Canada Jetlines Operations Ltd. — Capital/Financing Update 2023

Oct 5, 2023

==> picture [200 x 51] intentionally omitted <==

CANADA JETLINES (NEO: CJET) ANNOUNCES CLOSING OF FIRST TRANCHE OF $13.5 MILLION EQUITY FINANCING

TORONTO, ON, OCTOBER 5, 2023 – Canada Jetlines Operations Ltd. (NEO: CJET) (“ Canada Jetlines ” or the “ Company ”), Canada’s friendly leisure airline, is pleased to announce that it has closed the first tranche of its non-brokered private placement with a single arm’s length investor to raise a total of $13,500,001 (the “ Offering ”). The Offering consists of common shares (each a “ Share ”) issued at $0.1721252 per Share. The investor is Jetstream Aviation Inc. the (“ Investor ” or “ Jetstream ”) which is a Canadian corporation.

The closing of the first tranche of the Offering resulted in the Investor purchasing 19,598,017 Shares, equal to approximately 19.9% of the issued and outstanding shares of the Company, for an aggregate purchase price of $3,373,313. The Shares issued in the first tranche of the Offering are subject to a hold period that expires on February 6, 2024.

The completion of the second tranche and third tranche of the Offering shall require shareholder approval under the rules and policies of Exchange as it will result in the creation of a new “control person”. The Company intends to obtain shareholder approval for the second and third tranche at a special meeting of shareholders that has been scheduled for November 14, 2023 in Ontario (the “ Meeting ”).

Assuming shareholder approval is obtained, the second tranche is scheduled to close two business days after the Meeting. The second tranche will see the Investor purchase an additional 29,416,635 Shares, equal to approximately 15% of the then issued and outstanding shares of the Company (approximately 35% in the aggregate), for an aggregate purchase price of $5,063,344.

Assuming shareholder approval is obtained, the third tranche is scheduled to close sixty calendar days after the Meeting. The third tranche will see the Investor purchase an additional 29,416,635 Shares, equal to approximately 15% of the then issued and outstanding shares of the Company (approximately 50% in the aggregate), for an aggregate purchase price of $5,063,344.

Upon completion of all three tranches of the Offering, the Investor will hold 78,431,287 Shares of the Company representing approximately 50% of the current issued and outstanding shares of the Company.

As part of the transaction, the Investor will have the right to nominate two directors to the Board of Directors of the Company. The first director will be nominated concurrent with the closing of the second tranche of the Offering. The second director will be nominated concurrent with the closing of the third tranche of the Offering.

The Company intends to use the net proceeds of the Offering for aircraft acquisition, general corporate and working capital purposes. The closing of the Offering is subject to customary closing conditions, including the receipt of the approval of the Exchange. No brokerage commissions or finder’s fees are payable in connection with the Offering.

As a result of the closing of the first tranche of the Offering, Jetstream holds a total of 19,598,017 Shares, which represents approximately 19.9% of the Company's issued and outstanding Shares. Upon closing of the second and third tranches of the Offering, Jetstream will hold 78,431,287 Shares of the Company representing approximately 50% of the issued and outstanding shares of the Company at such time.

48914.0001/30326557_.2

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 United 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.

About Canada Jetlines

Canada Jetlines Operations Ltd. (NEO: CJET) is a value-focused leisure airline that flies to high-demand sunny destinations. CJET's three revenue streams offer diversified growth potential: passenger revenue, chartered/ACMI flights, and Jetlines vacations. Jetlines vacations expand cash flow through ancillary revenue streams, including hotels, land, cruise, transfer and insurance plus destination co-operative marketing support. Currently operating 3 Airbus A320s, CJET is targeting to reach a fleet of 15 aircrafts by 2025. For more information about Canada Jetlines, including its growing list of destinations, please visit www.jetlines.com. Follow Canada Jetlines on all social media platforms and follow #CanadaJetlines for the latest news and updates.

About Jetstream

Jetstream Aviation Inc. is a private corporation focused on investments in the aviation space.

Jetstream is acquiring the securities in the Offering described herein for investment purposes. Depending on market conditions and other factors, Jetstream may from time to time acquire and/or dispose of securities of the Company or continue to hold its current position.

Connect With Us! Instagram: @ca_jetlines Twi�er: @ca_jetlines Facebook: @CAJetlines LinkedIn: www.linkedin.com/company/jetlines

Media Contact: media@jetlines.ca

Investor Rela�ons Contact: Percy Gyara Chief Financial Officer Canada Jetlines investor.rela�ons@jetlines.ca +1 647.921.7205

Cau�onary Note Regarding Forward-Looking Informa�on

Cau�onary Note Regarding Forward-Looking Informa�on This news release contains "forward-looking informa�on" concerning an�cipated developments and events that may occur in the future. Forwardlooking informa�on contained in this news release includes but is not limited to the comple�on of the second and third tranches of the Offering, the use of proceeds of the Offering, the receipt of shareholder approval for the second and third tranches of the Offering, the Company’s inten�on to operate as a leisure

48914.0001/30326557_.2

announce new schedules and des�na�ons, growth plans and business of Jetlines. In certain cases, forwardlooking informa�on can be iden�fied by the use of words such as "plans", "expects" "budget", "scheduled", "es�mates", "forecasts", "intends", "an�cipates" or varia�ons of such words and phrases or statements that certain ac�ons, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" sugges�ng future outcomes, or other expecta�ons, beliefs, plans, objec�ves, assump�ons, inten�ons or statements about future events or performance. Forward-looking informa�on contained in this news release is based on certain factors and assump�ons regarding, among other things, the receipt of financing to con�nue airline opera�ons, the accuracy, reliability and success of Jetlines’ business model; the con�nued compliance with the terms of governmental approvals; Jetlines concluding defini�ve agreements for addi�onal aircra�; the success of opera�ons by Jetlines the legisla�ve and regulatory environments of the jurisdic�ons where Jetlines will carry on business or have opera�ons; the impact of compe��on and the compe��ve response to Jetlines’ business strategy; and the availability of aircra�. While the Company considers these assump�ons to be reasonable based on informa�on currently available to it, they may prove to be incorrect. Forward-looking informa�on involves known and unknown risks, uncertain�es 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 forwardlooking informa�on. Such factors include risks related to, the ability to obtain financing at acceptable terms, the impact of general economic condi�ons, domes�c and interna�onal airline industry condi�ons, the failure of the Company to conclude defini�ve agreements to acquire addi�onal aircra�, supply chain disrup�ons causing delays in expected �melines, the impact of the global uncertainty created by COVID-19, future rela�ons with shareholders, vola�lity of fuel prices, increases in opera�ng costs, terrorism, pandemics, natural disasters, currency fluctua�ons, interest rates, risks specific to the airline industry, the ability of management to implement Jetlines’ opera�onal strategy, the ability to a�ract qualified management and staff, labour disputes, regulatory risks, including risks rela�ng to the acquisi�on of (or compliance with) the necessary licenses from regulatory agencies, and the addi�onal risks iden�fied in the "Risk Factors" sec�on of the Company's reports and filings with applicable Canadian securi�es regulators. Although the Company has a�empted to iden�fy important factors that could cause actual results to differ materially from those described in forward-looking informa�on, there may be other factors that cause results not to be as an�cipated, es�mated or intended. Accordingly, readers should not place undue reliance on forward-looking informa�on. The forward-looking informa�on is made as of the date of this news release. Except as required by applicable securi�es laws, the Company does not undertake any obliga�on to publicly update any forward-looking informa�on.

48914.0001/30326557_.2