MIAMI, FL., June 29, 2021 – Global Crossing Airlines Group Inc. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “GlobalX”) and Canada Jetlines Operations Ltd. (“Jetlines”) are pleased to announce that effective June 28, 2021 they have closed the plan of arrangement (the “Arrangement“) pursuant to which GlobalX has completed a spin-out of the shares of Jetlines to its shareholders.
Each shareholder of GlobalX as of the record date for the Arrangement (“Record Date”), will receive one share of Jetlines for every two shares of GlobalX held on the Record Date. It is expected that the Jetlines shares shall be distributed to GlobalX shareholders on or about July 2, 2021. The Jetlines shares are distributed by way of dividend at a value of Cdn$0.15 per Jetlines shares with 50% of the Jetlines shares being subject to a transfer restriction that will expire 12 months from the effective date of the Arrangement. As of the closing of the Arrangement there are a total of 33,403,145 Jetlines shares issued and outstanding (including the 8,350,786 shares that have been retained by GlobalX representing 25% of the issued and outstanding Jetlines shares).
In order to comply with regulatory requirements for foreign control of a Canadian airline, Jetlines established a dual class share structure of Common Shares and Variable Voting Shares. Common Voting Shares carry one vote per share at meetings of shareholders of Jetlines. The number of votes for each Variable Voting Share is subject to adjustment in the event that foreign voting control limits are exceeded as prescribed by the Canada Transportation Agency. Common Voting Shares may only be owned or controlled by persons who are Canadians and Variable Voting Shares may only be owned or controlled by persons who are not Canadians. As a result Canadian shareholders of GlobalX will receive Common Voting Shares of Jetlines and non-Canadian shareholders of GlobalX will receive Variable Voting Shares of Jetlines. Going forward if additional Jetlines shares are purchased, such shares will be deemed to be automatically converted to Common Voting Shares when held by Canadians and to Variable Voting Shares when held by non-Canadians.
As a result of the Arrangement, adjustments were made to certain of the issued and outstanding warrants of GlobalX issued on June 23, 2020 (the “June 2020 Warrants”) and July 10, 2020 (the “July 2020 Warrants”). The table below sets out the final adjustment to the warrants assuming a holder had 1,000 warrants prior to the adjustments from the Arrangement.
For further details on the Arrangement and the business of Jetlines following the Arrangement, please refer to the Information Notice that is available on SEDAR at www.sedar.com.
The securities to be issued under the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. It is anticipated that any securities to be issued under the Arrangement will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
About Global Crossing Airlines
GlobalX is a US 121 domestic flag and supplemental airline now in FAA certification using the Airbus A320 family aircraft. GlobalX has taken delivery of one A320 and one A321 aircraft as it prepares for revenue operations. Subject to FAA and DOT approvals, GlobalX intends to fly as an ACMI and wet lease charter airline serving the US, Caribbean and Latin American markets.
For more information please visit www.globalxair.com.
About Canada Jetlines
Canada Jetlines is a Canadian Low Cost Carrier that intends to begin operations, pending CTA approval, as a Tour Operator with flights into popular sun destinations in the USA and Mexico. Canada Jetlines intends to operate a very efficient fleet of Airbus A320 Aircraft providing safe, reliable, friendly, and consistent service to Canadians.
For more information about everything Canada Jetlines, please visit www.jetlines.ca.
For more information, please contact:
EVP and CFO
Global Crossing Airlines Group, Inc.
Tel: 786.751.8503 (0)
The Howard Group Inc.
Toll Free: 1-888-221-0915
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” concerning anticipated developments and events that may occur in the future. Forward-looking information contained in this news release includes, but is not limited to, the Company’s intention to fly as an ACMI and wet lease charter airline, the destinations of its intended charter flights, the timeline to commencement of its charter flights, the completion of the FAA certification process, the details of the spin-out of Jetlines, creation and business of Jetlines.
In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or ” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of financing to commence airline operations, the accuracy, reliability and success of GlobalX’s business model; the timely receipt of governmental approvals; GlobalX concluding a definitive agreement for the Aircraft; the timely commencement of operations by GlobalX and the success of such operations; the legislative and regulatory environments of the jurisdictions where GlobalX will carry on business or have operations; the impact of competition and the competitive response to GlobalX’s business strategy; and the availability of aircraft. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks related to, the ability to obtain financing at acceptable terms, the impact of general economic conditions, domestic and international airline industry conditions, the failure of the Company to conclude a definitive agreement to acquire the Aircraft, the impact of the global uncertainty created by COVID-19, future relations with shareholders, volatility of fuel prices, increases in operating costs, terrorism, pandemics, natural disasters, currency fluctuations, interest rates, risks specific to the airline industry, the ability of management to implement GlobalX’s operational strategy, the ability to attract qualified management and staff, labour disputes, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, and the additional risks identified in the “Risk Factors” section of the Company’s reports and filings with applicable Canadian securities regulators. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update any forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.