Cargojet Inc. — Capital/Financing Update 2021

Jan 12, 2021

January 12, 2021

Cargojet Inc.

Treasury Offering of Common Voting Shares and/or Variable Voting Shares

Term Sheet

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. Copies of the preliminary short form prospectus may be obtained from Scotia Capital Inc. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

These securities have not been, and will not be, registered under the US. Securities Act, or any US. state securities laws. Accordingly, these securities may not be offered, sold or delivered, directly or indirectly, in the United States of America except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

Issuer:	Cargojet Inc. (the “Company”).
Offering:	1,642,000 Common Voting Shares and/or Variable Voting Shares of the Company
	(the “Shares”).
Offering Amount:	$350,156,500.
Offering Price:	$213.25 per Share.
Over-Allotment	The underwriters will have an option to purchase up to an additional 15% of the
Option:	Offering at the Offering Price to cover over-allotments, if any, and for market
	stabilization purposes, exercisable in whole or in part at any time until 30 days after
	Closing.
Use of Proceeds:	Net proceeds from the Offering will be used to expand domestic capacity and facilities,
	pursue U.S. and international air cargo growth opportunities, repay debt obligations,
	and for general corporate purposes.
Canadian / Non-	Canadians (as defined by the_Canada Transportation Act_) will receive Common Voting
Canadian	Shares. Non-Canadians (as defined by the_Canada Transportation Act_) will receive
Purchasers:	Variable Voting Shares.
Dividends:	The Company currently pays a quarterly cash dividend of C$0.234 per Voting Share.
	The first cash dividend which purchasers under this Offering will be eligible to receive,
	if declared, is the dividend for the period from January 1, 2021 to March 31, 2021
	which is expected to be payable on or about April 5, 2021 to holders of record on or
	about March 22, 2021.
Form of Offering:	Public offering in each of the provinces and territories of Canada pursuant to a short
	form prospectus.
	Private placement in the United States to “qualified institutional buyers” pursuant to
	Rule 144A of the U.S. Securities Act of 1933, as amended, and internationally as
	permitted by the Company.
Form of	Bought, subject to a mutually acceptable underwriting agreement containing “disaster
Underwriting:	out”, “regulatory out”, and “material adverse change out” clauses running to Closing.
Listing:	The issued and outstanding Common Voting Shares and Variable Voting Shares of
	the Company are listed on the TSX under the symbol “CJT”.
Eligibility:	The Common Voting Shares of the Company will be eligible for RRSPs, RRIFs,
	RESPs, RDSPs, TFSAs and DPSPs.

Cargojet Inc.

Treasury Offering of Common Voting Shares and/or Variable Voting Shares

Term Sheet January 12, 2021 y 12, 2021 12, 2021 , 2021 2021 Bookrunners: Scotia Capital Inc., CIBC Capital Markets, RBC Capital Markets, J.P. Morgan Securities Canada Inc., Morgan Stanley Canada Limited and BMO Capital Markets. Commission: 4.00%. Closing: On or about February 1, 2021.

January 12, 2021 y 12, 2021 12, 2021 , 2021 2021