Under U.S. laws and the regulations of the United States Department of Transportation (“DOT“), the Company must be under the actual control of U.S. citizens at all times. By law, the Company’s president/CEO and at least two-thirds of the Company’s board of directors and other managing officers must be U.S. citizens and not more than 25 percent of the Company’s voting stock may be owned or controlled by non-U.S. citizens (although consistent with DOT policy, the Company’s overall foreign economic ownership may be as high as 49 percent).
In order to ensure compliance with DOT requirements to complete one of the final steps in the certification process, the Company is proposing 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 Common Stock (the “Class B Shares“). Except for the fact that the Class B Shares will be non-voting, in all other respects they will be identical to the Common Shares. All holders of Common Shares who are not U.S. citizens will have their Common Shares exchanged for Class B Shares. In addition, an amendment will be made to the Company’s Bylaws to change the percentage of the Company’s outstanding stock that may be owned (beneficially or of record) by persons who are not U.S. citizens from 49.9% to 49.0%.
The Share Capital Reorganization is subject to the approval of the Company’s shareholders and regulatory approvals, including the approval of the TSX Venture Exchange. The Meeting is scheduled for June 23, 2021 at 9:00 a.m. (PDT). On the mailing date, a copy of the Notice of Meeting, Information Circular, Proxy and Voting Instruction form (collectively, the “Meeting Materials”) will be available on the Company’s SEDAR profile at www.sedar.com. Shareholders should consult the Meeting Materials for further details regarding the Share Capital Reorganization.
The Company will provide further details in a subsequent press release regarding the effective date for the Share Capital Reorganization and details regarding the trading of the Company’s shares on the TSX Venture Exchange.
About Global Crossing Airlines Group
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.
For more information, please contact:
EVP and CFO
Global Crossing Airlines
786- 751-8503 (O)
The Howard Group Inc.
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, and the details of the completion of the FAA certification process.
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; 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/84854