Canada Jetlines Operations Ltd. announced that it intends to undertake a non-brokered private placement with a single arm's length investor to raise from $1,000,020 and that it has closed its previously announced $1,500,000 loan transaction. The Offering consists of 4,762,000 units issued at $0.21 per unit. Each Unit consists of one variable voting share and one half of one warrant.

Each Warrant entitles the holder thereof to purchase an additional Share for a period of 24 months after closing at a price of $0.35 per Warrant Share. The Company intends to use the net proceeds of the Offering for 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 Neo Exchange Inc. Closing is expected to occur on or before April 15, 2023.

The Company also announces that it has closed its previously announced non-convertible term Loan Agreement for a $1,500,000 loan. The terms of the Loan include: the Loan was advanced in a single tranche on March 12, 2023 for gross proceeds of $1,500,000; the Loan bears interest at the rate of 7.95% per annum and has a maturity date of 60 months from the date of advance; principal and interest amounts are payable in equal monthly installments for the term of the Loan plus an additional annual 10% principal repayment; no shares are issuable in connection with the Loan; the lender is granted a Board nomination right to nominate an independent director for the term of the Loan; the Company shall pay the document closing costs of the lender; and the Loan is secured with a subordinate security interest against the Company's credit card processor holdback funds. The lender (Square Financial Investment Corporation) is a wholly owned holding company for Reg Christian, a director of the Company and travel industry veteran.

The Company intends to use the net proceeds of the Offering and the Loan for general corporate and working capital purposes. The Lender is an affiliate of a director of the Company (Reg Christian). The Lender's participation in the Loan is considered a related party transaction within the meaning of Multilateral Instrument 61-101 ­ Protection of Minority Security Holders in Special Transactions.

As the transaction is a non-convertible loan, the formal valuation requirements of MI 61-101 are not applicable to the transaction. The transaction is exempt from the minority shareholder approval and information circular requirements of MI 61-101 pursuant to section 5.7(1)(a) of MI 61-101, as neither the fair market value of the consideration to be issued under the transaction nor the consideration to be paid by the insiders will exceed 25% of the Company's market capitalization, and section 5.7(1)(f) of MI 61-101, as the Loan represents a loan from a related party on reasonable commercial terms that are not less advantageous to the Company than if the Loan were obtained from a person dealing at arm's length and the Loan is not convertible or repayable in securities. The Company will not file a material change report related to this financing more than 21 days before the expected closing of the Loan as required by MI 61-101 since the details of the participation by the related parties of the Company were not settled until just prior to closing and the Company wished to close on an expedited basis for sound business reasons.

The securities that will be acquired by the related parties will be acquired pursuant to an exemption from the prospectus requirement in section 2.24 of National Instrument 45-106. Canada Jetlines has announced new markets to Las Vegas, USA and Cancun, Mexico which began operations in February and March 2023 respectively. Canada Jetlines' flights can be booked via Jetlines.com or contact your favorite Travel Agency.

Canada Jetlines will operate its growing network with a fleet of Airbus A320 aircraft.