Jetlines Announces Definitive Subscription Agreement for Financing with Korean Special Purpose Fund
VANCOUVER, BRITISH COLUMBIA, Canada Jetlines Ltd. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “Jetlines”) is pleased to announce that it has entered into a definitive subscription agreement (the “Agreement”) with InHarv Partners Ltd. (“InHarv”), on behalf of a Korean special purpose fund to be called InHarv ULCC Growth Fund (the “SPV Fund”), for a financing of $7 million (the “Principal Amount”).
InHarv is a hybrid of venture capital and private equity based in Seoul, South Korea whose strategic stance is to raise capital in South Korea for investment in cutting edge start-ups overseas. InHarv will be acting as lead & general partner for the Korean special purpose fund, and also investing as principal. The SPV Fund is to include the investment divisions of a number of leading Korean manufacturing and financial institutions as its group of limited partners. The SPV Fund will be created by InHarv to facilitate the investment into Jetlines.
Mr. Jong Chang, Founder and Chairman of InHarv, was previously Lead Partner of Booz Allen Hamilton, a global general management consultancy in the U.S., and a Senior Vice President and founding member of KBRI (now Moody’s Korea Inc.), the first credit rating agency in Seoul. Jong used to be one of the Economic Council Members for the President of South Korea, He also held positions as an independent board member of LG Chemical Co. of the LG Group based in Seoul and as an independent board member of Saint-Gabain Korea, a leading flat glass maker. Presently, Jong is the Chairman of the Board of ToolGen, Inc. a world leading DNA editing company based in Seoul Korea, and a Board Director of Verseau Therapeutics Inc. a world leading macrophage company based in Lexington, MA, USA, and of Chromis Optical Fiber Company based in Warren, NJ, USA.
Mark Morabito, Executive Chairman, commented “As we continue to advance our financing initiative, I am pleased to announce the signing of the definitive agreement with InHarv. Mr. Chang and his team are seasoned in identifying high potential start-up companies and I look forward to welcoming Mr. Chang to the Board of Directors of Jetlines after funding is complete.”
Details of the Offering
The offering (the “Offering”) will consist of 7,000 units (each, a “Unit”), with each Unit comprised of one $1,000 principal amount 10.00% senior secured convertible debenture of Jetlines (each, a “Debenture”) and 2,439.02439 variable voting share purchase warrants (each, a “Warrant”), and with each Warrant entitling the holder thereof to acquire one variable voting share of Jetlines (each, a “Warrant Share”) at a price of $0.41 per Warrant Share for a period of 36 months from the date of closing. The Company will issue a total of 17,073,170 Warrants to the SPV Fund as part of the Units subscribed for by the SPV Fund.
The terms of the Debentures include:
- a maturity date on such date that is 36 months from the date of issuance of the Debentures (the “Maturity Date”) and the principal amount of the Debentures, together with any accrued and unpaid interest thereon, will be payable on the Maturity Date, unless earlier converted in accordance with its terms;
- each draw of the Principal Amount will accrue interest (“Interest”) from the drawdown date of such draw at the rate of 10% per annum, which Interest will be payable in cash annually on the anniversary date of the drawdown date of such draw, and on the conversion date or the Maturity Date, as the case may be;
- all or a portion of the Principal Amount outstanding is convertible into variable voting shares of the Company (each, a “Share”) at the option of the holder at a conversion price of $0.41 per Share; and
- the Debentures are subject to an origination fee of 5%, payable in Shares on each drawdown date at an issue price equal to the market price at the time of such drawdown date.
The funds will be available for drawdown based on the satisfaction of certain conditions. $4.9 million (70%) of the proceeds shall be available for drawdown by the Company once it receives from the Canada Transportation Agency an order allowing it to sell tickets for airline travel and the Company has completed additional financings for gross proceeds of $33 million. Jetlines intends to apply for this order in time to receive it in September 2019, approximately three months ahead of first flight. The remaining $2.1 million (30%) of the proceeds shall be available for drawdown upon the receipt by the Company’s subsidiary, Jetlines Operations, of its air operator certificate from Transport Canada.
The obligation of the Company to repay the Principal Amount and all unpaid Interest thereon to the SPV Fund will be secured by a security interest granted by Jetlines to the SPV Fund over all of the Company’s present and after-acquired property pursuant to a general security agreement to be entered into.
The SPV Fund is an arm’s length party to the Company and it is expected that the SPV Fund will become an insider of the Company on full conversion of the Principal Amount outstanding under the Debentures. Finders’ fees may be payable in connection with the Offering in accordance with the policies of the TSX Venture Exchange.
The Company will also grant the SPV Fund certain rights in connection with the closing of the Offering that will govern aspects of the relationship between the parties. These include the right of the SPV Fund to appoint two Board members, one of which must be a Canadian resident, and the grant of a pro-rata right to the SPV Fund to participate in future financings.
The net proceeds of the Offering will be used to further the business objectives of Jetlines in launching an ultra-low cost airline carrier in Canada, including advancing the licensing process, augmenting the leadership team with operations and commercial personnel, branding and marketing activities, as well as advance internet, digital media and IT systems initiatives.
The closing of the Offering is conditional the satisfaction of conditions to closing that will be contained in the Subscription Agreement. These conditions will include, among other things, approval of the TSX Venture Exchange for the Offering and the receipt of all other necessary consents, approvals and authorizations required by either party.
About Canada Jetlines Ltd.
Canada Jetlines is set to become Canada’s first true Ultra-Low Cost Carrier (ULCC) airline, with plans to operate flights across Canada and provide non-stop service from Canada to the United States, Mexico and the Caribbean. The Company plans to commence operations with the Airbus A320 fleet, the most widely used aircraft for ultra-low cost carriers worldwide. Jetlines is led by a board and management team with extensive experience and expertise in low-cost airlines, start-ups and capital markets. The Company was granted an unprecedented exemption from the Government of Canada that will permit it to conduct domestic air services while having up to 49% foreign voting interests.
For more information on Jetlines, please visit our website at www.jetlines.ca.
ON BEHALF OF THE BOARD
"Mark J. Morabito"
Canada Jetlines is part of the King & Bay group of companies. King & Bay is a merchant bank that specializes in identifying, funding, developing and supporting growth opportunities in the resource, aviation, and technology sectors.
For more information, please contact:
Toll Free: 1-833-226-5387
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, statements with respect to (i) the commencement of operations and the success of expected future operations of the Company; (ii) the completion of the Offering; (iii) the satisfaction of the conditions to closing of the Offering; (iv) the potential to increase the size of the Offering; or (v) the use of proceeds from the Offering.
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 satisfaction of the conditions to closing of the Offering, the satisfaction of the escrow release conditions, the terms contained in the executed agreements to be entered into by the Company or its subsidiaries with the SPV Fund, the receipt of financing to commence airline operations, the accuracy, reliability and success of the Jetlines’ business model; the timely receipt of governmental approvals; the timely commencement of operations by Jetlines and the success of such operations; the legislative and regulatory environments of the jurisdictions where the Jetlines will carry on business or have operations; the impact of competition and the competitive response to the 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, future relations with the SPV Fund, 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; risks related to disputes under the agreement with Boeing to acquire 737-Max aircraft, and the additional risks identified in the "Risk Factors" section of the Company's reports and filings with applicable Canadian securities regulators. There is no assurance that the closing of the Offering will occur. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or 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 or revise 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.
Cautionary Statements Regarding U.S. Securities Act
No securities regulatory authority has expressed an opinion about the securities described herein. No Company securities have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state, district or commonwealth of the United States (as defined in Regulation S under the U.S. Securities Act). Accordingly, these securities may not be offered or sold, directly or indirectly, within the United States or to or for the account or benefit of any "U.S. Person" (as defined in Regulation S under the U.S. Securities Act), absent an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States or any jurisdiction where such offer or sale would be unlawful, or for the account or benefit of any U.S. Person or person within the United States.