Canada Jetlines Ltd. (TSX-V: JET) (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.”