Chorus Aviation Announces Receipt of Exemptive Relief in Connection with Substantial Issuer Bid

CNW Group

Thu, May 15, 2025, 1:09 PM 5 min read

HALIFAX, NS, May 15, 2025 /CNW/ - Chorus Aviation Inc. (TSX: CHR) ("Chorus" or the "Company") announced today that, in connection with the Company's ongoing substantial issuer bid (the "Offer"), pursuant to which the Company has offered to purchase up to $25 million in value of its Class A Variable Voting Shares and Class B Voting Shares (collectively, the "Shares") pursuant to a "modified Dutch auction", the Nova Scotia Securities Commission, as principal regulator, has granted an exemptive relief order permitting Chorus to extend the Offer, if it determines to do so, in circumstances where the Offer is undersubscribed, without first taking up its Shares previously deposited to the Offer. The terms of the Offer are described in the Company's press releases dated April 7, 2025 and April 14, 2025.

At this time, the board of directors of Chorus has not made any determination with respect to an extension of the Offer and the expiration date of the Offer remains 5:00 p.m. (Toronto time) on May 20, 2025 (the "Expiration Date"). In the event the Offer is extended, the Company will provide a further news release disclosing the details of such extension.

Details of the Offer, including instructions for tendering Shares to the Offer, are described in the offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents").

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.

Shareholders are encouraged to review the full terms and conditions of the Offer, including instructions for tendering Shares to the Offer, which are described in the Offer Documents, copies of which were filed with the applicable Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca and posted on Chorus' website at www.chorusaviation.com.

Any questions or requests for information regarding the Offer should be directed to TSX Trust Company, as the depositary, at 301-100 Adelaide Street West, Toronto, Ontario M5H4H1, Tel: 1-416-682-3860, Toll Free: 1-800-387-0825, email: shareholderinquiries@tmx.com, or Scotia Capital Inc., as the dealer manager, at 40 Temperance Street, 6^th Floor, Toronto, Ontario M5H1Y4, email: chorussib@scotiabank.com.

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.

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 Offer. 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 timing, completion and announcement of the results of the Offer, the Company's intentions and expectations with respect to the Offer, the terms and conditions of the Offer, the number and aggregate dollar amount of Shares to be purchased for cancellation under the Offer and the anticipated effects and benefits of the Offer. Actual results could differ materially from those described in forward-looking information due to known or unknown risks, including, but not limited to, the failure of any condition to the Offer; Chorus' inability to finance the Offer in the manner it intends; the extent to which Shareholders elect to tender their Shares under the Offer; Chorus' having sufficient financial resources and working capital following completion of the Offer (including to fund its currently anticipated financial obligations and pursue desirable business opportunities); the Offer being completed later than the second quarter of 2025 and the risk factors described in Chorus' public disclosure record available under Chorus' profile on SEDAR+ at www.sedarplus.ca and many other factors beyond the control of Chorus.

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.

SOURCE Chorus Aviation Inc.