Mr. Percy Gyara reports

CANADA JETLINES (NEO: CJET) ANNOUNCES CLOSING OF FIRST TRANCHE OF $13.5 MILLION EQUITY FINANCING

Canada Jetlines Operations Ltd. has closed the first tranche of its non-brokered private placement with a single arm's-length investor to raise a total of $13,500,001. The offering consists of common shares issued at 17.21252 cents per share. The investor is Jetstream Aviation Inc. which is a Canadian corporation.

The closing of the first tranche of the offering resulted in the investor purchasing 19,598,017 shares, equal to approximately 19.9 per cent of the issued and outstanding shares of the company, for an aggregate purchase price of $3,373,313. The shares issued in the first tranche of the offering are subject to a hold period that expires on Feb. 6, 2024.

The completion of the second tranche and third tranche of the offering shall require shareholder approval under the rules and policies of exchange as it will result in the creation of a new control person. The company intends to obtain shareholder approval for the second and third tranche at a special meeting of shareholders that has been scheduled for Nov. 14, 2023, in Ontario.

Assuming shareholder approval is obtained, the second tranche is scheduled to close two business days after the meeting. The second tranche will see the investor purchase an additional 29,416,635 shares, equal to approximately 15 per cent of the then issued and outstanding shares of the company (approximately 35 per cent in the aggregate), for an aggregate purchase price of $5,063,344.

Assuming shareholder approval is obtained, the third tranche is scheduled to close 60 calendar days after the meeting. The third tranche will see the investor purchase an additional 29,416,635 shares, equal to approximately 15 per cent of the then issued and outstanding shares of the company (approximately 50 per cent in the aggregate), for an aggregate purchase price of $5,063,344.

Upon completion of all three tranches of the offering, the investor will hold 78,431,287 shares of the company representing approximately 50 per cent of the current issued and outstanding shares of the company.

As part of the transaction, the investor will have the right to nominate two directors to the board of directors of the company. The first director will be nominated concurrent with the closing of the second tranche of the offering. The second director will be nominated concurrent with the closing of the third tranche of the offering.

The company intends to use the net proceeds of the offering for aircraft acquisition and general corporate and working capital purposes. The closing of the offering is subject to customary closing conditions, including the receipt of the approval of the exchange. No brokerage commissions or finder's fees are payable in connection with the offering.

As a result of the closing of the first tranche of the offering, Jetstream holds a total of 19,598,017 shares, which represents approximately 19.9 per cent of the company's issued and outstanding shares. Upon closing of the second and third tranches of the offering, Jetstream will hold 78,431,287 shares of the company representing approximately 50 per cent of the issued and outstanding shares of the company at such time.

About Canada Jetlines Operations Ltd.

Canada Jetlines Operations is a value-focused leisure airline that flies to high-demand sunny destinations. Canada Jetlines' three revenue streams offer diversified growth potential: passenger revenue, chartered/ACMI (aircraft, crew, maintenance and insurance) flights and Jetlines vacations. Jetlines vacations expand cash flow through ancillary revenue streams, including hotels, land, cruise, transfer and insurance plus destination co-operative marketing support. Currently operating three Airbus A320s, Canada Jetlines is targeting to reach a fleet of 15 aircrafts by 2025.

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