Jetlines Appoints Experienced Transportation Finance Executive to Board of Directors

May 10,2017

VANCOUVER, BRITISH COLUMBIA, Canada Jetlines Ltd. (TSX-V: JET) (the “Company” or “Jetlines”) is very pleased to announce the appointment of Jason Grant as an independent director, effective immediately. Over the last 20 years, Mr. Grant has been directly involved in raising more than US$800 million in aviation and transportation capital while carrying out key financial, operational and leadership roles in the airline, transportation, logistics and private equity sectors.

From 2002 to 2010, Mr. Grant was employed by Atlas Air Worldwide Holdings, a cargo airline, passenger charter airline, and aircraft lessor with revenue of over $1 billion. At Atlas Air Mr. Grant held various financial and operating positions, including Chief Financial Officer, leading two successful capital raises totalling US$475 million. Mr. Grant managed a group of 130 professionals in the USA, Asia and Europe, overseeing all financial, investor relations, business development, and information technology functions. During Mr. Grant’s tenure as Chief Financial Officer, the equity market capitalization of the Company grew by over 250% to over $1.5 billion.

From 2010 to 2013, Mr. Grant was the Executive Vice President, Chief Financial Officer and Chief Commercial Officer of United Maritime Group LLC (“UMG”), a Jefferies Capital Partners LLC portfolio company. While at UMG, Mr. Grant led an operational transformation that significantly grew earnings and margins, and executed the successful sale of UMG’s three operating divisions to three separate strategic buyers. From 1997 to 2002, Mr. Grant held progressively senior roles at American Airlines and Canadian Airlines.

Currently, Mr. Grant is Managing Partner of Headhaul Capital Partners LLC (“Headhaul Capital”), a New York based private equity investment firm he co-founded in 2014 which specializes in acquiring and building businesses in the Transportation, Logistics & Distribution industries.

“Jason brings an exceptional depth of knowledge and experience to Jetlines,” stated Mr. Mark Morabito, Executive Chairman of Jetlines. “He has excelled in numerous senior executive roles at well-known legacy carriers and leading transportation and freight companies, developing strategic finance and cost management structures, as well as leading multiple substantial capital raises and commercial initiatives. Jason’s expertise will be invaluable to Jetlines as we continue to execute on our strategy.”

Mr. Grant holds a Bachelors in Business Administration from Wilfred Laurier University and a Masters in Business Administration from Simon Fraser University. Jetlines has granted a total of 225,000 stock options to Mr. Grant. The stock options have been issued for a five-year term, with one quarter vesting every six months from the date of grant.

Warrant Consolidation

At the time of the closing of the business combination transaction on February 28, 2017, the Company did not consolidate its series of warrants that were issued September 16, 2014 and expire September 16, 2019 (the “September 2014 Warrants”). The September 2014 Warrants trade on the TSX Venture Exchange under the symbol “JET.WT”. The terms of the certificates for the September 2014 Warrants provide for an automatic adjustment. Currently an investor would need to exercise 1.5 of the September 2014 Warrants in order to acquire one share of the Company at an exercise price of $0.375 per one share. The Company will consolidate the September 2014 Warrants on the basis of every 1.5 pre-consolidation September 2014 Warrants for one post-consolidation September 2014 Warrant (the “Warrant Consolidation”). This will not have an economic impact on the holders of the September 2014 Warrants. The Warrant Consolidation is being completed solely to facilitate trading of the September 2014 Warrants on the TSX Venture Exchange, as one warrant will now entitle a holder to acquire one share at an exercise price of $0.375 per share. This adjustment is only being made to the September 2014 Warrants and the terms of the Company’s other outstanding warrants remain unchanged.

The September 2014 Warrants will begin trading on a post-consolidated basis on the TSX Venture Exchange on May 17, 2017. The trading symbol will remain “JET.WT”. The table below provides an example of the position of a holder who held 15,000 of the September 2014 Warrants both before and after the Warrant Consolidation.

  Number of Warrants Shares Acquired on Exercise Exercise Price Per Share Total Exercise Price Paid
Pre-Consolidation 15,000 10,000 $0.375 $3,750
Post-Consolidation 10,000 10,000 $0.375 $3,750


Stock Option Plan Amendment

The Company also announces that the board of directors of the Company has approved an amendment to the Company’s stock option plan in order to increase the maximum number of common shares that may be issued pursuant thereto to 11,525,000. This will facilitate the ongoing recruitment of additional team members by allowing the Company to provide long-term incentives aimed at achieving the Company’s growth plans. This amendment is subject to TSX Venture Exchange acceptance and shareholder approval at the Company’s next Annual General Meeting of shareholders. In addition, the Company will require specific shareholder approval for any new grants of options that are part of the increased maximum.

About Canada Jetlines Ltd.

Jetlines is executing its business plan to become Canada’s first “pure version” ultra-low cost carrier (“ULCC”) airline. Pure version ULCC airlines like easyJet, Wizz Air, Ryan Air and Spirit Airlines, use more cost saving techniques than “discount airlines within a major airline”, like the failed discount airline “Zip” (2002 to 2004) created by Air Canada, the failed discount airline “Ted” (2002 – 2008) created by United Airlines, or the failed discount airline “Song” (2003 to 2006) created by Delta Airlines. Jetlines 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”. Jetlines 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. Jetlines has an experienced management team and Board and has received an exemption from the Government of Canada that will permit it to conduct domestic air services while having up to 49% foreign voting interests.

For more information on Jetlines, please visit our website at www.jetlines.ca.

ON BEHALF OF THE BOARD
“Mark J. Morabito”
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) Jetlines’ business objectives, operational timelines, operating cost expectations and investment requirements; (ii) anticipated operational and structural trends in the Canadian passenger airline market; (iii) removal of conditions relating to the completion of the Transaction; (iv) execution of the Transaction Documents; (v) completion of the Concurrent Financing; (vi) receipt of TSXV and shareholder approvals of the Transaction; and (vii) waiver of the sponsorship requirements.

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.