TORONTO–(BUSINESS WIRE) — Canada Jetlines Operations Ltd. (NEO: CJET) (“Canada Jetlines” or the “Company”) the new, all-Canadian, leisure airline, is pleased to announce that on September 30, 2022 it closed its non-brokered private placement to raise gross proceeds of $1,889,497.22 (the “Offering”). The Offering consisted of units issued at $0.255 per unit (each a “Unit”). Each Unit consists of one common or variable voting share (each a “Share”) and one half of one warrant (each whole warrant a “Warrant”). Each Warrant entitles the holder thereof to purchase an additional Share (each a “Warrant Share”) for a period of 24 months after closing at a price of $0.40 per Warrant Share.
To encourage share ownership by employees of the Company, the Company offered all its employees that chance to participate in the Offering with a bonus incentive. Employees that participated in the Offering received one additional Unit (each a “Bonus 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 million of the Offering. The Company also paid $14,886.90 in finder’s 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 («MI 61-101«). 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% 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.
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This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
