GlobalX Shareholders to Receive One Share of Canada Jetlines for Every Two Shares of GlobalX
Miami, Florida--(Newsfile Corp. - April 20, 2021) - Global Crossing Airlines Group Inc. (TSXV: JET) (OTCQB: JETMF) (the "Company" or "GlobalX") is pleased to provide an update on the spin-out of Canada Jetlines Operations Ltd. ("Jetlines"), by plan of arrangement, to its shareholders (the "Transaction"). GlobalX and Jetlines have entered into an Arrangement Agreement pursuant to which the ownership interest of Jetlines will be distributed to the shareholders of GlobalX. Each shareholder of GlobalX, as of the record date for the Transaction ("Record Date"), will receive one share of Jetlines for every two shares of GlobalX held on the Record Date. After distribution GlobalX will retain 25% of Jetlines shares, with 75% held by GlobalX shareholders as of the Record Date. On the closing of the Transaction, Jetlines and GlobalX will be operated as separate companies with separate management teams and Boards of Directors (see below for additional information).
Figure 1 - Canada Jetlines Livery
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Transaction Details
The transaction will be carried out by way of statutory plan of arrangement pursuant to the Canada Business Corporations Act ("CBCA"). Under the terms of the Transaction, GlobalX will distribute 75% of the shares of Jetlines to GlobalX's shareholders as of the Record Date and retain a 25% interest in Jetlines. Each shareholder of GlobalX as of the Record Date will receive one share of Jetlines for every two shares of GlobalX held on the Record Date. Jetlines intends to operate as a Canadian charter airline once applicable regulatory approvals are in place and the Transaction is essential to achieve compliance with foreign ownership and control restrictions applicable to Canadian airlines.
Subsequent to the completion of the Transaction, the Company intends to complete a private placement financing of Jetlines and seek a listing of the Jetlines shares on the TSX Venture Exchange, but no assurance can be provided that such financing will be completed or that a listing will be obtained. Any such listing will be subject to Jetlines fulfilling all of the requirements of the applicable stock exchange.
The Record Date has not yet been determined but will be announced in a future press release. GlobalX expects that the Record Date, and closing of the Transaction, will occur prior to the end of Q2, 2021. The Jetlines shares will be subject to resale restrictions with 50% of the Jetlines shares being subject to escrow at the time of completion of the spin-out and released in twelve months.
Management and Directors
Jetlines has identified an experienced management team and Board of Directors to lead its business:
Management
Eddy Doyle, Chief Executive Officer - Captain Doyle has over 35 years experience in aviation. He started his career as a pilot in the Canadian Air Force before joining Air Canada in 1989. He has over 11,000 hours flying experience, having flown Airbus and Boeing aircraft domestically and internationally. At Air Canada he was responsible for nearly 4,000 pilots, dispatchers, load agents, and administrative staff. He played a crucial role in the Air Canada restructuring process of 2004, the negotiation with the pilots' union of the agreement that allowed the creation of Rouge and major cost control improvements. He served in many management roles during his career at Air Canada such as: Chief Pilot Member of the management team responsible for the Air Canada bankruptcy restructuring process and Vice President Flight Operations. After retiring from Air Canada, Captain Doyle took the position of Deputy-CEO at Bamboo Airways in Vietnam, where he helped launch the airline. He helped grow the airline to 25 aircraft (A320 & B787) by the end of its first year in operation. Additional accomplishments include obtaining the IATA Operational Safety Audit certificate; achieving the best on-time performance in Vietnam and being recognized by the Vietnam Economic Times as the Best Service Airline in Vietnam
Duncan Bureau - Commercial Advisor - Duncan has a vast experience in commercial aviation, having previously served in several key roles in the industry including: Senior VP Sales & Distribution at Etihad, President Air Canada Rouge, Global Vice President Sales & Distribution Air Canada, Senior VP Global Sales & Distribution at Malaysia Airlines and VP Sales & Partnerships at WestJet.
Vic Charlebois - VP Flight Operations - Vic has over 35 years experience in the industry and was previously employed by Jetlines as VP Flight Operations for two years. He is the primary author of several of the critical AOC manuals that will be submitted to Transport Canada. He has previously served in the same role with First Air, Zoom Airlines and Canada 3000 after an 18 year career in the Canadian Air Force.
Board of Directors
The Honourable Jean Charest - As the former Deputy Prime Minister of Canada and Premier of Québec, Jean Charest is one of Canada's most recognized political figures. He was first elected to Canada's House of Commons in 1984 and by 1986 he became the youngest person to be named to cabinet when he assumed the role of Minister of State for the Youth. He was notably the initiator of the negotiation for the Canada-European Union Comprehensive Economic Trade Agreement (CETA). As Minister of the Environment, he led Canada's delegation at the 1992 Earth Summit on the economy and the environment in Rio and was praised for his leadership role among G7 countries on climate change and biodiversity. The Charest government has been a world leader on the environment and climate change, and best known for a major initiative for the sustainable development of Northern Québec called "Plan Nord". Furthermore, the Charest government initiated an unprecedented labour mobility agreement between France and Québec. Under his leadership, Québec experienced a sustained period of economic prosperity with stronger economic growth from 2008 to 2012 than the rest of Canada, the U.S and Europe despite a global financial and economic crisis.
In 2017-2018 Jean Charest led a year long consultation and delivered a report entitled "Vision 2025" about the future of the aerospace industry in Canada on behalf of the Aerospace Industry Association of Canada (AIAC). In 2019, he was named Special envoy for the Canadian Prime Minister in the race to win a seat on the United Nations Security Council. More recently, he joined the Wilson Center border task force which studies the issue of US-Canadian cross border travel restrictions. Jean Charest is a Partner at McCarthy Tétrault.
Ravinder Minhas - Ravinder Minhas has a Bachelor of Science in Oil & Gas Engineering from the University of Calgary. After completing his degree, along with his sister Manjit, he co-founded Minhas Breweries and Distilleries which they grew to a company with sales in five Canadian provinces, 41 states and 19 countries. In 2002, Ravinder and his sister incorporated Mountain Crest Brewing Company in Alberta to create and sell premium beer at discounted prices. In 2006, they became the youngest brewery owners in the world after purchasing the second oldest brewery in the U.S, Joseph Huber Brewing Company in Wisconsin, which they renamed to "Minhas Craft Brewery". The Minhas Craft Brewery is now ranked in the Top 10 breweries largest breweries in America. Ravinder has a passion for the arts and in 2012 he co-founded Spotlight Television & Film, a company that produces scripted, documentary and reality programs with over 480 hours of national and award winning television content. In addition to his passion for arts, Ravinder's strong sense of community and social responsibility led him to serve as a board member of the Calgary Stampede.
David Kruschell - David Kruschell is President & CEO at Frontier Lodging Solutions, a workforce and corporate lodging company based in Calgary, Alberta. David has an extensive knowledge of the travel industry having held several key executive positions in this sector over his career. Prior to Frontier Lodging, David was Senior Vice President, Client Management & Consulting at Direct Travel, a leader in travel management in north America, employing over 725 travel professionals in Canada. David started his career in travel in 1994 at the Rider BTI Travel Group and held the role of Vice President, Western Canada from 1996 to 2000. David then embarked on an entrepreneurial path acting as partner and President in a series of UNIGLOBE branded businesses. David was able to grow each business through client acquisition and mergers culminating in 2014 with the creation of UNIGLOBE One Travel. By 2018 the company had grown to over 600 corporate clients and over $300 million in annual sales. In 2018, David and his partners sold Uniglobe One Travel to Direct Travel of Denver, CO.
Additional Information
The completion of the Transaction would not affect in any way the current shareholdings of shareholders in Global Crossing Airlines Group Inc. The completion of the Transaction and distribution of any securities to shareholders in the new proposed company is subject to a number of conditions including the approval of the British Columbia Supreme Court and receipt of required regulatory approvals, including the Director of the CBCA. There is no certainty the transaction will be completed on the terms currently proposed or at all and the Board of GlobalX may determine to not proceed with the Transaction should there be a change in market conditions or investor interest or should another opportunity arise that would similarly enhance value for shareholders.
Further details on the Transaction will be provided in subsequent news releases.
The securities to be issued under the Transaction 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 Transaction 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 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:
Ryan Goepel
EVP and CFO
Global Crossing Airlines
786- 751-8503 (O)
Email: Ryan.goepel@globalxair.com
Jeff Walker
Vice President
The Howard Group Inc.
Email: jeff@howardgroupinc.com
Tel: 403.221-0915
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, timelines for the Record Date and Closing Date of the Transaction, and the distribution of shares of Jetlines to shareholders of the Company.
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 timely removal of air travel restrictions to Venezuela 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; failure to receive approval of the British Columbia Supreme Court for the Transaction, 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.
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