Mr. Ryan Goepel reports

GLOBAL CROSSING AIRLINES ANNOUNCES CLOSING OF ISSUANCE OF ADDITIONAL NOTES

Global Crossing Airlines Group Inc. has closed the placement of an additional $5-million (U.S.) of senior secured notes due 2029 with a fund managed by Axar Capital Management LP and its affiliates (the investor), a value-oriented alternative investment firm with over $2.3-billion (U.S.) in assets under management. These notes are the same series as the $35-million (U.S.) of senior secured notes due 2029 that were issued on Aug. 2, 2023.

The financing consisted of the sale of $5-million (U.S.) of senior secured notes and accompanying warrants to purchase the company's common stock.

The terms of the notes are the same as the August, 2023, notes, including:

• A six-year term and maturity date of Aug. 2, 2029;
• The notes will bear interest at a fixed rate of 15 per cent per annum and include an upfront fee of 1.75 per cent of the principal payment;
• The company will be permitted to prepay all (but not less than all) of the notes as follows beginning on Aug. 2, 2025, subject to a redemption premium;
• At closing, the investor will be issued 1,428,736 warrants exercisable into one share of common stock at an exercise price of $1 (U.S.) per share, with such warrants expiring on June 30, 2030;
• Each of the company's material subsidiaries will guarantee the notes;
• The notes and the related guarantees will be secured by a lien on substantially all of the property and assets of the company and the guarantors of the notes.

The net proceeds of the financing will be used to repurchase $4,316,000 principal amount of the August, 2023, notes, with the balance expected to be used for general corporate purposes, including the transaction expenses and deposits to expand its current fleet of aircraft. As a result of the note repurchase the company is also acquiring and cancelling 1,233,285 warrants that were originally issued to the holder on Aug. 2, 2023, and that had an exercise of $1 (U.S.) per share.

Pursuant to Canadian Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, the investor's participation in the financing constitutes a related party transaction as the investor is a related party of the company due to Andrew Axelrod being a director of the company and the investor being an affiliated entity of Mr. Axelrod. The company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that at the time the investor's participation in the financing was agreed to, neither the fair market value of the securities to be distributed in the financing nor the consideration to be received for those securities, insofar as the financing involved the related party, exceeds 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 closing of the financing as required by MI 61-101 since the details of the participation by the related parties of the company were not settled until just prior to closing and the company wished to close on an expedited basis for sound business reasons.

About Global Crossing Airlines Group Inc.

Global is a U.S. 121 domestic flag and supplemental airline flying the Airbus A320 family aircraft. Global flies as a passenger ACMI (aircraft, crew, maintenance and insurance) and charter airline serving the United States, Caribbean, European and Latin American markets. Global is also now operating ACMI cargo service flying the A321 freighter. Global is IATA Operational Safety Audit certified by International Air Transport Association and holds TCOs for Europe and the United Kingdom.

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