An anonymous director reports

CHORUS AVIATION ANNOUNCES INTENTION TO COMMENCE SUBSTANTIAL ISSUER BID FOR AN AGGREGATE PURCHASE PRICE NOT EXCEEDING $25 MILLION OF ITS SHARES

Chorus Aviation Inc. intends to commence a substantial issuer bid, pursuant to which the company will offer to purchase up to $25-million in value of its Class A variable voting shares and Class B voting shares from holders of shares at a cash purchase price of not less than $17.50 and not more than $21 per share (Cusip No. 17040T888).

The company expects to commence the offer on or about April 14, 2025. Assuming such commencement date, the offer is expected to expire at 5 p.m. Toronto time on May 20, 2025, or such later time and date to which the offer may be extended by Chorus.

The offer will proceed by way of a modified Dutch auction that allows shareholders wishing to tender to the offer to individually select the price, within the specified range (and specified increments), at which they are willing to sell their shares. Shareholders wishing to tender to the offer may do so pursuant to: (a) auction tenders in which the tendering shareholders specify the number of shares being tendered at a price of not less than $17.50 and not more than $21 per share in increments of five cents per share; or (b) purchase price tenders in which the tendering shareholders do not specify a price per share, but rather agree to have a specified number of shares purchased at the purchase price to be determined by the auction tenders.

Promptly following the expiration date, the company will select the lowest purchase price that will enable the company to purchase the maximum number of shares validly deposited to the offer and not withdrawn, having an aggregate purchase price not exceeding $25-million, taking into account the number of shares deposited pursuant to auction tenders and purchase price tenders and the prices specified by shareholders depositing shares pursuant to auction tenders. If shares with an aggregate purchase price of more than $25-million are properly tendered and not properly withdrawn, the company will purchase the shares on a pro rata basis except that odd-lot tenders (of holders beneficially owning fewer than 100 shares) will not be subject to proration.

The offer will not be conditioned upon any minimum number of shares being properly deposited under the offer. The offer will, however, be subject to other conditions, and the company reserves the right, subject to applicable laws, to withdraw, extend or vary the offer if, at any time prior to the payment of the purchase price of any shares, certain events occur as will be described in the formal offer to purchase and issuer bid circular and other related documents.

Chorus's board of directors believes that the offer is an advisable use of the company's financial resources given its available cash resources, its continuing cash requirements and access to capital markets, as well as the fact that the company believes the recent trading price of its shares is not fully reflective of the value of the company's business and future prospects. After giving effect to the offer, Chorus believes that it will continue to have sufficient financial resources and working capital to conduct its continuing business and operations and the offer is not expected to preclude the company from pursuing its foreseeable business opportunities or the future growth of the company's business.

Details of the offer, including instructions for tendering shares to the offer and the factors considered by the board in making its decision to approve the offer, will be included in the offer documents. The offer is expected to commence and the offer documents are expected to be mailed to shareholders and filed with applicable Canadian Securities Administrators on or about April 14, 2025, on SEDAR+ and will also be posted on Chorus's website. Shareholders should carefully read the offer documents prior to making a decision with respect to the offer.

The board has concluded that the company can rely on the liquid market exemption specified in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, from the requirement to obtain a formal valuation that would otherwise be applicable to the offer. While not required under applicable securities laws, the board has voluntarily obtained a liquidity opinion from Scotia Capital Inc. (Scotiabank), to the effect that, as of April 4, 2025, based on and subject to the qualifications, assumptions and limitations stated in the liquidity opinion: (a) a liquid market (as defined in MI 61-101) for the shares exists; and (b) it is reasonable to conclude that, following the completion of the offer in accordance with its terms, there will be a market for holders of shares who do not tender to the offer that is not materially less liquid than the market that existed at the time of the making of the offer. A copy of the liquidity opinion of Scotiabank will be included in the offer documents.

Chorus has also engaged Scotiabank to act as financial adviser and dealer manager for the offer. The company has engaged TSX Trust Company to act as the depositary for the offer.

The board has approved the offer. However, none of Chorus, its board, Scotiabank, in its capacity as the dealer manager or provider of the liquidity opinion, or the depositary makes any recommendation to any shareholder as to whether to deposit or refrain from depositing shares under the offer. Shareholders are urged to evaluate carefully all information in the offer, consult their own financial, legal, investment and tax advisers and make their own decisions as to whether to deposit shares under the offer, and, if so, how many shares to deposit and at what price(s). Shareholders should carefully consider the income tax consequences to them of having shares purchased under the offer.

In connection with today's announcement, the automatic share purchase plan that Chorus had previously entered into with its designated broker in connection with its normal course issuer bid (NCIB) for shares was automatically terminated in accordance with its terms. Chorus will therefore suspend further purchases pursuant to its existing NCIB until after the expiration date or earlier termination of the offer.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares. The solicitation and the offer to buy shares will only be made pursuant to the offer documents.

About Chorus Aviation Inc.

Chorus is a holding company that owns the following principal operating subsidiaries: 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: contract flying, aircraft refurbishment, engineering, modification, repurposing and transition; aircraft and component maintenance, disassembly, and parts provisioning; aircraft acquisition and leasing; 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 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 TSX under the trading symbols CHR.DB.B and CHR.DB.C, respectively.

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