Avcorp Completes Plan of Arrangement with Latécoère S.A.

VANCOUVER, BC, Nov. 7, 2022 /PRNewswire/ - Avcorp Industries Inc. (TSX: AVP) (the "Company" or "Avcorp") is pleased to announce the successful completion of the previously announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement") between Avcorp and Albatross Bidco Inc. (the "Purchaser"), a wholly-owned subsidiary of Latécoère S.A.

Under the Arrangement, the Purchaser acquired all of the issued and outstanding common shares of Avcorp (each, an "Avcorp Share") for consideration of $0.11 in cash per Avcorp Share and each outstanding option to acquire Avcorp Shares (the "Avcorp Options") automatically vested and was cancelled in exchange for a cash payment from the Company equal to the amount (if any) by which $0.11 exceeds the exercise price of such Avcorp Option. As previously announced, the Arrangement was overwhelmingly approved by Avcorp shareholders and optionholders at an annual general and special meeting of Avcorp securityholders held on June 30, 2022.

As a result of the Arrangement, the Avcorp Shares are expected to be delisted from the Toronto Stock Exchange and Avcorp intends to submit an application to the applicable securities regulators in Canada to cease to be a reporting issuer.

Registered holders of Avcorp Shares are reminded that they must properly complete, sign and return the letter of transmittal, along with their share certificate(s), to TSX Trust Company, as depositary, in order to receive the consideration they are entitled to under the Arrangement. Non-registered holders of Avcorp Shares  should follow the instructions provided by their broker or other intermediary in whose name their Avcorp Shares are registered to receive the consideration they are entitled to under the Arrangement .

The Avcorp Group designs and builds major airframe structures for some of the world's leading aircraft companies, including BAE Systems, Boeing, Bombardier, Lockheed Martin and Subaru Corporation. The Avcorp Group has more than 65 years of experience, over 500 skilled employees and 560,000 square feet of facilities. Avcorp Structures & Integration located in Delta British Columbia, Canada is dedicated to metallic and composite aerostructures assembly and integration; Avcorp Engineered Composites located in Burlington Ontario, Canada is dedicated to design and manufacture of composite aerostructures, and Avcorp Composite Fabrication located in Gardena California, USA has advanced composite aerostructures fabrication capabilities for composite aerostructures. The Avcorp Group offers integrated composite and metallic aircraft structures to aircraft manufacturers, a distinct advantage in the pursuit of contracts for new aircraft designs, which require lower-cost, light-weight, strong, reliable structures. Comtek Advanced Structures Ltd., at our Burlington, Ontario, Canada location also provides aircraft operators with aircraft structural component repair services for commercial aircraft.

Avcorp Composite Fabrication Inc. is wholly owned by Avcorp US Holdings Inc. Both companies are incorporated in the State of Delaware, USA, and are wholly owned subsidiaries of Avcorp Industries Inc.

Comtek Advanced Structures Ltd., incorporated in the Province of Ontario, Canada, is a wholly owned subsidiary of Avcorp Industries Inc.

Avcorp Industries Inc. is a federally incorporated reporting company in Canada and traded on the Toronto Stock Exchange (TSX:AVP).

AMANDEEP KALER
CHIEF EXECUTIVE OFFICER
AVCORP GROUP

Forward-Looking Statements

Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. Forward-looking information in this news release relates to, among other things, the Company's delisting from the Toronto Stock Exchange and ceasing to be a reporting issuer in Canada.

These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant uncertainties and contingencies. Many factors, both known and unknown could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or information and the Company has made assumptions and estimates based on or related to many of these factors. In respect of the forward-looking statements, the Company has made certain assumptions that management believes are reasonable at this time. The assumptions include that the Company will be able to satisfy the requisite conditions to delist from the Toronto Stock Exchange and to be a reporting issuer in Canada. However, there can be no assurance that such assumptions and statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.

Certain factors that could cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, risks associated with overall global and domestic economic conditions, force majeure events, regulatory and legal proceedings, market risks and other unforeseen adverse events. For more details, see the Risks outlined in our MD&A filed with the Canadian securities regulatory authorities at www.sedar.com.

The forward-looking information in this news release describes the Company's expectations as of the date of this news release. Readers are cautioned against attributing undue certainty to forward-looking statements or information. Although Avcorp has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law

SOURCE Avcorp Industries Inc.