VAUGHAN, ON, Aug. 26, 2024 /CNW/ - Drone Delivery Canada Corp. ("Drone Delivery Canada" or "DDC") (TSXV: FLT) (OTCQX: TAKOF) (Frankfurt: A3DP5Y) (Frankfurt: ABBA.F) is pleased to announce the results of its adjourned annual general and special meeting of shareholders (the "Meeting") held in-person at the offices of Bennett Jones LLP, 100 King St. West Suite 3400, Toronto, ON M5X 1A4 on Monday, August 26, 2024.
Shareholders of DDC approved the following resolutions detailed in the joint management information circular of DDC and Volatus Aerospace Corp. ("Volatus") dated July 12, 2024 (the "InformationCircular"), and presented at the Meeting, namely:
- Approving the issuance by DDC of up to such number of common voting shares in the capital of DDC ("DDC Common Shares") as may be required to be issued in connection with the acquisition by DDC of all of the issued and outstanding common shares in the capital of Volatus in exchange for DDC Common Shares (the "Transaction") as contemplated by that business combination agreement between DDC and Volatus dated as of May 20, 2024, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, a copy of which is available on DDC's profile at www.sedarplus.ca, as more particularly described in the Information Circular.
- Appointment of D&H Group LLP, Chartered Professional Accountants, as independent auditor of DDC for the ensuing year and authorizing the directors of DDC to fix their remuneration.
- Fixing the number of directors for the ensuing year at four (4) and, subject to and conditional on completion of the Transaction, fixing the number of directors of DDC as it exists immediately following the completion of the Transaction for the ensuing year at five (5).
- Electing each of the four (4) director nominees listed in the Information Circular in respect of the DDC Original Slate (as defined below) and subject to and conditional on the completion of the Transaction, each of the five (5) director nominees listed in the Information Circular in respect to the DDC Combined Slate (as defined below) to hold office for the ensuing year.
- Reapproving and confirming DDC's stock option plan in accordance with Policy 4.4 of the TSX Venture Exchange.
- Approving and confirming the adoption of DDC's equity incentive plan.
Each of the director nominees for the both the DDC Original Slate and the DDC Combined Slate were elected as directors of DDC as follows:
Election of the DDC Original Slate:
- Michael Della Fortuna;
- Vijay Kanwar;
- Kevin Sherkin; and
- Larry Taylor.
Election of the DDC Combined Slate, subject to and conditional on the completion of the Transaction:
- Kevin Sherkin;
- Larry Taylor;
- Ian McDougall;
- Glen Lynch; and
- Andrew Leslie.
The special resolution regarding the alteration to the amended and restated articles of DDC to change the quorum for the transaction of business at meetings of shareholders of DDC, as further described in the Information Circular (the "DDC Articles Resolution") did not receive the requisite number of votes to approve the special resolution. As such, the DDC Articles Resolution did not pass at the Meeting.
DDC has also been informed by Volatus that all requisite Volatus shareholder approvals required for the completion of the Transaction, as described in detail in the Information Circular, were obtained at the meeting of the shareholders of Volatus held on August 23, 2024.
DDC and Volatus will apply for a final order approving the Transaction from the Ontario Superior Court of Justice (Commercial List) (the "Court") on August 27, 2024. Subject to receiving the approval of the Court, DDC and Volatus expect to complete the Transaction on or about August 29, 2024.
About DDC
DDC, based in Vaughan, Ontario, is a leader in the drone logistics sector, recognized for its advanced operational capabilities and extensive experience in managing complex drone operations. Having completed more than remotely operated 7,000 flights, the company is expanding its offering to manage the operation of remotely piloted aircraft in both the cargo and drone service sectors globally.
Forward Looking Statements
This news release contains "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities laws, including the anticipated timing for the final order of the Court and the anticipated timing for the completion of the Transaction. All information that is not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements may be identified by the use of terms such as "forecast", "projected", "assumption" and other similar expressions or future or conditional terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and "should". Forward-looking statements contained in this news release are based on certain factors and assumptions made by management of DDC based on their current expectations, estimates, projections, assumptions and beliefs regarding its business and DDC does not provide any assurance that actual results will meet management's expectations. While management considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward-looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including those risks described in the Information Circular and DDC's management's discussion and analysis for the year ended December 31, 2023 (both of which are filed under DDC's SEDAR+ profile on www.sedarplus.ca), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although DDC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. DDC does not undertake to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws.
SOURCE Drone Delivery Canada Corp.
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