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Global Crossing Airlines Group Inc. Proxy Solicitation & Information Statement 2021

May 28, 2021

43851_rns_2021-05-28_4864e6ef-b3dc-4e3a-91fb-9bcbff45f8a4.pdf

Proxy Solicitation & Information Statement

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Suite 2400, 1055 West Georgia Street Vancouver, British Columbia V6E 3P3


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 23, 2021

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders of the shares of common stock (“ Shares ”) of Global Crossing Airlines Group Inc. (the “ Company ” or “ GlobalX ”) will be held at Suite 2400, 1055 West Georgia Street, Vancouver, British Columbia, V6E 3P3, on June 23, 2021, at 9:00 a.m. (Vancouver time) for the following purposes:

  1. To consider, and if deemed advisable, to pass, with or without variation, a resolution (the " Share Capital Reorganization Resolution ") authorizing:

    • a. the creation of a new class of shares designated as the Class B Common Stock with an authorized share capital of 50,000,000 shares, par value $0.001 per share;

    • b. the conversion of each issued and outstanding Common Share which is not owned and controlled by a U.S. citizen (as defined in Section 40102 of the Subtitle VII of Title 49 of the United States Code (as amended) and administrative interpretations issued by the United States Department of Transportation, its predecessors and successors, from time to time), as constituted at close of market on the day prior to the date of amendment on the Certificate of Incorporation to be issued by the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law, into one Class B Share and cancellation of the Common Share; and

    • c. an amendment to the Company’s Bylaws to change the percentage of the Company’s outstanding stock that may be owned (beneficially or of record) by persons who are not U.S. citizens from 49.9% to 49.0%,

all as more specifically set out in the accompanying management information circular dated May 25, 2021 (the “ Information Circular ”) relating to the Meeting and accompanying this notice of Meeting;

  1. To transact such other business as may properly come before the Meeting or any adjournments thereof.

This notice is accompanied by the Information Circular and either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders. Shareholders are requested to read the Information Circular and, if unable to attend the Meeting in person, complete, date, sign and return the proxy or voting instruction form, as applicable, so that as large a representation as possible may be had at the Meeting.

The Board of Directors of the Company has fixed the close of business on May 21, 2021 as the record date, being the date for the determination of the registered holders of Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof. The Board of Directors has also fixed 9:00 a.m. (Vancouver time) on May 19, 2021, or no later than 48 hours before the time of any adjourned Meeting

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(excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company’s registrar and transfer agent, Computershare Investor Services Inc.

NOTE OF CAUTION CONCERNING COVID-19 OUTBREAK

At the date of this Notice and the accompanying Information Circular it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of current coronavirus (COVID-19) outbreak (“ COVID-19 ”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and not attend the meeting in person. As capacity at the Meeting will be limited, shareholders who wish to attend the Meeting in person must register in advance by emailing [email protected] . Those shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html). We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone you have been in close contact with has tested positive for COVID-19 within 14 days immediately prior to the Meeting, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form (VIF)) prior to the Meeting by one of the means described on pages 19 to 21 of the Information Circular accompanying this Notice.

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR. We strongly recommend you check the Company’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

While registered shareholders are entitled to attend the Meeting in person we strongly recommend that all Shareholders vote by proxy and do not attend the Meeting. Accordingly, we ask that registered shareholders complete, date and sign the enclosed form of Proxy, and deliver it in accordance with the instructions set out in the form of Proxy and in the Information Circular.

If you hold your Shares in a brokerage account, you are a non-registered shareholder (“Beneficial Shareholder”). Beneficial Shareholders who hold their Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of Proxy or VIF provided to them by their intermediary, in order to cast their vote, or in order to notify GlobalX if they plan to attend the Meeting.

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DATED at Miami, Florida, as of the 25[th] day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

Ed Wegel

Ed Wegel Chair & Chief Executive Officer