“We are thrilled to complete this transaction with FTG, which marks an exciting new chapter for FLYHT.” said Mary McMillan, Interim CEO and Executive Chairman of FLYHT. “By joining forces with one of the world’s leading suppliers of aerospace and defense electronic products, we are well-positioned to accelerate our growth initiatives and better serve our customers. This union will benefit airlines and national weather agencies worldwide by ensuring that they have the right solutions to meet the communications and environmental challenges they are facing today.”

Brad Bourne, President and CEO, FTG Corporation stated “We are thrilled to have successfully completed the acquisition of FLYHT and we are confident that FLYHT will be an important part of FTG’s future. As we had previously discussed, FLYHT increases our presence in the commercial aerospace aftermarket, and FLYHT’s SATCOM product increases our presence on Airbus aircraft, via a licensing arrangement and both of these are strategic priorities for FTG. Going forward we see a path to ramping up sales of FLYHT’s product lines and insourcing manufacturing of their product to other FTG sites. We have lots to do, but with the teams at FLYHT and FTG I know we can achieve our goals and create value for our shareholders.”

Under the Arrangement, FLYHT shareholders were able to elect to receive, for each common share of FLYHT held (a “Common Share”) (i) CAD$0.1103 in cash and 0.0333 FTG Shares, (ii) CAD$0.3379 in cash (the “All-Cash Consideration”) or (iii) 0.0495 FTG Shares (the “All-Share Consideration”), in each case subject to pro-ration (collectively, the “Consideration”). The Consideration is subject to maximum aggregate cash consideration of CAD$4.3 million and 1,300,000 FTG Shares. Shareholders who did not make an election were deemed to have elected to receive a combination of cash and FTG Shares for their Common Shares.

As a result of the elections made by FLYHT shareholders, all holders of Common Shares who made an election will receive the following pro-ration:

• FLYHT shareholders who elected to receive the All-Cash Consideration will receive approximately CAD$0.3379 in cash and nil FTG Shares per Common Share;
• FLYHT shareholders who elected to receive the All-Share Consideration will receive approximately CAD$0.0588 in cash and 0.0409 FTG Shares per Common Share.

The Common Shares are expected to be delisted from the TSX Venture Exchange on or about the close of trading on December 30, 2024 and FLYHT intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

FLYHT shareholders are encouraged to review: (i) FLYHT’s press releases dated October 21, 2024, November 25, 2024, December 16, 2024, and December 18, 2024; and (ii) FLYHT’s information circular and the related meeting materials, all of which are all available on SEDAR+ under FLYHT’s profile at www.sedarplus.ca. FLYHT shareholders who have questions regarding the Arrangement or require assistance should consult their financial, legal, tax or other professional advisor.

ADDITIONAL REQUIRED EARLY WARNING REPORT INFORMATION

In connection with the closing of the Arrangement, FTG has acquired beneficial ownership and control over 38,997,650 Common Shares, being 100% of the issued and outstanding Common Shares. Prior to closing of the Arrangement, FTG held no Common Shares. This press release is being issued, in part, pursuant to National Instrument 62‐103 – The Early Warning System and Related Take‐Over Bid and Insider Reporting Issues, which requires a report to be filed under FLYHT’s profile on SEDAR+ at www.sedarplus.ca containing additional information respecting the foregoing matters. You may also contact Alana Forbes at investors@flyht.com to obtain a copy of the early warning report once filed.

About FLYHT Aerospace Solutions Ltd.
FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products, AFIRS. Solutions include an aircraft satcom/interface device that enables cockpit voice communications, the transmission of aircraft data both inflight via satellite and post-flight via 5G, real-time aircraft state and fleet status analysis, and preventative maintenance solutions. FLYHT’s hardware products can also be interfaced with FLYHT’s proprietary relative humidity sensors to deliver airborne weather and humidity data in real-time. FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.

About Firan Technology Group Corporation
FTG is an aerospace and defence electronics product and subsystem supplier to customers around the globe. FTG has two operating units:

FTG Circuits is a manufacturer of high technology, high reliability printed circuit boards. Our customers are leaders in the aviation, defence, and high technology industries. FTG Circuits has operations in Toronto, Ontario, Chatsworth, California, Fredericksburg, Virginia, Minnetonka, Minnesota, Haverhill, Massachusetts and a joint venture in Tianjin, China.

FTG Aerospace manufactures and repairs illuminated cockpit panels, keyboards and electronic assemblies for original equipment manufacturers of aerospace and defence equipment. FTG Aerospace has operations in Toronto, Ontario, Chatsworth, California, and Tianjin, China.

FTG’s common shares are traded on the Toronto Stock Exchange under the symbol FTG.

Cautionary Note Regarding Forward-Looking Statements
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Although FLYHT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. FLYHT cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include but are not limited to global economic conditions; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. FLYHT undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Contact Information:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About FLYHT Aerospace Solutions Ltd.
FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products, AFIRS. Solutions include an aircraft satcom/interface device that enables cockpit voice communications, the transmission of aircraft data both inflight via satellite and post-flight via 5G, real-time aircraft state and fleet status analysis, and preventative maintenance solutions. FLYHT’s hardware products can also be interfaced with FLYHT’s proprietary relative humidity sensors to deliver airborne weather and humidity data in real-time. FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.

About Firan Technology Group Corporation
FTG is an aerospace and defence electronics product and subsystem supplier to customers around the globe. FTG has two operating units:

FTG Circuits is a manufacturer of high technology, high reliability printed circuit boards. Our customers are leaders in the aviation, defence, and high technology industries. FTG Circuits has operations in Toronto, Ontario, Chatsworth, California, Fredericksburg, Virginia, Minnetonka, Minnesota, Haverhill, Massachusetts and a joint venture in Tianjin, China.

FTG Aerospace manufactures and repairs illuminated cockpit panels, keyboards and electronic assemblies for original equipment manufacturers of aerospace and defence equipment. FTG Aerospace has operations in Toronto, Ontario, Chatsworth, California, and Tianjin, China.

FTG’s common shares are traded on the Toronto Stock Exchange under the symbol FTG.

Cautionary Note Regarding Forward-Looking Statements
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Although FLYHT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. FLYHT cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include but are not limited to global economic conditions; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. FLYHT undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Contact Information:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The voting results from the Meeting are as follows:

Subject to receipt of a final order in respect of the Arrangement from the Court of King’s Bench of Alberta and satisfaction or waiver of the other conditions to closing contained in the arrangement agreement between FLYHT and FTG dated October 21, 2024, the Arrangement is expected to close on or about December 20, 2024.

About FLYHT Aerospace Solutions Ltd.
FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products, AFIRS. Solutions include an aircraft satcom/interface device that enables cockpit voice communications, the transmission of aircraft data both inflight via satellite and post-flight via 5G, real-time aircraft state and fleet status analysis, and preventative maintenance solutions. FLYHT’s hardware products can also be interfaced with FLYHT’s proprietary relative humidity sensors to deliver airborne weather and humidity data in real-time. FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.

About Firan Technology Group Corporation
FTG is an aerospace and defence electronics product and subsystem supplier to customers around the globe. FTG has two operating units:

FTG Circuits is a manufacturer of high technology, high reliability printed circuit boards. Our customers are leaders in the aviation, defence, and high technology industries. FTG Circuits has operations in Toronto, Ontario, Chatsworth, California, Fredericksburg, Virginia, Minnetonka, Minnesota, Haverhill, Massachusetts and a joint venture in Tianjin, China.

FTG Aerospace manufactures and repairs illuminated cockpit panels, keyboards and electronic assemblies for original equipment manufacturers of aerospace and defence equipment. FTG Aerospace has operations in Toronto, Ontario, Chatsworth, California, and Tianjin, China.

FTG’s common shares are traded on the Toronto Stock Exchange under the symbol FTG.

Cautionary Note Regarding Forward-Looking Statements
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Although FLYHT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. FLYHT cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include but are not limited to global economic conditions; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. FLYHT undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Contact Information:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The customer is renewing a suite of software, voice and data services across its fleet of 23 C-130 Hercules aircraft. This includes FLYHTLog TM (automated block and flight times), FLYHTFollow TM (global flight tracking and alerting), two-way text messaging and satcom voice. “We are honored to extend these services to support the end customer’s military operations,” commented Derek Taylor, VP Strategic Opportunities at FLYHT. “This multi-year renewal further validates the value of the AFIRS solution for their ongoing operational requirements and missions.”

This contract renewal is valued at approximately US$1.9 million, provided that all services are delivered over the three-year term of the agreement.

About FLYHT Aerospace Solutions Ltd.
FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products, AFIRS. Solutions include an aircraft satcom/interface device that enables cockpit voice communications, transmission of aircraft data both while inflight via satellite and post-flight via 5G, real-time aircraft state and fleet status analysis, and preventative maintenance solutions. FLYHT’s hardware products can also be interfaced with FLYHT’s proprietary relative humidity sensors to deliver airborne weather and humidity data in real-time.

FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.

Cautionary Note Regarding Forward-Looking Statements
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to projected revenues and related matters. Although FLYHT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. FLYHT cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include but are not limited to global economic conditions; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. FLYHT undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Contact Information:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FLYHT is aware that, as a result of the national strike commenced by the Canadian Union of Postal Workers on November 15, 2024 (the “Strike”), Canada Post’s operations have shut down. In order to facilitate the delivery of the Circular and related materials for the Meeting to non-registered Company Shareholders in the event that the Strike, lockout or similar or related events prevent, delay or otherwise interrupt delivery of Circular and related materials for the Meeting to non-registered Company Shareholders in Canada in the ordinary course by the applicable intermediaries, FLYHT will deliver, by email, a copy of the Circular and related materials for the Meeting to each registered or non-registered Company Shareholder who requests (please direct any requests for copies of the Circular and related materials for the Meeting to: investors@flyht.com).  Non-registered Company Shareholders are also encouraged to contact the proxy department at their broker or other intermediary (where their Common Shares are held) who can assist them with the voting process. Non-registered Company Shareholders must follow the voting instructions provided by their broker or other intermediary and will need their specific 16-digit control number to vote via www.proxyvote.com.

Under the Arrangement, FLYHT shareholders may elect to receive, for each Common Share held (i) CAD$0.1103 in cash and 0.0333 common shares of FTG (“FTG Shares”), (ii) CAD$0.3379 in cash, or (iii) 0.0495 FTG Shares, in each case subject to pro-ration (collectively, the “Consideration”). The Consideration will be subject to maximum aggregate cash consideration of CAD$4.3 million and 1,300,000 FTG Shares. Shareholders who do not make an election will be deemed to have elected to receive a combination of cash and FTG Shares for their Common Shares.

The Meeting is scheduled to be held virtually on December 16, 2024 at 9:00 a.m. (Calgary time) via virtual audio teleconference call (FLYHT shareholders must pre-register at least 48 hours in advance at https://dpregister.com/sreg/10194147/fdde44ae8d ).  Company Shareholders of record as of the close of business on November 6, 2024 are entitled to receive notice and vote at the Meeting.

The board of directors of FLYHT, after evaluating the Arrangement with management and FLYHT’s advisors, including receipt of a fairness opinion from KSV Advisory Inc., has unanimously determined the Arrangement is in the best interests of FLYHT and is fair to Company Shareholders and unanimously recommends that Company Shareholders vote FOR the Arrangement.

On November 8, 2024, the Court of King’s Bench of Alberta (the “Court”) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular.  Such interim order was amended by the Court on November 19, 2024 (to facilitate the delivery of the Circular and related materials for the Meeting to non-registered Company Shareholders via email where requested).  The hearing date for the application for the final order of the Court (the “Final Order”) is December 18, 2024. Subject to obtaining the required approval of the Company Shareholders at the Meeting, the Final Order and the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into between FLYHT and FTG on October 21, 2024, the Arrangement is anticipated to be completed in the fourth quarter of 2024.  The Circular provides important information on the Arrangement and related matters, including voting procedures and instructions for shareholders unable to attend the Meeting. Company Shareholders are urged to read the Circular and its schedules carefully and in their entirety. The Circular, the related materials for the Meeting and the amended interim order are all available on SEDAR+ under FLYHT’s profile at www.sedarplus.ca. Company Shareholders who have questions regarding the Arrangement or require assistance should consult their financial, legal, tax or other professional advisor.

About FLYHT Aerospace Solutions Ltd.
FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products, AFIRS. Solutions include an aircraft satcom/interface device that enables cockpit voice communications, transmission of aircraft data both while inflight via satellite and post-flight via 5G, real-time aircraft state and fleet status analysis, and preventative maintenance solutions. FLYHT’s hardware products can also be interfaced with FLYHT’s proprietary relative humidity sensors to deliver airborne weather and humidity data in real-time. FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.

About Firan Technology Group Corporation
FTG is an aerospace and defence electronics product and subsystem supplier to customers around the globe. FTG has two operating units:

FTG Circuits is a manufacturer of high technology, high reliability printed circuit boards. Our customers are leaders in the aviation, defence, and high technology industries. FTG Circuits has operations in Toronto, Ontario, Chatsworth, California, Fredericksburg, Virginia, Minnetonka, Minnesota, Haverhill, Massachusetts and a joint venture in Tianjin, China.

FTG Aerospace manufactures and repairs illuminated cockpit panels, keyboards and electronic assemblies for original equipment manufacturers of aerospace and defence equipment. FTG Aerospace has operations in Toronto, Ontario, Chatsworth, California, and Tianjin, China.

FTG’s common shares are traded on the Toronto Stock Exchange under the symbol FTG.

Cautionary Note Regarding Forward-Looking Statements
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Although FLYHT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. FLYHT cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include but are not limited to global economic conditions; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. FLYHT undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Contact Information:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Three Months Ended September 30

Nine Months Ended September 30

Operating Results
Revenue decreased by 14% to $4,398,225 in Q3 2024 compared to Q3 2023, driven by declines in SaaS and Licensing, which more than offset increases in Hardware and Technical Services. SaaS revenue decreased by 22% to $2,167,003, driven by a decrease in TAMDAR soundings, and Licensing revenue decreased by 95% to $22,889 due to differences in orders from our long-term OEM customer. Hardware revenue increased 6% to $1,061,822 with a total of 11 installations kits shipped in Q3 2024 compared to 18 kits shipped in Q3 2023, mainly due to installation schedules for our contracted AFIRS 228 product and per kit pricing variances. Technical Services revenue increased by 41% to $1,146,511 due to an increased amount of AMOS data migration work completed and an increase in certification services provided.

Gross margin was 56.8% of revenue in Q3 2024 compared to 58.7% in Q3 2023. The increase in gross margin was due primarily to changes in the mix of revenue sources during the quarter.

Operating expenses increased by 24% from Q3 2023, mainly driven by $719,508 of non-recurring expenses associated with the restructuring. Excluding the non-recurring costs, operating expenses would have increased by 4%. Distribution expenses increased by 13%, reflecting an increased focus on sales and marketing for our Edge products. Research, Development and Certification Engineering expenses increased by 8%, mainly driven by contract labour reflecting the final push required to complete the AFIRS Edge+ and FLYHT-WVSS-II development work, moving those products into their new phase of commercialization, including required certifications. Administration expenses increased by 62% mainly due to the restructuring.

Negative Adjusted EBITDA[1] totaled $1,034,678 in Q3 2024, excluding $719,508 of non-recurring restructuring expenses, compared to negative EBITDA of $430,865 in Q3 2023.

Net loss was $2,244,504 in Q3 2024 compared to a net loss of $728,655 in Q3 2023.

Balance Sheet and Liquidity
Cash and short-term investments totaled $1,289,217 at September 30, 2024, compared to $1,542,203 at December 31, 2023.

Trade and other receivables decreased by 25% to $2,175,408 compared to YE 2023, and Trade payables and accrued liabilities increased by 13% to $3,505,481 compared to YE 2023.

Additional Information
FLYHT’s Q3 2024 Report, which contains more detailed information including the CEO’s Letter to Shareholders, Management Discussion and Analysis and Financial Statements, can be accessed on the Company’s website. The MD&A and Financial Statements have also been filed with SEDAR and will be accessible at www.sedar.com.

[1] Adjusted EBITDA: defined as earnings before interest, income tax, depreciation and amortization, less non-recurring restructuring costs (a non-GAAP financial measure). Adjusted EBITDA is provided to aid in analysis and profitability comparisons among companies and industries, by segregating operating results from the effects of financing and capital expenditures.

About FLYHT Aerospace Solutions Ltd.
FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products. These include AFIRS, an aircraft satcom/interface device that enables cockpit voice communications, real-time aircraft state analysis, and the transmission of aircraft data while inflight. The AFIRS Edge is a state-of-the-art 5G Wireless Quick Access Recorder (WQAR), Aircraft Interface Device (AID), and Aircraft Condition and Monitoring System (ACMS). The Edge can be interfaced with FLYHT’s TAMDAR probe or the FLYHT-WVSS-II relative humidity sensor to deliver airborne weather and humidity data in real-time.

FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.

Contact Information:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

“As we execute on our fleet growth and modernization plan, FLYHT’s Iridium satcom solution provides us with the long-range data and voice communications that we require, while enabling us to maintain fleet commonality across our aircraft types,” said Gandeephan Ganeshalingam, WestJet Vice-President Technical operations. “We are pleased with FLYHT’s solutions on our 737 MAX-8 and 737NG aircraft, and are confident to utilize the product following the delivery of our Boeing 737 MAX-10 aircraft.”

“WestJet’s order of the AFIRS 228S TSO for their fleet of Boeing 737 MAX-10 aircraft expands our long-standing and valued relationship and is the latest demonstration of the strength of our AFIRS 228 product line,” commented Darrel Deane, Chief Revenue Officer at FLYHT. “The solution enables WestJet and other airlines with MAX-10 aircraft on order to install and activate the AFIRS 228S TSO for safety services functions immediately after delivery. This contract deepens our relationship with WestJet and opens up additional growth potential for FLYHT.”

This increase to the contract previously announced in 2020 is valued at approximately US$900,000, provided that all products and services are delivered over the contract term.

About FLYHT Aerospace Solutions Ltd.
FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products. These include AFIRS, an aircraft satcom/interface device that enables cockpit voice communications, real-time aircraft state analysis, and the transmission of aircraft data while inflight. The AFIRS Edge is a state-of-the-art 5G Wireless Quick Access Recorder (WQAR), Aircraft Interface Device (AID), and Aircraft Condition and Monitoring System (ACMS). The Edge can be interfaced with FLYHT’s TAMDAR probe or the FLYHT-WVSS-II relative humidity sensor to deliver airborne weather and humidity data in real-time.

FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.

Cautionary Note Regarding Forward-Looking Statements

Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to projected revenues and related matters. Although FLYHT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. FLYHT cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include but are not limited to global economic conditions; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. FLYHT undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Contact Information:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Transaction Will Allow FLYHT Shareholders to Participate in Significant Potential Future Upside with Profitable Scaled Entity and Positions FLYHT to Accelerate Commercialization of AFIRS Edge          

Calgary, Alberta – October 21, 2024 – FLYHT Aerospace Solutions Ltd. (“FLYHT”) (TSX-V: FLY) (OTCQX: FLYLF) today announced that it has entered into a definitive arrangement agreement (the “Agreement”) to be acquired by Firan Technology Group Corporation (TSX: FTG) (OTCQX: FTGFF) (“FTG”), a global corporation providing solutions for aerospace and defense electronic products and sub-systems, in a cash and share transaction valued at approximately CAD$13.2 million (the “Transaction”). The consideration is comprised of cash and common shares of FTG (“FTG Shares”). The arm’s length Transaction is to be effected by way of a court-approved plan of arrangement (the “Arrangement”).

Under the Arrangement, FLYHT shareholders may elect to receive, for each common share of FLYHT held (a “Common Share”) (i) CAD$0.1103 in cash and 0.0333 FTG Shares, (ii) CAD$0.3379 in cash or (iii) 0.0495 FTG Shares, in each case subject to pro-ration (collectively, the “Consideration”). The Consideration will be subject to maximum aggregate cash consideration of CAD$4.3 million and 1,300,000 FTG Shares. Shareholders who do not make an election will be deemed to have elected to receive a combination of cash and FTG Shares for their Common Shares.

The Consideration implies a price of CAD$0.3379 per Common Share, representing a 41% premium to the closing price of the Common Shares on the TSX Venture Exchange on October 21, 2024 and a 46% premium to the 10-day volume-weighted average price per Common Share for the period ended on October 21, 2024.

The Transaction is subject to receipt of FLYHT shareholder and court approvals, any required regulatory approvals and consents, and customary closing conditions and is expected to close in the fourth quarter of 2024. Completion of the Transaction is not subject to any financing condition. Upon the completion of the Transaction, FLYHT will become a wholly owned subsidiary of FTG.

Further details on the Transaction, the consideration and other related matters will be included in the management information circular to be mailed to FLYHT shareholders in connection with the special meeting of FLYHT shareholders to be held to approve the Arrangement.

“Today marks a milestone for FLYHT as we join forces with one of the world’s leading suppliers of aerospace and defense electronic products,” said Mary McMillan, Interim CEO and Executive Chairman of FLYHT. “Our team has done an excellent job of developing the AFIRS Edge product line, the industry’s first 5G compatible wireless QAR (WQAR) and aircraft interface device (AID), while meeting our existing customers’ continued needs for high reliability satcom solutions and software applications. We look forward to the accelerated growth opportunities enabled by the combination of our two companies.”

Added McMillan, “This transaction follows a strategic process that has been overseen and approved by the Board of Directors. With this transaction, we are pleased to deliver value to our dedicated stockholders, find a well-aligned company culture for our valuable people, and position FLYHT to embark on its next phase of growth as part of an industry-leading corporation.”

Brad Bourne, CEO of FTG, said, “We’re thrilled to partner with the FLYHT team to keep building on the strong portfolio of aftermarket 5G avionics and weather solutions they’ve created for the commercial aviation industry. FLYHT is tightly aligned with our corporate development strategic objectives including dramatically increasing FTG’s aftermarket sales in the commercial aerospace market and increasing our exposure with Airbus as the FLYHT designed Satcom product is a factory option on all Airbus aircraft.  The FLYHT product portfolio is already used by some of the world’s most respected airlines and national weather agencies to meet the communications and environmental challenges they are facing today. Our shared vision, coupled with FTG’s experienced leadership, operational excellence, financial strength, and scaled platform, will support FLYHT to accelerate its growth initiatives and better serve its customers during this exciting next chapter for the company. We see an extensive runway ahead for product innovation and profitable growth for our combined teams.”

Recommendation of the FLYHT Board of Directors

After careful consideration of, among other things, the recommendations and reasons of the special committee of FLYHT’s board of directors, the fairness opinion, the advice of legal and financial advisors, and such other matters as it considered relevant, FLYHT’s board of directors has unanimously concluded that the Transaction is in the best interests of FLYHT and recommends that FLYHT shareholders vote in favor of the Transaction. KSV Advisory Inc. (“KSV”), independent financial advisor to FLYHT’s board of directors, has delivered a fairness opinion to FLYHT’s board of directors stating that, as of the date thereof and, based upon and subject to the assumptions, qualifications, and limitations stated in such opinion and such other matters KSV considered relevant, the consideration to be received under the Arrangement by shareholders of FLYHT is fair, from a financial point of view, to the FLYHT shareholders.  

Pursuant to its engagement letter with FLYHT’s board of directors, KSV will receive a fee for the delivery of the fairness opinion. No fees payable to KSV are contingent on the conclusions reached in the fairness opinion or on the outcome of the Transaction.

FLYHT Shareholder Support

Shareholders holding Common Shares representing approximately 24% of the issued and outstanding Common Shares, including two of FLYHT’s largest shareholders and each of the Company’s directors and executive officers, have entered into a voting and support agreement pursuant to which each has committed to vote in favour of the Transaction.

Further Transaction Details

The Transaction is structured as an arrangement under the Canada Business Corporations Act and will require the approval of 66 2/3% of the votes cast by FLYHT shareholders at a special meeting to be called to approve the Transaction (the “Special Meeting”). It is expected that the Common Shares will be delisted from the TSX Venture Exchange following closing of the Transaction.

The Agreement includes customary provisions relating to deal-protection provisions, including a non-solicitation covenant on the part of FLYHT and a right for FTG to match any Superior Proposal (as defined in the Agreement). FLYHT has also agreed to pay a fee to FTG upon the termination of the Agreement in certain circumstances.

Further details regarding the terms of the Transaction are set out in the Agreement, which will be publicly filed by FLYHT under its company profile on SEDAR+. Additional information regarding the terms of the Agreement and the background of the Transaction will be provided in the information circular for the Special Meeting, which FLYHT expects to mail in November 2024.

Advisors

KSV Advisory Inc. is acting as independent financial advisor to FLYHT’s board of directors. B. Riley Securities, Inc. is acting as financial advisor and Tingle Merrett LLP is acting as legal advisor to FLYHT in connection with the Transaction. Blake, Cassels & Graydon LLP is acting as legal advisors to FTG in connection with the Transaction.

About FLYHT Aerospace Solutions Ltd.

FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products, AFIRS. Solutions include an aircraft satcom/interface device that enables cockpit voice communications, the transmission of aircraft data both inflight via satellite and post-flight via 5G, real-time aircraft state and fleet status analysis, and preventative maintenance solutions. FLYHT’s hardware products can also be interfaced with FLYHT’s proprietary relative humidity sensors to deliver airborne weather and humidity data in real-time. FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.

About Firan Technology Group Corporation

FTG is an aerospace and defence electronics product and subsystem supplier to customers around the globe. FTG has two operating units:

FTG Circuits is a manufacturer of high technology, high reliability printed circuit boards. Our customers are leaders in the aviation, defence, and high technology industries. FTG Circuits has operations in Toronto, Ontario, Chatsworth, California, Fredericksburg, Virginia, Minnetonka, Minnesota, Haverhill, Massachusetts and a joint venture in Tianjin, China.

FTG Aerospace manufactures and repairs illuminated cockpit panels, keyboards and electronic assemblies for original equipment manufacturers of aerospace and defence equipment. FTG Aerospace has operations in Toronto, Ontario, Chatsworth, California, and Tianjin, China.

FTG’s common shares are traded on the Toronto Stock Exchange under the symbol FTG.

Cautionary Note Regarding Forward-Looking Statements

Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Although FLYHT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. FLYHT cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include but are not limited to global economic conditions; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. FLYHT undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Contact Information:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Calgary, Alberta – September 19, 2024 – FLYHT Aerospace Solutions Ltd. (TSX-V: FLY) (OTCQX: FLYLF) (the “Company” or “FLYHT”) today announced that WestJet Airlines has agreed to collaborate with the Company and the National Oceanic and Atmospheric Administration (NOAA) to improve the accuracy of weather forecasts and the prediction of localized severe weather in North America. The partnership with WestJet will focus initially on providing NOAA with additional humidity, temperature and wind observations in the data sparse regions over the Pacific where the airline flies routes.

As the airline partner to this important NOAA weather program, WestJet will install FLYHT’s weather solutions on three Boeing 737 MAX and two Boeing 737-800NG aircraft flying Pacific routes. Each installation will include a package of FLYHT-WVSS-II atmospheric water vapor sensors to continuously monitor environmental conditions around the aircraft during flight. The sensors will be fully integrated with FLYHT’s Edge multi-channel WQAR and Certus SatCom for real-time in-flight communication and data transmission. Thereafter, the aircraft-based observations (ABO) data will flow through the National Mesonet Program to provide NOAA with enroute data as well as vertical profiles of wind, temperature and moisture.

The readings will provide NOAA with valuable atmospheric data to fill in coverage gaps provided by other observing systems. One such gap is the geographic region off the West Coast of the United States and extending westward and southward into the central tropical Pacific Ocean – an area well-known for the “Atmospheric River” phenomena which can occasionally result in flooding rainfalls and heavy mountain snows in the Western U.S. Quantifying the amount of moisture in the atmosphere will result in better forecasts that will be of great value for public safety and water resources communities.

“We’re honored to welcome WestJet as the airline partner for FLYHT’s expanded weather program with NOAA,” commented Murray Skelton, VP Business Development and Weather Solutions. “WestJet is a forward-thinking organization that flies routes over data sparse regions of the Pacific Ocean, making them ideally suited to capture the coverage gaps that exist with the current humidity observations being provided to NOAA. We’re excited to move this initiative with NOAA forward and expand our relationship with WestJet.”

“WestJet is proud to partner with FLYHT and NOAA, as we leverage their innovative solutions to improve our weather forecasting accuracy, which further enhances our ability to increase safety and improve fuel efficiency through optimized flight planning,” said Scott Wilson, WestJet, Vice-President, Operations.

Said Curtis Marshall, Ph.D., Director of the NWS Commercial Data Program and Chair of the WMO Expert Team on Aircraft Based Observations, “We are pleased to partner with FLYHT and WestJet for the installation of water vapor sensors on aircraft, the first such installations in a decade on aircraft to provide meteorological observations to NWS, and in this data void region of the Pacific where we expect additional observations to improve our forecasts.”

The initial hardware installs are expected to commence in early 2025 and are being funded with FY 2023 appropriations of $500,000 that FLYHT was awarded in September 2023 (see here).

About FLYHT Aerospace Solutions Ltd.

FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products, AFIRS. Solutions include an aircraft satcom/interface device that enables cockpit voice communications, the transmission of aircraft data both inflight via satellite and post-flight via 5G, real-time aircraft state and fleet status analysis, and preventative maintenance solutions. FLYHT’s hardware products can also be interfaced with FLYHT’s proprietary relative humidity sensors to deliver airborne weather and humidity data in real-time.

FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.

Cautionary Note Regarding Forward-Looking Statements

Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the anticipated/projected revenues and related matters. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Contact Information:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.