Chorus Aviation Inc. Announces Preliminary Results of Substantial Issuer Bid

HALIFAX, NS, May 21, 2025 /CNW/ - Chorus Aviation Inc. (TSX: CHR) ("Chorus" or the "Company") today announced the preliminary results of its substantial issuer bid (the "Offer") to purchase for cancellation up to $25,000,000 of its issued and outstanding Class A Variable Voting Shares and Class B Voting Shares (collectively, the "Shares"). The Offer expired at 5:00 p.m. (Toronto time) on May 20, 2025. All amounts in this press release are in Canadian dollars.

Based on the preliminary count by TSX Trust Company, the depositary for the Offer (the "Depositary"), a total of 471,319 Shares of Chorus were properly tendered and not withdrawn.

In accordance with the terms of the Offer, Chorus has informed the Depositary that it is taking up Shares properly tendered to the Offer at the time of expiry. Based on the preliminary count by the Depositary, Chorus expects to take up and purchase for cancellation an aggregate of 471,319 Shares at a purchase price of $21.00 per Share. The Shares expected to be purchased under the Offer represented approximately 1.78% of the issued and outstanding Shares as of April 11, 2025, the last trading day prior to the date the Offer was publicly announced. Immediately following completion of the Offer, Chorus anticipates that 25,992,518 Shares will remain issued and outstanding.

As the total value of Shares tendered was less than the total that could have been purchased by the Company under the terms of the Offer, all Shares validly deposited and not withdrawn will be purchased under the Offer and no proration will be required.

The number of Shares properly tendered and not withdrawn, the number of Shares expected to be purchased, and the purchase price are all preliminary and subject to verification by the Depositary. Following completion by the Depositary of the verification process and the guaranteed delivery period, the Company will issue a final press release including the final number of Shares purchased, the final purchase price, and the estimated paid-up capital per Share and "specified amount" (each for purposes of the Income Tax Act (Canada)). Promptly after such announcement, payment for the Shares accepted for purchase will be made in accordance with the terms of the Offer, and the Depositary will return all other Shares tendered and not purchased under the Offer.

The full details of the Offer are described in the issuer bid circular dated April 14, 2025, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on Chorus' website at www.chorusaviation.com.

This news release is for informational purposes only and is not intended to and does not constitute an offer to purchase or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares is only being made pursuant to the Offer Documents.

The Company's normal course issuer bid for its Shares (the "NCIB") was suspended during the period of the Offer. The Company intends to resume the NCIB and continue purchasing Shares thereunder until the expiry of the NCIB on November 13, 2025 or such earlier date on which Chorus has purchased the maximum number of Shares permitted under the NCIB. Chorus intends to make purchases under the NCIB on an opportunistic basis, taking Share price and other considerations into account. There can be no assurance as to how many Shares, if any, Chorus will acquire under the NCIB.

Forward-Looking Information

This news release contains forward-looking information and statements within the meaning of applicable securities laws (collectively, "forward-looking information"). Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "will", "would", and similar terms and phrases, including negative versions thereof. All information and statements other than statements of historical fact are forward-looking and by their nature, are based on various underlying assumptions and expectations that are subject to known and unknown risks, uncertainties and other factors that may cause actual future results, performance or achievements to differ materially from those indicated in the forward-looking information. As a result, there can be no assurance that the forward-looking information included in this news release will prove to be accurate or correct.

Examples of forward-looking information in this news release include statements and expectations regarding the expected results of the Offer, the final Purchase Price, the approximate number of Shares expected to be issued and outstanding following completion of the Offer, the Company's intentions to resume its NCIB and expected commencement date, and the timing of payment for Shares purchased under the Offer. Actual results may differ materially from those anticipated in forward-looking information for a number of reasons including: changes in the aviation industry and general economic conditions; the emergence of disputes with contractual counterparties (including under the CPA); a deterioration in Air Canada's financial condition; any default by Chorus under debt covenants; asset impairments; changes in law; litigation; the imposition of tariffs on Canadian exports or imports or adverse changes to existing trade agreements and/or relationships; and 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 holding company which 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' subsidiaries provide services that encompass every stage of an aircraft's lifecycle, 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' 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.B' and 'CHR.DB.C' respectively. For further information on Chorus, please visit www.chorusaviation.com.

SOURCE Chorus Aviation Inc.