Chorus Aviation Inc. Announces Third Quarter 2023 Financial Results and Renewal of Normal Course Issuer Bid

Q3 2023 Financial Highlights

• Net income of $17.1 million, a quarter-over-quarter decrease of $6.4 million.
• Adjusted earnings available to Common Shareholders* of $12.1 million, a decrease of $19.1 million quarter-over-quarter.
• Adjusted earnings available to Common Shareholders* of $0.06 per Common Share, basic, a decrease of $0.09 quarter-over-quarter.
• Adjusted EBITDA* of $113.1 million, a decrease of $10.2 million quarter-over-quarter.
• Free Cash Flow* of $113.7 million, a decrease of $36.2 million quarter-over-quarter.
• Leverage Ratio* improved to 3.6 at September 30, 2023 from 4.4 at December 31, 2022.

HALIFAX, NS, Nov. 8, 2023 /CNW/ - Chorus Aviation Inc. ('Chorus') (TSX: CHR) today announced its third quarter 2023 financial results.

"Chorus made steady progress in the quarter on its deleveraging objectives, producing strong Adjusted EBITDA and Free Cash Flow, which contributed to its leverage reduction in the quarter. I am pleased to note that we remain on track to meet our overall guidance for 2023," said Colin Copp, President and Chief Executive Officer, Chorus Aviation Inc. "While responding to ongoing macro- economic challenges affecting our industry, our team remains laser-focused on improving our core business fundamentals. In the third quarter, Chorus generated over $164.3 million in cash from operations and $113.7 million in Free Cash Flow while moving closer to our Leverage Ratio target, improving it from 4.4 at the end of 2022 to 3.6. While we saw a decrease in quarter over quarter earnings, it was primarily due to expected lower lease revenue attributable to 2022 asset sales and last year's inclusion of customer claim recoveries. We remain on track with our overall strategy."

"The regional aviation services segment continued to perform well. We are pleased that Jazz reached a modified collective agreement with its pilots to address the changing pilot wage environment, a positive development that will help strengthen their pilot supply, training capabilities and overall capacity," said Mr. Copp. "A year and a half after the Falko acquisition, we remain confident about the regional aircraft leasing sector and our leading position within the space. Our Falko team is the leading regional aircraft-focused lessor and has successfully completed seventeen^[1] portfolio aircraft transactions this quarter, including, purchases of aircraft with leases attached, placement of idle aircraft on lease and lease extensions. We also continue to hold productive discussions on the launch of Fund III with potential lead investors."

____________________________

^[1] This figure does not include transactions under additional letters of intent and other ongoing activities that have yet to conclude.

^[*] These are non-GAAP financial measures, non-GAAP ratios or supplementary financial measures that are not recognized measures for financial statement presentation under GAAP. As such, they do not have standardized meanings, may not be comparable to similar measures presented by other issuers and should not be considered a substitute for or superior to GAAP results. Refer to the "Non-GAAP Financial Measures" section of this news release for more information.

Renewal of Normal Course Issuer Bid

Chorus also announced today that it has received approval from the Toronto Stock Exchange (the "TSX") respecting the renewal of its Normal Course Issuer Bid ("NCIB"). Pursuant to the documentation filed with the TSX, Chorus may purchase for cancellation up to a maximum of 15,160,372 of its Class A Variable Voting Shares and/or Class B Voting Shares (collectively, the "Shares"), representing 10% of the public float of the Shares as of November 6, 2023, calculated in accordance with the TSX rules.

The directors and management of Chorus believe that, during the period of the NCIB, the market price of the Shares may not adequately reflect their value. Therefore, the purchase of Shares by Chorus for cancellation may be an attractive investment for Chorus and an appropriate use of its available corporate funds.

As of November 6, 2023, Chorus had 193,873,204 Shares issued and outstanding, of which 151,603,722 Shares constitute the total public float of the Shares. Purchases made pursuant to the bid will be made in the open market through the facilities of the TSX and/or alternative Canadian trading systems at the market price at the time of the purchases in accordance with the rules of the TSX and applicable securities laws. On any trading day, Chorus will not purchase more than 75,688 Shares, representing 25% of the average daily trading volume for the six months ended October 31, 2023 (being 302,752 Shares), except where such purchases are made in accordance with the block purchase exemptions under the TSX rules. Purchases under the renewed NCIB may commence on November 14, 2023 and will conclude on the earlier of the date on which Chorus has purchased the maximum number of Shares permitted under the NCIB and November 13, 2024.

In connection with the renewal of the NCIB, Chorus has renewed its automatic securities purchase plan (the "Plan") with its designated broker to allow for the purchase of Shares on any trading day during the NCIB during pre-determined trading blackout periods, subject to certain parameters as to price and number of Shares. The Plan will commence on the effective date of the renewed NCIB and terminate when the NCIB terminates, unless terminated earlier in accordance with the terms of the Plan. Outside of these pre-determined blackout periods, Shares may also be repurchased in accordance with management's discretion, subject to applicable law. Chorus may vary, suspend or terminate the Plan only if it does not have material non-public information, and the decision to vary, suspend or terminate the Plan is not taken during a pre-determined trading blackout period. The Plan constitutes an "automatic plan" for purposes of applicable Canadian securities legislation and has been reviewed by the TSX.

The renewal of the NCIB follows on the conclusion of Chorus' previous NCIB that expires on November 13, 2023. Under the previous NCIB, Chorus was authorized to purchase up to 15,928,236 Shares for cancellation. From November 14, 2022 to November 8, 2023, Chorus purchased 9,177,784 Shares through the facilities of the TSX at a weighted average price of $3.25 per Share. There can be no assurance as to how many Shares, if any, will be acquired by Chorus pursuant to the renewed NCIB. Shares purchased by Chorus pursuant to the NCIB will be cancelled.

On March 29, 2023, Chorus management held an investor day at which it provided its view that the intrinsic value of the Shares was $5.50 per Share at the date of the presentation. This information, including the valuation approach and underlying assumptions used by management, is publicly available on Chorus' website: www.chorusaviation.com.

Third Quarter Summary

In the third quarter of 2023, Chorus reported Adjusted EBITDA of $113.1 million, a decrease of $10.2 million over the third quarter of 2022.

The RAL segment's Adjusted EBITDA was $56.1 million, a decrease of $13.7 million over the third quarter of 2022 primarily due to lower lease revenue of $8.6 million related to the 2022 sale of wholly- owned aircraft, recovered claims in the Virgin Australia bankruptcy recorded in the amount of $7.9 million and a decrease in net gain on sale of assets of $2.7 million; offset by increased lease revenue from re-leased aircraft, the recognition of end of lease ("EOL") compensation of $4.1 million and a higher US dollar exchange rate.

The RAS segment's Adjusted EBITDA was $62.3 million an increase of $0.3 million over the third quarter of 2022.

Corporate Adjusted EBITDA of $(5.3) million improved from the third quarter of 2022 by $3.2 million due to:

• a decrease in stock-based compensation of $2.0 million due to a decrease in the Common Share price, offset by the change in fair value of the Total Return Swap; and
• a decrease in general administrative expenses related to lower professional fees, salaries, wages and benefits and travel expenses.

Adjusted net income was $21.4 million for the quarter, a decrease of $20.2 million over the third quarter of 2022 due to:

• a $10.2 million decrease in Adjusted EBITDA as previously described;
• an increase in depreciation expense of $4.9 million primarily attributable to capital expenditures incurred in 2022 on re-leased aircraft as well as a change in depreciation estimates on certain aircraft;
• an increase of $4.3 million in income tax expense; and
• a change in net foreign exchange of $2.4 million; partially offset by
• a decrease in net interest costs of $1.8 million primarily related to the redemption of the 6.00% Debentures in December 2022 partially offset by interest on the Operating Credit Facility.

Net income decreased $6.4 million over the third quarter of 2022 primarily due to:

• the previously noted decrease in Adjusted net income of $20.2 million;
• an increase in impairment provisions of $25.7 million; and
• an increase in income tax expense on adjusted items of $5.9 million; partially offset by
• the defined benefit pension revenue of $29.9 million;
• a change in net unrealized foreign exchange of $9.0 million;
• a decrease in lease repossession costs of $5.1 million; and
• a decrease in employee separation program costs of $1.2 million.

Year-to-Date Summary

Chorus reported Adjusted EBITDA of $341.9 million for 2023, an increase of $30.4 million over the same prior year period.

The RAL segment's Adjusted EBITDA was $175.0 million, an increase of $23.0 million over the same prior year period primarily due to an increase in lease revenue of $33.5 million primarily attributable to four additional months of lease revenue versus the same period last year for Falko, increased lease revenue from re-leased aircraft, the release of EOL compensation of $4.1 million and a higher US dollar exchange rate; partially offset by lower lease revenue of $15.0 million related to the 2022 sale of wholly-owned aircraft and recovered claims in the Virgin Australia and Aeromexico bankruptcies recorded in 2022 of $10.9 million.

The RAS segment's Adjusted EBITDA was $188.0 million, an increase of $6.7 million over the same prior year period due to:

• an increase in other revenue of $7.0 million primarily due to Voyageur's increase in parts sales and MRO activity offset by a decrease in contract flying; and
• an increase in aircraft leasing revenue under the CPA of $3.2 million primarily due to a higher US dollar exchange rate offset by a change in lease rates on certain aircraft; partially offset by
• a contracted decrease in Fixed Margin of $2.3 million;
• a decrease in capitalization of major maintenance overhauls on owned aircraft of $2.2 million; and
• an increase in general administrative expenses attributable to increased operations.

Corporate Adjusted EBITDA of $(21.1) million improved from the same period 2022 by $0.7 million due to:

• a decrease in stock-based compensation of $2.9 million due to a decrease in the Common Share price, offset by the change in fair value of the Total Return Swap; partially offset by
• an increase in general administrative expenses related to higher professional fees, salaries, wages and benefits and travel expenses.

Adjusted net income of $77.8 million, a decrease of $9.2 million over the same prior year period primarily due to:

• an increase in depreciation expense of $22.3 million primarily attributable to Falko, capital expenditures incurred in 2022 on re-leased aircraft as well as a change in depreciation estimates on certain aircraft;
• an increase of $12.5 million in income tax expense;
• a change in net foreign exchange of $3.1 million; and
• an increase in net interest costs of $2.2 million primarily related to interest on long-term debt assumed as part of the Falko Acquisition and the draw on the Operating Credit Facility partially offset by the redemption of the 6.00% Debentures in December 2022 and the recognition of income related to the discontinuance of hedge accounting on an interest rate swap; partially offset by
• a $30.4 million increase in Adjusted EBITDA as previously described; and
• a decrease of $0.6 million on the fair value of investments.

Net income of $69.5 million, an increase of $63.4 million over the same prior year period primarily due to:

• a change in net foreign exchange of $34.4 million;
• the defined benefit pension revenue of $29.9 million;
• a decrease in lease repossession costs of $12.2 million;
• a decrease in restructuring credit loss provision of $10.4 million;
• a decrease in strategic advisory fees of $8.5 million; and
• a decrease in employee separation program costs of $1.3 million; partially offset by
• the previously noted decrease in Adjusted net income of $9.2 million;
• an increase in income tax expenses on adjusted items of $18.9 million; and
• an increase in impairment provisions of $5.2 million.

Consolidated Financial Analysis

This section provides detailed information and analysis about Chorus' performance for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022. It focuses on Chorus' consolidated operating results and provides financial information for Chorus' operating segments.

(unaudited) (expressed in thousands of Canadian dollars)	Three months ended September 30,				Nine months ended September 30,
	2023 $	2022 $	Change $	Change %	2023 $	2022 $	Change $	Change %
Operating revenue	447,596	421,326	26,270	6.2	1,259,623	1,156,049	103,574	9.0
Operating expenses	386,439	355,791	30,648	8.6	1,081,179	1,040,388	40,791	3.9
Operating income	61,157	65,535	(4,378)	(6.7)	178,444	115,661	62,783	54.3
Net interest expense	(25,081)	(26,875)	1,794	(6.7)	(74,191)	(72,034)	(2,157)	3.0
Foreign exchange (loss) gain	(3,179)	(9,766)	6,587	(67.4)	3,535	(27,758)	31,293	(112.7)
Gain on property and
equipment	3	—	3	100.0	13	156	(143)	(91.7)
(Loss) gain on fair value of
investments	(50)	224	(274)	(122.3)	2,441	(573)	3,014	(526.0)
Income before income tax	32,850	29,118	3,732	12.8	110,242	15,452	94,790	613.4
Income tax expense	(15,702)	(5,557)	(10,145)	(182.6)	(40,757)	(9,387)	(31,370)	334.2
Net income	17,148	23,561	(6,413)	(27.2)	69,485	6,065	63,420	1,045.7
Net income attributable to non-controlling interest	553	1,938	(1,385)	(71.5)	2,310	2,377	(67)	(2.8)
Net income attributable to Shareholders	16,595	21,623	(5,028)	(23.3)	67,175	3,688	63,487	1,721.4
Preferred share dividends declared	(8,799)	(8,563)	(236)	2.8	(26,486)	(13,989)	(12,497)	89.3
Earnings (loss) attributable to Common Shareholders	7,796	13,060	(5,264)	(40.3)	40,689	(10,301)	50,990	(495.0)
Adjusted EBITDA^(1)	113,126	123,353	(10,227)	(8.3)	341,930	311,504	30,426	9.8
Adjusted EBT^(1)	32,477	48,446	(15,969)	(33.0)	109,311	105,981	3,330	3.1
Adjusted net income^(1)	21,440	41,686	(20,246)	(48.6)	77,840	87,016	(9,176)	(10.5)

(1) These are non-GAAP financial measures, non-GAAP ratios or supplementary financial measures that are not recognized measures for financial statement presentation under GAAP. As such, they do not have standardized meanings, may not be comparable to similar measures presented by other issuers and should not be considered a substitute for or superior to GAAP results. Refer to the "Non-GAAP Financial Measures" section of this news release for more information.

Outlook
(See cautionary statement regarding forward-looking information below)

Jazz's capacity remains constrained as the industry-wide demand for pilots continues. In the past 12-months, Jazz has seen over 300 captain or captain-eligible pilots flow to Air Canada under the existing pilot flow agreement, along with attrition to other mainline airlines. In that same time period, Jazz has successfully hired and trained over 300 first officers and continues to see a good supply of new hire pilots. Effective September 1, 2023, Jazz and the Air Line Pilots Association representing

the Jazz pilots, entered into a modified collective agreement to address the changing pilot wage environment.

Jazz expects this trend on flow of pilots to Air Canada to continue in the near term.

The CPA provides a Fixed Fee to Jazz regardless of flying levels; therefore, any variations in flying are not expected to have any impact on Jazz's earnings.

Falko continues to have positive discussions on its new fund (Fund III) with its existing lead investors in Fund II and others. Chorus is also routinely exploring opportunities to sell Falko's wholly-owned or majority-owned aircraft in order to advance the implementation of its asset light leasing strategy.

Chorus has the key elements to successfully execute on its strategy to transition to an asset light leasing model while growing its contractual fund management business and its RAS segment. The key elements include:

• Strong and predictable core earnings from the RAS segment, with the potential to expand into adjacent and complementary business lines;
• Significant wholly-owned or majority-owned aviation assets that can be monetized to reduce debt and return capital to Common Shareholders while also providing funding to improve the growth and return profile of the business over time through accretive investments; and
• Growth potential in the Falko series of funds from which Chorus can generate attractive returns via asset management fees, co-investment returns and incentive payments.

The asset light leasing model will enable Chorus to achieve greater scale in its leasing business by co-investing alongside third-party equity investors in Falko-managed funds, while decreasing risk to Chorus by reducing the use of recourse debt financing. As Chorus transitions to an asset light leasing model, asset sales will generate Free Cash Flow that can be deployed to pursue accretive investment opportunities and/or return capital to Common Shareholders. As part of this asset light transformation, Chorus is targeting:

• Aircraft asset sales: Chorus intends to opportunistically trade RAL's wholly-owned or majority-owned aircraft including in connection with the windup of its 67.45% ownership in Ravelin Holdings LP by the tenth anniversary of the commencement of Fund I (2025). As of September 30, 2023, Ravelin Holdings LP held an interest in 39 aircraft with a net book value of US $386.5 million and secured debt of US $193.7 million. As asset sales occur, the related leasing revenues in RAL will decrease, which will be partially offset by lower depreciation and debt servicing costs and earnings from Falko managed funds.
• Reduced leverage: Chorus anticipates its Leverage Ratio will be between 2.5 to 3.5 by December 31, 2024, given the contractual nature of Chorus' earnings, amortizing debt repayments, and expected asset sales. Deleveraging amounts will vary from quarter-to- quarter depending on the timing and quantum of asset sales.
• Growth: Chorus intends to expand the number of Falko managed funds and the RAS business into adjacent and complementary specialty aviation business lines.

Chorus' forecast for the year ending December 31, 2023 is as follows:

(unaudited) (expressed in thousands of Canadian dollars)	Consolidated
	From  $	To $
Revenue^(1)(2)	1,500,000	1,700,000
Adjusted EBITDA^(1)(3)	410,000	450,000
Adjusted EBT^(1)(3)	135,000	165,000
Leverage Ratio^(1)(3)	3.6	4.0
Free Cash Flow^(3)(4)	260,000	330,000

(1)	RAL's forecast for the year ending December 31, 2023 is as follows: Revenue is expected to be between $250.0 million and $275.0 million, Adjusted EBITDA is expected to be between $210.0 million and $235.0 million and Adjusted EBT is expected to be between $50.0 million and $60.0 million.
(2)	Controllable Costs and Pass-Through Costs are expected to be between $0.95 billion and $1.1 billion included in both revenue and expenses.
(3)	These are non-GAAP financial measures, non-GAAP ratios or supplementary financial measures that are not recognized measures for financial statement presentation under GAAP. As such, they do not have standardized meanings, may not be comparable to similar measures presented by other issuers and should not be considered a substitute for or superior to GAAP results. Refer to the "Non-GAAP Financial Measures" section of this news release for more information.
(4)	Free Cash Flow includes the defined benefit pension revenue related to Air Canada's agreement to reimburse Jazz for the impact of the new pilot wage scales on the defined benefit pension plan liability of $29.9 million.

2023 Key Economic Assumptions:

• The forecast assumes Fund III will close outside of the 2023 year. Fund III is anticipated to have (i) a minimum of US $500.0 million in capital commitments and (ii) management fees and economic terms commensurate with those in Falko's prior funds.
• The forecast revenue is based on current contracted lease revenue and forecasted revenues for leased aircraft and asset management fees. Aircraft leasing revenue under the CPA and Fixed Margin revenue is expected to be US $110.0 million and $63.0 million, respectively, in 2023 (2022: US $114.5 million and $66.3 million, respectively).
• Asset sales of approximately US $50.0 million to $100.0 million in 2023 with a loan-to-value of between 50% and 60% generating net proceeds between US $25.0 million and US $50.0 million. If material asset sales are executed in 2023, this may reduce expected revenue in RAL, depending on the timing of such sales.
• The forecast uses a foreign exchange rate of 1.30 for 2023 to translate USD to CAD revenue.

RAL's gross receivable, primarily related to rent relief arrangements¹, may decrease from the September 30, 2023 balance of US $111.1 million to between US $100.0 million and US $105.0 million by the end of 2023 due to repayment expectations.

RAL's lease deferral receivable exposure is partially mitigated by security packages held of approximately US $17.9 million (December 31, 2022 - US $17.1 million).

^1

Following the onset of the COVID-19 pandemic, RAL received requests from many of its customers for some form of temporary rent relief, as they coped with an unprecedented reduction in demand for passenger air travel. Under rent relief arrangements, certain of which include lease term extensions, the repayment of the deferred amounts typically coincides with the lease term extensions.

Capital Expenditures

Capital expenditures in 2023, are expected as follows:

				Actual
(unaudited) (expressed in thousands of Canadian dollars)	Planned 2023^(1) $			Nine months ended 2023 $	Year ended December 31, 2022 $
Capital expenditures, excluding aircraft acquisitions Capitalized major maintenance overhauls^(2) Aircraft acquisitions and improvements	17,000	to	22,000	10,911	15,914
	8,000	to	13,000	9,696	15,974
	11,000	to	15,000	9,365	30,392
	36,000	to	50,000	29,972	62,280

(1)	The 2023 plan includes reconfiguration costs on aircraft and certain aircraft improvements which have been converted to Canadian from US dollars using a foreign exchange rate of 1.3520, the September 30, 2023 closing day rate from the Bank of Canada.
(2)	The 2023 plan includes between $5.0 million to $7.0 million of costs that are expected to be included in Controllable Costs. Actual 2023 and 2022 costs include $5.0 million and $10.1 million, respectively, which were included in Controllable Costs.

Use of Defined Terms

Capitalized terms used but not defined in this news release have the meanings given to them in management's discussion and analysis of results of operations and financial condition ("MD&A") dated the date hereof, which is available on Chorus' website (www.chorusaviation.com) and under Chorus' profile on SEDAR+ (www.sedarplus.ca).

Investor Conference Call / Audio Webcast

Chorus will hold an analyst call at 9:00 AM ET on November 9, 2023 to discuss the third quarter 2023 financial results. The call may be accessed by dialing 1-888-664-6392. The call will be simultaneously audio webcast via: https://app.webinar.net/8lXRrpPr70z.

This is a listen-in only audio webcast.

The conference call webcast will be archived on Chorus' website at www.chorusaviation.com under Investors > Reports. A playback of the call can also be accessed until midnight ET, November 16, 2023, by dialing toll-free 1-888-390-0541 and using passcode 414059 # (pound key).

¹NON-GAAP FINANCIAL MEASURES

This news release references several non-GAAP financial measures to supplement the analysis of Chorus' results. Chorus uses certain non-GAAP financial measures, described below, to evaluate and assess performance. These non-GAAP measures are generally numerical measures of a company's financial performance, financial position, or cash flows, that include or exclude amounts from the most comparable GAAP measure. As such, these measures are not recognized for financial statement presentation under GAAP, do not have standardized meanings, may not be comparable to similar measures presented by other entities, and should not be considered a substitute for or superior to GAAP results.

For quantitative reconciliations of certain non-GAAP measures to the most directly comparable financial measure in Chorus' financial statements, please refer to Section 18 (Non-GAAP Financial Measures) of the MD&A dated the date hereof, which is available on Chorus' website (www.chorusaviation.com) and under Chorus' profile on SEDAR+ (www.sedarplus.ca).

Adjusted net income, Adjusted earnings available to Common Shareholders, Adjusted EBT, and Adjusted EBITDA

Chorus revised its definition of Adjusted net income in the third quarter of 2023 to include the defined benefit pension revenue related to Air Canada's agreement to reimburse Jazz for the impact of the new pilot wage scales on the defined benefit pension plan for pilots to facilitate comparability of its results.

Adjusted net income is used by Chorus to assess performance without the effects of unrealized foreign exchange gains or losses on long-term debt and lease liability related to aircraft, employee separation program costs, impairment provisions, lease repossession costs net of security packages realized, restructuring expected credit loss provision, defined benefit pension revenue, strategic advisory fees and the applicable tax expense (recovery). Chorus manages its exposure to currency risk on such long-term debt by billing the lease payments within the CPA in the underlying currency (US dollars) related to the aircraft debt. These items are excluded because they affect the comparability of Chorus' financial results, period-over-period, and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non- recurring due to ongoing currency fluctuations between the Canadian and US dollar.

Adjusted earnings available to Common Shareholders per Common Share is used by Chorus to assess performance and is calculated as Adjusted net income less non-controlling interest and Preferred Share dividends declared.

Chorus revised its definition of Adjusted EBT and Adjusted EBITDA in the third quarter of 2023 to include the defined benefit pension revenue related to Air Canada's agreement to reimburse Jazz for the impact of the new pilot wage scales on the defined benefit pension plan for pilots to facilitate comparability of its results.

Adjusted EBT and Adjusted EBITDA should not be used as exclusive measures of cash flow because these measures do not account for the impact of working capital growth, capital expenditures, debt repayments and other sources and uses of cash, which are disclosed in the statements of cash flows, forming part of Chorus' financial statements.

EBT is defined as earnings before income tax. Adjusted EBT (EBT before employee separation program costs, impairment provisions, lease repossession costs net of security packages realized, restructuring expected credit loss provision, defined benefit pension revenue, strategic advisory fees and other items such as foreign exchange gains and losses) is a non-GAAP financial measure

used by Chorus as a supplemental financial measure of operational performance. Management believes Adjusted EBT assists investors in comparing Chorus' performance by excluding items, which it does not believe will re-occur over the longer-term (such as employee separation program costs, impairment provisions, lease repossession costs net of security packages realized, restructuring expected credit loss provision, defined benefit pension revenue and strategic advisory fees) as well as items that are non-cash in nature such as foreign exchange gains and losses.

EBITDA is defined as earnings before net interest expense, income taxes, depreciation and amortization and impairment and is a non-GAAP financial measure that is used frequently by companies in the aviation industry as a measure of performance. Adjusted EBITDA (EBITDA before employee separation program costs, strategic advisory fees, impairment provisions, lease repossession costs net of security packages realized, restructuring expected credit loss provision, defined benefit pension revenue and other items such as foreign exchange gains or losses) is a non-GAAP financial measure used by Chorus as a supplemental financial measure of operational performance. Management believes Adjusted EBITDA assists investors in comparing Chorus' performance by excluding items, which it does not believe will re-occur over the longer-term (such as employee separation program costs, impairment provisions, lease repossession costs net of security packages realized, restructuring expected credit loss provision, defined benefit pension revenue and strategic advisory fees) as well as items that are non-cash in nature such as foreign exchange gains and losses. Adjusted EBITDA should not be used as an exclusive measure of cash flow because it does not account for the impact of working capital growth, capital expenditures, debt repayments and other sources and uses of cash, which are disclosed in the statements of cash flows, forming part of Chorus' financial statements.

Leverage Ratio

Leverage Ratio is used by Chorus as a means to measure financial leverage. Leverage Ratio is calculated by dividing Net debt by trailing 12-month Adjusted EBITDA. Leverage Ratio is not a recognized measure under GAAP, and therefore is unlikely to be comparable to similar measures presented by other companies. Management believes leverage to be a useful term when monitoring and managing debt levels. In addition, as leverage is a measure frequently analyzed for public companies, Chorus has calculated the amount to assist readers in this review. Leverage should not be construed as a measure of cash flows.

Free Cash Flow

Free Cash Flow is defined as cash provided by operating activities less net changes in non-cash balances related to operations, capital expenditures excluding aircraft acquisitions and improvements plus net proceeds on asset sales (proceeds on disposal of property and equipment less the related debt repayments for the assets sold).

Forward-Looking Information

This news release includes forward-looking information and statements. Forward-looking information and statements are 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. Such information and statements may involve but are not limited to comments with respect to assumptions, strategies, expectations, planned operations or future actions. Forward-looking information and statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and other uncertain events. Forward-looking information and statements, by their nature, are based on assumptions, including those referenced below, and are subject to important risks and uncertainties. Any forecasts or forward-looking predictions or statements cannot be relied upon due to, among other things, external events, changing market conditions and general uncertainties of the business. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those indicated in the forward-looking information and statements.

Examples of forward-looking information and statements in this news release include the discussion in the Outlook section, as well as statements regarding expectations as to Chorus' future liquidity and financial strength and contracted revenues, Chorus' future growth and competitive position, the growth of Falko's asset management business, the transition of Chorus' leasing business to an asset light leasing model, the generation of cash flows from asset sales and potential deployment of those proceeds to enhance returns to Shareholders and/or invest in accretive growth opportunities, the completion of pending or planned transactions (including the successful close of Falko's Fund III), Jazz's efforts to increase flying capacity under the CPA, and expectations with regard to Share purchases under the NCIB. Actual results may differ materially from results indicated in forward- looking information for a number of reasons, including if: any one or more of the key assumptions described in the Outlook section fails to materialize; Chorus is unable to successfully realize the anticipated benefits of the Falko acquisition, including the transition to an asset light model; Falko is unable to successfully launch Fund III on the terms currently contemplated or at all; Chorus (including any of its subsidiaries) is unable to attract and retain the type and number of human resources it needs to operate its business; new COVID-19 variants and/or new pandemic or endemic diseases emerge and restrictive measures are implemented to minimize their public health impacts; the effects of the COVID-19 pandemic continue to adversely impact the financial health of Chorus' contractual counterparties; general economic conditions (including inflation and interest rates) worsen, or general conditions for the aviation industry deteriorate; payments cease (in whole or in part) under the CPA and/or under aircraft lease agreements with Chorus' customers; disputes emerge under the CPA and/or under aircraft lease agreements; Chorus defaults under any of its debt covenants; asset impairments and/or provisions for expected credit losses are required; changes in law are made (including regulations relating to climate change) which adversely affect Chorus' business or assets; transactions (including financings) referenced in this news release or in Chorus' public disclosure record fail to conclude on the terms currently contemplated or at all; and/ or one or more of the risk factors referenced in Chorus' most recent Annual Information Form and in its public disclosure record available on SEDAR+ at www.sedarplus.ca materializes. The forward- looking statements contained in this news release represent Chorus' expectations as of the date of this news release (or as of the date they are otherwise stated to be made) and are subject to change after such date. Chorus disclaims any intention or obligation to update or revise such statements to reflect 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 leading, global aviation solutions provider and asset manager, focused on regional aviation. Our principal subsidiaries are: Falko Regional Aircraft, the leading pure play regional aircraft asset manager and lessor, managing investments on behalf of third-party fund investors; 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 a regional 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. www.chorusaviation.com.

SOURCE Chorus Aviation Inc.

Chorus Media Contact: [email protected]; Chorus Analyst Contact: [email protected]