/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, Dec. 22, 2014 /CNW/ - Inovent Capital Inc. (TSX Venture – IVQ.P, "Inovent") and Canada Jetlines Ltd. ("Jetlines") announce the filing of an amended and restated preliminary long form prospectus with the securities regulatory authorities in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia in connection with the previously announced public offering of common shares (the "Shares") of Inovent (the "Offering").
The completion of the Offering is subject to a minimum subscription for aggregate gross proceeds of $50,000,000. The Offering is being made in conjunction with an amalgamation of Inovent and Jetlines which, if completed, will constitute Inovent's Qualifying Transaction (the "Transaction") in accordance with the policies of the TSX Venture Exchange ("TSXV"). Inovent has received conditional approval of the TSXV for the Transaction.
The Offering is led by AltaCorp Capital Inc. and Euro Pacific Canada Inc. as co-lead agents and joint bookrunners of a syndicate of agents which also includes Laurentian Bank Securities Inc. Final pricing and determination of the number of Shares to be sold pursuant to the Offering and over-allotment option will occur immediately prior to the filing of the final long form prospectus in respect of the Offering.
The Offering is subject to certain conditions including, but not limited to, the execution of a definitive agency agreement with the agents, the concurrent closing of the Transaction, and the receipt of all necessary approvals, including the approval of the TSXV and the applicable securities regulatory authorities. The Transaction remains subject to the final approval of the TSXV.
Inovent and Jetlines are also pleased to announce that the Transaction has received approval by their respective shareholders. Shareholders also approved an incentive stock option plan for the amalgamated company following completion of the Transaction.
Inovent and Jetlines also announce that they have amended the definitive amalgamation agreement (the "Agreement") in respect of the Transaction to extend the outside date for completion of the Transaction to January 31, 2015. The amendment to the Agreement will be posted on SEDAR at www.sedar.com under Inovent's profile.
About Canada Jetlines
Jetlines plans to launch an airline in Canada in mid-2015 that applies Ultra-Low Cost Carrier operating principles with a focus on stimulating passenger demand through low cost airfares, and generating revenue from the sale of ancillary products and services onboard its aircraft. Jetlines intends to select routes which avoid direct competition with existing carriers in Canada and focus on cost discipline in order to keep operating costs low.
On behalf of the board of Inovent:
INOVENT CAPITAL INC.
Per: "David Brett"
David H. Brett, MBA
Chief Executive Officer & Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information as defined under applicable Canadian securities legislation, including without limitation, with respect to: completion of the proposed Offering and the Transaction. Forward-looking information may be identified by words such as "anticipate," "believe," "estimate," "intend," "expect," "may," "will," "should," "potential," "plan" or other similar terms. Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information. Neither Jetlines nor Inovent can give any assurance that any of the events anticipated will transpire or occur or, if any of them do, what benefits or costs if will derive from them. By its nature, forward-looking information is subject to numerous risks and uncertainties including, but not limited to, acts of God, the impact of general economic conditions, changing domestic and international airline industry conditions, volatility of fuel prices, terrorism, pandemics, currency fluctuations, interest rates, risks specific to the airline industry, the ability of management to implement Jetlines' and Inovent's operational strategy, the ability to attract qualified management and staff, and additional risks factors which may arise from time-to-time. Although Jetlines and Inovent each believe that the expectations reflected in such forward-looking information are reasonable, neither can give any assurance that these expectations will prove to have been correct, and since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such forward-looking statements. These material factors and assumptions may prove to be incorrect. All forward-looking information in this news release is as of the date of this news release. Neither Jetlines nor Inovent undertakes any obligation to update any such forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
The securities have not been registered under the United States Securities Act of 1933 (the "Act") or any state securities laws and may not be offered or sold absent registration under the Act and applicable state securities laws or an applicable exemption from the registration requirements thereof. This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom.
Image with caption: "Artist's rendering of Boeing 737 MAX 7 in flight with Canada Jetlines livery. (CNW Group/Inovent Capital Inc.)". Image available at: http://photos.newswire.ca/images/download/20141222_C6994_PHOTO_EN_9754.jpg
SOURCE: Inovent Capital Inc.
For further information: Inovent: David Brett, Chief Executive Officer, Tel. 604-682-2421, [email protected], www.inoventcapital.com; Jetlines: Jim Scott, Chief Executive Officer, Tel: 604-273-5387, [email protected], www.jetlines.ca