TORONTO, October 31, 2022–(BUSINESS WIRE)–Canada Jetlines Operations Ltd. (NEO: CJET) (“Airlines of Canada“or the”Company“) the new all-Canadian leisure airline, announces that it has closed its non-brokered private placement with its new President, Brigitte Goersch, and has raised gross proceeds of $150,000.18 (the “Offer“). The offering consisted of units issued at $0.255 per unit (each a “Unity“). Each unit consists of one variable voting share (each a “To share“) and half a term (each full term one “To guarantee“). Each warrant entitles its holder to purchase one additional share (each a “Warrant action“) until October 28, 2024 at a price of $0.40 per warrant share.

The Company also announces that it has entered into a loan agreement for a loan of $1,000,000 (the “Ready“) of Roosheila Group Inc. (the “Lender“) and received the $1,000,000 gross proceeds of the loan. The lender is a holding company for Reg Christian, a company director and travel industry veteran. The terms of the loan include:

  • the Loan bears interest at the rate of 7% per annum;

  • a maturity date of October 28, 2026;

  • principal and interest are payable in equal monthly installments for the 48-month term;

  • the lender will receive 25,000 common shares on the date that is 12 months after the closing date and an additional 25,000 common shares on the date that is 24 months after the closing date;

  • the lender is granted the right of appointment to the board of directors for the term of the loan; and

  • the loan is unsecured.

The Company intends to use the net proceeds of the placement and the loan for the acquisition of aircraft, for general corporate purposes and for working capital.

Ms. Brigitte Goersch, Chairman of the Board of the Company, acquired $150,000 of units under the placement. In addition, the Lender is affiliated with a director of the Company (Reg Christian). Ms. Goersch’s participation in the Offer and the Lender’s participation in the Loan are each considered a related party transaction within the meaning of NI 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“). Related party transactions are exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of the Regulation 61-101 as neither the fair market value of the consideration to be issued in connection with the transaction nor the consideration to be paid by insiders will exceed 25% of the market capitalization of the Company The Company will not be filing a report of change material related to this financing more than 21 days prior to the scheduled closing of the Loan as required by NI 61-101 as the details of the Company’s related party participation were not settled until just prior to the closing and that the Company wished to close on an accelerated basis for valid business reasons acquired by the related parties will be acquired by virtue of an exemption from the prospectus requirement provided for in section 2.24 of Regulation 45-106.

Visit Jetlines.com to learn more and book reservations and vacation packages with your favorite travel agent. Follow Canada Jetlines on all social media platforms and follow #CanadaJetlines for the latest news and updates.

This press release does not constitute an offer of securities for sale in the United States. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States absent registration in United States or an applicable exemption from registration requirements in the United States. .

About Canada Jetlines

Canada Jetlines is a leisure-focused airline that will use a growing fleet of Airbus 320 aircraft to provide Canadians with valuable vacation choices and convenient travel options. Canada Jetlines will deliver exciting vacation packages to iconic Canadian destinations and beyond through strong partnerships with airports, CVBs, tourism entities, hotels, hotel brands and attractions. With an expected growth of 15 aircraft by 2025, Canada Jetlines aims to deliver the best in operating economics, customer comfort and electric flight technology, delivering a customer-centric experience from the first point of contact. To learn more, please visit www.jetlines.com and follow all social media platforms for news and updates.

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Caution Regarding Forward-Looking Information

This press release contains “forward-looking information” regarding anticipated developments and events that may occur in the future. Forward-looking information contained in this press release includes, but is not limited to, the company’s intention to operate as a leisure airline, the intention to offer the lowest possible price, the number of aircraft it intends to operate, the destinations of its planned flights, the use of the offering and loan proceeds and the activities of Jetlines.

In some instances, forward-looking information can be identified by the use of words such as “plans”, “expects”, “budget”, “expected”, “estimates”, “anticipates”, “intends”, ” anticipates” or variations of such words and phrases or statements that certain actions, events or results “could”, “could”, “will”, “could” or “will be taken”, “occur” or “will be achieved” suggesting future results, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements regarding future events or performance. The forward-looking information contained in this press release is based on certain factors and assumptions regarding, among other things, the receipt of funding to start flight operations; the accuracy, reliability and success of Jetlines’ business model; the timely receipt of government approvals; Jetlines reaching a definitive agreement for the planes to begin flight operations; the rapid start of operations by Jetlines and the success of these operations; the legislative and regulatory environments of the jurisdictions where Jetlines will operate or carry on business; the impact of competition and the competitive response to Jetlines’ business strategy; and aircraft availability. Although 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 that 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. These factors include risks relating to the ability to obtain financing on acceptable terms, the impact of general economic conditions, domestic and international airline industry conditions, the Company’s inability to enter into final dates for aircraft acquisition, supply chain disruptions leading to schedule delays, impact of global uncertainty created by COVID-19, future shareholder relationships, price volatility fuel, increased operating costs, terrorism, pandemics, natural disasters, currency fluctuations, interest rates, risks specific to the airline industry, management’s ability to implement Jetlines’ operational strategy, the ability to attract qualified managers and personnel, labor disputes, regulatory risks, including risks related the acquisition of necessary licenses from regulatory agencies, 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 the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or expected. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this press release. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update any forward-looking information.

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