Chorus Aviation Announces Shareholder and Board Approval of Share Consolidation

HALIFAX, NS, Feb. 4, 2025 /CNW/ - Chorus Aviation Inc. (TSX: CHR) ("Chorus" or the "Corporation") today announced that holders of its Class A Variable Voting Shares and Class B Voting Shares (the "Shares", and the holders thereof, "Shareholders") approved a special resolution for a proposed consolidation of the Shares (the "Consolidation") and authorized Chorus' board of directors (the "Board"), in its discretion, to implement the Consolidation at any time prior to February 4, 2026 on the basis of a consolidation ratio within a range of one (1) post-consolidation Share for every five (5) to ten (10) pre-consolidation Shares. The special resolution was approved by 95.5% of the votes cast by Shareholders at the special meeting of Shareholders held earlier today. To be effective, the resolution to approve the Consolidation required the affirmative vote of at least two-thirds of the votes cast by the Shareholders. The report on voting results will be filed under the Corporation's profile on SEDAR+.

Chorus also announced that the Board has approved and determined to implement the Consolidation on the basis of a consolidation ratio of one (1) post-consolidation Share for every seven (7) pre-consolidation Shares. The Consolidation has been conditionally approved by the Toronto Stock Exchange (the "TSX") and is expected to be effective on or about February 5, 2025.

Based on the current number of issued and outstanding Shares, the Consolidation is expected to reduce the number of issued and outstanding Shares from 188,575,573 Shares to approximately 26,939,368 Shares (disregarding any resulting fractional Shares). The exact number of outstanding Shares after the Consolidation will vary based on the elimination of fractional Shares. No fractional Shares will be issued in connection with the Consolidation. Following the Consolidation, the Shares will continue to be listed on the TSX under the symbol "CHR", although the post-consolidation Shares will be considered a substituted listing with a new CUSIP and ISIN number of 17040T888 and CA17040T8885, respectively. The Shares are expected to begin trading on the TSX on a consolidated basis at markets open on February 10, 2025.

Following the effective date of the Consolidation, the exercise or conversion price and/or the number of Shares of the Corporation issuable upon the exercise or deemed exercise of its currently outstanding share purchase warrants, stock options and restricted share units issued pursuant to the Corporation's long-term incentive plan ("LTIP"), and deferred share units issued under the Corporation's deferred share unit plan for directors, and any other convertible or exchangeable securities of the Corporation, including the Corporation's 6.00% convertible senior unsecured debentures due June 30, 2026, will be proportionately adjusted to reflect the Consolidation ratio approved by the Board. In addition, the number of Shares reserved for issuance under the Corporation's LTIP will be reduced proportionately based on the Consolidation ratio approved by the Board.

Further details regarding the Consolidation are contained in Chorus' Management Proxy Circular dated December 23, 2024, which is available on Chorus' website at www.chorusaviation.com under "Investors – Reports" and under Chorus' profile on SEDAR+ at www.sedarplus.ca.

Forward-Looking Information

This news release may contain forward-looking information or statements within the meaning of applicable securities laws (collectively, "forward-looking information"), including, but not limited to statements with respect to the timing and completion of the Consolidation, statements relating to the expected number of Shares outstanding following the Consolidation, and statements with respect to the timing for the trading of the post-consolidation Shares on the TSX. Forward-looking information may be identified by the use of terms such as "believes", "expects", "anticipates", "assumes", "outlook", "plans", "targets", "could", "intend", "may", "project" or other similar terms and phrases, including negative versions thereof, although not all forward-looking information contains these identifying words. Actual results could differ materially from those described in the 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.

Forward-looking information, by its nature, is based on assumptions, is subject to important risks and uncertainties and cannot be relied upon due to, among other things, changing external events and general uncertainties of the business. Actual results, performance or achievements may differ materially from those indicated in forward-looking information due to a number of factors, including the risk factors identified in Chorus' public disclosure record available under its profile on SEDAR+ at www.sedarplus.ca.

Forward-looking information in this news release reflects information as of the date of this news release (or as of the date it is stated to be provided) and is subject to change after such date. Chorus disclaims any intention or obligation to update or revise any forward-looking information, whether because of new information, future events or otherwise, except as required under applicable securities laws.

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 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.