/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

 Chorus Aviation Inc. (TSX: CHR) ("Chorus" or the "Company") today announced its plan to repay its corporate financings to help optimize the Company's capital structure, following the closing of the sale of Chorus' Regional Aircraft Leasing segment (the "Transaction") on December 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% Senior Unsecured Debentures due December 31, 2024 (the "Series A Debentures"), 6.00% Convertible Senior Unsecured Debentures due June 30, 2026 (the "Series B Debentures"), 5.75% Senior Unsecured Debentures due June 30, 2027 (the "Series C Debentures") and the Series 1 Preferred Shares in the capital of the Company (the "Series 1 Preferred Shares").

"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, 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 (C$72.5 million aggregate principal amount) and Series C Debentures (C$85.0 million aggregate principal amount) (the Series B Debentures and Series C Debentures referred to collectively as, the "Debentures") and commence offers to purchase (collectively, the "Change of Control Offers") all of the outstanding aggregate principal amount of Debentures at a price equal to: (i) in the case of the Series B Debentures, 100% of the principal amount thereof repurchased, and (ii) in the case of the Series C Debentures, 101% of the principal amount thereof repurchased, plus, in each case, accrued and unpaid interest, if any on such Debentures up to but excluding February 3, 2025, the date of purchase.

Each Change of Control Offer is open for acceptance by the holders of the Debentures until 5:00 p.m. (Toronto time) on January 27, 2025 (the "Expiry Time").

If 90% 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' SEDAR+ profile at www.sedarplus.ca.

None of Chorus, the board of directors of Chorus, nor 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 advisors and to make their own decision whether to tender or deposit their Debentures.

Maturity of Series A Debentures

As of December 6, 2024, there was C$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 December 31, 2024 and will be delisted at the close of trading on December 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 December 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 US $1,210.90 per share for an aggregate redemption price of US $363,270,833. Formal notice of the redemption has been delivered to the holders of the Series 1 Preferred Shares.

Forward-Looking Information

This news release contains forward-looking information and statements within the meaning of applicable securities laws (collectively, "forward-looking information"). Examples of forward-looking information in this news release include statements and expectations regarding the Change of Control Offers, the maturing of the Series A Debentures, the redemption of Series 1 Preferred Shares and the anticipated improvements in Chorus' financial condition. Forward-looking information involves significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the level of take up under the Change of Control Offers, the potential impact of the completion of the Transaction on relationships, including with employees, suppliers, customers, investors and other providers of capital; changes in the aviation industry and general economic conditions; the emergence of disputes under the Capacity Purchase Agreement between Chorus' subsidiary, Jazz Aviation LP, and Air Canada; a deterioration in Air Canada's financial condition; any default by Chorus under debt covenants; asset impairments; and changes in law.  Actual results could differ materially from those described in forward-looking information due to known or unknown risks, including, but not limited to, the risk factors described in Chorus' public disclosure record available under Chorus' profile on SEDAR+ at www.sedarplus.ca.

The forward-looking information contained in this news release represents Chorus' expectations as of the date of this news release (or as of the date they are otherwise stated to be made) and is subject to change after such date. Chorus disclaims any intention or obligation to update or revise any forward-looking information as a result of new information, subsequent events or otherwise, except as required by applicable securities laws. Readers are cautioned that the foregoing factors and risks are not exhaustive.

About Chorus Aviation Inc.

Chorus is a Canadian company focused on aviation services businesses. Our 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' subsidiaries provide services that encompass every stage of an aircraft's lifecycle, 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 5.75% Senior Unsecured Debentures due December 31, 2024, 6.00% Convertible Senior Unsecured Debentures due June 30, 2026, and 5.75% 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. For further information on Chorus, please visit www.chorusaviation.com.

SOURCE Chorus Aviation Inc.

SOURCE: Chorus Aviation Inc.

Chorus Media Contact:  media@chorusaviation.com, Chorus Analyst Contact:
investorsinfo@chorusaviation.com

COMTEX_460642534/2197/2024-12-09T07:00:00