NOT FOR DISSEMINATION IN THE UNITED
STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES
Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB)
(the “
Company” or “
Jetlines”) is
pleased to announce that it has entered into a letter of intent
(the “
LOI”) with a Korean special purpose fund led
and established by InHarv Partners Ltd. (“
InHarv”)
for a financing of up to $14 million (the
“
Offering”). InHarv is a hybrid of venture capital
and private equity based in Seoul, South Korea whose strategic
stance is to raise capital in South Korea for investment in cutting
edge start-ups overseas. InHarv will be acting as lead &
general partner for the Korean special purpose fund, and also
investing as principal. The Korean special purpose fund includes
the investment divisions of a number of leading Korean
manufacturing and financial institutions as its group of limited
partners. A special purpose vehicle (the “
SPV
Fund”) will be created by InHarv to facilitate the
investment into Jetlines.
“This financing transaction with the Korean SPV
Fund is an important pillar of Jetlines’ financing plan. Combined
with the SmartLynx financing completed at the end of 2018 and $8.8m
in proceeds received through the exercise of previously issued
share purchase warrants, Jetlines has raised a significant portion
of the funds that it needs to launch airline operations. We intend
to raise the balance of the proceeds through additional debt and
equity financings in the near term and negotiations are well
advanced in this regard” commented Mark Morabito, Executive
Chairman of Jetlines.
Javier Suarez, CEO of Jetlines added “There is
significant penetration of ULCC airlines in South Korea. They
understand the value proposition associated with these types of
airlines and the returns Korean local investors have obtained
investing in these airlines. The extensive due diligence that the
Korean SVP Fund have conducted to date provides further validation
of the need for a true ULCC in Canada and Jetlines’ business
plan.”
The Founder and Chairman of InHarv is Mr. Jong
Chang. Mr. Chang was previously Lead Partner of Booz Allen
Hamilton, a global general management consultancy in the U.S., and
a Senior Vice President and founding member of KBRI (now Moody’s
Korea Inc.), the first credit rating agency in Seoul. Jong used to
be one of the Economic Council Members for the President of South
Korea, He also held positions as an independent board member of LG
Chemical Co. of the LG Group based in Seoul and as an independent
board member of Saint-Gabain Korea, a leading flat glass maker.
Presently, Jong is the Chairman of the Board of ToolGen, Inc. a
world leading DNA editing company based in Seoul Korea, and a Board
Director of Verseau Therapeutics Inc. a world leading macrophage
company based in Lexington, MA, USA, and of Chromis Optical Fiber
Company based in Warren, NJ, USA.
Details of the Offering
The Offering will consist of convertible
debentures (each, a “Debenture”) and 1,785.71
variable voting share purchase warrants (each, a
“Warrant”) for every $1,000 of principal of the
Debentures for gross proceeds of an initial tranche of $7,000,000.
The SPV has the option to increase the total gross proceeds to up
to $14,000,000 by providing notice to Jetlines within 30 days of
the date of this news release. Each Warrant is exercisable into one
additional variable voting share (each, a “Warrant
Share”) at an exercise price of $0.56 per Warrant Share
for a period of 36 months from the date of closing.
The terms of the Debentures include:
- a maturity date of 36 months from the date of issuance (the
“Maturity Date”) and the principal amount of the
Debenture, together with any accrued and unpaid interest, will be
payable on the Maturity Date, unless earlier converted in
accordance with its terms;
- the Debentures bear interest (the “Interest”) at the rate of
10% per annum, which Interest will be payable in cash annually,
unless earlier converted;
- the principal amount of the Debenture is convertible into
variable voting common shares of the Company (each, a
“Share”) at the option of the holder at a
conversion price of $0.56 per Share;
- the Debentures are subject to an origination fee of 5%, payable
in Shares based on a $0.56 Share price; and
- the funds will be available for drawdown once certain
conditions have been satisfied.
Repayment by the Company of amounts owing under
the Debentures will be secured by a charge over all of the assets
of the Company. The SPV is an arm’s length party and it is expected
that the SPV will become an insider of the Company on conversion of
the Debentures. Finders’ fees may be payable in connection with the
Financing in accordance with the policies of the TSX Venture
Exchange.
The Company will also grant the SPV certain
rights in connection with the closing of the Offering that will
govern aspects of the relationship between the parties. These
include the right of the SPV to appoint two Board members and the
grant of a pro-rata right to the SPV to participate in future
financings.
The net proceeds of the Offering will be used to
further the business objectives of Jetlines in launching an
ultra-low cost airline carrier in Canada, including advancing the
licensing process, augmenting the leadership team with operations
and commercial personnel, branding and marketing activities, as
well as advance internet, digital media and IT systems
initiatives.
The closing of the Offering is conditional on
the execution of a definitive subscription agreement (the
“Subscription Agreement”) and the satisfaction of
conditions to closing that will be contained in the Subscription
Agreement. These conditions will include, among other things,
approval of the TSX Venture Exchange for the Offering and the
receipt of all other necessary consents, approvals and
authorizations required by either party.
The Company also announces the appointment of
Mr. Jyri Strandman as a Special Operations Advisor, effective
immediately. Mr. Strandman holds over 30 years of airline
experience, most recently as Chief Operating Officer of Go Airlines
(India) (“GoAir”). During his time with GoAir, Mr. Strandman was
responsible for strengthening flight operations, engineering,
airport services, security and airside operations (ASA), flight
safety, inflight services and integrated operations control center.
Mr. Strandman held progressively senior positions with US ULCC,
Spirit Airlines from 2010 to 2017, from Director, Flight Training
and Standards to most recently, Director of Operations and VP of
Flight Operations. During his tenure, Spirit grew the Airbus fleet
by 76 aircraft, adding three different A320 variants, maintained
the flight operations and fuel budgets, and oversaw the regulatory
and operational control of the airline. Prior to his role with
Spirit Airlines, Mr. Strandman held the role of Manager, Flight
Operations Training with Virgin America from 2008 to 2010 where he
built the team to redesign all pilot training programs to a higher
training standard, at a lower total cost. Mr. Strandman is a
qualified Captain on the Airbus A320 family of aircraft, as well as
four other aircraft, with over 12,400 hours of flight
experience.
Jetlines announces the departure of Chief
Operating Officer, Mr. Michael Bata. CEO, Javier Suarez commented,
“Jetlines would like to thank Michael for his time in helping the
Company advance towards commercial operations. We wish Michael the
best in his future endeavours.”
About Canada Jetlines Ltd.
Canada Jetlines is set to become Canada’s first
true Ultra-Low Cost Carrier (ULCC) airline, with plans to operate
flights across Canada and provide non-stop service from Canada to
the United States, Mexico and the Caribbean. The Company plans to
commence operations with the Airbus A320 fleet, the most widely
used aircraft for ultra-low cost carriers worldwide. Jetlines is
led by a board and management team with extensive experience and
expertise in low-cost airlines, start-ups and capital markets. The
Company was granted an unprecedented exemption from the Government
of Canada that will permit it to conduct domestic air services
while having up to 49% foreign voting interests.
For more information on Jetlines, please visit
our website at www.jetlines.ca.
ON BEHALF OF THE BOARD
"Mark J.
Morabito"Executive Chairman
Canada Jetlines is part of the King & Bay
group of companies. King & Bay is a merchant bank that
specializes in identifying, funding, developing and supporting
growth opportunities in the resource, aviation, and technology
sectors.
For more information, please
contact:Toll Free: 1-833-226-5387Email:
investor.relations@jetlines.ca
Cautionary Note Regarding
Forward-Looking Information
This news release contains "forward-looking
information" concerning anticipated developments and events that
may occur in the future. Forward-looking information contained in
this news release includes, but is not limited to, statements with
respect to (i) the commencement of operations and the success of
expected future operations of the Company; (ii) the completion of
the Offering; (iii) the satisfaction of the conditions to closing
of the Offering; (iv) the potential to increase the size of the
Offering; or (v) the use of proceeds from the Offering.
In certain cases, forward-looking information
can be identified by the use of words such as "plans", "expects"
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or " or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "occur" or "be achieved"
suggesting future outcomes, or other expectations, beliefs, plans,
objectives, assumptions, intentions or statements about future
events or performance. Forward-looking information contained in
this news release is based on certain factors and assumptions
regarding, among other things, the satisfaction of the conditions
to closing of the Offering, the satisfaction of the escrow release
conditions, the terms contained in the executed agreements to be
entered into by the Company or its subsidiaries with the SPV, the
receipt of financing to commence airline operations, the accuracy,
reliability and success of the Jetlines’ business model; the timely
receipt of governmental approvals; the timely commencement of
operations by Jetlines and the success of such operations; the
legislative and regulatory environments of the jurisdictions where
the Jetlines will carry on business or have operations; the impact
of competition and the competitive response to the Jetlines’
business strategy; and the availability of aircraft. While the
Company considers these assumptions to be reasonable based on
information currently available to it, they may prove to be
incorrect.
Forward-looking information involves known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
information. Such factors include risks related to, the ability to
obtain financing at acceptable terms, the impact of general
economic conditions, domestic and international airline industry
conditions, future relations with the SPV, volatility of fuel
prices, increases in operating costs, terrorism, pandemics, natural
disasters, currency fluctuations, interest rates, risks specific to
the airline industry, the ability of management to implement
Jetlines’ operational strategy, the ability to attract qualified
management and staff, labour disputes, regulatory risks, including
risks relating to the acquisition of the necessary licenses and
permits; risks related to disputes under the agreement with Boeing
to acquire 737-Max aircraft, and the additional risks identified in
the "Risk Factors" section of the Company's reports and filings
with applicable Canadian securities regulators. There is no
assurance that the closing of the Offering will occur. Although the
Company has attempted to identify important factors that could
cause actual actions, events or results to differ materially from
those described in forward-looking information, there may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on forward-looking information. The
forward-looking information is made as of the date of this news
release. Except as required by applicable securities laws, the
Company does not undertake any obligation to publicly update or
revise any forward-looking information.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) has reviewed or accepts
responsibility for the adequacy or accuracy of this
release.
Cautionary Statements Regarding U.S.
Securities Act
No securities regulatory authority has expressed
an opinion about the securities described herein. No Company
securities have been or will be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act"), or the securities laws of any state, district or
commonwealth of the United States (as defined in Regulation S under
the U.S. Securities Act). Accordingly, these securities may not be
offered or sold, directly or indirectly, within the United States
or to or for the account or benefit of any "U.S. Person" (as
defined in Regulation S under the U.S. Securities Act), absent an
exemption from the registration requirements of the U.S. Securities
Act and applicable state securities laws. This news release does
not constitute an offer to sell or a solicitation of an offer to
buy any of the securities described in this news release in the
United States or any jurisdiction where such offer or sale would be
unlawful, or for the account or benefit of any U.S. Person or
person within the United States.
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