Jetlines Breaches Amalgamation Agreement - $50 Million Financing Not Proceeding - Termination Notice Rejected
VANCOUVER, Feb. 10, 2015 /CNW/ - David Brett, CEO & Director, Inovent Capital Inc. (TSX Venture – IVQ.P, "Inovent") reports that its Qualifying Transaction target Canada Jetlines Ltd. ("Jetlines") has committed numerous material and significant breaches of the amalgamation agreement signed by the parties on September 12th, 2014, as amended (the "Agreement"), including an unauthorized private dilution of its shares on January 16th, 2015. Inovent possesses a general security agreement providing a registered security interest over all of the assets of Jetlines in respect of an unrepaid refundable deposit of $120,000 due to Inovent. Inovent intends to pursue all legal means available to enforce the collection of that debt and its rights under the Agreement.
As a result of Jetlines' breaches of the Agreement, including the failure to disclose to Inovent certain material adverse developments in the Jetlines business, Inovent no longer considers the disclosures about Jetlines contained in the Inovent-Jetlines Amended and Restated Preliminary Prospectus filed December 19, 2014 to be reliable and, therefore, Inovent is withdrawing its support of that offering document.
Jetlines delivered to Inovent on Friday, February 6, 2015, a surprise notice purporting to terminate the Agreement. Inovent has rejected Jetlines' termination notice. Jetlines has no such right to terminate under the Agreement. The serious nature and extent of Jetlines' various breaches blocked and undermined Inovent's significant efforts to complete the transactions contemplated under the Agreement, resulting in significant damages to Inovent.
"Inovent and its officers and directors have been steadfast supporters of Jetlines, investing countless unpaid hours and almost all of Inovent's financial resources in the vision to see greater competition in Canada's aviation sector," said David Brett, CEO, Inovent. "Inovent is fully resolved to ensure its hard earned rights are honoured."
On behalf of the board of Inovent:
INOVENT CAPITAL INC.
Per: "David Brett"
David H. Brett, MBA
Chief Executive Officer & Director
Forward-Looking Statement Cautions:
This news release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, relating to Inovent's intention to take legal action against Jetlines to enforce a general security agreement and an amalgamation agreement, and to recover damages for alleged Jetlines breaches of those agreements. Although Inovent believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur, or are those statements, which, by their nature, refer to future events. Factors that could cause actual results to differ materially from these forward looking statements include, but are not limited to, Inovent's inability to establish adequately its claims in court or otherwise to obtain favourable rulings against Jetlines, and, even if Inovent is successful in its legal claims, Jetlines may not have the resources to pay any amounts that might be ordered by the court. The reader is referred to the Company's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Except as required by securities laws and the policies of the TSXV, Inovent disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Inovent Capital Inc.
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