An anonymous director reports

CHORUS AVIATION INC. ANNOUNCES FILING OF CIRCULAR FOR SPECIAL MEETING OF COMMON SHAREHOLDERS

Chorus Aviation Inc. has filed its management proxy circular in connection with its coming special meeting of holders of Class A variable voting shares and Class B voting shares. The circular is available under Chorus's profile on SEDAR+.

Details of the meeting

The meeting will take place on Sept. 25, 2024, at 11 a.m. Eastern Time in virtual-only format. Shareholders of record as of the close of business on Aug. 16, 2024, are entitled to receive notice of, to participate in and to vote their common shares at the meeting. Details of the meeting and how shareholders or their duly appointed proxyholders can attend and participate in the meeting are set out in the circular.

The transaction

The meeting is being held to seek shareholder approval of the sale of all of the assets in Chorus's regional aircraft leasing (RAL) segment to affiliates of investment funds managed by HPS Investment Partners LLC, as previously announced on July 30, 2024. The RAL segment includes Falko Regional Aircraft Ltd., Falko (Ireland) Ltd. and their respective affiliates in the RAL segment, together with the aircraft in the RAL segment and Chorus's interests in the aircraft investment funds that are managed by the Falko Group.

Chorus's board of directors has unanimously determined that the transaction is in the best interest of Chorus and unanimously recommends that shareholders vote in favour of the resolution relating to the transaction by voting for. A description of the factors considered by the board is located under the heading "The Transaction -- Reasons for the Recommendation" in the circular.

Each of BSI Dragonfly Holdings LP (which is an affiliate of Brookfield Asset Management) and Air Canada and each member of the board (collectively holding, directly or indirectly, or exercising control or direction over an aggregate of 41,377,027 shares, which represented approximately 21.7 per cent of the issued and outstanding shares, in each case, as of the record date of Aug. 16, 2024) has entered into a voting agreement pursuant to which such securityholder, in accordance with, and subject to, the terms of their respective voting agreement, agreed to vote the common shares which they beneficially own or over which voting control or direction is exercised in favour of the resolution relating to the transaction at the meeting.

The transaction is subject to the approval of at least two-thirds (66-2/3rds per cent) of the votes cast by shareholders at the meeting.

Shareholders are encouraged to carefully review the circular, which is available on Chorus's website under "Investors -- Reports" and under Chorus's profile on SEDAR+.

Questions

If you have any questions about the information contained in the circular in connection with the meeting, please contact Kingsdale Advisors, Chorus's strategic shareholder adviser and proxy solicitation agent, by telephone at 1-866-581-1024 (toll-free in North America) or 1-437-561-5032 (text and call enabled outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

About Chorus Aviation Inc.

Chorus is a global aviation solutions provider and asset manager, focused on regional aviation. The company's current principal subsidiaries are Falko Regional Aircraft, the leading pure play regional aircraft asset manager and lessor, managing investments on behalf of third party fund investors; Jazz Aviation, the largest regional operator in Canada and provider of regional air services under the Air Canada Express brand; Voyageur Aviation, a leading provider of specialty charter, aircraft modifications, parts provisioning and in-service support services; and Cygnet Aviation Academy, an industry-leading accredited training academy preparing pilots for direct entry into airlines. Together, Chorus's subsidiaries provide services that encompass every stage of a regional aircraft's life cycle, including: aircraft acquisition and leasing; aircraft refurbishment, engineering, modification, repurposing and transition; contract flying; aircraft and component maintenance, disassembly, and parts provisioning; and pilot training.

Chorus's Class A variable voting shares and Class B voting shares trade on the Toronto Stock Exchange under the trading symbol CHR. Chorus's 5.75 per cent senior unsecured debentures due Dec. 31, 2024, 6 per cent convertible senior unsecured debentures due June 30, 2026, and 5.75 per cent senior unsecured debentures due June 30, 2027, trade on the TSX under the trading symbols CHR.DB.A, CHR.DB.B and CHR.DB.C, respectively.

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