Global Crossing Airlines Provides an Update on FAA Certification and Special Meeting of Shareholders

Editor -

Global Crossing Airlines Group Inc. (TSXV: JET) (OTCQB: JETMF) (the "Company" or "GlobalX") is pleased to provide an update on the FAA Certification process and the Special Meeting of Shareholders scheduled for June 23, 2021, at 9:00 a.m. (Vancouver time) (the "Special Meeting").

Certification Update

The Company continues to make steady progress on the completion of FAA certification process. The most recent milestone was the commencement of proving run flights on June 8th. These flights are projected to continue for at least 2 weeks for US Flag carrier as well as supplemental charter certification (subject to FAA oversight and performance).

In addition, there has been progress with new contracts (subject to FAA Certification and DOT approval) and airplane acquisitions. GlobalX anticipates delivery of its third aircraft in September and fourth aircraft in October. Both aircraft are currently under LOI and with final inspections expected to be completed soon.

Special Meeting Update

One of the other certification milestones is confirmation of compliance with U.S. laws and regulations of the United States Department of Transportation ("DOT") to ensure that the Company is under the actual control of U.S. citizens. The Company previously announced that it will be holding the Special Meeting to approve a reorganization of its share capital (the "Share Capital Reorganization"). A new class of non-voting shares will be created designated as the Class B Non-Voting Common Stock (the "Class B Non-Voting Shares"). All holders of Common Shares who are not U.S. citizens will have their Common Shares exchanged for Class B Non-Voting Shares. Except for the fact that the Class B Non-Voting Shares will be non-voting, in all other respects they will be identical to the Common Shares.

Upon completion of the Share Capital Reorganization the Company will have three classes of shares: (i) shares of Common Stock ("Common Shares"); (ii) Class A Non-Voting Common Stock (the "Class A Non-Voting Shares"); and (iii) the Class B Non-Voting Shares. Subject to the 25% voting limitation for Non-U.S. citizens set forth in the Company's Bylaws, the Class A Non-Voting Shares and Class B Non-Voting Shares are convertible into Common Shares at the election of the holder. At the Special Meeting, shareholders will be asked to approve the Share Capital Reorganization. The Share Capital Reorganization resolution must be passed, with or without variation, by:

  1. at least 66 2/3 per cent of the votes cast by the holders of Common Shares, present in person or represented by proxy in respect of the Share Capital Reorganization resolution at the Special Meeting; and
  2. at least 50% per cent of the votes cast by the holders of Common Shares who are not U.S. citizens, control persons, affiliates, promoters, directors, officers or other insiders of the Company, present in person or represented by proxy in respect of the Share Capital Reorganization Resolution at the Meeting (the "Minority Approval").

In determining the Minority Approval, the 11,443,787 Common Shares held by directors, officers and insiders of the Company will be excluded from voting, along with the shares held by US citizens which will be determined after final proxies are received. The Company does not have a "control person" as such term is defined in Ontario Securities Commission Rule 56-501.

After the completion of the Share Capital Reorganization, it is the Company's expectation that the Common Shares and Class B Non-Voting Shares shall trade as separate classes on the TSX Venture Exchange. After the Share Capital Reorganization, non-US citizens will be permitted to purchase Common Shares on the TSX Venture Exchange. The Company estimates that it will have outstanding 21,429,380 Common Shares, 5,537,313 Class A Non-Voting Shares and 19,543,040 Class B Non-Voting Shares.

For further details please refer to a copy of the Notice of Meeting, Information Circular, Proxy and Voting Instruction form (collectively, the "Meeting Materials") that are available on the Company's SEDAR profile at www.sedar.com.

Equity Compensation

In accordance with the stock option plan approved in 2020 by the GlobalX board authorizing 5.4 million shares, the Company has also issued a total of 790,000 restricted share units ("RSUs") to directors, officers, employees and consultants. This represents 14% of the total authorized number of options/RSU's which can be issued under the plan. To date 43% have been issued in total. The RSUs vest annually in three installments over a three year period from the date of grant.