Mr. Colin Copp reports

CHORUS ANNOUNCES PLAN TO REPAY CORPORATE FINANCINGS, REDUCE LEVERAGE

Chorus Aviation Inc. has provided details on its plan to repay its corporate financings to help optimize the company's capital structure following the closing of the sale of Chorus's regional aircraft leasing (RAL) segment on Dec. 6, 2024. As previously announced, Chorus intends to use the net proceeds from the transaction to repay at maturity, redeem or repurchase the company's corporate financings, including the outstanding 5.75 per cent senior unsecured debentures due Dec. 31, 2024 (the Series A debentures), 6.00 per cent convertible senior unsecured debentures due June 30, 2026 (the Series B debentures), 5.75 per cent senior unsecured debentures due June 30, 2027 (the Series C debentures) and the Series 1 preferred shares in the capital of the company.

"Following the recent closing of the RAL segment sale, we are now executing on our previously announced plan to deleverage the company's balance sheet," said Colin Copp, president and chief executive officer of Chorus. "This is an important milestone as we reposition Chorus for a stronger future."

Change-of-control offers

Chorus will issue today a notice of change of control under the indentures governing the Series B debentures ($72.5-million aggregate principal amount) and Series C debentures ($85-million aggregate principal amount) and commence offers to purchase all of the outstanding aggregate principal amount of debentures at a price equal to: (i) in the case of the Series B debentures, 100 per cent of the principal amount thereof repurchased; and (ii) in the case of the Series C debentures, 101 per cent of the principal amount thereof repurchased, plus, in each case, accrued and unpaid interest, if any on such debentures up to but excluding Feb. 3, 2025, the date of purchase.

Each change-of-control offer is open for acceptance by the holders of the debentures until 5 p.m. Toronto time on Jan. 27, 2025.

If 90 per cent or more of the aggregate principal amount of the outstanding Series B debentures or the Series C debentures have been tendered for purchase on or prior to the expiry time, Chorus will have the right to redeem all of the remaining outstanding Series B debentures or the Series C debentures, as applicable, in accordance with the terms of the indentures governing the debentures. If Chorus elects to exercise such right in respect of either series of debentures, Chorus intends to apply to the TSX to delist such series.

If Chorus does not acquire all of the debentures pursuant to the change-of-control offers and related redemption rights, the unpurchased Debentures will remain outstanding. Chorus will, in addition to other redemption rights set out in the relevant indentures, retain the ability to redeem any remaining Series B debentures at any time on and after June 30, 2025, at the principal amount plus accrued and unpaid interest thereon and the Series C debentures at any time on and after March 31, 2026, at the principal amount plus accrued and unpaid interest thereon.

For additional details regarding the terms and conditions of the change-of-control offers and the redemption of the debentures, please refer to the notice of change of control and offer to purchase, which has been mailed to the registered holders of the debentures, and which is available under Chorus's SEDAR+ profile.

None of Chorus, the board of directors of Chorus or any of their respective representatives thereof makes any recommendation with respect to whether debentureholders should tender or deposit their debentures pursuant to the change-of-control offers. Each debentureholder must make the decision whether to tender or deposit debentures under the applicable change-of-control offer based on their particular circumstances. Debentureholders are urged to carefully evaluate all information regarding the debentures and the change-of-control offers and to consult their own investment, legal, financial, tax and other professional advisers and to make their own decision whether to tender or deposit their debentures.

Maturity of Series A debentures

As of Dec. 6, 2024, there was $86.2-million aggregate principal amount of Series A debentures outstanding. The Series A debentures will mature in accordance with the terms of the indenture governing the Series A debentures on Dec. 31, 2024, and will be delisted at the close of trading on Dec. 31, 2024.

Redemption of Series 1 preferred shares

Chorus also announced today that it will redeem all of its issued and outstanding Series 1 preferred shares on Dec. 31, 2024, in accordance with their terms. There are currently 300,000 Series 1 preferred shares issued and outstanding. The Series 1 preferred shares will be redeemed at a price of approximately $1,210.90 (U.S.) per share for an aggregate redemption price of $363,270,833 (U.S.). Formal notice of the redemption has been delivered to the holders of the Series 1 preferred shares.

About Chorus Aviation Inc.

Chorus is a Canadian company focused on aviation services businesses. The company's operating subsidiaries are: 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 an 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 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, 6.00 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 Toronto Stock Exchange under the trading symbols CHR.DB.A, CHR.DB.B and CHR.DB.C, respectively.

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