Announcements

Canada Jetlines Ltd. Announces Trading of Shares and Warrants


VANCOUVER, BC–(Marketwired – March 07, 2017) –

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

Canada Jetlines Ltd. (TSX VENTURE: JET) (the “Company” or “Jetlines”, and formerly known as Jet Metal Corp.) is pleased to confirm that commencing at the opening today its securities will resume trading on the TSX Venture Exchange (the “Exchange”). The following securities of the Company will trade on the Exchange:

  • Common and variable voting shares under the ticker symbol “JET”
  • Common share purchase warrants issued in the private placement that closed in September 2014 under the ticker symbol “JET.WT”
  • Common share purchase warrants issued in the public offering of subscription receipts that closed on February 14, 2017 under the ticker symbol “JET.WT.A”

The Company also wishes to highlight the following matters related to the execution of its business plan to become Canada’s first true ultra-low cost carrier (“ULCC”) airline:

1. First true ULCC Operating in Canada – The Company will use the proven and profitable commercial aviation ULCC model to create new passengers with low airfares, and plans to retain these passengers by demonstrating a “passion for service”. The Company plans to operate flights throughout Canada and provide non-stop service from Canada to the United States, Mexico and the Caribbean, starting with six Boeing 737 aircraft in its first year of operations.

2. Government Support – Federal Minister of Transport, Marc Garneau, has provided the Company with an exemption from the current foreign ownership rules for Canadian airlines (the “Exemption Order”). The effect of the Exemption Order is that the Company will be permitted to conduct domestic air services while having up to 49% foreign voting interests, with no single foreign investor or its affiliates having more than a 25% voting interest. The Exemption Order was granted for a five-year term ending on December 1, 2021.

3. ULCC Experience – Mr. Stan Gadek, BSc., MBA, has joined the Board of Directors of the Company. Mr. Gadek is a skilled senior airline executive who served as President, Chief Executive Officer and Chief Financial Officer of Sun Country Airlines, a Minneapolis-St. Paul based scheduled service and charter airline operating Boeing 737 aircraft that has exceeded over US$400 million in yearly revenues. At Sun Country, Mr. Gadek grew revenue and sales, reduced costs and improved customer service, resulting in four consecutive years of profitability. He expanded Sun Country’s network to 34 domestic and international destinations and developed a vacation travel division resulting in additional revenue diversification. Previously, Mr. Gadek was the Chief Financial Officer of AirTran Airways, a large Boeing 737 operator in the US discount airline market. In 2011, AirTran Airways was sold to Southwest Airlines. Mr. Gadek will provide the Company direction in operating a ULCC airline in the North American market.

4. Airline Start-up Experience – Mr. Ed Wegel, an experienced start-up airline executive, has joined the Company’s Advisory Board. Mr. Wegel was involved in the planning, funding and launch of Eastern Air Lines Inc (2015 relaunch), US Airways Express, PeoplExpress Airlines II (evolved into jetBlue), BWIA West Indies Airways and Atlantic Coast Airways. Mr. Wegel will assist the Company with foreign capital funding and aircraft acquisitions.

5. Competition Resistant Business Model – The Company’s superior cost advantage, route structure and service delivery model will allow it to continue operating profitably despite a possible reaction from other airlines. It will be costly and disruptive for users of the hub and spoke operating model to reallocate aircraft to secondary airport routes to compete directly with the Company.

6. Financing – The Company completed a public offering for gross proceeds of $6.8 million. These funds will be used to advance 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 completion of the key de-risking milestones will support the launch of airline operations and the Exemption Order will allow the Company, at the appropriate time, to access greater foreign capital to finance the development of the Company.

The Company will provide regular updates with respect to its progress.
ON BEHALF OF THE BOARD
“Mark J. Morabito”
Executive Chairman

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.
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 with respect to: (i) the use of proceeds from the first-round financing; (ii) the completion of the airline launch financing; and (iii) the business plan and future airline operations of the Company.
In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state 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 accuracy, reliability and applicability of the Jetlines’ business model; the timely receipt of governmental approvals, including the receipt of approval from regulators in Canada, the United States, Mexico and other jurisdictions where Jetlines may operate; the timely commencement of operations by Jetlines and the success of such operations; the ability of Jetlines to implement its business plan as intended; 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 acts of God, the impact of general economic conditions, changing domestic and international airline industry conditions, volatility of fuel prices, increases in operating costs, terrorism, pandemics, 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, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund operations may not be obtained 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 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.

For Investor Relations please call: 
T: 604-681-8030 x.240
F: 604-681-8039
E: info@jetmetalcorp.com 
www.jetlines.ca

Canada Jetlines Ltd. Announces Closing of Business Combination Transaction and Confirms Listing of Warrants Issued in Prospectus Financing


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

NEWS RELEASE

Canada Jetlines Ltd. Announces Closing of Business Combination Transaction and Confirms Listing of Warrants Issued in Prospectus Financing

March 1, 2017 – (TSXV: JET)

Canada Jetlines Ltd. (TSXV: JET) (the “Company” or “Jetlines”, and formerly known as Jet Metal Corp.) is pleased to announce that the net escrowed proceeds from the previously announced offering of subscription receipts (the “Offering”) have been released to the Company and the business combination transaction between Jet Metal Corp. and Canada Jetlines Ltd. (the “Transaction”) has closed. On the closing of the transaction Jet Metal Corp. changed its name to Canada Jetlines Ltd. and Canada Jetlines Ltd., now a wholly-owned subsidiary of the Company, changed its name to Canada Jetlines Operations Ltd.

In addition, the Company confirms that the TSX Venture Exchange (the “Exchange”) has confirmed the warrants that were issued in the Offering (“2017 Warrants”) will be listed for trading on the Exchange under the ticker symbol “JET.WT.A”. Trading will commence at the opening on March 7, 2017 of the Company’s common and variable voting shares, 2014 common share purchase warrants and 2017 Warrants under the ticker symbols “JET”, “JET.WT”, and “JET.WT.A”, respectively.

Release of Escrowed Proceeds of the Offering

The net proceeds held in escrow of $6,501,847.55 from the previously announced Offering have been released to the Company. 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.

Closing of the Business Combination Transaction

The Company has closed the previously announced Transaction. Pursuant to the Transaction, the Company consolidated its outstanding common shares on a 1.5:1 basis, continued as a Federal corporation pursuant to the Canada Business Corporations Act, changed its name to “Canada Jetlines Ltd.” and Canada Jetlines Operations Ltd. (formerly Canada Jetlines Ltd.) has become a wholly-owned subsidiary of the Company. The common and variable voting shares of the Company will commence trading on the Exchange, under a single ticker symbol, as a Tier 2 industrial issuer under the symbol “JET” on March 7, 2017. After giving effect to the Transaction and the Offering, there will be 57,636,409 common and variable voting shares of the Company issued and outstanding (calculated on a non-diluted basis).

Prior to the closing of the transaction, the Company issued 500,000 common shares (pre-consolidation) to settle outstanding debt of $100,000 due to King & Bay West Management Corp.

In addition, the Company has paid a finder’s fee of 443,544 common shares (post-consolidation) and $44,354.43 in cash to Cambrian Mining Finance Ltd.

New Board of Directors and Management Team

The Company welcomes a new board of directors and management team. Mark J. Morabito, Jim Scott, John Sutherland, Rejean Bourque, Stan Gadek, Deborah Robinson and Mark Lotz have been appointed as the new directors of the Company. Mr. Morabito has been appointed as Executive Chairman and Mr. Scott has been appointed as Chief Executive Officer. Additional officer appointments include Carlo Valente as Chief Financial Officer, Dix Lawson as Vice President Strategic Planning and Olen Aasen as Vice President Legal and Corporate Secretary.

Early Warning Decrease

As required pursuant to National Instrument 62-104, the following entities are providing disclosure as a result of the Transaction causing their respective ownership of securities of the Company to decrease to less than 10%.

Mr. Mark Morabito previously filed an early warning report with respect to the securities of the Company. As a result of the Transaction, Mr. Mark Morabito, through companies that he controls, will beneficially own and control 2,319,980 common shares of the Company, representing approximately 4.03% of the issued and outstanding common and variable voting shares of the Company. Assuming the exercise of all of the warrants and options which Mr. Morabito beneficially owns and controls, Mr. Morabito would own and control 3,208,870 common shares of the Company, representing approximately 5.57% of the issued and outstanding common shares of the Company. Mr. Morabito continues to hold the common shares and warrants for investment purposes and may, in the future, acquire or dispose of the common shares or warrants through the market, private or otherwise as circumstances or market conditions warrant. Mr. Morabito’s address is 1240 – 1140 West Pender St., Vancouver, B.C. V6E 4G1.

The Morabito Family Trust (“MFT”) previously filed an early warning report with respect to the securities of the Company. As a result of the Transaction, MFT will beneficially own and control 1,333,333 common shares of the Company, representing approximately 2.31% of the issued and outstanding common shares of the Company. Assuming the exercise of all of the warrants which MFT beneficially owns and controls, MFT would own and control 2,666,666 common shares of the Company, representing approximately 4.63% of the issued and outstanding common shares of the Company. MFT continues to hold the common shares and warrants for investment purposes and may, in the future, acquire or dispose of the common shares or warrants through the market, private or otherwise as circumstances or market conditions warrant. MFT’s address is Suite 802 – 1650 Bayshore Drive, Vancouver, B.C. V6G 3K2.

Early Warning Reports for the companies controlled by Mr. Mark Morabito and MFT will be filed with the applicable Canadian securities commissions and will be available at www.sedar.com.

Cautionary Statements

No securities regulatory authority has expressed an opinion about the securities described herein. No Jet Metal 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.

Additional information as required can be found in the Jet Metal Management Information Circular dated Jun 17, 2016 (the “Information Circular”) and available on SEDAR at www.sedar.com or will be provided by way of a subsequent news release. Investors are cautioned that, except as disclosed in Information Circular, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Jet Metal should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD
Mark J. Morabito
Executive Chairman

For Investor Relations or to obtain a copy of the Early Warning Reports, please call:
T: 604-681-8030 x.240
F: 604-681-8039
E: info@jetmetalcorp.com
www.jetmetalcorp.com

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 with respect to: (i) the use of proceeds from the Offering; and (ii) the business and operations of the Company.

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state 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 accuracy, reliability and applicability of the Jetlines’ business model; the timely receipt of governmental approvals, including the receipt of approval from regulators in Canada, the United States, Mexico and other jurisdictions where Jetlines may operate; the timely commencement of operations by Jetlines and the success of such operations; the ability of Jetlines to implement its business plan as intended; 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 acts of God, the impact of general economic conditions, changing domestic and international airline industry conditions, volatility of fuel prices, increases in operating costs, terrorism, pandemics, 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, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund operations may not be obtained 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 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.

Jet Metal Announces Closing of Offering of Subscription Receipts


jetmetal

Jet Metal Announces Closing of Offering of Subscription Receipts

VANCOUVER, BC–(Marketwired – February 14, 2017) –

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

Jet Metal Corp. (TSX VENTURE: JET) (the “Company” or “Jet Metal”) is pleased to announce that further to its press release of January 31, 2017, it has completed a public offering pursuant to which it has sold an aggregate of 22,778,700 subscription receipts (each, a “Subscription Receipt”) at a price of $0.30 per Subscription Receipt (the “Offering Price”) for gross proceeds of $6,833,610.00 (the “Offering”). As previously announced, Mackie Research Capital Corporation (the “Lead Agent”), together with Haywood Securities Inc., PI Financial Corp. and Echelon Wealth Partners Inc. (together with Lead Agent, the “Agents”) acted as agents in respect of the Offering. With the closing of the Offering, all material conditions to the business combination of Canada Jetlines Ltd. (“Jetlines”) and Jet Metal (the “Transaction”) have been satisfied. Jet Metal and Jetlines intend to close the Transaction on or around February 28, 2017.

Subscription Receipt Offering

Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action on the part of the holder, one unit of the Company (each a “Unit” and collectively the “Units”), upon receipt by the escrow agent, prior to the date that is 180 days from the closing of the Offering (the “Deadline”) of a release notice from the Company and Jetlines, and acknowledged by the Lead Agent on behalf of the Agents, confirming that: (a) all of the conditions precedent to the closing of the Transaction have been satisfied or waived to the satisfaction of the Company and Jetlines, (b) except as consented to in writing by the Lead Agent on behalf of the Agents, no material provision of the amalgamation agreement dated April 12, 2016 (the “Amalgamation Agreement”) between the Company and Jetlines has been amended by the parties thereto, and (c) neither the Company nor Jetlines is in material breach or default of the Agency Agreement (the “Release Notice”).

Each Unit will consist of, depending on the residency of the purchaser, one common share or one variable voting share of the Company after the completion of the Transaction (each, a “Unit Share”) and one half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase, depending on the residency of the purchaser, one common share or one variable voting share of the Company (each, a “Warrant Share”) at a price of $0.50 at any time up to 5:00 p.m. (Vancouver time) on the date which is 24 months from the date of the Release Notice.

The Company agreed to: (i) pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering and an advisory fee equal to 1.5% of the gross proceeds of the Offering, (ii) issue to the Agents 1,708,402 share purchase warrants (each, an “Agents’ Warrant”), with each Agents’ Warrant entitling the holder to acquire one Unit at the Offering Price until the date that is 24 months from the date of the Release Notice, and (iii) pay the Agents a work fee in the amount of $25,000 plus HST, (iv) reimburse the Agents for their reasonable expenses in connection with the Offering.

If the closing of the Transaction does not occur by the day that is 120 days after the Closing Date, each one Subscription Receipt will be exercisable into 1.05 Units, and thereafter at the end of each additional thirty (30) day period up to the Deadline, each Subscription Receipt will be exercisable for an additional 0.05 Units, subject to a pro-rated per diem adjustment should the Transaction close within such a thirty (30) day period.

If: (i) the closing of the Transaction does not occur by the Deadline, (ii) the Transaction is terminated in accordance with the terms of the Amalgamation Agreement between the Company and Jetlines at any earlier time, or (iii) the Company advises the Agents or announces to the public that it does not intend to complete the Transaction, then holders of Subscription Receipts will be entitled to receive an amount per Subscription Receipt equal to the Offering Price and a pro rata entitlement to the interest earned thereon. Any shortfall will be funded by the Company.
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.

Cautionary Statements

No securities regulatory authority has expressed an opinion about the securities described herein. No Jet Metal 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.

The Transaction remains subject to the final approval of the TSX Venture Exchange (“Exchange”) and other conditions customary for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Additional information as required can be found in the Jet Metal Management Information Circular dated Jun 17, 2016 (the “Information Circular”) and available on SEDAR at www.sedar.com or will be provided by way of a subsequent news release. Trading in the common shares of the Company on the Exchange will remain halted until such times as the requirements of the Exchange are met.

Investors are cautioned that, except as disclosed in Information Circular, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Jet Metal should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD
“Mark J. Morabito”
President & CEO

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 with respect to: (i) removal of conditions relating to the completion of the Transaction; (ii) the timing for the completion of the Transaction; and (iii) use of proceeds.

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state 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 accuracy, reliability and applicability of the Jetlines’ business model; the timely receipt of governmental approvals, including the receipt of approval from regulators in Canada, the United States, Mexico and other jurisdictions where Jetlines may operate; the timely commencement of operations by Jetlines and the success of such operations; the ability of Jetlines to implement its business plan as intended; 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 acts of God, the impact of general economic conditions, changing domestic and international airline industry conditions, volatility of fuel prices, increases in operating costs, terrorism, pandemics, 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, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund operations may not be obtained 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 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.

CONTACT INFORMATION
For Investor Relations, please call:
T: 604-681-8030 x.240
F: 604-681-8039
E: info@jetmetalcorp.com
www.jetmetalcorp.com

Jet Metal Announces Filing of Final Prospectus




VANCOUVER, BC–(Marketwired – January 31, 2017) –

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

Jet Metal Corp. (TSX VENTURE: JET) (the “Company” or “Jet Metal”) is pleased to announce that it has filed its final prospectus with, and obtained receipts in respect thereof from, the securities regulatory authorities in each of the provinces and territories of Canada (except Québec and Nunavut) in connection with a proposed offering of subscription receipts of the Company (each, a “Subscription Receipt”) to raise gross proceeds of a minimum of $6 million and a maximum of $10 million (the “Offering”). It is expected that the closing of the Offering will take place on or around February 14, 2017 (the “Closing Date”). Once the Offering is closed, all material conditions to the business combination of Canada Jetlines Ltd. (“Jetlines”) and Jet Metal (the “Transaction”) will have been satisfied. As a result, Jet Metal and Jetlines intend to close the Transaction on or around February 28, 2017.

Subscription Receipt Offering

The Offering will consist of a minimum of 20,000,000 and a maximum of up to 33,333,333 (the “Maximum Offering”) Subscription Receipts at a price of $0.30 per Subscription Receipt (the “Offering Price”), for gross proceeds of a minimum of $6 million and a maximum of up to $10 million. Jet Metal has entered into an agency agreement with Mackie Research Capital Corporation (the “Lead Agent”) in respect of the Offering (the “Agency Agreement”). Mackie, together with Haywood Securities Inc., PI Financial Corp. and Echelon Wealth Partners Inc. (together with the Lead Agent, the “Agents”) will offer the Subscription Receipts for sale on a best efforts, agency basis.

Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action on the part of the holder, one unit of the Company (each a “Unit” and collectively the “Units”), upon receipt by the escrow agent, prior to the date that is 180 days from the closing of the Offering (the “Deadline”) of a release notice from the Company and Jetlines, and acknowledged by the Lead Agent on behalf of the Agents, confirming that: (a) all of the conditions precedent to the closing of the Transaction have been satisfied or waived to the satisfaction of the Company and Jetlines, (b) except as consented to in writing by the Lead Agent on behalf of the Agents, no material provision of the amalgamation agreement dated April 12, 2016 (the “Amalgamation Agreement”) between the Company and Jetlines has been amended by the parties thereto, and (c) neither the Company nor Jetlines is in material breach or default of the Agency Agreement (the “Release Notice”).

Each Unit will consist of, depending on the residency of the purchaser, one common share or one variable voting share of the Company after the completion of the Transaction (each, a “Unit Share”) and one half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase, depending on the residency of the purchaser, one common share or one variable voting share of the Company (each, a “Warrant Share”) at a price of $0.50 at any time up to 5:00 p.m. (Vancouver time) on the date which is 24 months from the date of the Release Notice.
The Company has granted to the Agents an option (the “Agent’s Option”) to offer for sale up to an additional 5,000,000 Subscription Receipts in the case of the Maximum Offering (the “Agents’ Option Subscription Receipts”) at the Offering Price. The Agent’s Option is exercisable in whole or in part in the sole discretion of the Agents at any time up to 48 hours from the Closing Date and may be exercisable by the Agents to acquire Agent’s Option Subscription Receipts at the Offering Price. For certainty, the number of Agents’ Option Subscription Receipts issued in connection with the exercise of the Agent’s Option shall not exceed 15% of the number of Subscription Receipts issued pursuant to the Offering.

The Company has agreed to: (i) pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering, (ii) issue to the Agents such number of share purchase warrants (each, an “Agents’ Warrant”) as is equal to 6.0% of the number of Subscription Receipts sold under the Offering, with each Agents’ Warrant entitling the holder to acquire one Unit at the Offering Price until the date that is 24 months from the date of the Release Notice, (iii) pay the Agents a work fee in the amount of $25,000 plus HST, (iv) reimburse the Agents for their reasonable expenses in connection with the Offering, and (v) pay the Agents an advisory fee consisting of an additional cash commission equal to 1.5% of the gross proceeds of the Offering and issue to the Agents such number of Agents’ Warrants as is equal to 1.5% of the number of Subscription Receipts sold under the Offering, with each Agents’ Warrant entitling the holder to acquire one Unit at the Offering Price until the date that is 24 months from the date of the Release Notice.

If the closing of the Transaction does not occur by the day that is 120 days after the Closing Date, each one Subscription Receipt will be exercisable into 1.05 Units, and thereafter at the end of each additional thirty (30) day period up to the Deadline, each Subscription Receipt will be exercisable for an additional 0.05 Units, subject to a pro-rated per diem adjustment should the Transaction close within such a thirty (30) day period.

If: (i) the closing of the Transaction does not occur by the Deadline, (ii) the Transaction is terminated in accordance with the terms of the Amalgamation Agreement between the Company and Jetlines at any earlier time, or (iii) the Company advises the Agents or announces to the public that it does not intend to complete the Transaction, then holders of Subscription Receipts will be entitled to receive an amount per Subscription Receipt equal to the Offering Price and a pro rata entitlement to the interest earned thereon. Any shortfall will be funded by the Company.

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.

A final short form prospectus containing important information relating to the securities being offered under the public offering has been filed with securities commissions or similar authorities in the each of the provinces and territories of Canada (except Québec and Nunavut). The final short form prospectus notes that an investment in the Subscription Receipts is speculative and involves a high degree of risk. An investment in the Subscription Receipts is suitable only for those investors who are willing to risk a loss of some or all of their investment. For more information, potential investors should read the final short form prospectus, including, without limitation, the “Risk Factors” and the “Cautionary Note Regarding Forward-Looking Statements”.

A copy of the Company’s final short form prospectus relating to the Offering in Canada may be obtained by contacting the Lead Agent at 199 Bay Street, Suite 4500 Toronto, Ontario or by telephone at (416)-860-8642 or by email at etrott@mackieresearch.com.
Cautionary Statements

No securities regulatory authority has expressed an opinion about the securities described herein. No Jet Metal 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.

The Transaction remains subject to the final approval of the TSX Venture Exchange (“Exchange”) and other conditions customary for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Additional information as required can be found in the Jet Metal Management Information Circular dated Jun 17, 2016 (the “Information Circular”) and available on SEDAR at www.sedar.com or will be provided by way of a subsequent news release. Trading in the common shares of the Company on the Exchange will remain halted until such times as the requirements of the Exchange are met.

Investors are cautioned that, except as disclosed in Information Circular, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Jet Metal should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.


ON BEHALF OF THE BOARD
“Mark J. Morabito”
President & CEO

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 with respect to: (i) the completion of the Offering; (ii) removal of conditions relating to the completion of the Transaction; (iii) the timing for the completion of the Transaction and Offering; and (iv) use of proceeds.

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state 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 accuracy, reliability and applicability of the Jetlines’ business model; the timely receipt of governmental approvals, including the receipt of approval from regulators in Canada, the United States, Mexico and other jurisdictions where Jetlines may operate; the timely commencement of operations by Jetlines and the success of such operations; the ability of Jetlines to implement its business plan as intended; 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 acts of God, the impact of general economic conditions, changing domestic and international airline industry conditions, volatility of fuel prices, increases in operating costs, terrorism, pandemics, 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, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund operations may not be obtained 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 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.

Canada Jetlines and Jet Metal Confirm Receipt of Airline Foreign Ownership Exemption Order




December 6, 2016

Jet Metal Corp. (TSXV: JET) (the “Company” or “Jet Metal”) and Canada Jetlines Ltd. (“Jetlines”) are pleased to announce that the parties have received the official Ministerial Order (“Exemption Order”) from the federal Minister of Transport, Marc Garneau providing for an exemption from current foreign ownership rules for Canadian airlines. The effect of the Exemption Order is that the parties will be permitted to conduct domestic air services while having up to 49% foreign voting interests, with no single foreign investor or its affiliates having more than a 25% voting interest. The Exemption Order was granted for a five-year term ending on December 1, 2021.

Process and Support

The process to obtain the Exemption Order was a significant undertaking that required contributions from numerous different parties. Submissions in support of the Exemption Order request came from across the country, and from a variety of stakeholders ranging from airport authorities, government officials, and local chambers of commerce.

Jetlines and Jet Metal want to take this opportunity to publicly thank federal Minister of Transport, Marc Garneau and the Trudeau government for recognizing the need for more competition in the airline market and the opportunity an ultra-low cost carrier airline presents to consumers and communities throughout Canada. We would also like to thank all the Parliamentarians and key stakeholders that provided support for the Exemption Order, including:

  • The Hon. Carla Qualtrough, Minister of Sport and Persons with Disabilities and MP for Delta
  • Hon. Rona Ambrose, Leader of the Official Opposition
  • Senator Michael MacDonald, Deputy Chair Senate Standing Committee on Transport
  • Gerard Deltell, MP for Louis-Saint-Laurent
  • Raj Saini, MP for Kitchener
  • Bryan May, MP for Cambridge
  • Marwan Tabbara, MP for Kitchener South-Hespeler
  • Bob Bratina, MP for Hamilton East-Stoney Creek
  • Harold Albrecht, MP for Kitchener-Conestoga
  • Larry Miller, MP for Bruce-Grey-Owen Sound
  • Erin O’Toole, MP for Durham
  • Doug Eyolfson, MP for Charleswood-St. James-Assiniboia-Headingley
  • Ed Fast, MP for Abbotsford
  • Maxime Bernier, MP for Beauce
  • Kelly Block, MP for Carlton Trail-Eagle Creek
  • Halifax International Airport
  • Charlottetown International Airport
  • Moncton International Airport
  • Quebec City Jean Lesage International Airport
  • Chair, Regional Municipality of Waterloo
  • City of Waterloo
  • City of Cambridge
  • City of Kitchener
  • City of Hamilton
  • Greater Kitchener-Waterloo Chamber of Commerce
  • Region of Waterloo International Airport
  • Hamilton International Airport
  • London International Airport
  • Ottawa International Airport
  • Winnipeg International Airport
  • Red Deer Airport
  • Vancouver International Airport
  • Kelowna International Airport
  • Prince George Airport
  • Victoria International Airport
  • Prince George Chamber of Commerce
  • Richmond Chamber of Commerce
  • City of Kelowna
  • City of Victoria

Exemption Order Details

Jet Metal and Jetlines have previously disclosed the terms of a business combination transaction pursuant to which Jet Metal will acquire Jetlines by way of a three-cornered amalgamation (the “Transaction”). On completion of the transaction Jet Metal will be a publicly traded holding company that will carry out the business of Jetlines through a wholly-owned operating subsidiary named Canada Jetlines Operations Ltd. (the “Operating Subsidiary”). References to the “Resulting Issuer” refer to Jet Metal upon completion of the Transaction.

On May 16, 2016, Jet Metal and Jetlines submitted to Minister Garneau, a request for the issuance of an exemption order pursuant to subsection 62(1) of the Canada Transportation Act (“CTA”). The request was for the Operating Subsidiary to be exempt from the current 25% foreign voting interest limit in the CTA and be permitted to have up to 49% foreign voting interests.

The Exemption Order was granted for a five-year term ending on December 1, 2021 and will permit the Operating Subsidiary to conduct domestic air services once it satisfies all of the remaining licensing requirements. The Exemption Order was granted subject to certain conditions, including:

  • at all times, at least 51% of the voting interest of the Operating Subsidiary must be owned by Canadians;
  • no single foreign investor or its affiliates can own more than a 25% voting interest in the Operating Subsidiary;
  • no non-Canadian air carrier or its affiliates can own more than a 25% voting interest in the Operating Subsidiary;
  • at all times the Operating Subsidiary must be controlled in fact by Canadians; and
  • at the end of the term of the Exemption Order, the Operating Subsidiary must conform to the legislative framework regarding the ownership of Canadian air carries that is in place at such time.

As the Operating Subsidiary will be a wholly-owned subsidiary of the Resulting Issuer, the Exemption Order will permit foreign ownership in the publicly traded Resulting Issuer at up to 49% voting interests, with no single foreign investor or its affiliates having more than a 25% voting interest.

Regulatory Disclosure

The Transaction remains subject to the final approval of the Exchange and other conditions customary for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Additional information as required can be found in the Jet Metal Management Information Circular dated Jun 17, 2016 and available on SEDAR at www.sedar.com or will be provided by way of a subsequent news release. Trading in the common shares of the Company on the Exchange will remain halted until such times as the requirements of the Exchange are met.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Jet Metal should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF JET METAL CORP.

“Mark J. Morabito”
President & CEO

ON BEHALF OF CANADA JETLINES LTD.

“Jim Scott”
Chief Executive Officer

For more information, please call:
Chris Froggatt,
NATIONAL Public Relations
T: 613-2189545
E: cfroggatt@national.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, statements with respect to with respect to: (i) Jetlines’ business objectives; (ii) removal of conditions relating to the completion of the Transaction; (iii) the completion of the licensing process; and (iv) receipt of TSXV approval of the Transaction.

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state 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 accuracy, reliability and applicability of the Jetlines’ business model; the timely receipt of governmental approvals, including the receipt of approval from regulators in Canada, the United States, Mexico and other jurisdictions where Jetlines may operate; the timely commencement of operations by Jetlines and the success of such operations; the ability of Jetlines to implement its business plan as intended; 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 acts of God, the impact of general economic conditions, changing domestic and international airline industry conditions, volatility of fuel prices, increases in operating costs, terrorism, pandemics, 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, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund operations may not be obtained 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 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 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.

JET METAL ANNOUNCES FILING OF PRELIMINARY PROSPECTUS AND PROVIDES CANADA JETLINES TRANSACTION UPDATE




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

NEWS RELEASE

Jet Metal Announces Filing of Preliminary Prospectus and
Provides Canada Jetlines Transaction Update

November 25, 2016
Jet Metal Corp. (TSXV: JET)
(the “Company” or “Jet Metal”) is pleased to announce that it has filed a preliminary short form prospectus dated November 25, 2016 in the each of the provinces and territories of Canada (except Québec and Nunavut) in connection with a proposed offering of subscription receipts of the Company (each, a “Subscription Receipt”) to raise gross proceeds of a minimum of $6 million and a maximum of $10 million (the “Offering”). The Company is also pleased to provide an update with respect to the business combination of Canada Jetlines Ltd. (“Jetlines”) and Jet Metal (the “Transaction”) detailed in the news releases by the Company on February 17, 2016, April 13, 2016, June 16, 2016 and November 3, 2016.

Subscription Receipt Offering

The Offering will consist of a minimum of 20,000,000 and a maximum of up to 33,333,333 (the “Maximum Offering”) Subscription Receipts at a price of $0.30 per Subscription Receipt (the “Offering Price”), for gross proceeds of a minimum of $6 million and a maximum of up to $10 million. Jet Metal has entered into an engagement letter with Mackie Research Capital Corporation (the “Lead Agent”) in respect of the Offering, which will be superseded by an agency agreement with respect to the Offering (the “Agency Agreement”). Mackie, together with Haywood Securities Inc., PI Financial Corp. and Echelon Wealth Partners Inc. (together with the Lead Agent, the “Agents”) will offer the Subscription Receipts for sale on a best efforts, agency basis.

Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action on the part of the holder, one unit of the Company (each a “Unit” and collectively the “Units”), upon receipt by the escrow agent, prior to the date that is 180 days from the closing of the Offering (the “Deadline”) of a release notice from the Company and Jetlines, and acknowledged by the Lead Agent on behalf of the Agents, confirming that: (a) all of the conditions precedent to the closing of the Transaction have been satisfied or waived to the satisfaction of the Company and Jetlines, (b) except as consented to in writing by the Lead Agent on behalf of the Agents, no material provision of the amalgamation agreement dated April 12, 2016 (the “Amalgamation Agreement”) between the Company and Jetlines has been amended by the parties thereto, and (c) neither the Company nor Jetlines is in material breach or default of the Agency Agreement (the “Release Notice”).

Each Unit will consist of, depending on the residency of the purchaser, one common share or one variable voting share of the Company after the completion of the Transaction (each, a “Unit Share”) and one half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase, depending on the residency of the purchaser, one common share or one variable voting share of the Company (each, a “Warrant Share”) at a price of $0.50 at any time up to 5:00 p.m. (Vancouver time) on the date which is 24 months from the date of the Release Notice.

The Company has granted to the Agents an option (the “Agent’s Option”) to offer for sale up to an additional 5,000,000 Subscription Receipts in the case of the Maximum Offering (the “Agents’ Option Subscription Receipts”) at the Offering Price. The Agent’s Option is exercisable in whole or in part in the sole discretion of the Agents at any time up to 48 hours from the closing date of the Offering (“Closing Date”) and may be exercisable by the Agents to acquire Agent’s Option Subscription Receipts at the Offering Price. For certainty, the number of Agents’ Option Subscription Receipts issued in connection with the exercise of the Agent’s Option shall not exceed 15% of the number of Subscription Receipts issued pursuant to the Offering.

The Company has agreed to: (i) pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering, (ii) issue to the Agents such number of share purchase warrants (each, an “Agents’ Warrant”) as is equal to 6.0% of the number of Subscription Receipts sold under the Offering, with each Agents’ Warrant entitling the holder to acquire one Unit at the Offering Price until the date that is 24 months from the date of the Release Notice, (iii) pay the Agents a work fee in the amount of $25,000 plus HST, (iv) reimburse the Agents for their reasonable expenses in connection with the Offering, and (v) pay the Agents an advisory fee consisting of an additional cash commission equal to 1.5% of the gross proceeds of the Offering and issue to the Agents such number of Agents’ Warrants as is equal to 1.5% of the number of Subscription Receipts sold under the Offering, with each Agents’ Warrant entitling the holder to acquire one Unit at the Offering Price until the date that is 24 months from the date of the Release Notice.

If the closing of the Transaction does not occur by the day that is 120 days after the Closing Date, each one Subscription Receipt will be exercisable into 1.05 Units, and thereafter at the end of each additional thirty (30) day period up to the Deadline, each Subscription Receipt will be exercisable for an additional 0.05 Units, subject to a pro-rated per diem adjustment should the Transaction close within such a thirty (30) day period.

If: (i) the closing of the Transaction does not occur by the Deadline, (ii) the Transaction is terminated in accordance with the terms of the Amalgamation Agreement between the Company and Jetlines at any earlier time, or (iii) the Company advises the Agents or announces to the public that it does not intend to complete the Transaction, then holders of Subscription Receipts will be entitled to receive an amount per Subscription Receipt equal to the Offering Price and a pro rata entitlement to the interest earned thereon. Any shortfall will be funded by the Company.

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.

A preliminary short form prospectus containing important information relating to the securities being offered under the public offering has been filed with securities commissions or similar authorities in the each of the provinces and territories of Canada (except Québec and Nunavut). The preliminary short form prospectus is still subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

A copy of the Company’s preliminary short form prospectus relating to the Offering in Canada may be obtained by contacting the Lead Agent at 199 Bay Street, Suite 4500 Toronto, Ontario or by telephone at (416)-860-8642 or by email at etrott@mackieresearch.com.

Transaction Update

As previously disclosed, Jet Metal and Jetlines entered into an Amalgamation Agreement with respect to the Transaction dated April 12, 2016. Jet Metal and Jetlines received shareholder approval for the Transaction on July 27, 2016 and Jet Metal has received the conditional approval of the TSX Venture Exchange (the “Exchange”) for the Transaction. The only material condition to the completion of the Transaction is the completion of the Offering. Assuming the completion of the Offering in December 2016, Jet Metal and Jetlines intend to complete all the required documentation and filings associated with the completion of the Transaction with a closing of the Transaction anticipated in January 2017.

Proposed Officers and Directors

As previously announced, on completion of the Transaction, certain of the current directors and officers of Jet Metal will resign. The directors and officers of the Company following closing of the Transaction will be as follows:

Mark J. Morabito
Executive Chairman and Director
Daniel James Scott
Chief Executive Officer and Director
Carlo Valente
Chief Financial Officer
Dixon Lawson
Vice President, Strategic Planning
Olen Aasen
Vice President, Legal
John Sutherland
Director
Donald Sorochan
Director
Rejean Bourque
Director
Deborah Robinson
Director
Mark Lotz
Director

Trading in Jet Metal Shares

Trading in the common shares of Jet Metal is expected to remain halted pending the satisfaction of conditions of the Exchange for resumption of trading. It is unlikely that trading in the common shares of Jet Metal will resume prior to the completion of the Transaction.

Cautionary Statements

No securities regulatory authority has expressed an opinion about the securities described herein. No Jet Metal 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.

The Transaction remains subject to the final approval of the Exchange and other conditions customary for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Additional information as required can be found in the Jet Metal Management Information Circular dated Jun 17, 2016 (the “Information Circular”) and available on SEDAR at www.sedar.com or will be provided by way of a subsequent news release. Trading in the common shares of the Company on the Exchange will remain halted until such times as the requirements of the Exchange are met.

Investors are cautioned that, except as disclosed in Information Circular, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Jet Metal should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD

“Mark J. Morabito”
President & CEO

For Investor Relations, please call:
T: 604-681-8030 x.240
F: 604-681-8039
E: info@jetmetalcorp.com
www.jetmetalcorp.com

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 with respect to: (i) the completion of the Offering; (ii) removal of conditions relating to the completion of the Transaction; (iii) the timing for the completion of the Transaction and (iv) use of proceeds.

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state 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 accuracy, reliability and applicability of the Jetlines’ business model; the timely receipt of governmental approvals, including the receipt of approval from regulators in Canada, the United States, Mexico and other jurisdictions where Jetlines may operate; the timely commencement of operations by Jetlines and the success of such operations; the ability of Jetlines to implement its business plan as intended; 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 acts of God, the impact of general economic conditions, changing domestic and international airline industry conditions, volatility of fuel prices, increases in operating costs, terrorism, pandemics, 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, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund operations may not be obtained 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 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.

Canada Jetlines and Jet Metal Corporation applaud Transport Minister Marc Garneau for approving exemption request that will allow for the launch of Canada’s first Ultra Low Cost Carrier (ULCC)


November 03, 2016 09:30 ET

VANCOUVER, BC–(Marketwired – November 03, 2016) – Jet Metal Corp. (TSX VENTURE: JET) (the “Company” or “Jet Metal”) and Canada Jetlines Ltd. (“Jetlines”) are pleased to announce that Jim Scott, CEO of Jetlines and Mark Morabito, President & CEO of Jet Metal Corp. applauded today’s announcement by federal Transport Minister, Marc Garneau, that will allow Jetlines to move one step closer to becoming operational as Canada’s first true ULCC airline. Minister Garneau announced earlier today in Montreal, that he has approved Jetlines’ request for exemption from current foreign ownership rules, which will allow the airline to access necessary capital in order to begin operations.

“Today’s announcement will pave the way for Canadian air travellers to soon have access to jet air service in both un-served and underserved markets throughout the country and all Canadians will benefit from the lower airfares provided by a ULCC,” stated Jim Scott. “This is a great news announcement that will also create thousands of jobs and help stimulate local economies in communities all across Canada. Once in operations Jetlines also intends to purchase new aircraft.”

On May 16 of this year, Jetlines and its strategic partner, Jet Metal, had applied directly to the Minister of Transport under subsection 62(1) of the Canada Transportation Act seeking to obtain a license for Jetlines at a foreign ownership threshold of up to 49%. The current rules set a foreign ownership level to a maximum of 25%. Under law, the Minister may grant an exemption, if the government believes it is in the “public interest” to do so.

“The Minister’s announcement is further confirmation that there is a lack of access to risk capital in Canada, and that foreign investment is critical to meeting consumer demand in the airline sector through increased competition,” said Mark Morabito. “With the Minister’s announcement today, we now have the opportunity to offer new options for the more than 10 million Canadians who are not choosing to fly in Canada, and to repatriate the five million annual flights Canadians have been accessing via US airports, and bring that business back to Canada.”

While approving the exemption for Jetlines, the Minister has indicated he is pursuing a permanent policy change through the legislative process, in order to provide greater opportunities for investment and more options for Canadian air travellers.

Jetlines and Jet Metal will now be working to satisfy the final conditions associated with the closing of the business combination transaction between the parties (the “Transaction”). Additional information regarding the process for the closing of the Transaction will be provided in a subsequent news release from the parties.

Regulatory Disclosure

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 Unites 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.

The Transaction remains subject to the final approval of the Exchange and other conditions customary for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Additional information as required can be found in the Jet Metal Management Information Circular dated Jun 17, 2016 and available on SEDAR at www.sedar.com or will be provided by way of a subsequent news release. Trading in the common shares of the Company on the Exchange will remain halted until such times as the requirements of the Exchange are met.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Jet Metal should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF JET METAL CORP.
“Mark J. Morabito”
President & CEO
ON BEHALF OF CANADA JETLINES LTD.
“Jim Scott”
Chief Executive Officer

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 with respect to: (i) Jetlines’ business objectives and investment requirements; (ii) removal of conditions relating to the completion of the Transaction; (iii) the financing of the transaction and start-up of a ULCC; and (iv) receipt of TSXV approval of the Transaction.

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state 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 accuracy, reliability and applicability of the Jetlines’ business model; the timely receipt of governmental approvals, including the receipt of approval from regulators in Canada, the United States, Mexico and other jurisdictions where Jetlines may operate; the timely commencement of operations by Jetlines and the success of such operations; the ability of Jetlines to implement its business plan as intended; 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 acts of God, the impact of general economic conditions, changing domestic and international airline industry conditions, volatility of fuel prices, increases in operating costs, terrorism, pandemics, 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, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund operations may not be obtained 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 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 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.

Jet Metal Provides Canada Jetlines Transaction Update


July 28, 2016

Jet Metal Corp. (TSXV: JET) (the “Company” or “Jet Metal”) is pleased to announce that further to the news releases by the Company on February 17, 2016, April 13, 2016 and June 16, 2016 Jet Metal has made significant progress in satisfying the closing conditions for the business combination of Canada Jetlines Ltd. (“Jetlines”) and Jet Metal (the“Transaction”).

Jet Metal held an annual general and special meeting (the “Meeting”) of its shareholders on July 27, 2016 to, among other matters, seek approval for the Transaction. At the Meeting, Jet Metal shareholders approved the Transaction with 97.76% of the votes cast, in person or by proxy, voting in favour of the Transaction. All other matters that were subject to shareholder vote at the Meeting were also approved. The Company has also received conditional approval from the TSX Venture Exchange (the “Exchange”) for the Transaction. All major conditions to the completion of the Transaction have now been satisfied, except for the completion of the concurrent financing.

As disclosed in the June 16, 2016 news release, Jet Metal and Jetlines have identified a foreign funding opportunity that will support the launch of Canada’s first true ultra-low cost carrier (“ULCC”) airline. This funding opportunity will facilitate the completion of the concurrent financing which is the last major condition to the closing of the Transaction. However, in order to complete this investment opportunity Jet Metal and Jetlines need an exemption order that would permit up to 49% voting interests to be held by non-Canadians.

By way of background, since February, Jetlines and Jet Metal have been engaged in extensive consultation with the Government of Canada regarding an increase in the foreign ownership limit for a Canadian airline to 49%. Based on this consultation, it is clear that the Government needs more time to consult and consider a global change to the current 25% foreign ownership limit. However, as a foreign funding opportunity has been identified, Jet Metal and Jetlines determined the best path forward was to proceed with an exemption order request.

As a result, on May 16, 2016 Jet Metal and Jetlines submitted to the Honourable Marc Garneau, Minister of Transport, a request for the issuance of an exemption order pursuant to subsection 62(1) of the Canada Transportation Act. Jetlines is specifically requesting that it be exempt from the current 25% foreign voting interest limit and be permitted to have up to 49% foreign voting interests. This request was made to facilitate investment into Jetlines by international investors that specialize in investing in and supporting start-up ULCCs throughout the world.

Transport Canada confirmed the receipt of the request for an exemption order and subsequently Jetlines has been in regular dialogue with Transport Canada and the Office of the Minister of Transport through face-to-face meetings, telephone conversations and emails. As part of the review process Jetlines has submitted detailed information regarding its business plan and the specific details of the intended foreign investors.

On June 16, 2016, Transport Canada started a consultation process with stakeholders that have an interest in the matter. Stakeholders were provided with a redacted copy of the exemption order requests and were invited to provide comments to Transport Canada. The comment period ended on July 7, 2016. At the end of the comment period, Jet Metal and Jetlines were provided with copies of all the stakeholder submissions.

Jet Metal and Jetlines were extremely pleased to see that a clear majority of the submissions received in the consultation process were supportive of the request for an exemption order. Further, the submissions came from across the country, and from a variety of stakeholders ranging from airport authorities, government officials, and local chambers of commerce. This fact alone clearly demonstrates that there is significant support for the Parties’ desire to launch Canada’s first true ULCC, especially since it will benefit local communities across the country. These submissions emphasized, among other things, the following key points:

• Airports and communities are un-served or under-served, resulting in reduced economic activity and a lost opportunity for job creation.
• The issues associated with lack of direct service as a result of the hub and spoke operations of the two major Canadian legacy airlines.
• There is room in the marketplace for a true ULCC with lower fares, with minimal impact to the legacy airlines.
• Confirmation of the lack of existing Canadian risk capital.

After the receipt of the stakeholder submissions, Jet Metal and Jetlines were given until July 15, 2016 to provide a response to the submissions. Jet Metal and Jetlines provided a response and this response was then sent back to stakeholders for final comments with a response deadline of July 28, 2016. That will conclude the process and Transport Canada will now provide a report to the Minister of Transport. The Minister of Transport will then make a final decision on the exemption order request.

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 Unites 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.

The Transaction remains subject to the final approval of the Exchange and other conditions customary for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Additional information as required can be found in the Jet Metal Management Information Circular dated Jun 17, 2016 and available on SEDAR at www.sedar.com or will be provided by way of a subsequent news release. Trading in the common shares of the Company on the Exchange will remain halted until such times as the requirements of the Exchange are met.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Jet Metal should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD

“Mark J. Morabito”
President & CEO

Request for Minister Exemption on Foreign Ownership


June 13, 2016

Canada Jetlines Ltd. (Jetlines) confirms that on May 16, 2016 it submitted to the Honourable Marc Garneau, Minister of Transport, a request for issuance of an exemption order pursuant to subsection 62(1) of the Canada Transportation Act. Jetlines is specifically requesting an exemption from the current 25% foreign voting interest limit and the permission to have up to 49% foreign voting interest. This request was made to facilitate investment into Jetlines by international investors that specialize in investing in and supporting start-up Ultra Low Cost Carriers (ULCC) throughout the world.

Transport Canada has confirmed the receipt of the exemption request and Jetlines has been in regular dialogue with Transport Canada and the Office of the Minister of Transport through face-to-face meetings, telephone conversations and emails. As part of the review process Jetlines has submitted detailed information regarding its business plan and the specific details of the intended foreign investors.

Jetlines has provided the Government with detailed submissions regarding why the exemption order will be in the public interest including:

i. Better Connectivity. Better air connections between Canadian communities that are currently not served or under-served (e.g. Hamilton, Kitchener-Waterloo, Winnipeg, Prince George).

ii. Reduced Airfare for Canadian Consumers. The ULCC model will allow travelling Canadians to save up to 30% “net” on airfares. The traveling public would have access to a pricing range not currently provided.

iii. Increased Competition. Jetlines would provide true competition by operating flights into airports that can presently support that air service, but have been unsuccessful in soliciting the two major Canadian carriers to enter their market. Also, in many markets the public would have the choice of flying on a jet instead of only a turbo-prop aircraft.

iv. Encourage Consumers to Fly from Canada. Repatriation of the high percentage of Canadian passengers seeking low cost air service from US carriers and bring the associated revenue and economic activity back to Canada.

v. Increase Air Travel in Canada. Stimulating up to 10,000,000 new Canadian air passenger trips per year that are predominantly complementary and adjunct to those serviced by incumbent national carriers.

vi. Creation of New Jobs. Every 1,000 new passengers into the market supports 3.3 new jobs and contributes CAD $750,000 to the national GDP (10 million passenger trips would potentially result in 33,000 new jobs and CAD $7.5 billion to GDP).

vii. Balanced Air Service Policy. Secondary airports, various Chambers of Commerce and the Canadian travelling public would have their needs met with Jetlines offering service to the secondary markets and at a reduced ticket price. This would ensure an air service policy that is seen to address all Canadians, not just the need of major city centres and two major airlines. The previous air policy appeared to focus on protecting the major carriers during times of restructuring and a return to sustainable profitability, which has now occurred.

viii. Ensure Financial Fitness in Canadian Air Policy. With full CTA financial fitness, Jetlines provides a better air policy than any attempts by Indirect Service Providers’ (air service resellers) to enter the same market without proper funding. Such added risk may result in sudden cancellation of service after tickets have been purchased, thus inconveniencing the traveling public.

ix. Protection from Possible Improper Foreign Government Subsidies. The conditions proposed by Jetlines would provide protection to the Canadian airlines that possible improper foreign government subsidies and associated airlines would not enter the market.

x. Provides Improvements to the Public During any Consultation Process. Although Jetlines’ position is that enough consultation has occurred on this issue, an exemption will demonstrate government action in improved air policy during any lengthy consultation process.

New CTA Financial Fitness Licence Requirement


May 12, 2016

Today the Canadian Transportation Agency (CTA) issued Jetlines a new Stage 1 letter stating Jetlines’ financial requirement to receive an airline licence (financial fitness) is now $27 million, and 50% of this amount can be a line of credit – “…the Agency has determined the financial requirement specified in section 8.1 of the ATR to be $27.233 million. The Agency makes this determination on its understanding that Jetlines will operate its air service using two Boeing 737-700 aircraft during the first 90 days of operation.” This financial fitness determination is significantly less than the previous CTA Stage 1 letter that had required $40M in financing.

Jetlines appreciates the time and effort the CTA has taken on calculating these revised values, and fully supports the requirement that new airlines in Canada must have sizable internal cash positions on hand. This CTA development significantly reduces the licencing requirements at the same time Jetlines is working with Jet Metal to list on the TSX.V. Jetlines is committed to launch as Canada’s first Ultra Low Fare Airline offering lower airfares to all Canadians. However, Jetlines intends to make its airfare offers while still protecting the travelling public by having the funding to operate the flights for which the tickets will be sold. Jetlines is using this more conservative approach rather than other models that have recently, and may again, be offered to the travelling public with questionable flight cancellation rates. Jetlines acknowledge the public’s continued support and looks forward to flying the Canadian skies soon!

Increase Foreign Ownership Limit to 49%


April 28, 2016

Jetlines has formally asked the Government of Canada to increase the foreign ownership limit for Canadian airlines from 25% to 49%. This will help support Jetlines as Canada’s first ULCC and will also strengthen the Canadian airline industry as a whole by allowing it to access increased foreign capital. This matter has been under review for some time and in 2009 a legislative change to the Canadian Transportation Act provided the framework for an increase to 49%, although this was passed by Parliament, it was never implemented. In addition, on February 25, 2016 the Honourable Marc Garneau, Minister of Transport table the Canadian Transportation Act (CTA) Review Report in Parliament. The Report, entitled Pathways: Connecting Canada’s Transportation System to the World, represents 18 months of analysis including:

  • over 340 stakeholder consultations across Canada and international travel to research and analyze models and best practices
  • over 200 stakeholder submissions
  • over 30 review secretariat commissioned studies

The Report strongly recommends that the foreign ownership limit be increased to 49%. Jetlines has been actively engaging with Government of Canada on this issue and has presented several options to implement the change that are currently under review.

DEFINITIVE AGREEMENT WITH JET METAL CORP.


April 13, 2016

Jetlines is pleased to announce the signing of the Amalgamation Agreement and related documents with Jet Metal Corp. (“Jet”), a company listed on the TSX Venture Exchange. This signing of this definitive agreement is an important milestone in the Reverse Take-Over Transaction (“RTO” or “Transaction”) of Jet. Details of the agreement and a date for the Jetlines shareholder meeting to vote on this amalgamation will be forthcoming.

WHY NEW AIRCRAFT ORDERS?


March, 22, 2016

Jetlines has developed a comprehensive and well thought out business plan that incorporates key elements of the ultra low cost airline model and the market reality in Canada. Jetlines will commence operations with used though reliable B737 aircraft. However, we recognize that for our business plan to be sustainable and competitive we must have a transition plan to more efficient state of the art aircraft. This involves the Boeing MAX which we have on order, and why we are evaluating the Bombardier C-Series. Our plan cannot only encompass the first few years of operation, rather we must recognize our needs looking out into the 5-8 year horizon.

EVALUATING BOMBARDIER C-SERIES


March, 17, 2016

Air travel in Canada is estimated to support between 60 and 70 additional new jet aircraft over the next ten years and the Bombardier C-Series jets fits a sweet spot in many of these markets. Although Jetlines business plan is to start with leased aircraft, it is important to begin the transition process into highly fuel efficient technology. In addition to our existing Boeing order, Jetlines is currently conducting an evaluation of the C-Series aircraft. Access to foreign capital is critical to funding such a venture and no commitment can be made without a change in the current policy of airline ownership (increasing foreign ownership up to 49%). Jetlines sees an opportunity to provide Canadian air travelers increased competition, provider significantly lower airfares, and focus on under-served communities.

CANADA TRANSPORTATION ACT REVIEW


February, 25, 2016

On February 25, 2016, the Minister of Transport tabled in Parliament the Canada Transportation Act (CTA) Review Report. An excerpt of the report states that “the OECD Service Trade Restrictiveness Index ranks Canada in the bottom third of major economies as “less trade friendly” for air transport. The European Union allows up to 49 percent foreign ownership in its airlines, while Australia and New Zealand allow 100 percent foreign ownership for airlines operating within their domestic markets. Canada’s vast size and small population limit our ability to compete in the global marketplace. However, there is room to increase competitiveness, as evidenced by the high load factors and the record profits of the two largest carriers, as well as the fact that Canada is the only major air market without an ultra-low-cost carrier. Such carriers have been highly successful in every other major aviation market, as they generate significant traffic, offer the best average returns on investment, and provide increased connectivity and choice, at lower prices.” – Volume 1, Chapter 9 – Air Transport – page 195.

Click here to review the report

JETLINES MOVING FORWARD


February, 17, 2016

Jetlines is pleased to announce a signed letter of intent with Jet Metal Corp. (“Jet”), a company listed on the TSX Venture Exchange (“TSX.V”). The planned process is a Reverse Take-Over (“RTO”) of Jet resulting in the listing of Jetlines on the TSX.V with the symbol “JET”. See link to announcement: http://www.jetmetalcorp.com/ This transaction, pending a definitive agreement, approval of the TSX.V and approval from the shareholders of both companies, will provide Jetlines with the funding to achieve milestones in the buildout process in launching an ULCC airline in Canada. In addition, a concurrent funding raise prior to listing will be undertaken.

As part of this business arrangement, the professional services of King & Bay West Management Corp. (“KBWM”) will be retained to assist the company with its obligations as a publicly listed company. KBWM has extensive experience with the management of public companies. This arrangement will lead to Jetlines adjusting its management structure to avoid any duplication of services. In addition, Jet will place two directors on the Jetlines Board, which will require some adjustments to the current Board. As a result, David Solloway, Stan Gadek and Claude Morin have stepped down from their roles with Jetlines. Full details regarding the RTO and the proposed changes to management and the Board will be included in an information circular to be sent to shareholders in connection with the shareholder meeting to approve the RTO.

With this announced RTO, Jetlines can provide insight into its endeavors over the last half of 2015. Jetlines has received funding interest and offers from multiple sources. At issue was the timing to take Jetlines public. As the major stock indexes fell, so did the listed share value of airline stocks. This included the major ULCC airlines in the USA and other successful Canadian airlines, even while record profits were being announced. The feedback received by Jetlines was that Jetlines would have been caught up in this downward trend if listed as a public company in 2015. As a result, Jetlines determined the best way to preserve shareholder value was to remain as a private company through the later portion of last year. Since the beginning of 2016, Jetlines began experiencing renewed major investment interest from financial organizations reaching out to Jetlines. Jetlines believes it is now the appropriate time to conduct an RTO and list on the TSX.V.

Although Jetlines is using a staged funding model, with this RTO Jetlines will have the working capital to move forward in earnest and we expect to be announcing a number of major developments in a timely manner. Jetlines’ business plan is focused on using the following principles, which it considers paramount in starting an ULCC airline in Canada:

  • Principle # 1: Avoid head-to-head competition with Air Canada and WestJet (by selecting secondary routes – many unserved or underserved routes in Canada);
  • Principle # 2: Plan on being matched on airfares and added aircraft capacity (plan passenger load factors between 65% to 75%);
  • Principle #3: Don’t “burn” passengers with high ancillary revenue fees (keep ancillary revenue fees to $30 or less per passenger);
  • Principle # 4: Provide 30-inch seat pitch due to longer sector lengths in Canada (do not reduce to the seat pitch used by Rouge or other USA ULCC airlines); and
  • Principle #5: Focus on an improved passenger experience without an increase in costs (when prices are matched, the passenger experience matters).

Jetlines believes it:

  • Can by using a true ULCC model, obtain the required cost savings to provide on average base airfares up to 40% below other scheduled legacy airlines;
  • Can obtain additional ancillary revenue ($20.00 per passenger) based on value added up-sales;
  • Can stimulate its own new passengers;
  • Can thrive by focusing mainly on unserved and underserved routes; and
  • Can capture a large portion of the estimated 10,000,000 new passenger trips in Canada per year that would use the ULCC model if airfares were significantly lower (these new passengers would be equivalent to 60 new 150 seat jet aircraft).

Stay tuned for further updates in the coming weeks.