Canada Jetlines Expands Financing Participation to Include Existing Shareholders

From Canada Jetlines Ltd

VANCOUVER, B.C., June 9, 2020 — Canada Jetlines Ltd. (JET: TSX-V) (the “Company” or “Jetlines”) is pleased to announce that due to demand, it is expanding the availability of its US$1.5 million financing (the “Offering”) to allow participation from existing securityholders who may not otherwise qualify as accredited investors. The Offering is being completed in connection with the shareholder approved the business combination transaction (the “Transaction”) of Global Crossing Airlines, Inc. (“GlobalX”) and Jetlines.

The Offering consists of units issued at US$0.25 per unit (each a “Unit”) for minimum/maximum gross proceeds of US$1.5 million. Each Unit consists, depending on residency, of one common voting or variable voting share (each a “Share”) and one warrant (each a “Warrant”). Each Warrant entitles the holder thereof to purchase an additional Share for US$0.50 for a period of 24 months after closing. All Shares and Warrants are issued post the Company’s one for ten share consolidation that will be completed in connection with the Transaction.

The Offering is being made pursuant to certain Canadian prospectus exemptions, now including the “existing securityholder” exemption and “purchasers advised by investment dealers” exemption, where applicable. Both the “existing securityholder” and “purchasers advised by investment dealers” exemptions are collectively referred to as the “Existing Securityholder Exemptions”.

As the Existing Security Holder Exemption contains certain restrictions and is only available in certain jurisdictions in Canada, subscribers that do not qualify under the Existing Security Holder Exemption may qualify to participate under other prospectus exemptions, such as the accredited investor exemption. To comply with the criteria of the Existing Security Holder Exemption, the ability of existing shareholders holders to participate in the Offering shall be subject to, among other criteria, the following:

  • June 8, 2020 has been set as the record date (the “Record Date“) for the purpose of determining existing security holders entitled to purchase Units pursuant to the Existing Shareholder Exemption.
  • To participate, a qualified shareholder must deliver an executed subscription agreement in the required form, which will include the requirements of the Existing Security Holder Exemption.
  • The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot exceed Cdn$15,000 per twelve-month period unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
  • There is a minimum subscription amount of US$2,500.
  • Subscriptions will be accepted by the Company on a “first come, first served basis”. Therefore, if the Offering is over-subscribed it is possible that a shareholders subscription may not be accepted by the Company. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions, management reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions.

Further terms and conditions shall be set out in the form of subscription agreement that will be made available to interested shareholders, who are directed to contact investor.relations@jetlines.com to provide subscription requests

Closing of the Offering remains subject to the approval of the TSX Venture Exchange. The Company confirms that there is no material fact or material change related to the Company which has not been generally disclosed. All Shares issued in connection with the Offering will be subject to a four month hold period from the date of issuance of such shares. The net proceeds of the Offering shall be used as set out in the Company’s Management Information Circular dated March 30, 2020 which is available on SEDAR at www.sedar.com.

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 Unites 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.

Global Crossing Airlines and Canada Jetlines Ltd. Announce CAD100 Million Equity Investment Agreement with The Global Emerging Markets

From Canada Jetlines Ltd

May 6, 2020 – VANCOUVER, BRITISH COLUMBIA, Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”) is pleased to announce that further to the news release by the Company on December 13, 2019 and February 6, 2020, the Company has scheduled a Special Meeting of shareholders (the “Meeting”) to approve the business combination (the “Transaction”) of Jetlines and Global Crossing Airlines, Inc. (“GLOBALX”). The Meeting is scheduled for May 27, 2020 at 10:00 a.m. (PDT). The Company also confirms that it has received conditional approval for the Transaction from the TSX Venture Exchange. A copy of the Notice of Meeting, Information Circular, Proxy and Voting Instruction form (collectively, the “Meeting Materials”) are available on the Company’s SEDAR profile at http://www.sedar.com.

It is the intention of the Company to hold the Meeting at the location stated in this Notice of Meeting. However, due restrictions and recommendations regarding public meetings and social distancing measures as a result of COVID‐19, shareholders and other guests are strongly encouraged not to attend in person at the Meeting. Given concerns regarding COVID‐19 and to mitigate risks to the health and safety of our communities, the Company encourages shareholders to vote in advance of the Meeting and reminds them that proxy voting instructions are included in the notice of Meeting, management information circular and proxy statements provided to them in connection with the Meeting (collectively, the “Meeting Materials”). Completed registered shareholder proxies can be mailed ahead of time, as usual to the Company’s transfer agent, Computershare Investor Services Inc. at 9th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, by telephone at 1‐866‐964‐0492 or online at http://www.investorvote.com for tabulation in advance of the Meeting.

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR.

Additional information as required will be provided by way of a subsequent news release. Trading in the common shares of the Company on the Exchange will remain halted until such time as the requirements of the Exchange are met.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Jetlines should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Jetlines Announces Business Combination with Global Crossing Airlines

Provided by Canada Jetlines Ltd/Globe Newswire

VANCOUVER, British Columbia, Dec. 13, 2019 (GLOBE NEWSWIRE) — Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”) announces that it has entered into a letter of intent (the “LOI”) with Global Crossing Airlines (“GLOBALX”) with respect to a business combination of Jetlines and GLOBALX (the “Transaction”). GLOBALX is a developing United States based charter airline and is financially backed by two Miami based private-equity firms.

GLOBALX is a Delaware corporation in the pre-revenue stage with its head office located at Miami International Airport. GLOBALX plans to operate a US 121 charter airline using the Airbus A320-200 aircraft. GLOBALX business model includes the intention to provide ACMI and wet lease contracts to airlines operating within and to the United States and develop aircraft interchange with leading European charter/tour operators GLOBALX is currently in regulatory certification and is led by an operating team with a combined 140 years’ experience – including the former head of maintenance for two major US based A320 LCC carriers, and two retired Principal FAA inspectors with specific experience in the new Safety Management Systems and Quality Assurance.

In addition to the core business of GLOBALX, the combined entity (“Resulting Issuer”) will continue with an operating plan for Canada. This includes continuing to advance the Air Operator Certificate for Jetlines through the continued refinement of the Jetlines operating manuals and maintained in submission ready status. The Resulting Issuer also intends to initially operate charter operations in concert with major tour operators from Canadian cities to major leisure destinations in the United States. It is intended that GLOBALX aircraft will be used to operate these flights – branded as Jetlines, operated by GLOBALX.

Jetlines has determined that the Transaction provides the best opportunity at the present time to maximize value for the Company. The current intra-Canadian airline market is in a state of flux with consolidation ongoing at the major carriers, as well as at least three currently operating or planned market entrants in the Ultra-Low Cost Carrier segment. There is also no certainty regarding when the Canadian Competition Bureau will complete its investigation into WestJet and Swoop, or what the results of that investigation may be. The Transaction provides Jetlines with an opportunity to fly cross border with support from strategic partners who can provide lift, crews, marketing, sales, and capitalization. It also preserves the longer-term opportunity to continue with an intra-Canadian airline operation.

Mr. Mark Morabito commented, “While Jetlines made significant progress in building out a management team, advancing the airline licensing process, establishing systems, securing routes and obtaining financing commitments, ultimately current market conditions necessitated a change in strategy. The GLOBALX plan preserves Jetlines strategy long term and provides a more immediate opportunity to commence airline operations. I am resigning from Jetlines at this time in order to facilitate the GLOBALX transaction and its plans to restructure management.”

The Transaction is subject to the execution of a definitive transaction documents, approval of the TSX Venture Exchange (the “Exchange”), approval of the Jetlines and GLOBALX shareholders and other conditions customary for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all.

Transaction Highlights

The following are the highlights of the terms and conditions of the LOI:

  • The Transaction is subject to the parties executing definitive transaction documents on or before January 30, 2020 (the “Transaction Documents”) and the final structure of the Transaction is to be determined upon the receipt of securities, tax and financial advice.
  • GLOBALX has outstanding the following securities: 500 shares, nil warrants and nil stock options.
  • The exchange ratio for the Transaction will (subject to adjustment for the Bridge Loan (defined below)) result in existing shareholders of Jetlines holding 49% of the common and variable voting shares of the Resulting Issuer (“Resulting Issuer Shares”) and shareholders of GLOBALX holding 51% of the Resulting Issuer Shares.     

Jetlines Commences Legal Proceedings Against WestJet Co-Founder David Neeleman and Affiliates

Provided by Canada Jetlines Ltd/Globe Newswire

VANCOUVER, British Columbia, Nov. 22, 2019 (GLOBE NEWSWIRE) — Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”) announces that the Company has commenced legal proceedings in the United States District Court (District of Connecticut) against David Neeleman, DGN Corporation and Breeze Aviation Group, Inc. for tortious interference with business expectancy and violation of the Connecticut Unfair Trade Practices Act.  The case is No. 3:19-cv-01850.

The Complaint and any subsequent filings in the case will be available for public viewing on the US federal courts’ PACER system, usually within 24 hours of their docketing. The system can be accessed here: https://pcl.uscourts.gov/pcl/index.jsf. A copy of the Complaint is also available at https://jetlines.com/_resources/Complaint-Action-no-01850.pdf. Jetlines will make further announcements on the case in due course.

Jetlines loses SmartLynx and InHarv investments, postpones launch and reduces its activity until the Competition Bureau finalizes its WestJet investigation

Provided by Canada Jetlines Ltd./Globe Newswire

VANCOUVER, British Columbia, Oct. 28, 2019 (GLOBE NEWSWIRE) — Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”) postpones launch date until Competition Bureau defines its position.

The Company advises that it has not satisfied the financing condition to secure $40 million in financing in addition to the funds committed by SmartLynx. As a result, SmartLynx and InHarv ULCC Growth Fund have exercised their rights to terminate their investment commitments. The Dec 17, 2019 Launch date will need to be postponed and the Company will not pay additional deposits and will therefore not receive their first two Airbus 320 it has planned to receive in November this year. No further date will be announced until funding is secured.

One of the principal concerns encountered by Jetlines team while engaging with investors is that they believe the existing dominant members of Canada’s aviation duopoly will react very aggressively once the company starts operations, and in fact have already done so in anticipation of Jetlines entry into the market. Specifically, Jetlines retained market analysis experts that concluded there is ample evidence to state that:

  1. Swoop is pricing lower than other airlines, and significantly lower than the other ULCC entrant serving Canadian and transborder passengers;

  2. Empirical evidence suggests that Swoop is pricing below avoidable costs on the routes identified by the Competition Bureau in their current investigation;

  3. Empirical evidence suggests that Swoop is pricing below avoidable costs on routes other than those identified by the Competition Bureau in their current investigation;

  4. Qualitative analysis of changes in service illustrates Swoop / WestJet’s rapid increase in capacity beyond what economic sense might dictate;

  5. After Flair discontinued service to and from Hamilton, ON, Swoop maintained higher prices on the routes where Flair discontinued service than their other routes; and

  6. Although Jetlines’ avoidable costs will be lower than Swoop’s, empirical evidence suggests that Swoop is pricing below Jetlines’ avoidable costs as well — and is attempting to deter entry by Jetlines on its proposed routes.

In the opinion of Jetlines management and its retained experts, the above factors all amount to an abuse of dominance. Senior representatives from the Company’s management team made multiple appearances before the Competition Bureau between January and July 2019.

An Air Protest was staged in the month of July to motivate the Competition Bureau to define its position on the current investigation the Bureau is conducing on WestJet and Swoop. The Company believes further consolidation in the Canadian Airline Industry is making the market opportunity even bigger and has confidence in raising the money once there is a firm position by the Competition Bureau.

In order to conserve cash, the Company will lay off most employees except for a core team lead by the Executive Chairman who will continue meeting with investors trying to secure financing. The Company intends to rehire employees again once proper funding has been secured. In addition, the Company’s CEO, Mr. Javier Suarez, has tendered his resignation effective immediately. The Company will begin the process to identify a replacement CEO. Mr. Zygimantas Surintas has also tendered his resignation as a director of the Company.

Most contracts signed for airline systems have been put on hold and will be ready to be restarted once the airline is ready to launch. Similarly, all the manuals that have been submitted to Transport Canada in order to obtain the Airline Operators Certificate will be kept and updated as required.

Mark Morabito, Executive Chairman comments, “It is very unfortunate that we have to postpone our launch date. We have built as much as anybody can without access to more capital. We have invested in bringing on board the most talented people who have done an incredible job putting together our operations manuals and systems, our brand, website and all other commercial components needed for launch.”

The Company also confirms that, further to its press release of October 8, 2019, the total amount of debt settled through the issuance of 738,094 shares is $195,595.

Jetlines Provides Operations Update

Provided by Canada Jetlines Ltd./Globe Newswire

VANCOUVER, British Columbia, Oct. 08, 2019 (GLOBE NEWSWIRE) — Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”) is pleased to provide a further update on its advancement of operations and corporate matters.

Jetlines recently signed a 7-year agreement with Jeppesen to supply the Enroute, Approach Navigation Charts and Airway Manuals. This information is delivered to each pilot’s Electronic Flight Bags digitally by Jeppesen FliteDeck Pro, the industry’s leading navigation app. Jeppesen is a market leader and has been providing accurate navigation information for more than 80 years.

The Company also commenced talent-based hiring assessments for Pilots, Flight Attendants and other Leadership Positions in the beginning of September. These specifically designed and broadly used Gallup assessments will evaluate and identify the individuals to be invited to personal interviews once Jetlines enters into that phase of the hiring process. Jetlines intends to employ the Gallup processes to help it build an exceptional workplace, focusing on talent, mission-driven work, world-class managers and strengths-based development.

Gallup is a global analytics and advice firm that helps leaders and organizations solve their most pressing problems – they have more data and insights on the attitudes and behaviors of employees, customers, students and citizens than any other organization in the world.

The Company also announces that it has agreed to settle debts owing to arm’s length third party (the “Creditors”) through the issuance of common and variable voting shares of the Company (the “Debt Settlements”). Pursuant to the Debt Settlement, the Company would issue 738,094 common and variable voting shares of the Company (the “Shares”). The issuance of the Shares to the Creditors is subject to the approval of the TSX Venture Exchange. All securities issued will be subject to a four month hold period which will expire on the date that is four months and one day from the date of issue.

Jetlines Provides Financing Update

Provided by Canada Jetlines Ltd./Globe Newswire

VANCOUVER, British Columbia, Sept. 30, 2019 (GLOBE NEWSWIRE) — Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”) is providing an update on its financing progress. The Company has made significant advancements towards launching commercial airline operations which have been detailed in prior news releases. Commercial agreements have been concluded with airports, suppliers, service providers and other key stakeholders. Jetlines has also made progress in the licensing process through the submission of operations manuals and licensing documents to Transport Canada and the Canadian Transportation Agency. However, the completion of the financing required to launch airline operations remains critical to Jetlines continued advancement and launch.

With regards to financing efforts, Jetlines is currently discussing the opportunity with a number of institutions whose investments would be sufficient to launch operations. At this time, Jetlines’ partners at SmartLynx Airlines SIA and InHarv ULCC Growth Fund (“InHarv”) remain committed to seeing Jetlines through the financing process. Jetlines intent is to convert investor interest into financing commitments, but it cannot provide any assurances that this will occur. Jetlines will provide further updates to the market with respect to its financing efforts through future news releases.

Jetlines Confirms SmartLynx Commitment and Provides Commercial and Operational Updates

Provided by Canada Jetlines Ltd/Globe Newswire

VANCOUVER, British Columbia, Sept. 03, 2019 (GLOBE NEWSWIRE) — Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”) announces that SmartLynx Airlines SIA (“SmartLynx”) remains committed to Jetlines and has agreed to extend the funding milestone under the definitive subscription agreement. The new deadline is September 30, 2019, such completion date subject to further extension or waiver by SmartLynx based on its assessment of corporate progress (see update below on commercial and operational progress).

As specified in the Company’s press release of July 8, SmartLynx will provide $7.5 million in financing under the terms of a convertible debenture. The amended offering terms were set to match the financing terms agreed to with InHarv ULCC Growth Fund (“InHarv”). Please refer to the Company’s press releases dated July 8, 2019 and July 30, 2019 for further information on the SmartLynx financing.

Mark Morabito, Executive Chairman, commented “I am pleased that SmartLynx has elected to push out our funding milestone and would like to thank both SmartLynx and InHarv for their continued support as true partners of Jetlines. It is important to remember that SmartLynx specializes in full-service ACMI (Aircraft-Crew-Maintenance-Insurance) aircraft lease services and is the leading ACMI provider in Europe for Airbus A320 aircraft. SmartLynx aircraft have been utilized by major airlines including Norwegian, EasyJet, Thomas Cook and TUI and its partnership with Jetlines extends not only through SmartLynx’ s investment, but also through SmartLynx’ s ability to contribute its years of experience in airline operations, aircraft leases, maintenance operations and other matters to help Jetlines succeed”.

The Company is pleased to provide an update on significant recent commercial and operational developments.

Commercial

Jetlines has completed the build of its new website and it is ready to sell tickets. Following successful integration by Jetlines ancillary services partners, Booking.com and CarTrawler, the new website enables customers to rent cars and book hotels at very competitive prices, and the Company to maximize ancillary revenues.

In recent months, Jetlines has secured remarkable brand awareness thanks to our new tagline Flying Sucks Less When You Pay Less, and to our Protest in the Sky video-release, which has been viewed by thousands of Canadians. In partnership with award-winning marketing agency Cossette, Jetlines has developed and plans to deploy a launch campaign as soon as the Company receives permission to sell tickets.

Operations

Jetlines continues to advance its Air Operator Certificate (AOC) application with Transport Canada, having now submitted all but one of the required operations manuals. Once operational, the Company is confident that the processes it has defined will enable the airline to exceed the highest safety standards.

The Company has completed the incorporation of most of the required software systems, utilizing the latest in technological automation and cloud platform solutions. In preparation for launch, Jetlines continues to build-out its expert operational team, which now incudes a COO, VP Flight Operations, VP Maintenance, Head of Training, Chief Pilot, Flight Attendant Manager and Safety Manager. 

Jetlines believes that due to proposed consolidations resulting from a surge in M&A activity in the Canadian airline industry, the ULCC market opportunity has never been greater. The Company is looking forward to the Competition Bureau announcing its position on its ongoing investigation into WestJet’s alleged predatory pricing through its subsidiary, Swoop.

The Company continues to make progress on building out the airline and is now closer than ever to starting operations. The Company and SmartLynx are currently reworking the aircraft lease arrangements. However, the final date for airline launch is subject to meeting the financial requirements of Canadian regulatory authorities. The Company will provide further timing updates once the necessary funding commitments have been secured. Please refer to the Company’s management’s discussion and analysis for the six-months ended June 30, 2019 for further information on the SmartLynx aircraft lease agreements.

Jetlines Announces Definitive Subscription Agreement for Amended SmartLynx Financing

Provided by Canada Jetlines Ltd/Globe Newswire

VANCOUVER, British Columbia, July 30, 2019 (GLOBE NEWSWIRE) — Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”) announces that, further to its press release of July 8, 2019, SmartLynx Airlines SIA (“SmartLynx”) and Jetlines have entered into a definitive subscription agreement (the “Agreement”) with respect to the amended terms of the $7.5 million financing by SmartLynx. Under the amended terms of the financing, SmartLynx will provide $7.5 million in financing under the terms of a convertible debenture. The amended offering terms are set to match the financing terms agreed to with InHarv ULCC Growth Fund (“InHarv”).

Details of the Offering

The terms of the offering (the “Offering”) are set out in the Agreement between SmartLynx and Jetlines. The Offering will consist of 7,500 units (each, a “Unit”), with each Unit comprised of one $1,000 principal amount 10.00% senior secured convertible debenture of Jetlines (each, a “Debenture”) and 2,439.02439 variable voting share purchase warrants (each, a “Warrant”), and with each Warrant entitling the holder thereof to acquire one variable voting share of Jetlines (each, a “Warrant Share”) at a price of $0.41 per Warrant Share for a period of 36 months from the date of closing. The Company will issue a total of 18,292,682 Warrants to SmartLynx as part of the Units subscribed for by SmartLynx.

The terms of the Debentures include:

  • a maturity date on such date that is 36 months from the date of issuance of the Debentures (the “Maturity Date”) and the principal amount of the Debentures (the “Principal Amount”), together with any accrued and unpaid interest thereon, will be payable on the Maturity Date, unless earlier converted in accordance with its terms;
  • each draw of the Principal Amount will accrue interest (“Interest”) from the drawdown date of such draw at the rate of 10% per annum, which Interest will be payable in cash annually on the anniversary date of the drawdown date of such draw, and on the conversion date or the Maturity Date, as the case may be;
  • all or a portion of the Principal Amount outstanding is convertible into variable voting shares of the Company (each, a “Share”) at the option of the holder at a conversion price of $0.41 per Share; and
  • the Debentures are subject to an origination fee of 5%, payable in Shares on each drawdown date at an issue price equal to the market price at the time of such drawdown date.

The funds will be available for drawdown based on the satisfaction of certain conditions.

The gross proceeds of the Offering will be released after Jetlines achieves certain milestones as described below. $5.25 million (70%) of the proceeds shall be released upon the Company raising additional funds (the “Funding Milestone”) from a subsequent financing by September 1, 2019 (such completion date subject to waiver by SmartLynx). The Funding Milestone will be calculated by adding the amount realized through the exercise of previously issued warrants since November 1, 2018 and the final amount committed under the InHarv financing at closing, and subtracting that total number from $40 million. In addition, the Company will be required to receive from the Canada Transportation Agency an order allowing it to sell tickets for airline travel.

The remaining $2.25 million (30%) of the proceeds shall be released upon the receipt by Jetlines Operations of its air operator certificate from Transport Canada.

The obligation of the Company to repay the Principal Amount and all unpaid Interest thereon to SmartLynx will be secured by a security interest granted by Jetlines to SmartLynx over all of the Company’s present and after-acquired property pursuant to a general security agreement to be entered into. These financial terms match the terms agreed to with InHarv. The Company intends to close both the InHarv and SmartLynx financings concurrently, with an expected closing date in August, 2019.

Certain aspects of the relationship between the parties will continue to be governed the framework agreement (the “Framework Agreement”) entered into by the parties in December 2018. The Framework Agreement covers matters including the right of SmartLynx to appoint a single Board member to the Company and Jetlines Operations, rights to participate on Board committees, arrangements regarding the review of aircraft leases, the grant of a pro-rata right to SmartLynx to participate in future financings and certain other rights detailing with operational and expenditure matters of the Company and Jetlines Operations. Certain consequential amendments will be made to the Framework Agreement to reflect the new terms of the Offering.

The closing of the Offering is conditional upon 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, execution of definitive documentation, disinterested shareholder approval and the receipt of all other necessary consents, approvals and authorizations required by either party.

Option Grant

The Company has granted 225,000 stock options to a director of the Company. The stock options have been issued for a five-year term, with one quarter vesting every six months from the date of grant.

Jetlines calls out the lack of Canadian Airline Competition with First-Ever Protest in the Sky

Provided by Canada Jetlines Ltd/Globe Newswire

The ultra-low-cost carrier is encouraging Canadians to sign a petition to show they want increased competition and decreased airfares

VANCOUVER, British Columbia, July 25, 2019 (GLOBE NEWSWIRE) — Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”), the first ultra-low-fare carrier in Canada has staged a protest in the one place the airline duopoly think they own: the sky. Using four planes, 18 skydivers and the Jetlines CEO, an airborne protest was staged to call out the lack of Canadian airline competition. This act was to rally Canadians, investors and the Competition Bureau around the idea of increased competition and decreased airfares.

The ultra-low-fare carrier is encouraging people to go to Jetlines’s website fightback.jetlines.ca/and sign an online petition that will be presented to the Canadian Competition Bureau, the government agency that ensures markets operate in a competitive manner to prevent abusive monopolistic practices. While several airlines have attempted to enter the Canadian market, the duopoly has pushed them out with short-term match-pricing at prices below their avoidable costs. Thus far, Canada’s Competition Bureau has done little to rectify this issue. The Competition Bureau is currently investigating WestJet and their subsidiary new airline for “predatory pricing” to undercut new entrants. Under Canada’s competition laws, predatory pricing occurs when an incumbent with market power sets its prices below avoidable costs.

“Canadians pay among the highest airfares in the world and we’re the only developed country without an ULCC as two high cost airlines control approximately 85% of the domestic market,” says Javier Suarez, CEO for Jetlines. “We know Canadians are fed up as there are between five and six million passenger trips per year by land over to the US each year to fly on US low cost carriers, based out of northern US airports, that in many cases only operate from those airports due to the robust Canadian passenger traffic. We’re urging consumers to go online and to show their support for more competition and lower fares in Canada.”

The entrance of Jetlines has the potential to dramatically reduce airfares for Canadians on a long-term, sustainable basis. In just two decades, the ultra-low-cost carrier (ULCC) model has proven to be highly profitable and successful throughout the world. They generate economic growth but most importantly, they give consumers the freedom to travel more often. While more of these airlines are taking off, Canada has not tapped into the high demand for this kind of travel due to the anti-competitive environment of the existing Canadian duopoly. As a consequence, there is a lack of competition, that drives up prices, making consumers suffer.