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TORONTO, May 25, 2021 — Partner Jet Corp. (“Partner Jet“) (TSXV:PJT) and Volatus Aerospace Corp. (“Volatus“), are pleased to announce details concerning a concurrent brokered private placement being launched in connection with the proposed amalgamation of Partner Jet and Volatus (the “Transaction“), which was previously announced on March 2, 2021 following signature by the parties of a non-binding letter of intent with regard to the Transaction on February 26, 2021.
Brokered Private Placement
Volatus has engaged a syndicate of agents led by Echelon Wealth Partners Inc. (the “Lead Agent“), as lead agent and sole bookrunner, and including Cormark Securities Inc. (collectively, the “Agents“), with respect to a “commercially reasonable efforts” private placement offering of up to 11,538,500 subscription receipts (the “Subscription Receipts“) at a price of CAD$0.65 per Subscription Receipt (the “Issue Price“) for aggregate gross proceeds of up to approximately CAD$7,500,000 (the “Offering“).
Each Subscription Receipt will be sold at the Issue Price (as defined below) and will be automatically exchanged, for no additional consideration, into one unit of Volatus (a “Unit”) on the satisfaction of the Escrow Release Conditions (as defined below). Each Unit will be comprised of one common share in the capital of Volatus (a “Common Share”) and one-half of one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of $0.75 (the “Warrant Exercise Price”) at any time prior to the date that is 24 months from the anniversary of the date of issuance. On closing of the Transaction, the Common Shares and Warrants issued to the holders of Subscription Receipts will be exchanged for an equal number of common shares and warrants of the entity resulting from the amalgamation of Partner Jet and Volatus (the “Resulting Issuer”).
The Agents have been granted an option (the “Agents’ Option“) to offer for sale up to 1,730,775 additional Subscription Receipts, on the same terms and conditions as the Subscription Receipt sold in connection with the Offering. The Agents’ Option will be exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.
Subscription funds received in connection with the Offering, less certain fees and expenses, will be held in escrow pending satisfaction of certain release conditions (the “Escrow Release Conditions”), such as the satisfaction or waiver of all conditions precedent to the completion of the Transaction and the receipt of all required shareholder and regulatory approvals related to the Transaction (including, without limitation, conditional approval of the TSX Venture Exchange (the “Exchange“) of the Transaction and the listing of the Resulting Issuer shares). In the event that the Escrow Release Conditions are not satisfied on or prior to the date that is 120 days after the closing of the Offering (which may be further extended, in the discretion of the Lead Agent, by a period of 60 days), the escrowed subscription funds will be returned to subscribers in accordance with the terms of the subscription receipt agreement governing the Subscription Receipts.
Volatus has agreed to pay the Agents a cash commission of 7.0% of the gross proceeds of the Offering (50% of which commission will be paid on the closing of the Offering and the remaining 50% of which commission will be deposited in escrow). Further, Volatus will issue to the Agents non-transferable compensation warrants (each a “Compensation Warrant“) equal to 7.0% of the aggregate number of Subscription Receipts sold under the Offering. Each Compensation Warrant will be exercisable to purchase a Common Share at $0.65 for a period of 24 months from the date of the completion of the Transaction. The Agents will receive a reduced commission of 3.0% cash and 3.0% Compensation Warrants for President’s List subscriptions representing a maximum of up to $500,000 of the gross proceeds of the Offering. Following closing of the Transaction, the Compensation Warrants will be exercisable for an equal number of common shares of the Resulting Issuer.
The net proceeds from the Offering are intended to be used for sales and marketing, capital expenditures related to manufacturing of various technologies, acquisitions and general working capital purposes.
The Offering is expected to close on or about June 17, 2021.
The Subscription Receipts will be offered for sale to purchasers in: (i) all of the Provinces of Canada as agreed upon between Volatus and the Lead Agent, pursuant to available private placement exemptions; (ii) the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“); and (iii) offshore jurisdictions agreed upon between Volatus and the Lead Agent pursuant to available prospectus or registration exemptions in accordance with applicable securities laws. The Subscription Receipts to be issued under the Offering will be subject to an indefinite hold period under applicable securities laws. Upon completion of the Transaction, the Resulting Issuer shares will not be subject to any statutory hold periods under applicable securities laws.
The Offering and the Transaction remain subject to, among other things, the negotiation and execution of a definitive amalgamation agreement relating to the Transaction and the approval of the shareholders of each of Partner Jet and Volatus and the listing of the Resulting Issuer shares remains subject to approval by the Exchange. Further details about the Transaction will be announced when the definitive amalgamation agreement has been executed.
About Partner Jet Corp.
Partner Jet Corp. is incorporated under the laws of Ontario and its shares are currently posted for trading on the TSX Venture Exchange (PJT:TSX-V). The Company, through its subsidiary Partner Jet Inc., carries on the business of a full-service aircraft management, private aircraft charter sales service provider capable of operating a wide range of corporate aircraft. The Company’s revenue is generated through aircraft management contracts, charter and sub-charter activities.
For more information regarding Partner Jet Corp., please contact:
Luc Masse, President & C.E.O.
2450 Derry Road East, Hangar 9 Mississauga, Ontario
Telephone: (905) 676-0092
Telefax: (905) 676-0192
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.
All information contained in this press release with respect to Partner Jet and Volatus was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, any required court approval, any required Partner Jet and Volatus shareholder approvals, completion of satisfactory due diligence, Exchange acceptance, receipt of requisite regulatory approvals, and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required court and shareholder approvals, and any ancillary matters thereto, are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement 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.
This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of Partner Jet and Volatus with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the intention of Partner Jet and Volatus to negotiate the Transaction and to complete the Transaction and the Offering. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which Partner Jet and Volatus operate. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into a definitive agreement for or complete the Offering or the Transaction contemplated herein, that Partner Jet’s due diligence will be satisfactory or that Partner Jet and Volatus will each obtain any required shareholder or regulatory approvals, including the listing of the Resulting Issuer shares on the Exchange. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. Neither Partner Jet nor Volatus undertakes any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.