12:30:52 EDT Fri 26 Apr 2024
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Canada Jetlines closes $1.88-million private placement

2022-10-03 13:21 ET - News Release

Mr. Jeff Walker reports

CANADA JETLINES ANNOUNCES CLOSING OF FINANCING

Canada Jetlines Operations Ltd. has closed its non-brokered private placement to raise gross proceeds of $1,889,497.22. The offering consisted of units issued at 25.5 cents per unit. Each unit consists of one common or variable voting share and one-half of one warrant. Each warrant entitles the holder thereof to purchase an additional share for a period of 24 months after closing at a price of 40 cents per warrant share.

In order to encourage share ownership by employees of the company, the company offered all of its employees that chance to participate in the offering with a bonus incentive. Employees that participated in the offering received one additional unit for every six units subscribed for in the offering, without payment of additional consideration. A total of 8,151,525 units (including bonus units) were issued in the offering with employees participating for $1,134,000 of the offering. The company also paid $14,886.90 in finders' fees and issued 58,380 warrants to finders with respect to certain non-employee investors who participated in the offering.

The company intends to use the net proceeds of the offering and the loan for aircraft acquisition, general corporate and working capital purposes.

To demonstrate continued support of the company, the company's founding shareholder, Global Crossing Airlines Group Inc., participated in the offering and acquired 784,314 units for proceeds of $200,000.07 and the company's chief executive officer, chief financial officer, chief commercial officer and chief operating officer and their associates participated in the offering and acquired 2,972,128 units for proceeds of $649,622.45. Such participation is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The related-party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the offering nor the consideration to be paid by the related parties will exceed 25 per cent of the company's market capitalization. The company did not file a material change report related to this financing more than 21 days before the expected closing of the offering as required by MI 61-101 since the details of the participation by the related parties of the company were not settled until shortly prior to the closing of the offering and the company wished to close on an expedited basis for sound business reasons. The units that will be acquired by the related parties have been acquired pursuant to an exemption from the prospectus requirement in sections 2.3 and 2.24 of National Instrument 45-106.

About Canada Jetlines Operations Ltd.

Canada Jetlines is a leisure-focused air carrier, which will utilize a growing fleet of Airbus 320 aircraft to provide Canadians with value vacation choices and convenient travel options. Canada Jetlines will provide exciting vacation packages to iconic Canadian destinations and beyond through strong partnerships with airports, CVBs, tourism entities, hotels, hospitality brands and attractions. With a projected growth of 15 aircrafts by 2025, Canada Jetlines aims to offer the best-in-class operating economics, customer comfort and fly-by-wire technology, providing an elevated guest centric experience from the first touch point.

We seek Safe Harbor.

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