Core Points - Volatus Aerospace Inc. has completed a bought deal public offering and a non-brokered private placement, raising a total of $26,391,500 [1][2] - The public offering involved the sale of 38,352,500 common shares at a price of $0.60 per share, including 5,002,500 shares from the full exercise of the over-allotment option [1] - The private placement included the sale of 5,633,333 common shares at the same price to international strategic investors [2] Financial Details - The underwriters received a cash commission of 6.0% on the gross proceeds from the public offering, along with an advisory fee of $22,374 [3] - The company paid finder's fees totaling $120,000 related to the private placement [3] Use of Proceeds - The net proceeds from both the public offering and private placement will be allocated for the development of the Mirabel Manufacturing Hub, R&D in drone technologies for the defense sector, potential acquisitions, capital expenditures, and general corporate purposes [4]

Core Points - Volatus Aerospace Inc. has filed a final short form prospectus for a bought deal public offering, qualifying the distribution of 33,350,000 common voting shares at a price of $0.60 per share, aiming for gross proceeds of $20,010,000 [2][3] - The offering includes an over-allotment option for an additional 5,002,500 common voting shares [2] - The expected closing date for the offering is on or about November 26, 2025, pending necessary approvals [3] Company Overview - Volatus Aerospace Inc. specializes in providing innovative aerial solutions for intelligence, surveillance, and cargo, utilizing both piloted and remotely piloted aircraft [6] - The company offers a complete ecosystem of aerial services, including operations, equipment sales, training, and mission support, aimed at helping industries integrate aerial capabilities safely and efficiently [6]

Financial Performance - For the three months ended September 30, 2025, net revenues were $1,172.5 million, a 13.8% increase from $1,029.2 million in the same period of 2024[115]. - Net income attributable to Corpay for the nine months ended September 30, 2025, was $805.3 million, up 6.3% from $757.8 million in 2024[115]. - Adjusted net income attributable to Corpay for the three months ended September 30, 2025, was $405.2 million, representing a 14.3% increase from $354.5 million in 2024[117]. - Total net revenues for Corpay consolidated reached $1,172.5 million, marking a 14% increase from $1,029.2 million in Q3 2024[127]. - Consolidated revenues for the three months ended September 30, 2025, were $1,172.5 million, reflecting a 13.9% increase compared to the prior period, driven by 11% organic growth[143]. - Total consolidated revenues were $3,280.2 million for the nine months ended September 30, 2025, an increase of 11.6% compared to the prior period[166]. - Operating income for the nine months ended September 30, 2025, was $1,429.6 million, reflecting a 10.1% increase from the prior period[173]. - Net income attributable to Corpay increased to $277.9 million for the three months ended September 30, 2025[155]. Segment Performance - Vehicle Payments segment generated $553.2 million in net revenues for the three months ended September 30, 2025, accounting for 47% of total revenues[121]. - Corporate Payments segment revenues increased to $409.7 million for the three months ended September 30, 2025, representing 35% of total revenues[121]. - Vehicle Payments segment reported net revenues of $553.2 million for Q3 2025, a 9% increase from $506.8 million in Q3 2024[127]. - Corporate Payments segment achieved net revenues of $409.7 million, reflecting a significant 27% growth compared to $321.9 million in the same quarter last year[127]. - Vehicle Payments revenues were $553.2 million, a 9.2% increase from the prior period, driven by organic growth of 10% and acquisitions contributing approximately $6 million[156]. - Corporate Payments revenues reached $409.7 million, up 27.3% from the prior period, primarily due to organic growth of 17% and acquisitions contributing approximately $28 million[158]. - Lodging Payments revenues decreased to $127.0 million, a decline of 5.2% from the prior period, attributed to lower emergency-related activity[160]. - Corporate Payments operating income was $474.6 million, a 31.0% increase from the prior period, supported by organic revenue growth and integration synergies[159]. Geographic Performance - The United States accounted for 49% of total revenues for the three months ended September 30, 2025, with net revenues of $575 million[126]. - Brazil's net revenues increased to $183 million for the three months ended September 30, 2025, representing 16% of total revenues[126]. - Corpay operates primarily in three geographies, with 79% of revenues generated in the U.S., Brazil, and the U.K.[118]. Tax and Regulatory Changes - The effective tax rate is subject to fluctuations based on earnings across various taxing jurisdictions, impacting overall financial performance[135]. - The "One Big Beautiful Bill Act" enacted on July 4, 2025, introduces new tax provisions that the company is currently evaluating for potential impacts on financial position[137]. - Provision for income taxes increased to $336.0 million with an effective tax rate of 29.4% for the nine months ended September 30, 2025, compared to $240.0 million and 24.1% in the prior period[177]. Investments and Acquisitions - In October 2025, the company invested approximately $578 million for about 35% equity in a limited partnership, with an enterprise valuation of approximately $1.9 billion[138]. - The company acquired 100% of Gringo for approximately $153.7 million in February 2025, increasing its controlling interest in Zapay to approximately 86%[139]. - In July 2025, the company announced a cash offer to acquire 100% of Alpha Group International plc for approximately £1.8 billion, completed on October 31, 2025[217][219]. - The acquisition of Alpha was funded through borrowings under the company's Credit Facility, without utilizing the £1.875 billion bridge term loan facility[218][219]. - The company divested a lower growth private label fuel card portfolio for approximately $60 million in July 2025, with the transaction closing in October 2025[221]. Cash Flow and Liquidity - Net cash provided by operating activities was $687.2 million, down from $1,291.9 million in the prior period, primarily due to changes in working capital[194]. - Net cash used in investing activities was $282.9 million, a decrease from $378.2 million in the prior period, due to less spending on acquisitions[195]. - Total liquidity as of September 30, 2025, was approximately $3.4 billion, consisting of $1.4 billion available under the Credit Facility and $2.0 billion in unrestricted cash[189]. - The company had $3.0 billion in borrowings outstanding on the Term Loan A and $3.1 billion on the Term Loan B as of September 30, 2025[200]. Stock and Shareholder Actions - The stock repurchase program authorized up to $9.1 billion, with $8.1 billion spent to repurchase 33,951,728 shares, leaving $1.0 billion available for future repurchases[214][215]. - Stock-based compensation expense for Q3 2025 was $27,592,000, down from $28,506,000 in Q3 2024, a decrease of 3.2%[234]. Strategic Partnerships - The company expanded its partnership with Mastercard, with Mastercard acquiring a 2.8% interest in the cross-border business for $300 million[139]. - A strategic partnership with Mastercard was expanded in April 2025, involving a $300 million investment for a 2.8% interest in the cross-border business[222].

Core Points - Volatus Aerospace Inc. is conducting a non-brokered private placement of up to 7,770,000 common voting shares at a price of $0.60 per share, aiming for gross proceeds of up to $4,662,000 [2][10] - The company is also executing a bought deal public offering of common voting shares for gross proceeds of $20,010,000, potentially increasing to $23,011,500 if the over-allotment option is fully exercised, bringing total gross proceeds to $24,672,000 [2][10] - The net proceeds from both offerings will be utilized for the development of the Mirabel Manufacturing Hub, R&D in drone technologies for the defense sector, potential acquisitions, capital expenditures, and general corporate purposes [3] Acquisition Update - The company has completed the acquisition of advanced RPAS technologies from Caliburn Holdings LLP, enhancing Canada's aerospace and defense manufacturing capabilities [7] - This acquisition includes complete aircraft designs, validated flight-test data, and engineering documentation for new long-endurance, fixed-wing uncrewed aircraft systems [8] - The purchase price for the acquisition was settled in common voting shares, totaling 2,631,579 shares at a price of $0.76 per share, with specific hold periods for portions of the shares [9] Strategic Positioning - Volatus believes it is well-positioned to support the Canadian government's defense goals as outlined in the recently released budget titled "Canada Strong" [11] - The infrastructure investments made by the company are aligned with advancing the government's defense priorities [11] Offering Details - The private placement shares will be offered to purchasers outside of Canada under exemptions from the prospectus requirement [4] - The expected closing date for both the public and private offerings is around November 26, 2025, pending necessary approvals [5]

Credit Agreement Amendments - The Company has requested an increase in Aggregate Revolving B Commitments by $1,000,000,000[5] - The Term B-6 Loan is established with an aggregate principal amount of $900,000,000[8] - The Aggregate Revolving B Commitments will total $1,500,000,000 after the amendment[6] - Each Incremental Revolving B Lender will increase its existing Revolving B Commitment as specified in the amendment[6] - The Company must prepay any outstanding Revolving B Loans to align with the new commitments[7] - The amendment to the Existing Credit Agreement will be effective upon satisfaction of specified conditions precedent[12] - All necessary consents and approvals for the amendment and transactions must be obtained[19] - Each Loan Party acknowledges and consents to all terms and conditions of the Amendment, affirming obligations under the Loan Documents[30] - The Amendment may be executed using Electronic Signatures and shall have the same legal effect as a paper record[42] - This Amendment is a Loan Document, a Lender Joinder Agreement, and an Incremental Facility Amendment[43] - The execution, delivery, and effectiveness of this Amendment do not operate as a waiver of any right, power, or remedy of any Lender or the Administrative Agent[43] - The Amendment includes all necessary representations and warranties from each Lender as of the Effective Date[41] - Total Incremental Revolving B Commitments amount to $1,000,000,000, with applicable percentages distributed among lenders[75] Lender Commitments - JPMorgan Chase Bank, N.A. holds a commitment of $179,000,000, representing 17.9% of the total[75] - Barclays Bank PLC has a commitment of $125,000,000, accounting for 12.5% of the total[75] - PNC Bank, National Association's commitment is $100,000,000, which is 10% of the total[75] - The Toronto-Dominion Bank, New York Branch also has a commitment of $100,000,000, representing 10%[75] - Bank of America, N.A. has a commitment of $159,059,925.13, which is 10.60% of the total[77] - The total commitment from JPMorgan Chase Bank, N.A. under the Seventeenth Amendment is $197,157,622.85, or 13.14%[77] - The total commitment from Barclays Bank PLC under the Seventeenth Amendment is $173,231,185.70, accounting for 11.55%[77] - Société Générale's commitment under the Seventeenth Amendment is $25,000,000, representing 1.67%[77] Financial Compliance and Reporting - The Company is required to provide a Pro Forma Compliance Certificate demonstrating compliance with financial covenants[21] - The Company has committed to maintaining compliance with various financial covenants as outlined in the Credit Agreement[110] - The Company is required to provide financial statements and other information to the lenders as part of the affirmative covenants[123] - The Company must ensure that no material adverse events have occurred since December 31, 2024[19] Legal and Regulatory Provisions - The legality, validity, and enforceability of the remaining provisions of this Amendment shall not be affected if any provision is held to be illegal or unenforceable[44] - The rights and obligations of the parties under this Amendment shall be governed by the laws of the State of New York[46] - The Administrative Agent will require documentation to comply with regulatory authorities under anti-money laundering rules[23] - No Default has occurred and is continuing or would result from the transactions contemplated by this Amendment[35] Definitions and Financial Metrics - The definition of "Alternative Currency Daily Rate" includes rates based on SONIA for Sterling and other designated rates for different currencies, with adjustments applicable[116] - "Alternative Currency Term Rate" is defined for various currencies, including EURIBOR for Euros and TIBOR for Yen, with a minimum rate of zero applicable[122] - The "Applicable Rate" for Term B-5 and Term B-6 Loans is set at 1.75% per annum for Term SOFR Loans and 0.75% per annum for Base Rate Loans[126] - The "Availability Period" for Revolving A and B Commitments is defined from the Third Amendment Effective Date to specified maturity dates or termination events[137] - "Attributable Indebtedness" includes capitalized amounts for Capital Leases and Synthetic Leases, as well as obligations from Receivables Facilities[134] - The "Audited Financial Statements" refer to the consolidated balance sheet and related statements for the fiscal year ended December 31, 2016, prepared in accordance with GAAP[135] - The "Applicable Percentage" for Lenders is determined based on their respective commitments and outstanding loans, with adjustments as specified in the agreement[124] - "Bail-In Legislation" refers to laws applicable in the EEA and the UK regarding the resolution of failing financial institutions[139] - The "Alternative Currency Equivalent" is determined based on exchange rates referenced from Bloomberg or other services, with specific timing for calculations[118] - "Assignee Group" consists of two or more Eligible Assignees that are Affiliates or Approved Funds managed by the same investment advisor[131] - The Base Rate is defined as the highest of the Federal Funds Rate plus 0.50%, the Bank of America's prime rate, or Term SOFR plus 1.00%[141] - Base Rate Loans are only available to the Company or the Additional Borrower and are denominated in Dollars[143] Company Structure and Acquisitions - The Company has undergone an acquisition of Associated Foreign Exchange Holdings, Inc. (AFEX) as of September 14, 2020[107] - The Company is structured as a Louisiana limited liability company and operates under the name Corpay Technologies Operating Company, LLC[102] - The Credit Agreement was entered into on October 24, 2014, among Corpay Technologies Operating Company, LLC and its subsidiaries[102] - The Company has designated certain foreign subsidiaries as Designated Borrowers under the Credit Agreement[102] - The Administrative Agent for the Credit Agreement is Bank of America, N.A.[102] Financial Ratios and Metrics - Consolidated EBITDA for the most recent four fiscal quarters is calculated by adding Consolidated Net Income, Consolidated Net Interest Charges, and other specified expenses, minus certain tax credits and extraordinary gains[170] - Consolidated Funded Indebtedness is determined in accordance with GAAP and includes all debt obligations of the Parent and its Subsidiaries[171] - The Consolidated Interest Coverage Ratio is the ratio of Consolidated EBITDA to Consolidated Net Interest Charges for the most recent four fiscal quarters[171] - The Consolidated Leverage Ratio is calculated by taking the total Consolidated Funded Indebtedness minus Unrestricted Cash, divided by Consolidated EBITDA for the most recent four fiscal quarters[172] - Consolidated Net Income represents the net income of the Parent and its Subsidiaries for the period, as determined in accordance with GAAP[173] - Consolidated Net Interest Charges include all interest and related expenses for borrowed money, adjusted for certain income[174] - Consolidated Working Capital is calculated as current assets minus current liabilities, excluding cash and cash equivalents[177] - Non-recurring fees and costs added back to Consolidated EBITDA are capped at 10% of the total for the period[170]

Core Viewpoint - Volatus Aerospace Inc. has restated its financial statements for the three and six months ended June 30, 2025, reflecting a non-cash, one-time accounting adjustment of $2,231,202 related to balance sheet restructuring, with no impact on revenue, gross margin, or cash position [1][2][3]. Financial Summary - The restatement includes a non-cash accounting adjustment of $2,231,202 due to restructuring and modification of debt instruments [2][3]. - The company's revenue for the quarter remains at $10,587,075, with a gross margin of 32% [2][3]. - The adjustment is characterized as a one-time charge and does not affect the company's operational performance [2][3]. Corporate Governance - The CFO of Volatus Aerospace emphasized the company's commitment to transparency and accuracy in financial reporting [3]. - The restated financial statements and management's discussion and analysis have been filed on SEDAR+ and are accessible on the company's website [3]. Future Outlook - The company anticipates the Government of Canada's budget announcement on November 4, 2025, which may have implications for its operations [4]. Company Overview - Volatus Aerospace is a leader in aerial intelligence and cargo solutions, serving various industries including oil and gas, energy utilities, healthcare, public safety, and infrastructure [5]. - The company focuses on enhancing operational efficiency, safety, and sustainability through advanced aerial technologies [5].

Summary of Volatus Aerospace Conference Call Company Overview - **Company Name**: Volatus Aerospace - **Stock Symbols**: OTCQX: TAKOF, TSXV: FLT - **Industry**: Aerial intelligence and logistics, primarily focused on drone technology and operations Key Points and Arguments - **Business Focus**: Volatus Aerospace is primarily an aerial intelligence company, with a significant portion of its revenue (30%) coming from piloted aircraft and helicopters, while the drone sector is its largest area of growth [2][3][4] - **Operational Capabilities**: The company operates a control center in Toronto capable of managing up to 200 drones simultaneously, with operations extending over 2,500 miles from the pilot [3] - **Market Segments**: Major sectors include oil and gas, energy utilities, border security, defense, and mining exploration. The fastest-growing segment is defense [5][6][7] - **Acquisitions**: Volatus has completed 20 acquisitions, with 50% of revenue growth attributed to these acquisitions and the other 50% from a robust sales and marketing team [7][8] - **Sales Pipeline**: The company has a $600 million active sales pipeline in the industrial commercial sector, with over $20 million in annual recurring revenues from long-term contracts [8] - **Training and Education**: Volatus Academy has conducted over 145,000 training events, highlighting the importance of training in a rapidly evolving regulatory environment [12] Financial Performance - **Quarterly Revenue**: For Q2, revenue was over $10 million, a 49% increase year-over-year, with a gross profit of approximately $3.3 million and a gross margin of 32% [18] - **EBITDA**: The company is approaching break-even with a significant improvement in normalized EBITDA, reducing losses from $1.8 million to just under $300,000 year-over-year [19] - **Revenue Forecast**: The company expects to generate around $60 million in revenue for the next year, with a current quarterly run rate of $40 million [20] Competitive Advantages - **Technology and Innovation**: Volatus is technology-agnostic, focusing on customer retention and revenue generation rather than specific technologies. The company holds 14 drone-related utility patents [9][27] - **Regulatory Approvals**: The company has secured special waivers allowing operations beyond visual line of sight and above 400 feet, which is a significant competitive advantage [11][30] - **Market Positioning**: Volatus differentiates itself in conservative markets like oil and gas by combining drone technology with piloted aircraft, providing a comprehensive service that includes historical data analysis [26] Strategic Initiatives - **Expansion Plans**: The company is focusing on expanding its capabilities in the defense sector, aligning with Canadian government initiatives to increase domestic defense spending [28][29] - **Manufacturing Development**: Volatus is establishing a manufacturing facility in Montreal and has partnered with a battery company to enhance its operational capabilities in extreme conditions [29] Risks and Challenges - **Market Risks**: The company acknowledges external risks such as maintaining customer satisfaction and avoiding distractions from core business objectives [23][24] - **Operational Challenges**: Scaling remote aerial operations requires staying ahead of regulatory changes and ensuring adequate training and operational support [24][25] Conclusion Volatus Aerospace is positioned for growth in the aerial intelligence market, leveraging its diverse operational capabilities, strategic acquisitions, and a strong focus on training and regulatory compliance. The company aims to capitalize on expanding opportunities in both civil and defense sectors while maintaining a commitment to profitability and customer satisfaction.

Core Insights - Volatus Aerospace Inc. has acquired advanced RPAS technologies from Caliburn Holdings LLP, enhancing Canada's aerospace and defense manufacturing capabilities [1][4][11] - The acquisition is valued at CA$2 million, to be paid in Volatus common shares, with specific trading restrictions on the shares issued [2][3] - The deal includes performance-based bonuses for new employees transitioning from Caliburn to Volatus, linked to technical and revenue milestones [3] Strategic Rationale - The acquisition provides complete aircraft designs, validated flight-test data, and engineering documentation for new long-endurance, fixed-wing uncrewed aircraft systems [4][10] - The aircraft platforms range from 100kg to 265kg in maximum takeoff weight and can carry payloads from 15kg to 50kg, with flight endurance from 12 hours to 7 days [5][6] - These UAS platforms are designed for various applications, including border security, surveillance, and critical infrastructure inspections [6][10] Manufacturing and Integration - All platforms will be manufactured and integrated at the newly launched Volatus Innovation and Drone Manufacturing Facility in Mirabel [7][12] - The facility aims to support domestic programs and allied export opportunities, reinforcing Canada's aerospace ecosystem [7][11] National Alignment - The acquisition aligns with Canada's defense-industrial policy objectives, supporting increased defense spending and domestic manufacturing capacity [11][12] - Volatus is positioning its facility as a cornerstone of Canada's aerospace and defense ecosystem, contributing to the nation's NATO defense spending targets [11][12] Future Outlook - The transaction is expected to close on or about November 1, 2025, marking a significant step in Volatus's growth strategy [13]

Core Insights - Volatus Aerospace Inc. plans to establish the Volatus Mirabel Innovation Centre and Drone Manufacturing Hub at Montréal–Mirabel International Airport, aimed at enhancing Canada's drone capacity for the Canadian Armed Forces and allied requirements [1][5] - The initiative aligns with the Canadian government's priorities to rebuild and reinvest in domestic capabilities and secure supply chains [1][5] Group 1: Manufacturing and Innovation - The new facility will span 200,000 square feet and is designed for scalability and efficiency, enabling the serial production of Canadian-built drone platforms [2] - The Mirabel Manufacturing Hub will facilitate the production of proprietary drone platforms and licensed manufacture of partner systems, ensuring compliance with NATO-aligned requirements [3] Group 2: Government Support and Strategic Importance - Investissement Québec International supports the establishment of the innovation center, highlighting its contribution to Québec's aerospace ecosystem [4] - The Canadian government has launched the Defence Investment Agency and pledged $500 million in NATO-aligned support for Ukraine, indicating a commitment to domestic defense capabilities [5] Group 3: Future Outlook and Demand - The demand for drone capabilities is expected to accelerate across Canadian Armed Forces and NATO missions, positioning Volatus to respond effectively with domestic production and a secure supply chain [6] - The announcement marks the beginning of a series of initiatives aimed at strengthening Volatus's domestic defense manufacturing posture [6]

Core Insights - Volatus Aerospace Inc. is participating in the 2025 Maxim Growth Summit, highlighting its role as a leader in aerial intelligence and unmanned aircraft systems [1] - The event will feature one-on-one meetings between Volatus executives and institutional investors, indicating a focus on investor relations and potential funding opportunities [2] - Keynote speakers and roundtable discussions at the summit will cover various sectors, including drones, which aligns with Volatus's business focus [3] Company Overview - Volatus Aerospace Inc. specializes in aerial solutions for intelligence, surveillance, and cargo, utilizing both piloted and remotely piloted aircraft [6] - The company offers a comprehensive ecosystem of aerial services, including operations, equipment sales, training, and mission support, aimed at integrating aerial capabilities into various industries [6] Event Details - The 2025 Maxim Growth Summit will take place from October 22nd to 23rd at The Hard Rock Hotel NYC, bringing together industry leaders and innovators [1] - The conference will include discussions on advancements in multiple sectors, showcasing the relevance of aerial technology in contemporary industry trends [3]