Volato to Combine with M2i Global in a Strategic Transaction, Unlocking Value Through Industrial Scale and Platform Independence

ATLANTA--(BUSINESS WIRE)--Volato Group, Inc. (the “Company” or “Volato”) (NYSE American: SOAR), a technology-first private aviation company, and M2i Global, Inc. (“M2i Global”) (OTCQB: MTWO), a developer of full-spectrum critical mineral supply chains, today announced the signing of a non-binding term sheet under which M2i Global will be acquired by Volato in a transaction that positions the combined company for scale, strategic capital access, and long-term growth.

This transaction brings together two distinct but complementary platforms:

– M2i Global, with a clear path to federal partnerships, high-value offtake agreements, and battery metals leadership; and

– Volato’s proprietary aviation software, Vaunt experiential travel platform, and investment vehicles, which will be retained as a separate operating unit led by current Volato CEO and Co-Founder Matt Liotta.

Upon completion of the acquisition, M2i Global will receive common shares of Volato stock such that M2i Global will own approximately 90% of the total issued and outstanding shares of common stock of Volato on an as-converted and fully diluted basis (excluding any outstanding public warrants for Volato common stock) and the current shareholders of Volato will own approximately 10% of the total issued and outstanding shares of Volato common stock on an as-converted and fully diluted basis (excluding any outstanding public warrants for Volato’s common stock).

Following closing, Maj. Gen. (Ret) Alberto Rosende will assume the role of Chief Executive Officer of Volato. Matt Liotta will continue to serve on the board of the combined company and will lead the aviation and software operating unit as President, supported by a growth-focused budget and potential spin-out opportunity. Mark Heinen shall remain as Chief Financial Officer of the combined company.

“We’ve made real progress turning Volato around—posting net income, reducing debt, and scaling new platforms—but the public market hasn’t recognized it,” said Matt Liotta, CEO of Volato. “This transaction re-rates our value and gives our shareholders exposure to a macroeconomic growth engine in critical minerals, while keeping our aviation platforms intact and scaling under experienced leadership. It’s not an exit—it’s a rebirth.”

The combined company will pursue listing on the NYSE American and is expected to consolidate key business lines while preserving management continuity and operational momentum. M2i Global brings high-value relationships, including:

• An exclusive offtake agreement with NT Minerals valued at approximately $850 million;
• Partnerships across battery recycling, cathode material manufacturing, and brownfield mining; and
• A seasoned leadership and advisory team with proven public market and government execution.

“Volato’s aviation software and financial discipline impressed us,” said Maj. Gen. (Ret) Alberto Rosende, CEO of M2i Global. “Their platforms, especially Vaunt and Mission Control, are assets we intend to nurture, and Matt will continue to lead their growth. Together, we create a dual-engine company: one focused on national resilience, the other on next-generation travel and aviation software.”

This transaction comes as the need for secure U.S. access to critical minerals has moved to the forefront of national policy, with recent executive orders highlighting urgency around antimony, graphite, and rare earth metals.

SOAR shareholders are now positioned to benefit from two growth stories:

• A high-upside industrial platform aligned with federal initiatives
• A proven aviation technology business with growing traction and independent funding

The closing of the transaction is subject to customary closing conditions, including approval of the transaction by the shareholders of both Volato and M2i Global.

Advisors

A.G.P./Alliance Global Partners is serving as financial advisor to M2i Global, Inc. and Curvature Securities, LLC is serving as financial advisor to Volato Group, Inc.

Dykema Gossett, PLLC serves as legal counsel to Volato Group, Inc.

Sichenzia Ross Ference Carmel LLP serves as legal counsel to M2i Global, Inc.

About Volato

Volato is a private aviation company advancing the industry with innovative solutions in aviation software and on-demand flight access. Volato’s proprietary Mission Control software drives efficiency across operations and supports operators in managing fractional ownership, charter, and other services. Volato’s Vaunt platform connects travelers with available private flights, offering a flexible option for on-demand travel. With a commitment to advanced technology and customer-focused solutions, Volato is building scalable tools to elevate service quality and operational effectiveness in private aviation.

For more information about Volato, please visit www.flyvolato.com.

About M2i Global, Inc.

M2i Global, Inc., through its subsidiary U.S. Minerals and Metals Corp., provides engineering, research, and services that integrate people, technology, and solutions from across sectors to ensure access to critical minerals and metals for national defense and economic security. The Company aims to establish a Strategic Mineral Reserve in partnership with the U.S. Federal Government, creating a resilient supply chain that addresses the global shortage of essential minerals and metals.

Additional Information about the Proposed Transaction and Where to Find It

This communication relates to a potential transaction (the “Transaction”) involving M2i Global and Volato. If a legally binding definitive agreement with respect to the potential Transaction is executed, Volato intends to file with the SEC a Current Report on Form 8-K with respect to the execution of the definitive agreement and a registration statement on Form S-4 (the "Registration Statement"), which will include a preliminary proxy statement/prospectus. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Volato or M2i Global has filed or will file with the SEC or send to its shareholders or investors in connection with the potential Transaction. This document does not contain all the information that should be considered concerning the potential Transaction and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, VOLATO’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY VOLATO WITH THE SEC IN CONNECTION WITH THE POTENTIAL TRANSACTION OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE POTENTIAL TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL TRANSACTION AND THE PARTIES TO THE POTENTIAL TRANSACTION.

After the Registration Statement is declared effective, the definitive proxy statement will be mailed to shareholders of Volato as of a record date to be established for voting on the potential Transaction. Additionally, Volato will file other relevant materials with the SEC in connection with the potential Transaction. Copies of the Registration Statement, the definitive proxy statement/final prospectus and all other relevant materials for the potential Transaction filed or that will be filed with the SEC may be obtained, when available, free of charge at the SEC's website at www.sec.gov. Volato’s shareholders may also obtain copies of the definitive proxy statement/prospectus, when available, without charge, by directing a request to Volato at 1954 Airport Road, Suite 124, Chamblee, GA 30341, or by telephone at (844) 399-8998.

Participants in the Solicitation of Proxies

Volato and M2i Global and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Volato's shareholders in connection with the proposed Transaction. Volato’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed Transaction of Volato's directors and officers in Volato's filings with the SEC, including Volato’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Volato's shareholders in connection with the Transaction and a description of their direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the proposed Transaction when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the potential Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The potential Transaction is expected to be implemented solely pursuant to a legally binding definitive agreement which is expected to be filed as an exhibit to a Current Report on Form 8-K by Volato, and which is expected to contain the material terms and conditions of the potential Transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward Looking Statements

This press release contains certain statements that may be deemed to be forward-looking statements within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. They often include words or variation of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,” “will,” “should,” “goal,” “could” or “may” and similar expressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements provide management or the board of directors’ current expectations or predictions of future conditions, events, or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking statements, including statements regarding the challenges associated with executing our growth strategy. All forward-looking statements speak only as of the date they are made and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company’s control, that are described in the Company’s periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, and other factors that the Company may describe from time to time in other filings with the SEC. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.