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SmartLynx Airlines SIA: Early Warning Report
This press release is issued pursuant to National Instrument 62-104 - Take-Over Bids and Issu...
About this update from Global Crossing Airlines Group, Inc.
[{"type":"text","content":"SmartLynx Airlines SIA: Early Warning ReportThis press release is issued pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Vancouver, British Columbia--(Newsfile Corp. - July 31, 2019) - Further to an Early Warning Report and press release of SmartLynx dated December 27, 2018 whereby SmartLynx announced the acquisition of 22,727,272 subscription receipts (the \"Subscription Receipts\") of Jetlines, at a price of C$0.33 per Subscription Receipt, for total consideration of C$7,499,999.76 (the \"Subscription Amount\"), pursuant to a private placement (the \"Private Placement\"), SmartLynx and Jetlines have agreed to cancel the Subscription Receipts and release each other from all liabilities and obligations under the Subscription Agreement (the \"Subscription Agreement\") between Jetlines and SmartLynx and the Subscription Receipt Agreement (the \"Subscription Receipt Agreement\") among Jetlines, SmartLynx and Computershare Trust Company of Canada (the \"Escrow Agent\") pursuant to which the Subscription Receipts were issued.Each Subscription Receipt entitled SmartLynx to receive, without payment of additional consideration or further action on the part of SmartLynx, one unit of Jetlines (each unit consisting of one variable voting share of Jetlines and one common share purchase warrant) upon receipt by the Escrow Agent, prior to August 31, 2019 of a release notice from Jetlines and SmartLynx confirming that: (a) Jetlines has raised additional gross proceeds of $40 million from a subsequent financing by May 31, 2019 (such completion date subject to waiver by SmartLynx); (b) the receipt by Jetlines' subsidiary, Canada Jetlines Operations Ltd., of its air operator certificate from Transport Canada; and (c) no termination event has occurred (the \"Escrow Release Conditions\").Per the terms of the Subscription Receipt Agreement, in the event that the Escrow Release Conditions were not satisfied within the prescribed time frame, the Subscription Amount would be returned to SmartLynx and the Subscription Receipts would terminate.On July 7, 2019 SmartLynx and Jetlines entered into a letter of intent (the \"Letter of Intent\") which provided, among other things, that SmartLynx would receive the Subscriptio...