Chorus Aviation Inc.

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.

This short form prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered, sold or delivered within the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the securities will only be offered and sold within the United States pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder. See “Plan of Distribution”.

authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Chorus Aviation Inc., at 3 Spectacle Lake Drive, Dartmouth, Nova Scotia B3B 1W8, telephone: 902-873-6777, and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering August 26, 2021

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$750,000,000 Class A Variable Voting Shares and Class B Voting Shares Preferred Shares Debt Securities Warrants Subscription Receipts Units

Chorus Aviation Inc. (“ Chorus ” or the “ Corporation ”) may from time to time issue, offer and sell, as applicable, the following securities of the Corporation under this short form base shelf prospectus (the “ Prospectus ”): (i) Class A Variable Voting Shares (the “ Variable Voting Shares ”) and Class B Voting Shares (the “ Voting Shares ”, and together with the Variable Voting Shares, the “ Shares ”); (ii) preferred shares, issuable in one or more series (collectively, “ Preferred Shares ”); (iii) debentures, notes or other evidence of indebtedness of any kind, nature or description, including convertible or exchangeable debt securities and debt securities payable on an instalment basis and represented by instalment receipts (collectively, “ Debt Securities ”); (iv) warrants (“ Warrants ”) to purchase any of the other securities described in this Prospectus; (v) subscription receipts (“ Subscription Receipts ”); and (vi) units (“ Units ”) comprised of one or more of the other securities described in this Prospectus; or any combination of such securities (all of the foregoing collectively, the “ Securities ” and individually, a “ Security ”) for up to an aggregate offering price of $750,000,000 (or its equivalent in any other currencies), in one or more transactions during the 25month period that this Prospectus, including any amendments hereto, remains effective.

The Corporation will provide the specific terms of any offering of Securities, including the specific terms of the Securities with respect to a particular offering and the terms of such offering, in one or more prospectus supplements (each a “ Prospectus Supplement ”) to this Prospectus. The Securities may be offered separately or together or in any combination, and as separate series. One or more securityholders of the Corporation may also offer and sell Securities under this Prospectus. See “The Selling Securityholders”.

Chorus reserves the right to include in a Prospectus Supplement specific variable terms pertaining to the Securities that are not within the descriptions set forth in this Prospectus.

In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

An investor should read this Prospectus and the applicable Prospectus Supplement carefully before investing in any Securities.

All information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. For the purposes of applicable securities laws, each Prospectus Supplement will be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which that Prospectus Supplement pertains.

The Securities may be sold pursuant to this Prospectus directly to investors or through underwriters, dealers or agents designated from time to time, at amounts and prices and other terms determined by the Corporation or any selling securityholders. A Prospectus Supplement will set out the names of any underwriters, dealers, agents or selling securityholders involved in the sale of the Securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such Securities, including the net proceeds the Corporation expects to receive from the sale of such Securities, if any, the amounts and prices at which the Securities are sold and the compensation of such underwriters, dealers or agents. See “Plan of Distribution”.

The outstanding Shares, 6% Senior Debentures due December 31, 2024, 5.75% Senior Unsecured Debentures due December 31, 2024, 6.00% Convertible Senior Unsecured Debentures due June 30, 2026 and Warrants are listed on the Toronto Stock Exchange (the “ TSX ”). Unless otherwise specified in the applicable Prospectus Supplement, Securities other than Shares will not be listed on any securities exchange. There is currently no market through which such Securities may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus and the Prospectus Supplement relating to such Securities. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See “Plan of Distribution” and “Risk Factors” in this Prospectus and in any applicable Prospectus Supplement relating to a particular offering of Securities.

Unless otherwise indicated in the Prospectus Supplement relating to an offering of Securities, the particular offering of Securities will be subject to the approval of certain legal matters by Osler, Hoskin & Harcourt LLP on behalf of Chorus.

There are certain risks inherent in an investment in the Securities and in Chorus’ activities. Prospective investors should carefully consider these risk factors before purchasing Securities. Without limitation to the foregoing, it is important for prospective purchasers to consider the particular risk factors relating to Chorus’ relationship with Air Canada and the risk factors that may affect the aviation industry in which Chorus operates. See “Risk Factors”.

Prospective investors should be aware that the acquisition of the Securities described herein may have tax consequences. This Prospectus does not, and any applicable Prospectus Supplement may not fully, describe these tax consequences. Prospective investors should read the tax discussion in any applicable Prospectus Supplement, but note that such discussion may be only a general summary that does not cover all tax matters that may be of importance to a prospective investor. Each prospective investor is urged to consult its own tax advisors about the tax consequences relating to the purchase, ownership and disposition of the Securities in light of the investor’s own circumstances.

As of the date of this Prospectus, no underwriter or dealer is in a contractual relationship with the Corporation requiring the underwriter or dealer to distribute under this Prospectus .

This Prospectus may qualify “at-the-market distributions” (as such term is defined in National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”)). In connection with any offering of Securities, except with respect to “at-the-market distributions”, underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the offered Securities at levels other than those which might otherwise prevail in the open market. Such transactions may be commenced, interrupted or discontinued at any time. See “Plan of Distribution”.

All monetary amounts used herein are in Canadian dollars, unless otherwise indicated.

The head office of Chorus is located at 3 Spectacle Lake Drive, Dartmouth, Nova Scotia B3B 1W8 and the registered office of Chorus is located at 100 King Street West, Suite 6100, 1 First Canadian Place, Toronto, Ontario M5X 1B8.

(ii)

ABOUT THIS PROSPECTUS ......................................................................................................................................................... 1 DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................................... 1 CAUTION REGARDING FORWARD-LOOKING INFORMATION ........................................................................................... 3 THE CHORUS BUSINESS .............................................................................................................................................................. 3 CONSOLIDATED CAPITALIZATION .......................................................................................................................................... 4 EARNINGS COVERAGE RATIO .................................................................................................................................................. 4 USE OF PROCEEDS ....................................................................................................................................................................... 4 DESCRIPTION OF SHARE CAPITAL ........................................................................................................................................... 4 DESCRIPTION OF DEBT SECURITIES ........................................................................................................................................ 8 DESCRIPTION OF WARRANTS ................................................................................................................................................. 10 DESCRIPTION OF SUBSCRIPTION RECEIPTS ........................................................................................................................ 11 DESCRIPTION OF UNITS ............................................................................................................................................................ 12 SELLING SECURITYHOLDERS ................................................................................................................................................. 13 TRADING PRICE AND VOLUME ............................................................................................................................................... 13 PRIOR SALES ............................................................................................................................................................................... 13 PLAN OF DISTRIBUTION ........................................................................................................................................................... 13 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ................................................................................. 14 RISK FACTORS ............................................................................................................................................................................ 14 INTERESTS OF EXPERTS ........................................................................................................................................................... 15 ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES ........................................................................................................... 15 TRANSFER AGENT AND REGISTRAR ..................................................................................................................................... 15 AUDITOR ...................................................................................................................................................................................... 15 PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .................................................................. 15 CERTIFICATE OF CHORUS AVIATION INC. ......................................................................................................................... C-1

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ABOUT THIS PROSPECTUS

In this Prospectus, the Corporation and its subsidiaries are collectively referred to as “Chorus”, unless the context otherwise requires. The Corporation has not authorized anyone to provide readers with information different from that contained in this Prospectus. The Corporation takes no responsibility for, and can provide no assurance as to the reliability of any other information that others may give readers of this Prospectus. The Corporation is not making an offer of Securities in any jurisdiction where the offer is not permitted.

Readers should not assume that the information contained or incorporated by reference in this Prospectus is accurate as of any date other than the date of this Prospectus or the respective dates of the documents incorporated by reference herein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus, any Prospectus Supplement and the documents incorporated by reference herein and therein are accurate only as of their respective dates. The business, financial condition, results of operations and prospects of the Corporation may have changed since those dates.

All monetary amounts used herein are in Canadian dollars, unless otherwise indicated.

This Prospectus provides a general description of the Securities that Chorus may offer. Each time Chorus sells Securities under this Prospectus, Chorus will provide prospective investors with a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing in any Securities, a prospective investor should read both this Prospectus and any applicable Prospectus Supplement, together with the additional information described below and in the applicable Prospectus Supplement under “Documents Incorporated by Reference”.

This Prospectus includes or the documents incorporated by reference herein include summary descriptions of certain agreements of Chorus. The summary descriptions are not complete and are qualified by reference to the terms of the material agreements, which have been filed with the Canadian securities regulatory authorities and are available on Chorus’ profile on SEDAR at www.sedar.com. Investors are encouraged to read the full text of such material agreements.

This Prospectus shall not be used by anyone for any purpose other than in connection with an offering of Securities as described in one or more Prospectus Supplements. The Corporation does not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by applicable securities laws. Information contained on, or otherwise accessed through, the website of the Corporation, chorusaviation.com, shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference herein.

DOCUMENTS INCORPORATED BY REFERENCE

commissions or similar authorities in each of the provinces and territories of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Chorus at 3 Spectacle Lake Drive, Dartmouth, Nova Scotia B3B 1W8, telephone: 902-873-6777 and are also available electronically on Chorus’ profile on SEDAR at www.sedar.com. The filings of the Corporation through SEDAR are not incorporated by reference in this Prospectus except as specifically set out herein.

The information incorporated by reference is considered part of this Prospectus, and information filed with the securities commissions or similar authorities in each of the provinces and territories of Canada subsequent to this Prospectus and prior to the termination of a particular offering of Securities referred to in any Prospectus Supplement will be deemed to update and, if applicable, supersede this information. Except as may be set forth in a Prospectus Supplement, the following documents of Chorus, which have been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) the annual information form of Chorus dated February 18, 2021;
(b) the management information circular of Chorus dated May 5, 2021 in connection with the annual meeting of shareholders held on June 21, 2021 (the “ Circular ”);
(c) the audited consolidated annual financial statements of Chorus and the notes thereto for the years ended December 31, 2020 and December 31, 2019, together with the report of the auditors thereon;
(d) management’s discussion and analysis of results of operations and financial condition of Chorus for the year ended December 31, 2020;
(e) the unaudited interim condensed consolidated financial statements of Chorus and the notes thereto for the three and six months ended June 30, 2021;
(f) management’s discussion and analysis of results of operations and financial condition of Chorus for the three and six months ended June 30, 2021;
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(g) the material change report of Chorus dated March 8, 2021 relating to an agreement to revise the capacity purchase agreement (the “ CPA ”) between Jazz Aviation LP (“ Jazz ”), a subsidiary of the Corporation, and Air Canada; and
(h) the material change report of Chorus dated March 19, 2021 relating to the satisfaction of a certain condition precedent to the agreement to revise the CPA referenced in (g) above.

Documents referenced in any of the documents incorporated by reference in this Prospectus but not expressly incorporated by reference therein or in this Prospectus and not otherwise required to be incorporated by reference therein or in this Prospectus are not incorporated by reference in this Prospectus.

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any annual information form, annual financial statements and the auditors’ report thereon, interim financial statements, management’s discussion and analysis of results of operations and financial condition, material change reports (except confidential material change reports), business acquisition reports and information circulars, filed by Chorus with the various securities commissions or similar authorities in Canada after the date of this Prospectus and all Prospectus Supplements (only in respect of the offering of Securities to which that particular Prospectus Supplement relates) disclosing additional or updated information including the documents incorporated by reference therein, filed pursuant to the requirements of applicable securities legislation in Canada and during the period that this Prospectus is effective, shall be deemed to be incorporated by reference in this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Corporation and readers should review all information contained in this Prospectus, the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein.

Upon a new annual information form and annual consolidated financial statements (and accompanying management’s discussion and analysis of results of operations and financial condition) being filed by the Corporation with the various securities commissions or similar authorities in Canada during the period that this Prospectus is effective, the previous annual information form, the previous annual consolidated financial statements and all interim consolidated financial statements and in each case the accompanying management’s discussion and analysis of results of operations and financial condition, and material change reports, filed prior to the commencement of the financial year of the Corporation in which the new annual information form is filed shall be deemed to no longer be incorporated into this Prospectus for purpose of future offers and sales of Securities under this Prospectus. Upon interim consolidated financial statements and the accompanying management’s discussion and analysis of results of operations and financial condition being filed by the Corporation with the various securities commissions or similar authorities during the period that this Prospectus is effective, all interim consolidated financial statements and the accompanying management’s discussion and analysis of results of operations and financial condition filed prior to such new interim consolidated financial statements and management’s discussion and analysis of results of operations and financial condition shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Corporation with the various securities commissions or similar authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to prospective purchasers of such Securities, together with this Prospectus, and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement but only for the purpose of the offering of the Securities covered by that Prospectus Supplement.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

Marketing Materials

Certain marketing materials (as that term is defined in applicable securities legislation in Canada) may be used in connection with a distribution of Securities under this Prospectus and any applicable Prospectus Supplement. Any “template version” of any such “marketing materials” (as those terms are defined in National Instrument 41-101 – General Prospectus Requirements ) pertaining to a distribution of Securities, and filed by Chorus after the date of the applicable Prospectus Supplement for the offering and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in such Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This Prospectus, and the documents incorporated by reference, contain “forward-looking information” as defined under applicable Canadian securities legislation. 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 references to assumptions. Such information may involve but is not limited to comments with respect to strategies, expectations, planned operations or future actions.

Forward-looking information relates 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, by its nature, is based on assumptions, including those referenced below, and is 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 statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed in the forward-looking information. Actual results may differ materially from anticipated results indicated in forward-looking information for a number of reasons, including without limitation, the development of circumstances which differ from the assumptions under the headings “Outlook” in Chorus’ most recent management’s discussion and analysis of results of operations and financial condition incorporated by reference into this Prospectus; a prolonged duration of the COVID-19 pandemic and/or future restrictive measures to contain its spread; the evolving impact of COVID-19 (including variants thereof) on Chorus’ contractual counterparties; changes in the aviation industry and general economic conditions; risks relating to Chorus’ economic dependence on and relationship with Air Canada including the continued payment (in whole or in part) of amounts due under the CPA; the risk of disputes under the CPA and other significant contracts; the failure to close pending aircraft acquisitions or lease commitments relating to future aircraft deliveries; the failure to secure financing for future capital commitments; risks relating to the aviation industry (including the international operation of aircraft to, from, or within developing countries, areas of unrest and jurisdictions impacted by the COVID-19 pandemic); risks relating to aircraft leasing (including the financial condition of lessees, availability of aircraft, access to capital, fluctuations in aircraft market values, competition, political risks and a prolonged duration of the COVID-19 pandemic on demand for passenger air travel); a failure to conclude transactions (including potential financings) that are announced prior to their completion; energy prices, general industry, market, credit, and economic conditions; increased competition affecting Chorus, Air Canada and/or Chorus’ other significant customers; the adequacy of insurance coverage and premium costs; supply issues and costs; the risk of war, terrorist attacks, aircraft incidents and accidents; fraud, cybersecurity attacks or other criminal behaviour by internal or external parties; the emergence of new disease epidemics or pandemics; environmental factors or acts of God; changes in demand due to the seasonal nature of Chorus’ business or general economic conditions; the ability to reduce operating costs and employee counts; the ability of Chorus to secure financing or refinance existing indebtedness or assets; the ability of Chorus to attract and retain the talent required for its existing operations and future growth; the ability of Chorus to remain in good standing under and to renew and/or replace the CPA and other important contracts; employee relations, labour negotiations or disputes; pension issues and costs; currency exchange and interest rates; Chorus’ ability to pay its indebtedness and otherwise remain in compliance with its debt covenants, the risk of cross defaults under debt agreements and other significant contracts; debt leverage, restrictive covenants, cross-default and cross-collateralization provisions contained in debt facilities; contractual or other constraints on the ability of the Corporation and/or its subsidiaries to pay dividends; the exercise of discretion by Chorus’ board of directors with respect to the payment of any future dividends; managing growth; changes in laws; adverse regulatory developments or proceedings in countries in which Chorus operates or will operate; new environmental regulations or initiatives; pending and future litigation and actions by third parties; and the risks referred to in the “Risk Factors” section of this Prospectus as well as Chorus’ most recent annual information form.

Examples of forward-looking information in this Prospectus include the discussion on the cover page of this Prospectus and under the headings “About this Prospectus”, “The Chorus Business”, “Earnings Coverage Ratio”, “Use of Proceeds”, “Plan of Distribution” and “Risk Factors”. The forward-looking information contained in this Prospectus represents Chorus’ expectations as of August 26, 2021 and is subject to change after such date.

Readers are cautioned that the foregoing list of factors and risks is not exhaustive. The forward-looking information contained in this Prospectus and the documents incorporated by reference into this Prospectus is expressly qualified in its entirety by this cautionary statement. Chorus does not undertake any obligation or intend to publicly update or revise any forward-looking information even if new information becomes available, as a result of future events or for any other reason, except as required under applicable securities laws, and does not have any policies or procedures in place concerning the updating of forward-looking information other than those required under applicable securities laws. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement.

THE CHORUS BUSINESS

Chorus’ vision is to deliver regional aviation to the world. Headquartered in Halifax, Nova Scotia, Chorus comprises Chorus Aviation Capital, a leading lessor of regional aircraft to airlines around the world, and Jazz and Voyageur Aviation Corp., companies that have long histories of safe flight operations with excellent customer service. Through its subsidiaries, the Corporation provides a full suite of regional aviation support services that encompasses every stage of an aircraft’s lifecycle, including: aircraft acquisition and leasing; aircraft refurbishment, engineering, modification, repurposing and preparation; contract flying; aircraft and component maintenance, disassembly, and parts provisioning. For further information regarding the Corporation

and its subsidiaries and their respective business activities, see the Corporation’s most recent annual information form and the other documents incorporated by reference herein.

CONSOLIDATED CAPITALIZATION

There have been no material changes in Chorus’s share and loan capital, on a consolidated basis, since June 30, 2021.

EARNINGS COVERAGE RATIO

Earnings coverage ratios will be provided as required in the applicable Prospectus Supplement with respect to any offering and sale of Preferred Shares or Debt Securities pursuant to this Prospectus.

USE OF PROCEEDS

The net proceeds to the Corporation from any offering of Securities, the proposed use of those proceeds and the specific business objectives which the Corporation expects to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities.

There may be circumstances where, on the basis of results obtained or for other sound business reasons, a re-allocation of funds may be necessary or prudent. Accordingly, management of the Corporation will have broad discretion in the application of the proceeds of an offering of Securities. The actual amount that the Corporation spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under “Risk Factors” and any other factors set forth in the applicable Prospectus Supplement.

DESCRIPTION OF SHARE CAPITAL

The authorized share capital of Chorus consists of an unlimited number of Variable Voting Shares and Voting Shares and up to 80,750,000 Preferred Shares. As at August 25, 2021, 177,650,888 Shares were issued and outstanding and no Preferred Shares were issued and outstanding. The Corporation may issue Shares and/or Preferred Shares, separately or together, with Debt Securities, Warrants, Subscription Receipts or Units or any combination thereof, as the case may be. The following summaries describe the material attributes and characteristics of Chorus’ authorized share capital, including the Shares and Preferred Shares that may be offered and sold from time to time under this Prospectus. The summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the terms of Chorus’ articles of incorporation, as amended.

Variable Voting Shares

Voting

The holders of the Variable Voting Shares are entitled to receive notice of, and to attend and vote at, all meetings of the shareholders of Chorus, except where the holders of a specified class are entitled to vote separately as a class as provided in the Canada Business Corporations Act (the “ CBCA ”). The Variable Voting Shares may only be held, beneficially owned or controlled, directly or indirectly, by persons who are not Qualified Canadians and shall be entitled to one vote per Variable Voting Share unless any of the thresholds set forth in (a), (b) or (c) below, as the case may be, is exceeded, in which case the vote attached to a Variable Voting Share will decrease in the following circumstances:

(a) if at any time:

(i) a single non-Qualified Canadian holder of Variable Voting Shares (a “ Single Non-Canadian Holder ”), either individually or in affiliation with any other person, holds a number of Variable Voting Shares outstanding that, as a percentage of the total number of all voting shares outstanding, exceeds 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus), or

(ii) the total number of votes that would be cast by or on behalf of a Single Non-Canadian Holder, either individually or in affiliation with any other person, at any meeting would exceed 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus) of the total number of votes cast at such meeting,

then the vote attached to each Variable Voting Share held by all Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder, will decrease proportionately and automatically without further act or formality only to such extent that, as a result (x) the Variable Voting Shares held by all Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder do not carry in the aggregate more than 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus) of the aggregate votes attached to all issued and outstanding voting shares of Chorus, and (y) the total number of votes cast by or on behalf of all Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder at any meeting do not exceed in the aggregate 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus) of the total number of votes cast at such meeting.

For greater certainty, a single Non-Canadian Holder Authorized to Provide Air Service (as defined below) also constitutes a Single Non-Canadian Holder.

(b) if at any time:
(i) one or more non-Qualified Canadians authorized to provide an air service in any jurisdiction (each, a “ Non-Canadian Holder Authorized to Provide Air Service ” and collectively, the “ NonCanadian Holders Authorized to Provide Air Service ”), collectively hold, either individually or in affiliation with any other person, a number of Variable Voting Shares outstanding that, as a percentage of the total number of all voting shares outstanding, after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by any Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder in accordance with (a), above (if any, as may be required thereunder), exceeds 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus), or
(ii) the total number of votes that would be cast by or on behalf of Non-Canadian Holders Authorized to Provide Air Service and persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service at any meeting would, after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by any Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder in accordance with (a), above (if any, as may be required thereunder), exceed 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus) of the total number of votes cast at such meeting,

then the vote attached to each Variable Voting Share held by such Non-Canadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service will decrease proportionately and automatically without further act or formality only to such extent that, as a result (x) the Variable Voting Shares held by such NonCanadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service do not carry in the aggregate more than 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus) of the aggregate votes attached to all issued and outstanding voting shares of Chorus, and (y) the total number of votes cast by or on behalf of such Non-Canadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service at any meeting do not exceed in the aggregate 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus) of the total number of votes cast at such meeting.

(c) if at any time:
(i) the number of Variable Voting Shares outstanding, as a percentage of the total number of all voting shares outstanding, after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by any Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder in accordance with (a), above, and after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by Non-Canadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service in accordance with (b), above (in each case, if any, as may be required under (a) and (b)), exceeds 49% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus), or
(ii) the total number of votes that would be cast by or on behalf of holders of Variable Voting Shares at any meeting would, after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by any Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder in accordance with (a), above, and after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by Non-Canadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service in accordance with (b), above (in each case, if any, as may be required under (a) and (b)), exceed 49% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus) of the total number of votes cast at such meeting,

then the vote attached to each Variable Voting Share will decrease proportionately and automatically without further act or formality only to such extent that, as a result (i) the Variable Voting Shares do not carry more than 49% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus) of the aggregate votes attached to all issued and outstanding voting shares of Chorus, and (ii) the total number of votes cast by or on behalf of holders of Variable Voting Shares at any meeting do not exceed 49% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of Chorus) of the total number of votes cast at such meeting.

Dividends

Subject to the rights, privileges, restrictions and conditions attaching to the shares of any other class ranking senior to the Variable Voting Shares, the holders of the Variable Voting Shares shall, at the discretion of Chorus’ directors, be entitled to receive, out of monies, assets or property of Chorus properly applicable to the payment of dividends, any dividends declared and payable by Chorus on the Variable Voting Shares. The Variable Voting Shares rank equally as to dividends on a share-for-share basis with the Voting Shares participating on an as-converted basis. All dividends declared in any fiscal year of Chorus shall be declared in equal or equivalent amounts per share on all Variable Voting Shares, and Voting Shares participating on an as-converted basis at the time outstanding, without preference or distinction.

Subdivision or Consolidation

No subdivision or consolidation of the Variable Voting Shares or the Voting Shares shall occur unless, simultaneously, the shares of the other class are subdivided or consolidated in the same manner, so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes.

Rights upon Liquidation, Dissolution or Winding Up

Subject to the rights, privileges, restrictions and conditions attaching to the shares of Chorus ranking prior to the Variable Voting Shares, upon liquidation, dissolution or winding up of Chorus or other distribution of Chorus’ assets among its shareholders for the purpose of winding up its affairs, the holders of the Variable Voting Shares and Voting Shares shall be entitled to receive the remaining property of Chorus and shall be entitled to share equally, share for share, in all distributions of such assets.

Conversion

Each issued and outstanding Variable Voting Share shall be converted into one Voting Share, automatically and without any further act of Chorus or of the holder, if (i) such Variable Voting Share becomes held, beneficially owned and controlled, directly or indirectly, otherwise than by way of security only, by a Qualified Canadian; or (ii) the provisions contained in the CTA relating to foreign ownership restrictions are repealed and not replaced with other similar provisions.

In the event that an offer is made to purchase Voting Shares and the offer is one which must, pursuant to applicable securities legislation or the rules of a stock exchange on which the Voting Shares are then listed, be made to all or substantially all the holders of the Voting Shares in a province of Canada to which the requirement applies, each Variable Voting Share shall become convertible at the option of the holder into one Voting Share that is subject to the offer at any time while the offer is in effect and until one day after the time prescribed by applicable securities legislation for the offeror to take up and pay for such shares as are to be acquired pursuant to the offer. The conversion right may only be exercised in respect of Variable Voting Shares for the purpose of depositing the resulting Voting Shares in response to the offer.

If the Voting Shares resulting from the conversion and deposited pursuant to the offer are withdrawn by the shareholder or are not taken up by the offeror or the offer is abandoned or withdrawn, the Voting Shares resulting from the conversion shall be re-converted automatically, and without further act from Chorus or the holder, into Variable Voting Shares.

There shall be no right to convert the Variable Voting Shares into Voting Shares or to convert Voting Shares into Variable Voting Shares, except in accordance with the conversion procedure set forth in Chorus’ articles of incorporation.

Constraints on Ownership of Shares

The Variable Voting Shares may only be held, beneficially owned or controlled, directly or indirectly, by persons who are not Qualified Canadians.

Voting Shares

Voting

The holders of the Voting Shares shall be entitled to receive notice of, and to attend and vote at, all meetings of the shareholders of Chorus (except where the holders of a specified class are entitled to vote separately as a class as provided in the CBCA), and each Voting Share shall confer the right to one vote in person or by proxy at all meetings of shareholders.

Dividends

Subject to the rights, privileges, restrictions and conditions attaching to the shares of Chorus of any other class ranking senior to the Voting Shares, the holders of the Voting Shares shall, at the discretion of the directors, be entitled to receive, out of monies, assets or property of Chorus properly applicable to the payment of dividends, any dividends declared and payable by Chorus on the Voting Shares and the Voting Shares shall rank equally as to dividends on a share-for-share basis with the Variable Voting Shares participating on an as-converted basis and all dividends declared in any fiscal year of Chorus shall be declared in equal or equivalent amounts per share on all Voting Shares and Variable Voting Shares on an as-converted basis at the time outstanding, without preference or distinction.

Subdivision or Consolidation

No subdivision or consolidation of the Voting Shares or the Variable Voting Shares shall occur unless, simultaneously, the shares of the other class are subdivided or consolidated in the same manner, so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes.

Rights upon Liquidation, Dissolution or Winding Up

Subject to the rights, privileges, restrictions and conditions attaching to the shares of Chorus ranking senior to the Voting Shares, upon liquidation, dissolution or winding up of Chorus or other distribution of Chorus’ assets among its shareholders for the purpose of winding up its affairs, the holders of the Voting Shares and Variable Voting Shares shall be entitled to receive the remaining property of Chorus and shall be entitled to share equally, share for share, in all distributions of such assets.

Conversion

Unless the foreign ownership restrictions of the CTA are repealed and not replaced with other similar restrictions, an issued and outstanding Voting Share shall be converted into one Variable Voting Share, automatically and without any further act of Chorus or the holder, if such Voting Share becomes held, beneficially owned or controlled, directly or indirectly, otherwise than by way of security only, by a person who is not a Qualified Canadian.

In the event that an offer is made to purchase Variable Voting Shares and the offer is one which must, pursuant to applicable securities legislation or the rules of a stock exchange on which the Variable Voting Shares are then listed, be made to all or substantially all the holders of the Variable Voting Shares, each Voting Share shall become convertible at the option of the holder into one Variable Voting Share that is subject to the offer at any time while the offer is in effect and until one day after the time prescribed by applicable securities legislation for the offeror to take up and pay for such shares as are to be acquired pursuant to the offer. The conversion right may only be exercised in respect of Voting Shares for the purpose of depositing the resulting Variable Voting Shares in response to the offer.

If the Variable Voting Shares resulting from the conversion and deposited pursuant to the offer are withdrawn by the shareholder or are not taken up by the offeror or the offer is abandoned or withdrawn, the Variable Voting Shares resulting from the conversion shall be re-converted automatically, and without further act from Chorus or the holder, into Voting Shares.

Constraints on Ownership of Shares

The Voting Shares may only be held, beneficially owned and controlled, directly or indirectly, by Qualified Canadians.

Declaration as to Canadian Status

Chorus’ articles of incorporation, as amended, provide that: (i) the Voting Shares may only be held, beneficially owned and controlled, directly or indirectly, by persons who are Qualified Canadians; and (ii) the Variable Voting Shares may only be held, beneficially owned or controlled, directly or indirectly, by persons who are not Qualified Canadians. Prior to any subscription for Shares being accepted and every registration or transfer of Shares effected or recorded on the register of holders, the directors of Chorus may require the proposed shareholder to submit to Chorus a declaration, as approved by the general counsel or corporate secretary of Chorus from time to time, indicating whether the proposed shareholder is a Qualified Canadian.

Preferred Shares

Authority to Issue

Subject to the limitation on the aggregate number of Preferred Shares that may be issued, the directors of the Corporation may issue Preferred Shares at any time and from time to time in one or more series and are authorized to determine for each series the designation, rights, privileges, restrictions and conditions, including dividend rates, redemption prices, maturity dates and other matters.

Ranking and Priority

Each series of Preferred Shares is entitled to priority over the Variable Voting Shares, the Voting Shares and any other shares of any other class of the Corporation ranking junior to the Preferred Shares with respect to priority in the payment of dividends, the return of capital and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among shareholders for the purpose of winding up its affairs.

Parity Among Series

Each series of Preferred Shares rank on a parity with every other series of Preferred Shares with respect to priority in the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, and any other distribution of the assets of the Corporation among shareholders for the purpose of winding-up its affairs.

Dividends

The holders of each series of Preferred Shares shall be entitled to receive dividends (which may be cumulative, noncumulative or partially cumulative and variable or fixed) as and when declared by Chorus’ board of directors.

Voting Limitation

Holders of Preferred Shares are not entitled (except as otherwise required by law and except for meetings of the holders of the Preferred Shares or a series thereof) to receive notice of, to attend or to vote at any meeting of the shareholders of the Corporation. The holders of any particular series of Preferred Shares will, if the directors so determine prior to the issuance of any such series, be entitled to such voting rights as may be determined by the directors if the Corporation fails to pay dividends on that series of Preferred Shares for any period as may be so determined by the directors.

Limitation on Conversion Rights

The directors of the Corporation may assign conversion rights to Preferred Shares when issued, provided that the maximum number of Variable Voting Shares and Voting Shares, in aggregate, that may be issuable upon conversion of all Preferred Shares will be limited to 32,250,000 Variable Voting Shares and Voting Shares, in aggregate.

The particular terms and provisions of any series of Preferred Shares offered pursuant to any Prospectus Supplement, and the extent to which the attributes and characteristics described herein may apply to them, will be described in the Prospectus Supplement filed in respect of the offering of such series of Preferred Shares. This description will include, where applicable:

the offering price of the series of Preferred Shares;
the title, designation and number of shares of the series of Preferred Shares;
the dividend rate or method of calculation, the payment dates for dividends and whether dividends will be cumulative or non-cumulative, and, if cumulative, the dates from which dividends will begin to accumulate;
any conversion or exchange features or rights;
whether the series of Preferred Shares will be subject to redemption and the redemption price and other terms and conditions relative to the redemption rights;
any sinking fund provisions;
the circumstances in which the series of Preferred Shares will have voting rights, if any;
any other rights, privileges, restrictions and conditions attaching to the series of Preferred Shares; and
any other material terms or conditions of the Preferred Shares.

DESCRIPTION OF DEBT SECURITIES

The Corporation may issue Debt Securities, separately or together, with Shares, Preferred Shares, Warrants, Subscription Receipts or Units or any combination thereof, as the case may be. The Debt Securities will be issued under one or more indentures or supplements thereto, in each case between the Corporation and a trustee to be determined by the Corporation and named in a Prospectus Supplement. The following describes the general terms that will apply to any Debt Securities that may be offered by the Corporation pursuant to this Prospectus and is subject to, and is qualified in its entirety by, reference to the terms of the indenture pursuant to which the Debt Securities are to be issued. After execution, such indenture will be filed on Chorus’ profile on SEDAR at www.sedar.com. The terms and provisions of any Debt Securities offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The Debt Securities will be senior or subordinated indebtedness of Chorus, may be secured or unsecured, and may be convertible or exchangeable into other Securities. Unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for the issuance of additional Debt Securities of such series.

The specific terms and provisions of the Debt Securities, and the extent to which the general terms of the Debt Securities described in this Prospectus apply to those Debt Securities, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

aggregate principal amount and authorized denominations of such Debt Securities;
the manner of determining the offering price(s);
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the currency in which the Debt Securities may be purchased and the currency in which the principal and any interest is payable;
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature;
any mandatory or optional redemption provisions applicable to the Debt Securities;
any sinking fund or analogous redemption provisions applicable to the Debt Securities;
the rate or rates per annum (which may be fixed or variable) at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
the form of consideration for payment of any interest, premium and/or principal payments (whether by cash, Shares or other securities, or a combination thereof);
the trustee under the indenture pursuant to which the Debt Securities are to be issued;
any terms relating to the modification, amendment or waiver of any terms of such Debt Securities or the applicable indenture;
the designation and terms of any Debt Securities which will be offered, if any, and the number of Debt Securities that will be offered;
whether the Debt Securities are convertible or exchangeable into other Securities and the terms of conversion or exchange;
any provisions relating to any security provided for the Debt Securities;
event of default provisions contained in the indenture pursuant to which the Debt Securities are to be issued;
whether the Debt Securities will be senior or subordinated to other liabilities of the Corporation;
if applicable, the identity of the Debt Security agent;
whether the Debt Securities will be listed on any securities exchange;
whether the Debt Securities will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
whether the Debt Securities are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Debt Securities;
the material income tax consequences of owning, holding and disposing of the Debt Securities;
any other rights, privileges, restrictions and conditions attaching to the Debt Securities; and
any other material terms or conditions of the Debt Securities.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The terms on which a series of Debt Securities may be convertible into or exchangeable for Shares or other securities will be described in the applicable Prospectus Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Corporation, and may include provisions pursuant to which the number of Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment.

To the extent any Debt Securities are convertible into other securities, prior to such conversion the holders of such Debt Securities will not have any of the rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

The Debt Securities offered pursuant to this Prospectus and any Prospectus Supplement may be represented by instalment receipts which will provide for payment for the Debt Securities on an instalment basis, the particular terms and provisions of which will be described in the applicable Prospectus Supplement and set out in an instalment receipt and pledge agreement or similar agreement. Any such instalment receipt will evidence, among other things: (a) the fact that a first instalment payment has been made in respect of the Debt Securities represented thereby, and (b) the beneficial ownership of the Debt Securities represented by the instalment receipt, subject to a pledge of such Debt Securities securing the obligation to pay the balance outstanding under such Debt Securities on or prior to a certain date. A copy of any such instalment receipt and pledge agreement or similar agreement, once executed, will be made available on SEDAR at www.sedar.com.

DESCRIPTION OF WARRANTS

The Corporation may issue Warrants, separately or together, with Shares, Preferred Shares, Debt Securities, Subscription Receipts or Units or any combination thereof, as the case may be. The Warrants either will be issued under a warrant indenture or agreement that will be entered into by Chorus and a trustee or warrant agent at the time of issuance of the Warrants or will be represented by warrant certificates issued by Chorus. A copy of any such warrant indenture or agreement, once executed, will be filed on Chorus’ profile on SEDAR at www.sedar.com. The following describes the general terms that will apply to any Warrants that may be offered by the Corporation pursuant to this Prospectus and is subject to, and is qualified in its entirety by, reference to the terms of such warrant indenture or agreement or of the warrant certificates representing the Warrants, as the case may be. The terms and provisions of any Warrants offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

Warrants will entitle the holder thereof to receive other Securities (typically Shares or Preferred Shares) upon the exercise thereof and payment of the applicable exercise price. A Warrant is typically exercisable for a specific period of time at the end of which time it will expire and cease to be exercisable.

The specific terms and provisions of the Warrants, and the extent to which the general terms of the Warrants described in this Prospectus apply to those Warrants, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the title or designation of the Warrants;
the number of Warrants offered;
the price or prices, if any, at which the Warrants will be issued;
the currency at which the Warrants will be offered and in which the exercise price under the Warrants may be payable;
the number of securities purchasable upon exercise of the Warrants;
upon exercise of the Warrant, the events or conditions under which the amount of securities may be subject to adjustment;
the date on which the right to exercise such Warrants shall commence and the date on which such right shall expire;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
whether such Warrants will be subject to redemption or call, and if so, the terms of such redemption or call provisions;
if applicable, the identity of the Warrant agent;
whether the Warrants will be listed on any securities exchange;
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whether the Warrants will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription or exercise amount at any one time;
whether the Warrants are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Warrants and the securities to be issued upon exercise of the Warrants;
the material income tax consequences of owning, holding and disposing of the Warrants;
any other rights, privileges, restrictions and conditions attaching to the Warrants and the securities to be issued upon exercise of the Warrants; and
any other material terms or conditions of the Warrants and the securities to be issued upon exercise of the Warrants.

Prior to the exercise of any Warrants, holders of such Warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive payments of dividends or the right to vote such underlying securities.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The Corporation may issue Subscription Receipts, separately or together, with Shares, Preferred Shares, Debt Securities, Warrants or Units or any combination thereof, as the case may be. The Subscription Receipts will be issued under one or more subscription receipt agreements that will be entered into by Chorus and an escrow or other agent at the time of issuance of the Subscription Receipts. A copy of any such subscription receipt agreement, once executed, will be filed on Chorus’ profile on SEDAR at www.sedar.com. The following describes the general terms that will apply to any Subscription Receipts that may be offered by the Corporation pursuant to this Prospectus and is subject to, and is qualified in its entirety by, reference to the terms of such subscription receipt agreement. The terms and provisions of any Subscription Receipts offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

Subscription Receipts will entitle the holder thereof to receive other Securities (typically Shares), for no additional consideration, upon the completion of a particular transaction or event, typically an acquisition of the assets or securities of another entity by the Corporation or a subsidiary of the Corporation. The subscription proceeds from an offering of Subscription Receipts will be held in escrow by an escrow or other agent pending the completion of the transaction or the termination time (the time at which the escrow terminates regardless of whether the transaction or event has occurred). Holders of Subscription Receipts will receive other Securities upon the completion of the particular transaction or event or, if the transaction or event does not occur by the termination time, a return of the subscription funds for their Subscription Receipts together with any interest or other income earned thereon.

The specific terms and provisions of the Subscription Receipts, and the extent to which the general terms of the Subscription Receipts described in this Prospectus apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Subscription Receipts offered;
the price or prices, if any, at which the Subscription Receipts will be issued;
the manner of determining the offering price(s);
the currency at which the Subscription Receipts will be offered and whether the price is payable in instalments;
the securities into which the Subscription Receipts may be exchanged;
conditions to the exchange of Subscription Receipts into securities and the consequences of such conditions not being satisfied;
the number of securities that may be issued upon the exchange of each Subscription Receipt and the price per security or the aggregate principal amount, denominations and terms of the series of debt securities that may be issued upon exchange of the Subscription Receipts, and the events or conditions under which the amount of securities may be subject to adjustment;
the dates or periods during which the Subscription Receipts may be exchanged;
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the circumstances, if any, which will cause the Subscription Receipts to be deemed to be automatically exchanged;
any terms, procedures and limitations relating to the transferability, exchange or conversion of the Subscription Receipts;
any entitlements of the holders of Subscription Receipts to receive distributions declared on Shares or distributionequivalent payments;
provisions applicable to any escrow of the gross or net proceeds from the sale of the Subscription Receipts plus any interest or income earned thereon, and for the release of such proceeds from such escrow;
if applicable, the identity of the Subscription Receipt agent;
whether the Subscription Receipts will be listed on any securities exchange;
whether the Subscription Receipts will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
whether the Subscription Receipts are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts;
the material income tax consequences of owning, holding and disposing of the Subscription Receipts;
any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts; and
any other material terms or conditions of the Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts.

Prior to the exchange of any Subscription Receipts, holders of such Subscription Receipts will not have any of the rights of holders of the securities for which the Subscription Receipts may be exchanged, including the right to receive payments of dividends or the right to vote such underlying securities.

DESCRIPTION OF UNITS

The Corporation may issue Units, separately or together, with Shares, Preferred Shares, Debt Securities, Warrants or Subscription Receipts or any combination thereof, as the case may be. Units are securities consisting of certain of the other Securities described in this Prospectus offered together as a “Unit”. A Unit is typically issued such that the holder thereof is also the holder of each Security comprising the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit. The following describes the general terms that will apply to any Units that may be offered by the Corporation pursuant to this Prospectus. The terms and provisions of any Units offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The specific terms and provisions of the Units, and the extent to which the general terms of the Units described in this Prospectus apply to those Units, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Units offered;
the price or prices, if any, at which the Units will be issued;
the manner of determining the offering price(s);
the currency at which the Units will be offered;
the securities comprising the Units;
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whether the Units or the Securities comprising the Units will be listed on any securities exchange;
whether the Units will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
whether the Units and the Securities comprising the Units are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Units or the Securities comprising the Units;
the material income tax consequences of owning the Securities comprising the Units;
any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and
any other material terms or conditions of the Units or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.

SELLING SECURITYHOLDERS

Securities may be sold under this Prospectus by way of secondary offering by or for the account of certain of the Corporation’s securityholders. The specific terms and provisions under which Securities will be offered by each selling securityholder will be set forth in the applicable Prospectus Supplement and the description will include, where applicable:

the names of the selling securityholders;
the number or amount of Securities owned, controlled or directed by each selling securityholder;
the number or amount of Securities being distributed for the account of each selling securityholder;
the number or amount of Securities to be owned, controlled or directed by the selling securityholders after the distribution and the percentage that number or amount represents of the total number of the Corporation’s outstanding Securities;
whether the Securities are owned by the selling securityholders both of record and beneficially, of record only, or beneficially only;
if the selling securityholder purchased any of the Securities held by it in the 24 months preceding the date of the applicable Prospectus Supplement, the date or dates the selling securityholder acquired the Securities;
if the selling securityholder acquired the Securities held by it in the 12 months preceding the date of the applicable Prospectus Supplement, the cost thereof to the selling securityholder in aggregate and on a per security basis; and
all other information that is required to be included in the applicable Prospectus Supplement.

TRADING PRICE AND VOLUME

The trading price and volume of the Corporation’s securities that are listed on the TSX will be provided as required in the applicable Prospectus Supplement.

PRIOR SALES

Prior sales will be provided as required in the applicable Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

PLAN OF DISTRIBUTION

The Corporation or any selling securityholder may offer and sell Securities directly to one or more purchasers, through agents, or through underwriters or dealers designated by the Corporation or any selling securityholder from time to time. The Corporation or any selling securityholder may distribute the Securities from time to time in one or more transactions at a fixed price or prices (which may be changed from time to time), at market prices prevailing at the times of sale (including, without

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limitation, sales deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSX or other existing trading markets for the Securities) at prices related to prevailing market prices or at negotiated prices. A description of such pricing will be disclosed in the applicable Prospectus Supplement. The Corporation or any selling securityholder may offer Securities in the same offering, or it may offer Securities in separate offerings.

In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or one of its subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

A Prospectus Supplement will describe the terms of each specific offering of Securities, including (i) the terms of the Securities to which the Prospectus Supplement relates, including the type of Security being offered; (ii) the name or names of any agents, underwriters or dealers involved in such offering of Securities; (iii) the name or names of any selling securityholders; (iv) the purchase price of the Securities offered thereby and the proceeds to, and the portion of expenses borne by, the Corporation or selling securityholder from the sale of such Securities; (v) any agents’ commission, underwriting discounts and other items constituting compensation payable to agents, underwriters or dealers; and (vi) any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers.

If underwriters are used in an offering, the Securities offered thereby will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. Securities may be either offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with the Securities offered thereby. The obligations of the underwriters to purchase Securities will be subject to the conditions precedent agreed upon by the parties and outlined in the applicable Prospectus Supplement and the underwriters will be obligated to purchase all Securities under that offering if any are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers may be changed from time to time.

Unless otherwise indicated in the Prospectus Supplement, any agent is acting on a “best efforts” basis for the period of its appointment.

The Corporation and/or the selling securityholder may agree to pay the underwriters a commission for various services relating to the issue and sale of any Securities offered under any Prospectus Supplement. Agents, underwriters or dealers who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Corporation and/or the selling securityholder to indemnification by the Corporation and/or the selling securityholder against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Those underwriters, dealers and agents may be customers of, engage in transactions with or perform services for the Corporation or its subsidiaries in the ordinary course of business.

Agents, underwriters or dealers may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be “at-the-market distributions” as defined in NI 44-102. In connection with any offering of Securities, except with respect to “at-the-market distributions”, underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the offered Securities at a level other than those which might otherwise prevail in the open market. Such transactions may be commenced, interrupted or discontinued at any time.

Each issue by Chorus of Preferred Shares, Debt Securities, Warrants, Subscription Receipts and Units that is not a secondary offering will be a new issue of securities with no established trading market. Unless otherwise specified in a Prospectus Supplement relating to an offering of Preferred Shares, Debt Securities, Warrants, Subscription Receipts and Units, such Securities will not be listed on any securities or stock exchange. Any underwriters, dealers or agents to or through whom such Securities are sold may make a market in such Securities, but they will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that a trading market in any such Securities will develop or as to the liquidity of any trading market for such Securities.

The Securities may also be sold internationally as permitted pursuant to private placement exemptions under local securities laws.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax considerations generally applicable to investors of purchasing, holding and disposing of the Securities offered thereunder.

RISK FACTORS

An investment in the Securities is subject to certain risks. Before investing, investors should carefully consider, in light of their own financial circumstances, the risk factors set out below and in the applicable Prospectus Supplement, as well as the other information contained in this Prospectus, in the applicable Prospectus Supplement and in the documents incorporated by reference herein and therein, including, without limitation, the risk factors discussed under: (a) the heading “Risk Factors” in Chorus’ most recent annual information form; (b) the heading “Risk Factors” in Chorus’ most recent management’s discussion and

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analysis of results of operations and financial condition; and (c) the heading “Financial risk factors” in the notes to Chorus’ most recent consolidated financial statements.

COVID-19 and Dependence on Payment from Airline Customers

Substantially all of Chorus’ revenue is derived from Air Canada under the CPA and from other passenger airlines around the world to which the Corporation’s subsidiaries lease aircraft. The COVID-19 pandemic has significantly reduced demand for passenger air travel due to government-imposed travel restrictions and quarantine measures, as well as general health and safety concerns on the part of travelers. This reduction in demand has significantly reduced operating cash flows and has caused financial difficulties for airlines around the world, including most of Chorus’ customers. See the “Risk Factors” section of Chorus’ most recent annual information form for a further description of the risks associated with Chorus’ dependence on payment from its customers, including Air Canada, and the heightened risks resulting from the COVID-19 pandemic. If any of these risks were to materialize, they could have a material adverse effect on Chorus’ profitability and cash flows and its ability to pay debts owed by the Corporation and its subsidiaries as they become due. Any failure by the Corporation or its subsidiaries to pay their debts as they come due or otherwise comply with their debt covenants could have a material adverse effect on Chorus’ business, financial condition and results of operations.

INTERESTS OF EXPERTS

Unless otherwise indicated in the applicable Prospectus Supplement, certain legal matters relating to the issue and sale of the Securities, will be passed upon on behalf of Chorus by Osler, Hoskin & Harcourt LLP. As of the date of this Prospectus, the partners and associates of Osler, Hoskin & Harcourt LLP, as a group, owned, beneficially or of record, less than 1% of the outstanding securities of Chorus and its affiliates and associates. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers, agents or the selling securityholders, as applicable, by counsel to be designated at the time of the offering.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

R Stephen Hannahs and Alan Jenkins, two of Chorus’ directors, reside outside of Canada and have appointed Chorus, 3 Spectacle Lake Drive, Dartmouth, Nova Scotia B3B 1W8 as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if such person has appointed an agent for service of process.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Shares is AST Trust Company (Canada) at its principal transfer offices in Montreal, Toronto, Vancouver and Calgary.

AUDITOR

The auditor of Chorus, PricewaterhouseCoopers LLP, Chartered Professional Accountants, Halifax, Nova Scotia, is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Nova Scotia.

PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces and territories, securities legislation further provides a purchaser with remedies for rescission, or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. However, purchasers of securities under an at-the-market distribution by the Corporation do not have the right to withdraw from an agreement to purchase the securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price or damages for non-delivery of the prospectus supplement, the accompanying base shelf prospectus and any amendment thereto relating to securities purchased by such purchaser because the prospectus supplement, the accompanying base shelf prospectus and any amendment thereto relating to the securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

In an offering of convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the convertible, exchangeable or exercisable securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of this right of action for damages or consult with a legal advisor.

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CERTIFICATE OF CHORUS AVIATION INC.

August 26, 2021

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

By: (Signed) Joseph D. Randell President and Chief Executive Officer

By: (Signed) Gary Osborne Chief Financial Officer

On behalf of the Board of Directors

By: (Signed) Karen Cramm Director

By: (Signed) Richard D. Falconer Director

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Chorus Aviation Inc. — Capital/Financing Update 2021

46728_rns_2021-08-26_6ce3d6fc-b62a-4ecf-8094-fc23b16551e1.pdf

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS