Canada Jetlines Announces Closing of Oversubscribed Private Placement

Toronto, Ontario--(Newsfile Corp. - August 9, 2021) - Canada Jetlines Operations Ltd. (the "Company" or "Jetlines") announces that it has closed its previously announced non-brokered private placement (the "Offering"). Due to investor demand, the Company increased the size of the Offering from $5 million and closed on final gross proceeds of $6,599,064.80. The Offering consisted of 16,497,662 units issued at $0.40 per unit (each a "Unit"). Each Unit consists of, depending on residency of the subscriber, one common voting share or one variable voting share (each a "Share") and one half of one warrant (each whole warrant a "Warrant"). Each Warrant entitles the holder thereof to purchase an additional Share for $0.70 for a period of 24 months after closing. Subscribers who are Canadian received common voting shares and subscribers who are not Canadian received variable voting shares. The Company also issued 1,125,328 Warrants to finders as part of a finder's fee for certain subscribers who participated in the Offering.

The Company intends to use the net proceeds of the Offering to advance the Canadian airline licensing process and for general corporate and working capital purposes.

To demonstrate continued support of the Company, certain directors and officers of the Company participated in the Offering and acquired 610,500 Units for proceeds of $244,200. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction will be 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 MI 61-101, as neither the fair market value of the gross securities to be issued under the Offering nor the consideration to be paid by the insiders will exceed 25% of the Company's market capitalization. The Company did not file a material change report related to this financing more than 21 days before the expected closing of the Offering as required by MI 61-101 since the details of the participation by the related parties of the Company were not settled until shortly prior to the closing of the Offering and the Company wished to close on an expedited basis for sound business reasons. The Units that will be acquired by the related parties have been acquired pursuant to an exemption from the prospectus requirement in section 2.24 of National Instrument 45-106.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

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:

Eddy Doyle
Chief Executive Officer
Canada Jetlines Operations Ltd.
Email: info@jetlines.ca

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 use of proceeds of the Offering, the Company's intention to fly as a low-cost airline, the destinations of its intended flights and the completion of the CTA approval process 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 Jetlines' business model; the timely receipt of governmental approvals; Jetlines concluding a definitive agreement for the Aircraft; the timely commencement of operations by Jetlines and the success of such operations; the legislative and regulatory environments of the jurisdictions where Jetlines will carry on business or have operations; the impact of competition and the competitive response to Jetlines' 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 Jetlines' 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.

NOT FOR DISSEMINATION IN THE UNITED STATES
OR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/92526