Canada Jetlines Ltd. (TSXV: JET) (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 firstname.lastname@example.org 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.