Chorus Aviation Inc.

This prospectus supplement, together with the short form base shelf prospectus dated September 2, 2021 to which it relates, as amended or supplemented, and each document incorporated by reference or deemed to be incorporated by reference into this prospectus supplement and the short form base shelf 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.

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

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”.

Information has been incorporated by reference in this prospectus supplement and in the short form base shelf prospectus to which it relates, from documents filed with securities commissions or similar 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.

PROSPECTUS SUPPLEMENT

To the Short Form Base Shelf Prospectus dated September 2, 2021

New Issue September 20, 2021

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$85,000,000

5.75% Senior Unsecured Debentures due June 30, 2027

Price: $1,000 per Debenture

This prospectus supplement (this “ Prospectus Supplement ”), together with the short form base shelf prospectus dated September 2, 2021 to which it relates (the “ Base Shelf Prospectus ”), qualifies for distribution (the “ Offering ”) $85,000,000 aggregate principal amount of 5.75% senior unsecured debentures (the “ Debentures ”) due June 30, 2027 (the “ Maturity Date ”) of Chorus Aviation Inc. (“ Chorus ” or the “ Corporation ”) at a price of $1,000 per Debenture (the “ Issue Price ”) which are being offered and sold pursuant to the provisions of an underwriting agreement (the “ Underwriting Agreement ”) dated September 20, 2021 between Chorus and RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc. and BMO Nesbitt Burns Inc. (collectively, the “ Lead Underwriters ”) and TD Securities Inc., National Bank Financial Inc., Cormark Securities Inc., Canaccord Genuity Corp. and Paradigm Capital Inc. (collectively, with the Lead Underwriters, the “ Underwriters ”). The Debentures will bear interest at an annual rate of 5.75% payable semi-annually in arrears on June 30 and December 31 of each year (each, an “ Interest Payment Date ”), commencing on June 30, 2022. The first interest payment will include interest accrued from (and including) the Closing Date (as defined herein) to (but excluding) June 30, 2022. The Base Shelf Prospectus as supplemented by the Prospectus Supplement is referred to as the “ Prospectus ”.

The outstanding Class A Variable Voting Shares of Chorus (the “ Variable Voting Shares ”) and Class B Voting Shares of Chorus (the “ Voting Shares ”, and together with the Variable Voting Shares, the “ Shares ”) are listed and posted for trading on the Toronto Stock Exchange (the “ TSX ”) under the symbol “CHR”. On September 15, 2021, the last trading day prior to the announcement of the Offering, the closing price of the Shares was $3.89. On September 17, 2021, the last trading day prior to the date of this Prospectus Supplement, the closing price of the Shares was $3.87.

There is currently no market through which the Debentures may be sold and purchasers may not be able to resell the Debentures purchased under this Prospectus. This may affect the pricing of the Debentures in the secondary markets, the transparency and availability of trading prices, the liquidity of the Debentures, and the extent of issuer regulation. See “Risk Factors”. The TSX has conditionally approved the listing of the Debentures (including the Additional Debentures (as defined herein) issuable on the exercise of the Over-Allotment Option (as defined herein) distributed under this Prospectus). Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX on or before December 13, 2021, including distribution of the Debentures to a minimum number of public holders.

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Per Debenture ............................................................................................................... Total(3)..........................................................................................................................	Price to the Public Underwriters’ Fee(1) Net Proceeds to Chorus(1) (2)
	$1,000 $40 $960 $85,000,000 $3,400,000 $81,600,000

(1) The Underwriters’ fee is equal to 4% of the gross proceeds of the Offering.
(2) After deducting the Underwriters’ fee but before deducting expenses of the Offering, estimated to be $750,000, which will be paid from the net proceeds of the Offering.
(3) Chorus has granted the Underwriters an over-allotment option (the “ Over-Allotment Option ”) exercisable in whole or in part by the Underwriters at any time up to 30 days after the closing of the Offering to purchase at the Issue Price up to an additional $12,750,000 aggregate principal amount of Debentures (the “ Additional Debentures ”) to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to Chorus” will be $97,750,000, $3,910,000 and $93,840,000, respectively. See “Plan of Distribution”. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Debentures issuable on the exercise of the Over-Allotment Option. References to “Offering” and “Debentures” include any Additional Debentures issuable on the exercise of the Over-Allotment Option unless otherwise noted or unless the context precludes such inclusion. See “Plan of Distribution”.

A purchaser who acquires Debentures forming part of the Underwriters’ over-allocation position acquires those Debentures under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

ption or secondary market purchases.
Underwriters’ Position Over-Allotment Option.......................................................	Number of Securities Available Exercise Period $12,750,000 aggregate principal amount of Debentures At any time within 30 days of the closing of the Offering	Exercise Price
		$1,000 per Debenture

The price of the Debentures offered under this Prospectus was established by negotiation between Chorus and the Underwriters. The Underwriters, as principals, conditionally offer the Debentures, subject to prior sale, if, as and when issued by Chorus and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement (as defined herein) referred to under “Plan of Distribution” and subject to the approval of certain legal matters by Osler, Hoskin & Harcourt LLP on behalf of Chorus and Bennett Jones LLP on behalf of the Underwriters.

The Debentures will not be redeemable by Chorus prior to March 31, 2024, except in the event of the satisfaction of certain conditions after a Change of Control (as defined in the Indenture (as defined herein) and summarized herein) has occurred. See “Description of the Debentures—Change of Control”. On and after March 31, 2024 and prior to March 31, 2025, the Debentures may be redeemed by Chorus, in whole or in part from time to time, at a redemption price equal to 104.3125% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. On and after March 31, 2025 and prior to March 31, 2026, the Debentures may be redeemed by Chorus, in whole or in part from time to time, at a redemption price equal to 102.875% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. On and after March 31, 2026 and prior to the Maturity Date, the Debentures may be redeemed in whole or in part at the option of Chorus at a redemption price equal to their principal amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. Chorus will provide not more than 60 days and not less than 40 days’ prior notice of redemption of the Debentures. See “Description of the Debentures—Optional Redemption”.

Unless an Event of Default (as defined in the Indenture and summarized herein) has occurred and is continuing, Chorus may, from time to time, subject to compliance with all applicable securities laws and subject to any regulatory approvals, elect to satisfy its obligation to pay interest on the Debentures, on the date it is payable under the Indenture (including at the time of redemption or maturity) by delivering Shares to the Debenture Trustee (as defined herein), for sale, to satisfy the interest obligations in accordance with the Indenture in which holders of the Debentures will be entitled to receive a cash payment equal to the interest payable, from the proceeds of the sale of such Shares, or any combination of the above and cash.

Subject to required regulatory approval and provided that no Event of Default has occurred and is continuing at such time, Chorus has the option to satisfy its obligations to repay the principal amount of the Debentures due at redemption or maturity, upon not less than 40 days and not more than 60 days prior notice, by issuing and delivering that number of freely tradeable Shares, obtained by dividing the principal amount of the Debentures by 95% of the Current Market Price which is defined in the Indenture as, generally, the arithmetic average of the per share volume weighted average trading price of the Shares on the TSX for the 20 consecutive trading days ending on the fifth trading day preceding the date fixed for redemption or maturity, as applicable. Further particulars concerning the interest, repurchase and maturity provisions of the Debentures are set out under “Description of the Debentures” below.

In connection with the Offering, subject to applicable law, the Underwriters may effect transactions that stabilize or maintain the market price of the Debentures at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

The Underwriters propose to offer the Debentures initially at the Issue Price specified above. After a reasonable effort has been made to sell all of the Debentures at such Issue Price, the Underwriters may subsequently reduce the selling price to

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(ii)

investors from time to time in order to sell any of the Debentures remaining unsold. Any such reduction will not affect the proceeds received by Chorus. See “Plan of Distribution”.

Chorus’ earnings coverage ratio for the 12 months ended June 30, 2021 is less than one-to-one. See “Earnings Coverage Ratio”.

There are certain risks inherent in an investment in the Debentures and in Chorus’ activities. Prospective investors should carefully consider these risk factors before purchasing Debentures. 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 Debentures described herein may have tax consequences. This Prospectus may not fully describe these tax consequences. Prospective investors should read the tax discussion under “Certain Canadian Federal Income Tax Considerations”, 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 Debentures in light of the investor’s own circumstances.

Subscriptions will be received subject to rejection or allotment in whole or in part, and the Underwriters reserve the right to close the subscription books at any time without notice. The Debentures will be available in book-entry only form through the facilities of CDS Clearing and Depository Services Inc. (“ CDS ”). Holders of beneficial interests in the Debentures will not have the right to receive physical certificates evidencing their ownership of Debentures. The closing is expected to occur on or about September 27, 2021, or such other date as Chorus and the Underwriters may agree, but in any event no later than October 4, 2021 (the “ Closing Date ”).

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 6200, 1 First Canadian Place, Toronto, Ontario M5X 1B8.

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(iii)

ABOUT THIS PROSPECTUS ...................................................................................................................................................... S-1 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................................. S-1 CAUTION REGARDING FORWARD-LOOKING INFORMATION ........................................................................................ S-2 THE CHORUS BUSINESS ........................................................................................................................................................... S-3 CONSOLIDATED CAPITALIZATION ....................................................................................................................................... S-3 EARNINGS COVERAGE RATIO ............................................................................................................................................... S-4 USE OF PROCEEDS .................................................................................................................................................................... S-4 DESCRIPTION OF THE DEBENTURES .................................................................................................................................... S-5 INTERCREDITOR AGREEMENT ............................................................................................................................................ S-12 DESCRIPTION OF THE SHARES ............................................................................................................................................ S-13 TRADING PRICE AND VOLUME OF SHARES ..................................................................................................................... S-13 PRIOR SALES ............................................................................................................................................................................ S-13 PLAN OF DISTRIBUTION ........................................................................................................................................................ S-14 RELATIONSHIP BETWEEN CHORUS AND CERTAIN OF THE UNDERWRITERS .......................................................... S-15 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................................................................. S-16 ELIGIBILITY FOR INVESTMENT ........................................................................................................................................... S-19 RISK FACTORS ......................................................................................................................................................................... S-19 INTERESTS OF EXPERTS ........................................................................................................................................................ S-24 TRANSFER AGENT, REGISTRAR AND DEBENTURE TRUSTEE ...................................................................................... S-24 AUDITOR ................................................................................................................................................................................... S-24 PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ............................................................... S-24 CERTIFICATE OF THE UNDERWRITERS ............................................................................................................................ SC-1

BASE SHELF PROSPECTUS

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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-iv-

ABOUT THIS PROSPECTUS

This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and also adds to and updates certain information contained in the Base Shelf Prospectus and the documents incorporated by reference herein and therein. The second part is the Base Shelf Prospectus which provides more general information about Chorus and the types of offerings of securities it may undertake, some of which may not apply to this Offering.

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 Supplement or the Base Shelf 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 Supplement or the Base Shelf Prospectus. The Corporation is not making an offer of Debentures in any jurisdiction where the offer is not permitted.

Readers should not assume that the information contained or incorporated by reference in this Prospectus Supplement or the Base Shelf Prospectus is accurate as of any date other than the date of this Prospectus Supplement, the Base Shelf Prospectus or the respective dates of the documents incorporated by reference herein and therein, unless otherwise noted herein or therein or as required by law. It should be assumed that the information appearing in this Prospectus Supplement, the Base Shelf Prospectus 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.

Before investing in the Debentures, a prospective investor should read both this Prospectus Supplement and the Base Shelf Prospectus, together with the additional information described below and in the Base Shelf Prospectus under “Documents Incorporated by Reference”. If the description of the Debentures or any other information varies between this Prospectus Supplement and the Base Shelf Prospectus (including the documents incorporated by reference herein and therein), the prospective investor should rely on the information in this Prospectus Supplement.

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 the Debentures. The Corporation does not undertake to update the information contained or incorporated by reference herein, 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

securities commissions or similar authorities in each of the provinces and territories of Canada. Copies of the documents incorporated by reference herein and in the Base Shelf Prospectus 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.

This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus as of the date hereof and only for the purposes of the distribution of the Debentures offered hereunder. Other documents are also incorporated or deemed to be incorporated by reference into the Base Shelf Prospectus and reference should be made to the Base Shelf Prospectus for full particulars.

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 Supplement and the Base Shelf Prospectus:

(a) the annual information form of Chorus dated February 18, 2021 (the “ Annual Information Form ”);
(b) the management information circular of Chorus dated May 5, 2021 in connection with the annual meeting of shareholders of Chorus (the “ Shareholders ”) held on June 21, 2021;
(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 (the “ Annual Financial Statements ”);

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S-1

(d) management’s discussion and analysis of results of operations and financial condition of Chorus for the year ended December 31, 2020 (the “ MD&A ”);
(e) the unaudited interim condensed consolidated financial statements of Chorus and the notes thereto for the three and six months ended June 30, 2021 (the “ Interim Financial Statements ”);
(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 (the “ Interim MD&A ”);
(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;
(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; and
(i) the term sheet dated September 16, 2021 filed on SEDAR in connection with the Offering (the “ Marketing Materials ”).

Documents referenced in any of the documents incorporated by reference in this Prospectus Supplement or the Base Shelf Prospectus but not expressly incorporated by reference herein or therein and not otherwise required to be incorporated by reference herein or therein are not incorporated by reference in this Prospectus Supplement or the Base Shelf 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 Supplement and prior to the termination of the distribution of the Debentures pursuant to the Offering, shall be deemed to be incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus for the purpose of the Offering.

Any statement contained in this Prospectus Supplement, the Base Shelf Prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded, for the purposes of the Offering, to the extent that a statement contained herein or in the Base Shelf Prospectus or any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in the Base Shelf Prospectus 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 Supplement or Base Shelf Prospectus, except as so modified or superseded.

Marketing Materials

The Marketing Materials are not part of this Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus. Any template version of “marketing materials” (as defined in National Instrument 41-101 General Prospectus Requirements) filed after the date of this Prospectus Supplement and before the termination of the distribution of the Debentures under the Offering (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated into this Prospectus. The Marketing Materials may be viewed under Chorus’ profile on SEDAR at www.sedar.com.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This Prospectus Supplement, the Base Shelf Prospectus, and the documents incorporated by reference herein and therein, 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 the

S-2

MD&A and Interim MD&A; 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 COVID19 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 Supplement and the Base Shelf Prospectus as well as the MD&A, the Interim MD&A and the Annual Information Form.

Examples of forward-looking information in this Prospectus Supplement include the discussion on the cover page of this Prospectus Supplement and under the headings “The Chorus Business”, “Consolidated Capitalization”, “Earnings Coverage Ratio”, “Use of Proceeds”, “Description of the Debentures”, “Plan of Distribution”, “Eligibility for Investment” and “Risk Factors”. The forward-looking information contained in this Prospectus Supplement represents Chorus’ expectations as of September 20, 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 Supplement, the Base Shelf Prospectus, and the documents incorporated by reference herein and therein 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 Annual Information Form and the other documents incorporated by reference herein.

CONSOLIDATED CAPITALIZATION

There have been no material changes in Chorus’ share or loan capital on a consolidated basis since June 30, 2021. An aggregate of 177,650,888 Shares were issued and outstanding as of the close of business on June 30, 2021.

The table below sets out the consolidated capitalization of Chorus as at June 30, 2021 and the pro forma consolidated capitalization of Chorus as at June 30, 2021 after giving effect to the Offering (but not the exercise of the Over-Allotment Option). The historical amounts are derived from the Interim Financial Statements and such information should be read in conjunction with such statements which are incorporated by reference in this Prospectus.

S-3

Cash Long-term debt (including current portion)(2) Lease liabilities (including current portion) Shareholders’ Capital Number of Shares	As at June 30, 2021 As at June 30, 2021 after giving effect to the Offering
	(000’s)(1) (000’s)(1) $142,429 $223,279(3) $2,005,862 $2,086,712(3) $11,876 $11,876 $681,449 $681,449
	177,650,888 177,650,888

(1) Except for “Number of Shares” information.
(2) Chorus’ long-term debt is comprised of $1,398,309,000 of amortizing term loans secured by aircraft, $6,211,000 of amortizing term loans secured by engines, $93,535,000 of revolving credit facilities secured by aircraft, $7,000,000 outstanding in an interest bearing, repayable loan secured by an office building, $30,000,000 of operating credit facilities secured by all present and after-acquired personal property of Chorus and certain designated subsidiaries, excluding aircraft, engines and certain real estate property, $196,401,000 of 6.00% Debentures (as defined below), $83,434,000 of 5.75% Senior Unsecured Debentures due December 31, 2024 (“ 5.75% Unsecured Debentures ”), $67,033,000 of 6.00% Convertible Senior Unsecured Debentures due June 30, 2026 (“ 6.00% Convertible Unsecured Debentures ”) and $123,940,000 under the Unsecured Revolving Credit Facility (as defined below). This debt is presented in the preceding table net of financing fees of $20,389,000. See “Note 8 – Long-term debt” in the Interim Financial Statements, incorporated by reference in this Prospectus.
(3) Based on the issuance of $85,000,000 aggregate principal amount of Debentures pursuant to the Offering. If the Over-Allotment Option is fully exercised, as at June 30, 2021 after giving effect to the Offering, the aggregate principal amount of the Debentures will be approximately $97,750,000.

EARNINGS COVERAGE RATIO

The following earnings coverage ratios have been calculated on a consolidated basis for the respective 12 month periods ended December 31, 2020 and June 30, 2021.

Interest requirements on all debt (in thousands of $)(1) Earnings (loss) before net interest expense and taxes (in thousands of $) Earnings Coverage Ratio(2) (3)	For the 12 months ended December 31, 2020 after giving effect to the issuance of the Debentures (unaudited) For the 12 months ended June 30, 2021 after giving effect to the issuance of the Debentures (unaudited)
	$96,670 $103,674
	$137,757 $97,726
	1.43 0.94

(1) The interest requirements on all debt have been calculated after giving effect to the issuance of $85,000,000 aggregate principal amount of Debentures pursuant to the Offering and excluding the redemption of any existing indebtedness or any exercise of the Over-Allotment Option. The interest requirements on all debt, calculated on the same basis and after giving effect to the use of the net proceeds of the Offering to partially redeem the 6.00% Debentures, would be $91,819,000 and $98,823,000 for the 12 month periods ended December 31, 2020 and June 30, 2021, respectively.
(2) Earnings coverage ratio is equal to earnings (loss) before net interest expense and taxes divided by interest expense on all debt. The earnings coverage ratio has been calculated after giving effect to the issuance of $85,000,000 aggregate principal amount of Debentures pursuant to the Offering and excluding the redemption of any existing indebtedness or any exercise of the Over-Allotment Option. The earnings coverage ratio, calculated on the same basis and after giving effect to the use of the net proceeds of the Offering to partially redeem the 6.00% Debentures (as defined below), would be 1.5 and 0.99 for the 12 month periods ended December 31, 2020 and June 30, 2021, respectively.
(3) If the Over-Allotment Option is exercised in full, the earnings coverage ratios for the 12 month periods ended December 31, 2020 and June 30, 2021 would be 1.41 and 0.94 (before giving effect to the redemption of any existing indebtedness) and 1.50 and 0.99 (after giving effect to the use of the net proceeds of the Offering to partially redeem the 6.00% Debentures), respectively.

On the above basis, for the 12 months ended June 30, 2021, the Corporation had an earnings coverage ratio of less than one-to-one. The amount of earnings required to have an earnings coverage ratio of one-to-one for this period would be $103,674,000 (excluding the redemption of any existing indebtedness) or $98,823,000 (after giving effect to the use of the net proceeds of the Offering to partially redeem the 6.00% Debentures).

USE OF PROCEEDS

The net proceeds to be received by Chorus from the sale of Debentures offered by this Prospectus are estimated to be approximately $80,850,000 ($93,090,000 if the Over-Allotment Option is exercised in full) after deduction of the Underwriters’ Fee (as defined below) and the estimated expenses of the Offering. The Underwriters’ Fee will be paid out of the gross proceeds of the Offering and the expenses of the Offering will be paid from the net proceeds of the Offering.

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The net proceeds of the Offering will be used primarily to partially redeem existing indebtedness, including the Corporation’s 6.00% senior debentures due December 31, 2024 (the “ 6.00% Debentures ”) and, in the circumstances described below, the amount outstanding under the Corporation’s US$100 million revolving facility (the “ Unsecured Revolving Credit Facility ”), as well as for working capital and general corporate purposes.

The 6.00% Debentures are currently held by affiliates of Fairfax Financial Holdings Limited, an insider of the Corporation by virtue of its ownership of the 6.00% Debentures and 24,242,424 Share purchase warrants. As of September 17, 2021, $200,000,000 principal amount remained outstanding under the 6.00% Debentures. The 6.00% Debentures may be redeemed by the Corporation on or after December 31, 2021. The 6.00% Debentures are currently secured by certain Dash 8-100 and Dash 8-300 aircraft, as well as certain real estate owned by the Corporation’s subsidiaries. The security will be released once all of the 6.00% Debentures have been redeemed.

The Unsecured Revolving Credit Facility is fully drawn as of the date hereof and was obtained for the general corporate purposes of the Corporation and its subsidiaries. Under the terms of the Unsecured Revolving Credit Facility, the Corporation is required to use thirty-five percent (35%) of the proceeds of the Offering (the “Repayment Amount”) to partially repay the amount outstanding under the Unsecured Revolving Credit Facility (and the available credit under that facility is permanently reduced by an amount equal to the Repayment Amount), unless the proceeds of the Offering are used to repay, refinance, amend or modify existing Chorus indebtedness. Therefore, unless (i) the holders of the 6.00% Debentures consent to the partial redemption of the 6.00% Debentures on or about the closing of the Offering or (ii) the lender under the Unsecured Revolving Credit Facility agrees to waive (with or without conditions) the requirement to use the Repayment Amount to partially repay the amount outstanding under the Unsecured Revolving Credit Facility, then the Repayment Amount will be used to partially repay the amount outstanding under the Unsecured Revolving Credit Facility.

DESCRIPTION OF THE DEBENTURES

The following is a summary of the material attributes and characteristics of the Debentures and is subject to, and qualified in its entirety by, reference to the terms of the indenture between Chorus and Computershare Trust Company of Canada (the “ Debenture Trustee ”) dated December 6, 2019 (the “ Base Indenture ”), as supplemented by a first supplemental indenture to be dated on or about September 27, 2021 (the “ Supplemental Indenture ” and, collectively with the Base Indenture, the “ Indenture ”) between Chorus and the Debenture Trustee. This summary does not purport to be complete and for full particulars reference should be made to the Indenture. The Base Indenture is available on Chorus’ profile on SEDAR at www.sedar.com. After execution, the Supplemental Indenture will be filed on Chorus’ profile on SEDAR at www.sedar.com.

The Debentures will be issued in denominations of $1,000 or in integral multiples thereof. The Debentures will be dated as of the Closing Date and unless previously redeemed or purchased, as described below, the Debentures will mature on June 30, 2027. The principal amount of the Debentures is payable at maturity in cash or, at Chorus’ option and subject to satisfaction of certain conditions, by delivery of freely tradeable Shares or a combination of cash and freely tradeable Shares as further described below under “— Method of Payment”. The Debentures will be payable at the principal corporate trust office of the Debenture Trustee.

The Debentures will bear interest from the date of issue at 5.75% per annum, which will be payable semi-annually in arrears (less any tax required by law to be deducted) on June 30 and December 31 of each year, commencing on June 30, 2022, to holders of record at the close of business on the fifth business day preceding each such date. The first interest payment will include any interest accrued from (and including) the Closing Date to (but excluding) June 30, 2022. Assuming that the Closing Date is September 27, 2021, the first interest payment, payable on June 30, 2022, will be $43.71575342 per $1,000 principal amount of Debentures. Each payment of cash interest on the Debentures will include any interest accrued for the period commencing on and including the immediately preceding Interest Payment Date (or, if none, the initial issuance date of the Debentures) through and including the day before the applicable Interest Payment Date (or redemption or purchase date, as the case may be). Any payment required to be made on any day that is not a business day will be made on the next succeeding business day. Interest for all periods shall be computed on a basis of a 365 day year. The Additional Debentures shall be dated as of the Closing Date regardless of their actual date of issue and shall also bear interest from and including the Closing Date.

The Indenture will not restrict the Corporation or its subsidiaries from incurring additional indebtedness or from mortgaging, pledging or charging its properties to secure any indebtedness or liabilities.

Rank and Subordination

The Debentures will be direct, senior unsecured obligations of Chorus and will rank (a) subordinate to all existing and future senior secured and other secured indebtedness of Chorus, but only to the extent of the value of the assets securing such secured indebtedness, or other indebtedness of Chorus that ranks senior to the Debentures by operation of law, (b) except as prescribed by law, pari passu with one another and equally in right of payment from Chorus with all other existing and future unsubordinated unsecured indebtedness of Chorus (including the 5.75% Unsecured Debentures and the 6.00% Convertible Unsecured Debentures), and (c) senior to any other existing and future subordinated unsecured indebtedness of Chorus. For a further description of arrangements that impact the ranking of the Debentures, see also “Intercreditor Agreement”.

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Optional Redemption

The Debentures will not be redeemable by Chorus prior to March 31, 2024, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. See “Change of Control”. On and after March 31, 2024 and prior to March 31, 2025, the Debentures may be redeemed by Chorus, in whole or in part from time to time, at a redemption price equal to 104.3125% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. On and after March 31, 2025 and prior to March 31, 2026, the Debentures may be redeemed by Chorus, in whole or in part from time to time, at a redemption price equal to 102.875% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. On and after March 31, 2026 and prior to the Maturity Date, the Debentures may be redeemed in whole or in part at the option of Chorus at a redemption price equal to their principal amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. Chorus will provide not more than 60 days and not less than 40 days’ prior notice of redemption of the Debentures.

In the case of redemption of less than all of the Debentures, the Debentures to be redeemed will be selected by the Debenture Trustee on a pro rata basis or in such other manner as the Debenture Trustee deems equitable, subject to the approval of the TSX (or such other exchange on which the Debentures are listed).

Change of Control

Within 30 days following the occurrence of a Change of Control, Chorus shall be required to (a) give to the Debenture Trustee, and the Debenture Trustee shall deliver to all holders of record of Debentures, written notice as provided in the Indenture, stating among other things, the occurrence of a Change of Control, and (b) offer to purchase all of the outstanding Debentures (a “ Change of Control Purchase Offer ”) on the date (the “ Change of Control Purchase Date ”) that is up to five business days following the date on which the Change of Control Purchase Offer shall expire (which date shall not, unless otherwise required by applicable securities laws, be earlier than the close of business on the 30[th] day and not later than then close of business on the 60[th] day following the date on which the Change of Control Purchase Offer is delivered or mailed to the Debenture Trustee), at a purchase price equal to 101% of the principal amount of the Debentures plus any accrued and unpaid interest up to, but not including, the Change of Control Purchase Date (“ Change of Control Purchase Price ”). If such purchase date is after a record date but on or prior to an Interest Payment Date, however, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date.

If 90% or more of the aggregate principal amount of the Debentures outstanding on the date of the giving of notice of the Change of Control have been tendered to Chorus pursuant to the Change of Control Purchase Offer, Chorus will have the right to redeem all of the remaining Debentures at the Change of Control Purchase Price. Notice of such redemption must be given by Chorus to the Debenture Trustee within 10 days following the expiry of the Change of Control Purchase Offer, and as soon as possible thereafter, by the Debenture Trustee to the holders of the Debentures not tendered pursuant to the Change of Control Purchase Offer.

Further, upon the occurrence of a Change of Control prior to March 31, 2024, Chorus may redeem the Debentures, at its option and for cash only, at a cash redemption price equal to 104.3125% of the principal amount of the Debentures plus an aggregate amount equal to the interest that (a) has accrued and is unpaid to such date of redemption, and (b) would have accrued and been payable up to but excluding March 31, 2024 had the Debentures not been redeemed.

Under the Indenture, a “ Change of Control ” of Chorus will be deemed to have occurred at such time after the original issuance of the Debentures upon: (a) the acquisition by any person, or group of persons acting jointly or in concert (within the meaning of National Instrument 62-104 — Take-Over Bids and Issuer Bids (“ NI 62-104 ”)), of voting control or direction over at least 66⅔% or more of the aggregate voting rights attached to the outstanding Shares; or (b) the sale, transfer or other disposition, directly or indirectly, of all or substantially all of the assets and properties of the Corporation and its subsidiaries, taken as a whole, but shall not include a sale, merger, reorganization, arrangement, combination or other similar transaction if the previous holders of Shares hold at least 66⅔% of the voting control or direction in such merged, reorganized, arranged, combined or other continuing entity (and in the case of a sale of all or substantially all of the assets, in the entity which has acquired such assets) immediately following the completion of such transaction.

Chorus could, in the future, enter into certain transactions, including certain recapitalizations, that would not constitute a Change of Control for purposes of the Indenture but that could increase the amount of Chorus’ or its subsidiaries’ outstanding indebtedness.

Chorus’ ability to purchase Debentures upon a Change of Control may be limited by the terms of its then outstanding credit agreements.

Method of Payment

On redemption or at maturity of the Debentures, Chorus will repay the indebtedness represented by the Debentures by paying to the Debenture Trustee in lawful money of Canada the amount required to repay the principal amount of such Debentures, together with accrued and unpaid interest thereon. Subject to required regulatory approvals and provided that there is not a current Event of Default under the Indenture, Chorus may, at its option, elect to satisfy its obligation to pay all or a portion of the principal amount of the Debentures on redemption or at maturity through, in whole or in part, the issuance of Shares.

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The number of Shares a holder will receive in respect of each Debenture will be determined by dividing the principal amount of the Debentures that are to be redeemed or repaid at maturity, as the case may be, and that are to be paid in Shares by 95% of the Current Market Price which will be defined in the Indenture as, generally, the arithmetic average of the per share volume weighted average trading price of the Shares on the TSX for the 20 consecutive trading days ending on the fifth trading day preceding the date fixed for redemption or maturity, as applicable. If no such prices are available, then the Current Market Price shall be the fair value of the Shares as reasonably determined by Chorus’ board of directors. No fractional Shares will be issued on redemption or repayment at maturity but, in lieu thereof, Chorus shall satisfy fractional interests by a cash payment equal to the fraction of the Share multiplied by the Current Market Price.

Chorus may not satisfy its obligation to pay the principal amount of a Debenture by issuing Shares unless Chorus satisfies the requirements of applicable securities laws and certain other conditions, as provided in the Indenture, prior to the Maturity Date or the redemption date, as applicable, including the following conditions:

(a) there is not a current Event of Default under the Indenture;
(b) the Shares to be issued upon redemption or repayment at maturity of the Debentures shall not be subject to any “restricted period” or “seasoning period” under National Instrument 45-102 — Resale of Securities (“ NI 45102 ”) other than in respect of a “control distribution” (as defined in NI 45-102) or a transaction or series of transactions incidental to a control distribution; and
(c) the Shares to be issued upon redemption or repayment at maturity of the Debentures shall be listed on the TSX or a national securities exchange or quoted in an inter-dealer quotation system of any registered national securities association.

If the conditions above are not satisfied (or waived) with respect to a holder of Debentures prior to the close of business on the business day preceding the applicable payment date, Chorus will make the required payment entirely in cash. If Chorus elects to satisfy any amount payable on redemption of the Debentures by issuing Shares, Chorus will advise the holders of Debentures of such election in the applicable redemption notice. If Chorus elects to satisfy any amount payable on redemption or at maturity of the Debentures by issuing Shares, Chorus will provide notice of such election to the holders of Debentures not more than 60 days and not less than 40 days before the applicable payment date.

Chorus has credit facilities made available to it under a second amended and restated credit agreement dated June 28, 2019 among Chorus and certain lenders from time to time who are parties thereto (the majority of which are regulated financial institutions), as such credit facilities may be amended, restated, supplemented, replaced or refinanced by any other credit facilities, including, in each case, subsequent increases to such credit facilities, and, for greater certainty, hedging, cash management and credit card facilities offered by such lenders or their affiliates and referred to thereunder (as amended to date and as applicable, “ Credit Facilities ”). Pursuant to the Credit Facilities, certain circumstances may exist where Chorus will be required to repay, in the normal course or pursuant to voluntary redemption, and subject in each case to any required regulatory approval, all or a portion of the principal amount and/or premium, if any, outstanding on the Debentures by issuing Shares to the holders of Debentures.

Chorus may not change the form of components or percentages of consideration to be paid for the Debentures once it has given the notice that it is required to give to holders of Debentures, except as described in the preceding paragraph. When Chorus determines the actual number of Shares in accordance with the foregoing procedures, it will issue a press release on a national newswire.

As the Current Market Price will be determined prior to the applicable payment date, holders of the Debentures will bear the market risk with respect to the value of the Shares to be received from the date such price is determined to such payment date.

Chorus shall not, directly or indirectly (through a subsidiary or otherwise) undertake or announce any rights offering, issuance of securities, subdivision of the Variable Voting Shares and/or Voting Shares, dividend or other distribution on the Variable Voting Shares and/or Voting Shares or any other securities, capital reorganization, reclassification or any similar type of transaction in which:

(a) the number of securities to be issued;
(b) the price at which securities are to be issued, converted or exchanged; or
(c) any property or cash that is to be distributed or allocated.

is in whole or in part based upon, determined in reference to, related to or a function of, directly or indirectly, (a) the exercise or potential exercise of the payment of the principal amount of the Debentures in Shares, or (b) the Current Market Price determined in connection with the exercise or potential exercise of the payment of the principal amount of the Debentures in Shares, other than any Share issuance pursuant to the pre-emptive right in respect of Share issuances granted by Chorus in favour of Air Canada or its assignee pursuant to the Investor Rights Agreement (as defined below) (see “Application of Pre-emptive Rights”).

The Debentures will not be convertible into Shares at the option of the holders of the Debentures at any time.

Interest Payment Option

Chorus may elect by notice (the “ Share Interest Payment Notice ”), from time to time, subject to compliance with all applicable securities laws and subject to any regulatory approvals, provided that there is not a current Event of Default under the

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Indenture, to satisfy any obligation to pay interest on the Debentures (the “ Interest Obligation ”) on the date it is payable under the Indenture (including at the time of redemption or maturity) by delivering a sufficient number of Shares to the Debenture Trustee to satisfy all or any part of the Interest Obligation in accordance with the Indenture (the “ Share Interest Payment Election ”) or a combination of the foregoing and cash. The Indenture will provide that, upon such election, the Debenture Trustee shall: (a) accept delivery of the Shares from Chorus; (b) settle the sale of such Shares on behalf of Chorus, as Chorus shall direct in its absolute discretion through the investment banks, brokers or dealers identified by Chorus in the Share Interest Payment Notice at the price identified therein; (c) invest the proceeds of such sales on the direction of Chorus in permitted short-term Canadian government obligations which mature prior to an applicable Interest Payment Date; (d) use such proceeds, together with proceeds from the sale of Shares not invested as aforesaid, to pay the Interest Obligation in respect of which the Share Interest Payment Election was made; (e) deliver proceeds to holders of Debentures to satisfy all or a portion of Chorus’ Interest Obligations, as directed by Chorus in the Share Interest Payment Notice; and (f) perform any other action necessarily incidental thereto as directed by Chorus in its absolute discretion with the consent of the Debenture Trustee.

The Indenture will set forth the procedures to be followed by Chorus and the Debenture Trustee in order to effect the Share Interest Payment Election.

Neither Chorus’ making of the Share Interest Payment Election nor the consummation of sales of Shares will: (a) result in the holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the interest payable on such Interest Payment Date; or (b) entitle such holders to receive any Shares in satisfaction of the Interest Obligation.

Pursuant to the Credit Facilities, certain circumstances may exist where Chorus will be required, in the normal course, and subject to any required regulatory approval, to pay accrued and unpaid interest outstanding on the Debentures by delivering Shares to the Debenture Trustee to convert to cash in accordance with the terms of the Indenture to pay such interest payment.

Purchase for Cancellation

Chorus may, to the extent permitted by applicable law, at any time purchase the Debentures in the open market or by tender at any price or by private agreement. Any Debenture purchased by Chorus will be surrendered to the Debenture Trustee for cancellation. Any Debentures surrendered to the Debenture Trustee may not be reissued or resold and will be cancelled promptly.

Events of Default

The Indenture will provide that an event of default (“Event of Default”) in respect of the Debentures will occur if any one or more of the following described events has occurred and is continuing: (a) failure to pay principal or premium (whether by payment of cash or delivery of Shares), if any, on the Debentures when due whether at maturity, upon redemption, on a Change of Control, by declaration or otherwise; (b) failure to pay interest on the Debentures when due and payable, which default continues for 10 days; (c) default in the delivery, when due, of any Shares, which default continues for 15 days; (d) default in the observance of the covenant to maintain the listing of the Shares and the Debentures on the TSX, which default continues for 10 business days; (e) default in the observance or performance of any covenant or condition of the Indenture by Chorus and the failure to cure (or obtain a waiver for) such default for a period of 30 days after notice in writing has been given by the Debenture Trustee or from holders of not less than 25% in aggregate principal amount of the debentures to Chorus specifying such default and requiring Chorus to rectify or obtain a waiver for same; (f) failure to make a Change of Control Purchase Offer within 30 days of the completion of a Change of Control and take up and pay for, within the time period prescribed by the Indenture, any Debentures then outstanding and tendered by the holders thereof in acceptance of the Change of Control Purchase Offer; (g) a decree, judgment, or order by a court having jurisdiction in the premises is entered adjudging Chorus or any material subsidiary, being any subsidiary of Chorus which has (i) assets equal to or greater than 10% of Chorus’ consolidated assets, or (ii) revenues equal to or greater than 10% of Chorus’ consolidated revenues (each, a “ Material Subsidiary ”), bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for Chorus or any Material Subsidiary under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable laws of Canada or any province thereof, and such decree, judgment or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of Chorus or any Material Subsidiary or of a substantial part of the property of Chorus or any Material Subsidiary, or for the winding up or liquidation of its affairs, shall have remained in force for a period of 60 consecutive days; or any substantial part of the property of Chorus or any Material Subsidiary shall be sequestered or attached and shall not be returned to the possession of Chorus or the relevant Material Subsidiary (as applicable) or released from such attachment, as the case may be, whether by filing of a bond, or stay or otherwise, within 60 consecutive days thereafter; (h) if Chorus or any Material Subsidiary institutes proceedings to be adjudicated a voluntary bankrupt, or consents to the filing of a bankruptcy proceeding against it, or files a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the Bankruptcy and Insolvency Act (Canada), Companies’ Creditors Arrangement Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable laws, or consents to the filing of any such petition, or consents to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or a substantial part of its property, or makes an assignment for the benefit of creditors, or Chorus is unable, or admits in writing its inability, to pay its debts generally as they become due, or corporate action is taken by Chorus or any Material Subsidiary, as applicable, in furtherance of any of the aforesaid actions; (i) if a resolution is passed for the winding-up or liquidation of Chorus or any Material Subsidiary except in certain circumstances as described in the Indenture; or (j) if an event of default occurs and is continuing under any indenture, guarantee, agreement or other instrument

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evidencing or governing indebtedness for borrowed money (other than non-recourse debt) by Chorus having an outstanding principal amount in excess of $30 million (or the equivalent amount in any other currency), and as a result of such event of default (i) such indebtedness has become due and payable before the date it would otherwise have been due and payable, and (ii) the holders of such indebtedness are entitled to commence, and have commenced, the enforcement of security they hold for such indebtedness (if any) or the exercise of any other creditors’ remedies to collect such indebtedness. If an Event of Default has occurred and is continuing, the Debenture Trustee may, in its discretion, and shall upon request of holders of not less than 25% of the principal amount of debentures then outstanding (or if the Event of Default shall exist only in respect of the Debentures, upon receipt in writing signed by the holders of not less than 25% in principal amount of the Debentures), declare the principal of and interest on all outstanding debentures (or, if the Event of Default shall exist only in respect of the Debentures, the principal and interest only with respect to the Debentures) to be immediately due and payable. In the case of certain events of bankruptcy or insolvency, the principal amount of the debentures, together with any accrued and unpaid interest through the occurrence of such event, shall automatically become due and payable. In certain cases, the holders of more than 50% of the principal amount of the debentures then outstanding may, on behalf of the holders of all debentures, waive any Event of Default and/or cancel any such declaration upon such terms and conditions as such holders shall prescribe.

The Indenture will not prohibit or limit the ability of Chorus to pay dividends, except where an Event of Default has occurred and such Event of Default has not been cured or waived or shall have ceased to exist.

Consolidation, Mergers or Sales of Assets

The Indenture will provide that Chorus may not, without the consent of the holders of the debentures, consolidate or amalgamate with or merge into any person (other than a direct or indirect wholly-owned subsidiary of Chorus) or sell, convey, transfer or lease all or substantially all of Chorus’ properties and assets to another person (other than a direct or indirect whollyowned subsidiary of Chorus) unless:

(a) the resulting, surviving, continuing or transferee person is a corporation organized and existing under the laws of Canada, or any province or territory thereof, and such corporation (if other than Chorus) expressly assumes all the obligations of Chorus under the Debentures and Indenture;
(b) after giving effect to the transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing; and
(c) other conditions described in the Indenture are met.

For purposes of the foregoing, the sale, conveyance, transfer or lease (in a single transaction or a series of transactions) of the properties or assets of one or more subsidiaries of Chorus (other than to Chorus or another direct or indirect wholly-owned subsidiary of Chorus) which, if such properties or assets were directly owned by Chorus, would constitute all or substantially all of the properties and assets of Chorus on a consolidated basis, shall be deemed to be a sale, conveyance, transfer or lease of all or substantially all of the properties and assets of Chorus.

Upon the assumption of Chorus’ obligations by such corporation in such circumstances, subject to certain exceptions, Chorus shall be discharged from all obligations under the Debentures and the Indenture. Although such transactions are permitted under the Indenture, certain of the foregoing transactions occurring could constitute a Change of Control of Chorus, which would require Chorus to offer to purchase the Debentures as described above. An assumption of Chorus’ obligations under the Debentures and the Indenture by such corporation might be deemed for Canadian federal income tax purposes to be an exchange of the Debentures for new debentures by the holders thereof, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holders. Holders should consult their own tax advisors regarding the tax consequences of such an assumption.

Withholding Taxes

Chorus will make payments on account of the Debentures without withholding or deducting on account of any present or future duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any government authority, having the power to tax (“ Withholding Taxes ”), unless Chorus is required by law or the interpretation or administration thereof, to withhold or deduct Withholding Taxes. For greater certainty, should Chorus be required by law or the interpretation or administration thereof to withhold or deduct an amount on account of Withholding Taxes in respect of any payment made with Shares, Chorus shall be entitled to withhold and immediately liquidate such number of Shares necessary in order to meet its withholding and remittance obligations.

Modifications of the Indenture

The rights of the holders of the Debentures, as well as any other series of debentures that may be issued under the Base Indenture, may be modified in accordance with the terms of the Base Indenture, as supplemented by the applicable supplemental indenture(s). For that purpose, among others, the Base Indenture contains certain provisions which will make binding on all debenture holders (including Debenture holders) resolutions passed at meetings of the holders of debentures by votes cast thereat by holders of not less than 66⅔% of the principal amount of the debentures present at the meeting or represented by proxy, or rendered by instruments in writing signed by the holders of not less than 66⅔% of the principal amount of the debentures then outstanding. In certain cases, the modification will, instead or in addition, require assent by the holders of the required percentage

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of debentures of each particularly affected series. The Indenture may not be assigned by the Debenture Trustee, and may not be amended where such amendment could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of any of the lenders under the Credit Facilities, in either case without the consent of the Administrative Agent (as defined below). See also “Intercreditor Agreement”.

Non-Canadian Holders of Debentures

If elected by Chorus pursuant to the terms of the Indenture, holders of Debentures who are Canadians as defined in the Canada Transportation Act (“ Qualified Canadians ”) will receive Voting Shares and holders of Debentures who are not Qualified Canadians will receive Variable Voting Shares. See “Description of the Shares” in the Base Shelf Prospectus.

Offers for Debentures

The Indenture will contain provisions to the effect that if an offer is made for the Debentures which is a take-over bid for Debentures within the meaning of NI 62-104 and not less than 90% of the Debentures (other than Debentures held at the date of the take-over bid by or on behalf of the offeror or associates or affiliates of the offeror) are taken up and paid for by the offeror, the offeror will be entitled to acquire the Debentures held by the holders of Debentures who did not accept the offer on the terms offered by the offeror.

Discharge of the Indenture

Chorus may satisfy and discharge Chorus’ obligations under the Indenture in certain circumstances, including by delivering to the Debenture Trustee for cancellation all outstanding Debentures or by depositing with the Debenture Trustee, or the paying agent, if applicable, after the Debentures have become due and payable, whether at stated maturity or any redemption date or a Change of Control Purchase Date, cash or Shares (as applicable under the terms of the Indenture) sufficient to pay all of the outstanding Debentures and paying all other sums payable under the Indenture.

Calculations in Respect of Debentures

Chorus is responsible for making all calculations called for in respect of the Debentures. These calculations include, but are not limited to, determination of the Current Market Price. Chorus will make all these calculations in good faith and, absent manifest error, Chorus’ calculations are final and binding on holders of Debentures and the Debenture Trustee. Chorus will provide a schedule of Chorus’ calculations to the Debenture Trustee, and the Debenture Trustee is entitled to conclusively rely upon the accuracy of Chorus’ calculations without independent verification.

No Personal Liability of Directors, Officers, Employees, Subsidiaries, Incorporators and Shareholders

No past, present or future director, officer, employee, or shareholder of Chorus or any of its subsidiaries or any successor, as such, shall have any liability for any of the obligations of Chorus under the Debentures or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Debentures by accepting a Debenture waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Debentures.

Governing Law

The Indenture and the Debentures will be governed by and construed in accordance with the laws of the Province of Ontario.

Global Debentures

Except in certain limited circumstances, the Debentures will be issued by a Global Debenture and must be purchased or transferred through a participant in the depository service of CDS (a “ Participant ”). On the Closing Date, the Debenture Trustee will cause the Debentures to be delivered to CDS and registered in the name of its nominee. The Debentures will be evidenced by one or more book-entry only global certificates. Registration of interests in and transfers of the Debentures will be made only through the depository service of CDS.

Except as described below, a purchaser acquiring a beneficial interest in the Debentures (a “ Beneficial Owner ”) will not be entitled to a certificate or other instrument from the Debenture Trustee or CDS evidencing that purchaser’s interest therein, and such purchaser will not be shown on the records maintained by CDS, except through a Participant. Such purchaser will receive a confirmation of purchase from the Underwriter or other registered dealer from whom Debentures are purchased.

Neither Chorus nor the Underwriters will assume any liability for: (a) any aspect of the records relating to the beneficial ownership of the Debentures held by CDS or the payments relating thereto; (b) maintaining, supervising or reviewing any records relating to the Debentures; or (c) any advice or representation made by or with respect to CDS and contained in this Prospectus and relating to the rules governing CDS or any action to be taken by CDS or at the direction of its Participants. The rules governing CDS provide that it acts as the agent and depositary for the Participants. As a result, Participants must look solely to CDS and Beneficial Owners must look solely to Participants for the payment of the principal and interest on the Debentures paid by or on behalf of Chorus to CDS.

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As indirect holders of Debentures, investors should be aware that they (subject to the situations described below): (a) may not have Debentures registered in their name; (b) may not have physical certificates or other instruments representing their interest in the Debentures; (c) may not be able to sell the Debentures to institutions required by law to hold physical certificates for securities they own; and (d) may be unable to pledge Debentures as security.

The Debentures will be issued to Beneficial Owners in fully registered form (the “ Debenture Certificates ”) only if: (a) required to do so by applicable law; (b) the book-entry only system ceases to exist; (c) Chorus or CDS advises the Debenture Trustee that CDS is no longer willing or able to properly discharge its responsibilities as depositary with respect to the Debentures and Chorus is unable to locate a qualified successor; (d) Chorus, at its option, decides to terminate the book-entry only system through CDS; or (e) after the occurrence of an Event of Default, provided that Participants acting on behalf of Beneficial Owners representing, in the aggregate, more than 25% of the aggregate principal amount of the Debentures then outstanding advise CDS in writing that the continuation of a book-entry only system through CDS is no longer in their best interest, and provided further that the Debenture Trustee has not waived the Event of Default in accordance with the terms of the Indenture.

Upon the occurrence of any of the events described in the immediately preceding paragraph, the Debenture Trustee must notify CDS, for and on behalf of Participants and Beneficial Owners, of the availability through CDS of Debenture Certificates. Upon surrender by CDS of the global certificates representing the Debentures and receipt of instructions from CDS for the new registrations, the Debenture Trustee will deliver the Debentures in the form of Debenture Certificates and thereafter Chorus will recognize the holders of such Debenture Certificates as registered holders of Debentures under the Indenture.

Transfer and Exchange of Debentures

Transfers of beneficial ownership in Debentures represented by Global Debentures will be effected through records maintained by CDS for such Global Debentures or its nominees (with respect to interests of Participants) and on the records of participants (with respect to interests of persons other than Participants). Unless Chorus elects in its sole discretion to prepare and deliver Debenture Certificates, beneficial owners who are not Participants in CDS’ book-entry system, but who desire to purchase, sell or otherwise transfer ownership of or other interest in Global Debentures may do so only through Participants in CDS’ bookentry system.

The ability of a beneficial owner of an interest in a Debenture represented by a Global Debenture to pledge the Debenture, or otherwise take action with respect to such owner’s interest in a Debenture represented by a Global Debenture (other than through a Participant), may be limited due to the lack of a physical certificate.

Registered holders of Debenture Certificates, if issued, may transfer such Debentures upon payment of taxes or other charges incidental thereto, if any, by executing and delivering a form of transfer together with the Debenture Certificates to the Debenture Trustee for the Debentures at its principal office in Toronto, or such other city or cities as may from time to time be designated by Chorus whereupon new Debenture Certificates will be issued in authorized denominations in the same aggregate principal amount as the Debenture Certificates so transferred, registered in the names of the transferees. Neither Chorus nor the Debenture Trustee nor any registrar shall be required to: (a) make transfers or exchanges of any Debentures on any Interest Payment Date for such Debentures or during the five preceding business days; (b) make transfers or exchanges of any Debentures on the day of any selection by the Debenture Trustee of Debentures to be redeemed or during the 15 preceding business days; or (c) make exchanges of any Debentures which will have been selected or called for redemption unless upon due presentation thereof for redemption such Debentures shall not be redeemed.

Payments

Payments of interest and principal on each Global Debenture will be made to CDS or its nominee, as the case may be, as the registered holder of the Global Debenture, so long as the book-entry only system is in effect. As long as CDS or its nominee is the registered owner of a Global Debenture, CDS or its nominee, as the case may be, will be considered the sole legal owner of the Global Debenture for the purposes of receiving payments of interest and principal on the Debentures and for all other purposes under the Indenture and the Debentures. The record dates for the payment of interest on the Debentures will be five business days prior to the applicable Interest Payment Date. Interest payments on Global Debentures will be made by electronic funds transfer on the day interest is payable and delivered to CDS or its nominee, as the case may be.

Chorus understands that CDS or its nominee, upon receipt of any payment of interest or principal in respect of a Global Debenture, will credit Participants’ accounts, on the date interest or principal is payable, with payments in amounts proportionate to their respective beneficial interest in the principal amount of such Global Debenture as shown on the records of CDS or its nominee. Chorus also understands that payments of interest and principal by Participants to the owners of beneficial interest in such Global Debenture held through such Participants will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of such Participants. Chorus’ responsibility and liability in respect of payments on Debentures represented by the Global Debentures is limited solely and exclusively, while the Debentures are registered in global form, to making payment of any interest and principal due on such Global Debenture to CDS or its nominee. If Debenture Certificates are issued instead of or in place of a Global Debenture, payments of interest on each Debenture Certificate will be made by Chorus or by the Debenture Trustee as paying agent for Chorus. Payment of principal at maturity will be made at the principal office of the Debenture Trustee in Toronto (or in such other city or cities as may from time to time be designated by Chorus) against surrender of the Debenture Certificates, if any, or the Global Debenture.

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Application of Pre-emptive Rights

Chorus and Air Canada are parties to an investor rights agreement dated February 4, 2019 (the “ Investor Rights Agreement ”), which gives Air Canada certain pro rata pre-emptive rights in respect of Share issuances. In the event that Chorus issues Shares in satisfaction of its obligation to pay the principal amount of, premium (if any) or interest on, all or any portion of the Debentures, Air Canada or its assignee will have the right to purchase, at the same price at which Shares are issued to the holders of the Debentures or delivered to the Debenture Trustee, as applicable, up to such number of Shares which will, when added to the Shares beneficially owned by Air Canada and its affiliates (the “ Air Canada Group ”) immediately prior to the issuance of Shares to holders of the Debentures or delivery of Shares to the Debenture Trustee, as applicable, result in the Air Canada Group beneficially owning the same percentage of the total issued and outstanding Shares that it beneficially owned immediately prior to the issuance of Shares to the holders of Debentures or delivery to the Debenture Trustee, as applicable. A copy of the Investor Rights Agreement may be viewed under Chorus’ profile on SEDAR at www.sedar.com.

INTERCREDITOR AGREEMENT

In connection with the entering into of the Base Indenture and the offering by Chorus of its 5.75% Unsecured Debentures, an agreement (the “ Intercreditor Agreement ”) was entered into as of December 6, 2019 between the Debenture Trustee, in its capacity as trustee for and on behalf of each of the holders of the debentures (including the Debentures) issued under the Base Indenture (as amended, restated, supplemented, modified, replaced or refinanced from time to time), and Canadian Imperial Bank of Commerce, in its capacity as administrative agent for and on behalf of the lenders and secured creditors under the Credit Facilities (the “ Administrative Agent ”). The Intercreditor Agreement provides, among other things, that following the occurrence of a Default (as defined below) which is continuing or upon an Insolvency or Liquidation Proceeding (as defined below) (or any other marshalling of the assets, properties and liabilities of Chorus, or otherwise), all obligations under the Credit Facilities shall first be paid in full before payments are made to holders of debentures and as such, to the extent that any amounts remain outstanding under the Credit Facilities after realization upon the applicable security, any proceeds received by the Debenture Trustee on behalf of the holders of debentures will be remitted to the Administrative Agent until the applicable Credit Facilities are paid in full. A “ Default ” means any event or circumstance which would result in either the Debenture Trustee, on behalf of each of the holders of the debentures, or the Administrative Agent becoming entitled to accelerate or demand repayment of the obligations owed to it under the Indenture or the Credit Facilities, respectively, for obligations not payable on demand or enforce any remedy against Chorus. An “ Insolvency or Liquidation Proceeding ” means a proceeding seeking to adjudicate Chorus insolvent, seeking a bankruptcy order against Chorus under the Bankruptcy and Insolvency Act (Canada), or seeking liquidation, dissolution, windingup, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief or composition of Chorus or its debts or a stay of proceedings of Chorus’ creditors generally (or any class of creditors) or any other relief, under any federal, provincial or foreign law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement (including without limitation such plans under corporate statutes) or relief or protection of debtors or at common law or in equity.

Other material provisions of the Intercreditor Agreement include:

(a) Chorus has no obligations under the Intercreditor Agreement. Nothing therein alters or amends any provision under the Indenture, the Credit Facilities or any ancillary documents, or constitute a waiver of limitation of the rights of the Debenture Trustee or the Administrative Agent against Chorus;
(b) if any amounts are received by the Debenture Trustee following the occurrence of a Default which is continuing or upon an Insolvency or Liquidation Proceeding and prior to the Administrative Agent realizing upon its security, such proceeds received by the Debenture Trustee will be held in trust by the Debenture Trustee for the benefit of the holders of debentures and the Administrative Agent;
(c) if any such Default is no longer continuing prior to such amounts being remitted to the Administrative Agent, as notified in writing by the Administrative Agent to the Debenture Trustee, any amounts held in trust pursuant to (b) above may be distributed to the holders of debentures pursuant to the terms of the Indenture;
(d) in the event that funds are remitted by the Debenture Trustee to the Administrative Agent in satisfaction of the obligations under the Credit Facilities and the Administrative Agent receives a payment in connection with any proceedings constituting an Insolvency or Liquidation Proceeding after satisfaction in full of the obligations under the Credit Facilities, the Administrative Agent shall remit such amount to the Debenture Trustee for distribution to the holders of debentures;
(e) there are no restrictions upon payments of principal, premium (if any) or interest on the debentures or, unless a Default has occurred and is continuing, the obligation of the Debenture Trustee to distribute such payments to the holders of debentures;
(f) the Debenture Trustee, for itself and on behalf of the holders of debentures, will not be permitted to contest or bring into question the validity, perfection and enforceability of amounts owed under the Credit Facilities or the security held by the Administrative Agent thereunder;
(g) the Debenture Trustee shall not (i) allow or permit any amendment, modification, abrogation or addition to any of the terms or provisions of the Indenture which, in any case, could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of any of the lenders under the Credit Facilities, whether S-12

under the Intercreditor Agreement, the Indenture or at law, or (ii) assign any of its rights or obligations under the Indenture, in either case without the consent of the Administrative Agent; and

(h) the provisions of the Intercreditor Agreement apply to the Credit Facilities as such facilities may be further amended, restated, supplemented, modified, replaced or refinanced from time to time.

Pursuant to the Base Indenture, (a) Chorus acknowledged that the Debenture Trustee, on behalf of the holders of debentures, agreed to enter into the Intercreditor Agreement; and (b) the holders of debentures (including, after closing of the Offering, holders of Debentures): (i) consented and agreed to the intercreditor arrangements provided in the Intercreditor Agreement; and (ii) authorized the Debenture Trustee, on behalf of the holders of debentures, to enter into the Intercreditor Agreement and any subsequent amendment, restatement, assignment or replacement of the Intercreditor Agreement in accordance with the terms contained in the Intercreditor Agreement, including, for greater certainty, any replacement intercreditor agreement on substantially similar terms upon a refinancing or replacement of the Credit Facilities, and to perform its obligations thereunder and the holders of debentures acknowledged and agreed to the terms thereof.

The Intercreditor Agreement is available on Chorus’ profile on SEDAR at www.sedar.com.

DESCRIPTION OF THE SHARES

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 September 17, 2021, 177,650,888 Shares were issued and outstanding and no Preferred Shares were issued and outstanding. For a description of the terms and provisions of the Shares, see “Description of Share Capital” in the Base Shelf Prospectus.

TRADING PRICE AND VOLUME OF SHARES

The Shares trade on the TSX under the symbol “CHR”. The following table sets forth the reported minimum and maximum closing prices and total monthly trading volumes of the outstanding Shares as reported by the TSX for the periods indicated.

2020 September October November December 2021 January February March April May June July August September 1 – 17	High ($) 2.64 3.18 4.42 4.48 3.91 4.26 5.22 4.76 5.05 5.09 4.85 4.53 4.11	Low ($) 2.21 2.17 3.01 3.56 3.20 3.25 4.41 4.02 4.29 4.62 4.23 3.90 3.83	Total Monthly Volume
			12,611,027 19,686,433 33,229,013 15,546,086 13,532,992 18,554,471 26,084,944 11,163,366 12,502,209 13,064,856 9,543,493 11,504,013 4,818,477

PRIOR SALES

Except as set forth below, Chorus has not issued any Shares or Debentures or securities convertible into Shares or Debentures during the 12 months prior to the date of this Prospectus Supplement:

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Date of Issue Type of Security April 6, 2021 Shares(1) April 6, 2021 Shares(2) April 6, 2021 Share Purchase Warrants(1) April 6, 2021 Share Purchase Warrants(2) April 6, 2021 6.00% Convertible Unsecured Debentures(3)(5) April 6, 2021 6.00% Convertible Unsecured Debentures(4)(5)	Price per Security Number of Securities Issued
	$4.50 12,523,500 $4.50 3,260,000 $0.20 6,261,750 $0.20 1,630,000 $1,000 57,500 $1,000 15,000

Notes:

(1) Issued upon the closing of a public offering of 12,523,500 units, each unit consisting of one Share and one-half of one Share purchase warrant.

(2) Issued upon the closing of a private placement of 3,260,000 units, each unit consisting of one Share and one-half of one Share purchase warrant.

(3) Issued upon the closing of a public offering of $57,500,000 aggregate principal amount of 6.00% Convertible Unsecured Debentures.

(4) Issued upon the closing of a private placement of $15,000,000 aggregate principal amount of 6.00% Convertible Unsecured Debentures.

(5) Each 6.00% Convertible Unsecured Debenture is convertible into fully paid and non-assessable freely tradeable Shares at the option of the holder at any time prior to 5:00 p.m. (Toronto time) on the earliest of (i) the business day immediately preceding the maturity date of such debentures, (ii) if called for redemption, on the business day immediately preceding the date fixed for redemption, or (iii) if called for repurchase pursuant to a change of control, on the business day immediately preceding the payment date, into approximately 157.4803 Shares for each $1,000 principal amount of such debentures, representing a conversion price of $6.35 per Share, subject to adjustment in certain events in accordance with the indenture between Chorus and Computershare Trust Company of Canada dated April 6, 2021.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, Chorus has agreed to issue and sell, and the Underwriters have agreed to purchase, as principals, on the Closing Date, $85,000,000 aggregate principal amount of Debentures at a price of $1,000 per Debenture, payable in cash to Chorus against delivery, subject to compliance with all of the necessary legal requirements and to the conditions contained in the Underwriting Agreement. The obligations of the Underwriters under the Underwriting Agreement are several (and not joint and several) and may be terminated at their discretion on the basis of their assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The Underwriters are, however, obligated to take up and pay for all of the Debentures if any of the Debentures are purchased under the Underwriting Agreement. The Issue Price and other terms of the Offering were determined by negotiation between Chorus and the Underwriters.

Chorus has agreed to pay fees to the Underwriters in the amount of $40 per Debenture, in consideration of services rendered by the Underwriters in connection with the Offering (the “ Underwriters’ Fee ”). If the Over-Allotment Option is not exercised, the total price to the public will be $85,000,000, the Underwriters’ Fee will be $3,400,000 and the net proceeds to Chorus will be $81,600,000, before deducting the expenses of the Offering estimated at $750,000 which, together with the Underwriters’ Fee, will be paid from the proceeds of the Offering.

Chorus has granted the Underwriters the Over-Allotment Option, exercisable in whole or in part at any time up to 30 days after the Closing Date, to purchase up to $12,750,000 aggregate principal amount of Debentures at a price of $1,000 per Debenture. The Over-Allotment Option is exercisable in whole or in part only for the purpose of covering over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public will be $97,750,000, the Underwriters’ Fee will be $3,910,000 and the net proceeds to Chorus will be $93,840,000, before deducting the expenses of the Offering estimated at $750,000 which, together with the Underwriters’ Fee, will be paid from the proceeds of the Offering. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Debentures issuable on the exercise of the Over-Allotment Option.

A purchaser who acquires Debentures forming part of the Underwriters’ over-allocation position acquires such Debentures under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Subscriptions for the Debentures will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription book at any time without notice. It is expected that the closing will take place on the Closing Date, or such other date as may be agreed upon by Chorus and the Underwriters, but not later than October 4, 2021.

At the closing of this Offering, the Debentures will be represented by one or more global certificates issued in registered form to CDS or its nominee under the book-entry only system administered by CDS. Holders of beneficial interests in the Debentures will not have the right to receive physical certificates evidencing their ownership of Debentures. Notwithstanding the

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foregoing, Debentures may be issued in fully registered and certificated form as provided under “Description of the Debentures — Global Debentures”.

Pursuant to rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period ending on the date the selling process for the Debentures ends and all stabilization arrangements relating to the Debentures are terminated, bid for or purchase Debentures. The foregoing restrictions are subject to certain exceptions including: (a) a bid for or purchase of Debentures if the bid or purchase is made through the facilities of the TSX, in accordance with the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; (b) a bid or purchase on behalf of a client, other than certain prescribed clients, provided that the client’s order was not solicited by the Underwriter, or if the client’s order was solicited, the solicitation occurred before the commencement of a prescribed restricted period; and (c) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. The Underwriters may engage in market stabilization or market balancing activities on the TSX where the bid for or purchase of the Debentures is for the purpose of maintaining a fair and orderly market in the Debentures, subject to price limitations applicable to such bids or purchases. Such transactions, if commenced, may be discontinued at any time.

Under the terms of the Underwriting Agreement, the Underwriters may be entitled to indemnification by Chorus against certain liabilities, including liabilities for misrepresentation in the Prospectus Supplement or the Base Shelf Prospectus.

The Underwriters propose to offer the Debentures initially at the Issue Price set forth on the cover page of this Prospectus Supplement. After the Underwriters have made reasonable efforts to sell all the Debentures at such price, the Issue Price may be decreased, and further changed from time to time to an amount not greater than the Issue Price specified herein. The compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Debentures is less than the gross proceeds paid by the Underwriters to Chorus.

Chorus has agreed that, subject to certain exceptions, it shall not issue or agree to issue any debentures (or similar instruments), including but not limited to debentures (or similar instruments) convertible into equity securities, prior to 60 days after the Closing Date without the prior written consent of the Lead Underwriters, on behalf of the Underwriters, which consent shall not be unreasonably withheld or delayed.

The TSX has conditionally approved the listing of the Debentures (including the Additional Debentures issuable on the exercise of the Over-Allotment Option) distributed under this Prospectus. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX on or before December 13, 2021, including distribution of the Debentures to a minimum number of public holders. The Debentures are not currently listed on the TSX or any other exchange. There is currently no market through which the Debentures may be sold and purchasers may not be able to resell the Debentures purchased under this Prospectus. This may affect the pricing of the Debentures in the secondary markets, the transparency and availability of trading prices, the liquidity of the Debentures, and the extent of issuer regulation. See “Risk Factors”.

The Debentures offered hereby (and the Shares issuable thereunder) have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States except pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Debentures will only be offered and sold in the United States pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder. In addition, until 40 days after the commencement of the Offering, an offer or sale of such securities within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than pursuant to an available exemption from the registration requirements of the U.S. Securities Act.

RELATIONSHIP BETWEEN CHORUS AND CERTAIN OF THE UNDERWRITERS

Each of RBC Dominion Securities Inc., CIBC World Markets Inc. and Scotia Capital Inc. is an affiliate of a financial institution that has, either solely or as a member of a syndicate of financial institutions, extended credit facilities to, holds other indebtedness of, or is a counterparty to a derivative contract with, Chorus. Consequently, Chorus may be considered to be a connected issuer of each such Underwriter for purposes of applicable securities laws. As of the date of this Prospectus Supplement, Chorus is in compliance with all material terms and conditions of such indebtedness and such contract, and no breach of the agreement establishing the credit facilities or of such derivative contract has been waived by the lenders or counterparty thereto, as applicable. Since the indebtedness was initially incurred and since the derivative contract was initially entered into, Chorus’ financial position has not materially changed in an adverse manner. As of the close of business on September 17, 2021, Chorus had indebtedness under such facilities in which these parties had an interest in an aggregate amount of approximately $135,610,378, which indebtedness is, in the case of one facility, principally secured by aircraft and, in the case of another facility, secured by all present and after-acquired personal property of Chorus and certain designated subsidiaries, excluding aircraft, engines and certain real estate property. As of the close of business on September 17, 2021, the fair value of the derivative contract constituted a $1,372,166 liability. The decision by the Underwriters to distribute the Debentures hereunder was made independently of their affiliate lenders, and the terms of this Offering were negotiated at arm’s length between Chorus and the Underwriters, without involvement of such affiliate lenders. None of the Underwriters will receive any benefit in connection with this Offering other than a portion of the Underwriters’ Fee.

In addition, certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for Chorus, for which they received or will receive customary fees.

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Osler, Hoskin & Harcourt LLP, counsel to Chorus, and Bennett Jones LLP, counsel to the Underwriters, the following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable to a holder who acquires the Debentures pursuant to this Prospectus and who, for the purposes of the Income Tax Act (Canada) and the regulations thereunder (the “ Tax Act ”) and at all relevant times, holds the Debentures and will hold the Shares issuable on the redemption or maturity of the Debentures as the beneficial owner thereof as capital property and deals at arm’s length and is not affiliated with Chorus or any Underwriter (a “ Holder ”). Generally, the Debentures and Shares will be considered to be capital property to a Holder provided that the Holder does not hold the Debentures or Shares in the course of carrying on a business of trading or dealing in securities and has not acquired the Debentures or Shares in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder (a) that is a “financial institution” (as defined in the Tax Act) for the purposes of the mark-to-market rules, (b) an interest in which would be a “tax shelter investment” (as defined in the Tax Act), (c) that is a “specified financial institution” (as defined in the Tax Act), (d) who makes or has made a functional currency reporting election pursuant to section 261 of the Tax Act, or (e) that has or will enter into a “derivative forward agreement” as defined in the Tax Act, in respect of the Debentures or Shares. Any such Holder should consult its own advisor with respect to an investment in the Debentures and the Shares.

This summary is based on the provisions of the Tax Act in force on the date hereof, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“ Tax Proposals ”) and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency. This summary assumes that the Tax Proposals will be enacted in the form proposed, however, no assurance can be given that the Tax Proposals will be enacted in the form proposed or at all.

This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder and no representations with respect to the income tax consequences to any particular Holder or a prospective Holder are made. Prospective Holders should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring, holding and disposing of Debentures and Shares, having regard to their particular circumstances. The discussion below is qualified accordingly.

Residents of Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, for the purposes of the Tax Act, is or is deemed to be, resident in Canada (a “ Resident Holder ”). Certain Resident Holders who might not otherwise be considered to hold their Debentures or Shares as capital property may, in certain circumstances, be able to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to treat the Debentures and the Shares and every other “Canadian security” owned by such Holders in the taxation year of the election and any subsequent taxation year as capital property. Resident Holders considering making this election should consult their own tax advisors.

Taxation of Interest on Debentures

A Resident Holder that is a corporation, partnership, unit trust or trust of which a corporation or partnership is a beneficiary will be required to include in computing its income for a taxation year any interest on a Debenture that accrues or is deemed to accrue to the Holder to the end of that taxation year or becomes receivable or is received by the Holder before the end of that taxation year, except to the extent that such interest was included in the Holder’s income for a preceding taxation year.

Any other Resident Holder, including an individual (other than certain trusts), will be required to include in computing its income for a taxation year any interest on a Debenture that is received or receivable by such Resident Holder in that taxation year (depending upon the method regularly followed by the Resident Holder in computing income), except to the extent that such interest was included in the Resident Holder’s income for a preceding taxation year. In addition, if at any time a Debenture should become an “investment contract” (as defined in the Tax Act) in relation to a Resident Holder, such Resident Holder will be required to include in computing income for a taxation year any interest that accrues or is deemed to accrue to the Resident Holder on the Debenture up to the end of any “anniversary day” (as defined in the Tax Act) in that taxation year to the extent such interest was not otherwise included in the Resident Holder’s income for that taxation year or a preceding taxation year.

Any premium paid by Chorus to a Resident Holder as a penalty or bonus on a redemption, repurchase as a result of a Change of Control or purchase for cancellation of a Debenture before maturity, will be deemed to be received by such Resident Holder as interest on the Debenture and will be required to be included in computing the Resident Holder’s income, as described above, at the time of the redemption, repurchase as a result of a Change of Control or purchase for cancellation to the extent that such premium can reasonably be considered to relate to, and does not exceed the value at the time of the redemption, repurchase as a result of a Change of Control or purchase for cancellation, of the interest that, but for the redemption, repurchase as a result of a Change of Control or purchase for cancellation, would have been paid or payable by Chorus on the Debenture for a taxation year ending after the redemption, repurchase as a result of a Change of Control or purchase for cancellation.

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A Resident Holder that throughout the relevant taxation year is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on its aggregate investment income, which is defined in the Tax Act to include interest.

Upon the redemption or repayment at maturity of a Debenture, interest accrued thereon to the date of redemption or repayment and that would otherwise be payable after that date will be included in computing the Resident Holder’s income, except to the extent such amount was included in computing the Resident Holder’s income for that taxation year or a preceding taxation year.

As described above under the heading “Description of the Debentures — Interest Payment Option”, Chorus may elect to pay interest by issuing Shares to the Debenture Trustee for sale, in which event a Resident Holder would be entitled to a cash payment equal to the interest owed to the Resident Holder from the proceeds of sale of such Shares by the Debenture Trustee. If Chorus were to pay interest in this manner, the Canadian federal income tax consequences to a Resident Holder would generally be the same as those described above.

Disposition of Debentures

A disposition or deemed disposition of a Debenture by a Resident Holder, including a redemption, payment on maturity, repurchase as a result of a Change of Control or purchase for cancellation, will generally give rise to a capital gain (or capital loss) equal to the amount by which the Resident Holder’s proceeds of disposition, net of any amount otherwise required to be included in the Resident Holder’s income as interest, exceed (or are less than) the total of the adjusted cost base of the Debenture and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under “— Taxation of Capital Gains and Capital Losses”.

If Chorus pays any amount upon the redemption, purchase or maturity of a Debenture by issuing Shares (or Shares and cash delivered in lieu of a fraction of a Share) to the Resident Holder, the Resident Holder’s proceeds of disposition will be equal to the fair market value of the Shares so received and any other consideration so received (including any cash received in lieu of a fraction of a Share) which may result in a capital gain or capital loss. The cost to a Resident Holder of Shares so received will be equal to the fair market value of such Shares. Generally, the adjusted cost base to the Resident Holder of Shares so received will be determined by averaging the cost of such Shares with the adjusted cost base of all other Shares held at that time by such Resident Holder as capital property.

Upon such a disposition or deemed disposition of a Debenture, interest accrued thereon to the date of disposition will generally be included in computing the Resident Holder’s income as described above under the heading “— Taxation of Interest on Debentures” and will generally be excluded in computing the Resident Holder’s proceeds of disposition of the Debenture.

Dividends on Shares

A Resident Holder will be required to include in computing its income for a taxation year, any taxable dividends received or deemed to be received on such Resident Holder’s Shares. In the case of a Resident Holder who is an individual (other than certain trusts), such taxable dividends will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations under the Tax Act. Taxable dividends received from a taxable Canadian corporation which are designated by such corporation as “eligible dividends” will be subject to an enhanced gross-up and dividend tax credit regime in accordance with the rules in the Tax Act.

Taxable dividends received by a Resident Holder who is an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

A Resident Holder that is a corporation will be required to include any dividends received or deemed to be received on Shares in computing its income for purposes of the Tax Act and generally will be entitled to deduct the amount of such dividends in computing its taxable income, with the result that no tax will be payable by it in respect of such dividends. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances. A Resident Holder that is a “private corporation” or a “subject corporation” (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received (or deemed to be received) on the Shares in a taxation year to the extent that such dividends are deductible in computing the corporation’s taxable income for the year.

Disposition of Shares

A disposition or a deemed disposition of a Share by a Resident Holder (except to Chorus) will generally result in the Resident Holder realizing a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Share exceeds (or are less than) than the aggregate of the Resident Holder’s adjusted cost base thereof and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under “— Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year.

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Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Share may be reduced by the amount of dividends received or deemed to be received by it on such Share (or on a share for which the Share has been substituted) to the extent and under the circumstances described by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Shares. A Resident Holder that is, throughout the relevant taxation year, a Canadian-controlled private corporation, may be liable for a refundable tax on its aggregate investment income, which is defined in the Tax Act to include taxable capital gains.

Capital gains realized by an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Taxation of Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times for purposes of the Tax Act and any applicable income tax treaty, (i) is neither a resident nor deemed to be resident in Canada, (ii) deals at arm’s length with any transferee resident (or deemed to be resident) in Canada and to whom the Holder disposes of Debentures, (iii) does not use or hold and is not deemed to use or hold Debentures or Shares in, or in the course of carrying on a business in Canada, (iv) is entitled to receive all payments (including interest and principal) in respect of a Debenture or a Share (including dividends, if any); and (v) is not a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of Chorus or a person who does not deal at arm’s length with such a specified shareholder (a “ Non-Resident Holder ”). Generally, for this purpose, a “specified shareholder” is a person that owns, has a right to acquire or is otherwise deemed to own, either alone or together with persons with whom such person does not deal at arm’s length for purposes of the Tax Act, shares of the capital stock of the Corporation that either: (i) give the holders of such shares 25% or more of the votes that could be cast at an annual meeting of the shareholders of the Corporation; or (ii) have a fair market value of 25% or more of the fair market value of all of the issued and outstanding shares of capital stock of the Corporation. Such Non-Resident Holders should consult their own tax advisors. Special rules, which are not discussed in this summary, may apply to a non-resident insurer or an “authorized foreign bank” (as defined in the Tax Act), and this summary is not applicable to such holders.

This portion of the summary assumes that no interest paid or credited or deemed to have been paid or credited on the Debentures will be in respect of a debt or other obligation to pay an amount to a person with whom Chorus does not deal at arm’s length within the meaning of the Tax Act. In certain circumstances that are beyond the scope of this summary, the assignment or transfer of a Debenture to a person resident or deemed to be resident in Canada for purposes of the Tax Act may give rise to a deemed payment of interest under the Tax Act. See also “– Taxation of Holders Not Resident in Canada – Debentures”. A NonResident Holder who transfers or is deemed to assign or transfer a Debenture to a person resident or deemed to be resident in Canada for purposes of the Tax Act should consult its own tax advisor for advice with respect to the tax consequences of such assignment or transfer.

Debentures

A Non-Resident Holder will not be subject to Canadian withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by Chorus as, on account or in lieu of, or in satisfaction of, interest or principal on the Debentures.

No other taxes on income (including taxable capital gains) will be payable under the Tax Act by a Non-Resident Holder in respect of the ownership or disposition of the Debentures, provided that the Debentures do not constitute “taxable Canadian property” of the Non-Resident Holder. Subject to the following paragraph, a Debenture will not be “taxable Canadian property” of a Non-Resident Holder.

If Chorus elects to satisfy its obligation to repay the principal amount of the Debentures on redemption or maturity of the Debentures by issuing Shares, it is possible that, following such election by Chorus, the Debentures will become an interest in, or for civil law a right in, the underlying Shares for purposes of Tax Act. In such case, the Debentures may be “taxable Canadian property” to a Non-Resident Holder generally if the underlying Shares would be “taxable Canadian property” to a Non-Resident Holder. See “— Shares — (a) Disposition of Shares” below for a discussion of the circumstances under which the underlying Shares would be “taxable Canadian property”. Non-Resident Holders whose Debentures may be “taxable Canadian property” should consult with their own tax advisors for advice having regard to their particular circumstances.

(a) Disposition of Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such NonResident Holder on a disposition of a Share unless the Share constitutes “taxable Canadian property” (as defined in the Tax Act) to the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention. As long as the Shares are at the time of disposition listed on a designated stock exchange (which currently includes the TSX), the Shares generally will not constitute taxable Canadian property to a Non-Resident Holder at such time unless at any time during the sixty-month period that ends at that time: (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder does not deal with at arm’s length, and (c) partnerships in which the Non-

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Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of the capital stock of Chorus, and (ii) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of: (a) real or immovable properties situated in Canada, (b) “Canadian resource properties” (as defined in the Tax Act), (c) “timber resource properties” (as defined in the Tax Act), and (d) options in respect of, or interests in, or for civil law rights in, property described in any of the foregoing, whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Shares could be deemed to be taxable Canadian property.

In the event that the Shares constitute or are deemed to constitute taxable Canadian property to any Non-Resident Holder, an applicable income tax treaty or convention may exempt the Non-Resident Holder from tax under the Tax Act in respect of the disposition thereof. Non-Resident Holders whose Shares may be taxable Canadian property should consult with their own tax advisors for advice having regard to their particular circumstances.

(b) Dividends on Shares

Dividends paid or credited on the Shares, or deemed under the Tax Act to be paid or credited on the Shares, to a NonResident Holder will generally be subject to Canadian withholding tax at the rate of 25% on the gross amount of such dividends unless the rate is reduced under the provisions of an income tax treaty or convention between Canada and the country of residence of the Non-Resident Holder. For example, under the Canada-United States Tax Convention (1980) (the “ Treaty ”), the withholding tax rate in respect of a dividend paid to a person who is the beneficial owner of the dividend and who is resident in the United States for the purposes of, and is entitled to full benefits under, the Treaty, is generally reduced to 15%.

ELIGIBILITY FOR INVESTMENT

In the opinion of Osler, Hoskin & Harcourt LLP, counsel to Chorus, and, Bennett Jones LLP, counsel to the Underwriters, based on the provisions of the Tax Act in force on the date hereof, provided that the Shares are listed on a “designated stock exchange” in Canada as defined in the Tax Act (which includes the TSX) on the Closing Date, the Debentures being offered pursuant to this Prospectus will, as at the Closing Date, and any Shares issuable at the option of Chorus on the redemption or maturity of the Debentures would, if issued on such date, be qualified investments under the Tax Act for trusts governed by registered retirement savings plans (“ RRSPs ”), registered retirement income funds (“ RRIFs ”), deferred profit sharing plans (except, with respect to Debentures, a deferred profit sharing plan to which Chorus, or an employer that does not deal at arm’s length with Chorus, has made a contribution), registered education savings plans (“ RESPs ”), registered disability savings plans (“ RDSPs ”) and tax free savings accounts (“ TFSAs ”).

Notwithstanding that the Debentures and the Shares may be qualified investments as discussed above, if the Debentures or the Shares are “prohibited investments” for the purposes of the Tax Act, the holder of a TFSA or RDSP the annuitant under an RRSP or RRIF, or the subscriber of an RESP which holds such Debentures or Shares will be subject to a penalty tax. The Debentures or Shares will be a “prohibited investment” for a RRSP, RRIF, TFSA, RDSP or RESP if the annuitant, holder, or subscriber, as the case may be, does not deal at arm’s length with Chorus for the purposes of the Tax Act or if the annuitant, holder or subscriber, as the case may be, has a “significant interest” (within the meaning of the Tax Act) in Chorus. However, Shares will not be a “prohibited investment” if they are “excluded property” (as defined in the Tax Act) for trusts governed by such RRSP, RRIF, TFSA, RDSP or RESP.

Prospective investors who intend to hold the Debentures in their TFSA, RRSP, RRIF, RDSP or RESP should consult their own tax advisors as to whether the Debentures or the Shares issuable on the redemption or maturity of the Debentures would constitute a prohibited investment for their TFSA, RRSP, RRIF, RDSP or RESP as the case may be.

RISK FACTORS

An investment in the Debentures 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 Base Shelf Prospectus as well as the other information contained in this Prospectus Supplement and the Base Shelf Prospectus and the documents incorporated by reference herein and therein, including, without limitation, the risk factors discussed under: (a) the heading “Risk Factors” in the Annual Information Form; (b) the heading “Risk Factors” in the MD&A; (c) the heading “Risk Factors” in the Interim MD&A; (d) the heading “Financial risk factors” in Note 18 to the Annual Financial Statements; and (e) the heading “Financial risk factors” in Note 12 to the Interim Financial Statements.

Ability to make payment

The ability of Chorus to make scheduled payments on or to refinance its debt obligations, including the Debentures, depends on Chorus’ financial condition and operating performance, which are subject to a number of factors beyond Chorus’ control.

The Corporation conducts its operations, directly and indirectly, through its subsidiaries. Accordingly, the Corporation relies upon distributions and other payments from such subsidiaries to generate the funds necessary to pay the principal of, and interest on, the Debentures. The ability of such subsidiaries to pay distributions and other payments including, but not limited to, dividends to the Corporation may be restricted by, among other things, the availability of cash flows from operations, contractual

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restrictions in Chorus’ debt instruments, including the Credit Facilities, applicable corporate laws and other laws and agreements of the Corporation’s subsidiaries.

Chorus may be unable to maintain a level of cash flow from operating activities sufficient to permit the Corporation to pay the principal, premium, if any, and interest on its indebtedness, including the Debentures. See “Earnings Coverage Ratio”, which is relevant to an assessment of the risk that the Corporation may be unable to pay interest or principal on the Debentures when due.

If Chorus’ cash flow and capital resources are insufficient to fund its debt service obligations, Chorus could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness, including the Debentures. Chorus may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow Chorus to meet its scheduled debt service obligations.

Chorus’ inability to generate sufficient cash flow to satisfy its debt obligations, or to refinance its indebtedness on commercially reasonable terms or at all, would materially and adversely affect Chorus’ business, results of operations, financial condition and its ability to satisfy its obligations under the Debentures.

The Debentures are not rated by any designated rating organization and Chorus has no current plans to apply for a credit

rating.

Intercreditor Agreement

The Intercreditor Agreement provides, among other things, that in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings of Chorus, its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of Chorus or in certain other circumstances including an event of default under the Credit Facilities, and to the extent that any amounts remain outstanding under the Credit Facilities after realization upon its security, any proceeds received by the Debenture Trustee on behalf of the holders of Debentures in connection with such event will be directly remitted to the Administrative Agent, for and on behalf of the lenders and secured creditors under the Credit Facilities, until the applicable Credit Facilities are paid in full. Accordingly, there may be insufficient proceeds remaining following such remittance to pay amounts due on any or all of the Debentures then outstanding.

Use of proceeds of the Offering

As discussed in “Use of Proceeds”, the net proceeds of the Offering will be used primarily to partially redeem existing indebtedness, including the Corporation’s 6.00% Debentures and, in the circumstances described under “Use of Proceeds”, the amount outstanding under the Unsecured Revolving Credit Facility, as well as for working capital and general corporate purposes. However, 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, Chorus’ management will have broad discretion concerning the use of the net proceeds of the Offering as well as the timing of their expenditures, and there can be no assurance as to how or for what purpose the funds will be allocated or the respective amounts that will be expended for each purpose.

Matters affecting trading price for the Debentures

The TSX has conditionally approved the listing of the Debentures (including the Additional Debentures issuable on the exercise of the Over-Allotment Option) distributed under this Prospectus. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX on or before December 13, 2021, including distribution of the Debentures to a minimum number of public holders. There is currently no market through which the Debentures may be sold and purchasers may not be able to resell the Debentures purchased under this Prospectus. This may affect the pricing of the Debentures in the secondary market, the transparency and availability of trading prices, the liquidity of Debentures, and the extent of issuer regulation.

No assurance can be given that an active or liquid trading market for the Debentures will develop or be sustained. If an active or liquid market for the Debentures fails to develop or be sustained, the prices at which the Debentures trade may be adversely affected. Whether or not the Debentures will trade at lower prices depends on many factors, including: (a) the prevailing interest rates being paid by companies similar to Chorus; (b) the overall condition of the financial and credit markets; (c) interest rate volatility; (d) the markets for similar securities; (e) the financial condition, results of operation and prospects of Chorus; (f) the publication of earnings estimates for Chorus or other research reports and speculation regarding Chorus in the press or investment community; (g) changes in the industry in which Chorus operates and competition affecting Chorus; and (h) general market and economic conditions.

Prevailing yields on similar securities will affect the market value of the Debentures. Assuming all other factors remain unchanged, the market value of the Debentures will decline as prevailing yields for similar securities rise, and will increase as prevailing yields for similar securities decline.

Restrictive Covenants in Credit Facilities

The Credit Facilities contain restrictions on the Corporation’s ability to make investments (whether by way of purchase of securities, capital contribution, loan, financial assistance or otherwise) in any entity, including any subsidiary of the Corporation, that is not an obligor under the Credit Facilities. These restrictions apply if, among other things, the Total Leverage Ratio (as specifically defined in the relevant provisions of the Credit Facilities) would be exceeded immediately after giving effect to the

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investment. Since the Corporation’s subsidiaries engaged in the aircraft leasing business are not obligors under the Credit Facilities, these provisions could limit the Corporation’s ability to advance proceeds of the Offering to those subsidiaries if, at the relevant time, the Corporation were unable to make those investments without exceeding the Total Leverage Ratio. If the Corporation is prevented from making further investments in its aircraft leasing subsidiaries, it may be unable to grow its aircraft leasing business or advance funds that may be required by those subsidiaries to remain in compliance with their debt covenants, either of which could have a material adverse effect on Chorus’ business, financial condition and results of operations.

Prior ranking indebtedness and unsecured nature of the Debentures

The Debentures will be subordinate to all existing and future senior secured and other secured indebtedness of the Corporation. Therefore, if Chorus becomes bankrupt, liquidates its assets, reorganizes or enters into certain other transactions, Chorus’ assets will be available to pay its obligations with respect to the Debentures only after it has paid all of its secured indebtedness in full (but only to the extent of the value of the assets securing such indebtedness).

The Debentures are not guaranteed by the Corporation’s subsidiaries and are therefore structurally subordinated to all of the existing and future debt of these subsidiaries, unsecured debt of Chorus that is guaranteed by the Corporation’s subsidiaries, and claims of creditors of such subsidiaries, except to the extent the Corporation is a creditor of such subsidiaries ranking at least pari passu with such other creditors. Accordingly, in the event of insolvency, liquidation, reorganization, dissolution or other winding-up of any such subsidiary, all of that subsidiary’s creditors (including trade creditors) would be entitled to payment in full out of that subsidiary’s assets before the Corporation would be entitled to any payment. There may be insufficient assets remaining following such payments to pay amounts due on any or all of the Debentures then outstanding.

As at June 30, 2021, the long-term debt (excluding current portion, as well as guarantees and intercompany obligations between the Corporation and its subsidiaries) of the Corporation’s subsidiaries totaled approximately $1,823,050,000.

Absence of covenant protection

The Indenture will not limit the ability of Chorus to incur additional indebtedness for borrowed money or other obligations, including senior secured or other secured indebtedness (which would rank senior to the Debentures to the extent of the collateral securing such indebtedness), unsecured and unsubordinated indebtedness (which would rank pari passu with the Debentures), and liabilities or obligations that do not constitute indebtedness. Further, the Indenture will not limit the ability of Chorus from mortgaging, pledging or charging its properties to secure any indebtedness or liabilities. Nor will the Indenture prohibit or limit the ability of Chorus to pay dividends, except where an Event of Default has occurred and such default has not been cured or waived, which, if paid, will reduce Chorus’ available cash flow and assets available to holders of the Debentures upon redemption or maturity of the Debentures. The Indenture will not contain any provision specifically intended to protect holders of the Debentures in the event of a future leveraged transaction involving Chorus. If new debt is added to Chorus’ current debt levels, the related risks that Chorus now faces could intensify.

If Chorus incurs additional indebtedness for borrowed money or other obligations or liabilities, it may have the effect of reducing the amount of proceeds distributed to holders of Debentures in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of or such proceedings involving Chorus. If Chorus incurs any additional obligations that rank equally with the Debentures, subject to collateral arrangements, the holders of such obligations will be entitled to share ratably with holders of the Debentures in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of Chorus.

No assurance future financing will be available

Chorus may need to refinance certain of its existing debt instruments at or prior to their maturity or obtain additional financing in the future, including to fund aircraft purchase commitments in its leasing business. The ability to obtain such additional financing will depend upon a number of factors, including prevailing market conditions, the operating performance of Chorus, and, in the case of Chorus’ aircraft leasing business, the financial condition and prospects of lessees. There can be no assurance that any such financing will be available to Chorus on favourable terms or at all. If financing is available through the sale of debt, equity or capital properties, the terms of such financing may not be favourable to Chorus. Failure to raise capital when required could have a material adverse effect on Chorus’ business, financial condition and results of operations.

Inability to finance an offer to purchase the Debentures following a Change of Control

If the Corporation experiences a change of control, the Corporation will be required to make an offer to purchase all of the outstanding Debentures for cash in the event of certain transactions that would constitute a Change of Control. Chorus cannot assure holders of Debentures that, if required, it would have sufficient cash or other financial resources at that time or would be able to arrange financing to pay the purchase price of the Debentures in cash. The Corporation’s ability to purchase the Debentures in such an event may be limited by law, by the Indenture, by the terms of other present or future agreements relating to Chorus’ credit facilities and other indebtedness and agreements that Chorus may enter into in the future which may replace, supplement or amend Chorus’ future debt. Chorus’ future credit agreements or other agreements may contain provisions that could prohibit the purchase by the Corporation of the Debentures without the consent of the lenders or other parties thereunder. If the Corporation’s obligation to offer to purchase the Debentures arises at a time when Chorus is prohibited from purchasing or redeeming the Debentures, Chorus could seek the consent of lenders to purchase the Debentures or could attempt to refinance the borrowings that contain this prohibition. If Chorus does not obtain a consent or refinance these borrowings, the Corporation could remain prohibited from purchasing the Debentures. The Corporation’s failure to purchase the Debentures would constitute an Event of Default under

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the Indenture, which might constitute a default under the terms of Chorus’ other indebtedness at that time. See “Description of the Debentures — Change of Control”.

In the event that holders of Debentures holding 90% or more of the Debentures have tendered their Debentures for purchase pursuant to the Change of Control Purchase Offer, the Corporation may redeem the remaining Debentures on the same terms. See “Description of the Debentures — Change of Control”.

Holders of Debentures may not be able to determine when a Change of Control has occurred

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer or other disposition of “all or substantially all” of the properties or assets of Chorus. Although there is a limited body of case law interpreting the phrase “substantially all” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Debentures to require the Corporation to repurchase such Debentures as a result of a sale, transfer, conveyance or other disposition of less than all properties or assets of Chorus to another person or group may be uncertain.

The interests of a majority of holders of Debentures may not align with the interests of other holders of Debentures

The Debentures will be issued in the form of one global debenture registered in the name of CDS. Beneficial holders of the Debentures will have their rights and interests in the Debentures governed by the terms of the Indenture and will be represented by the Debenture Trustee appointed thereunder. The Debenture Trustee will take direction from holders of the Debentures in accordance with the terms of the Indenture, which may require a minimum number of holders of the Debentures to vote on a course of action prior to the implementation thereof. As a result, the Debenture Trustee may take direction from one or more institutional holders of the Debentures to the extent that such holders of the Debentures maintain a significant interest in the Debentures. Such holders of the Debentures may not have the same interests in outcomes as other holders of Debentures.

Alternatively, if the beneficial interest in the Debentures is widely held, the Debenture Trustee may not receive instructions in a timely manner or may not receive instructions at all. In the event the Debenture Trustee is unable to obtain timely instructions from holders of the Debentures, holders of the Debentures may not achieve the outcomes they might have otherwise been able to if the Debenture Trustee had received instructions in a timely manner.

Canadian bankruptcy and insolvency laws may impair enforcement of remedies under the Debentures

The rights of the Debenture Trustee to enforce remedies could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to Chorus. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act (Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and to file a proposal to be voted on by the various classes of its affected creditors. A restructuring proposal, if accepted by the requisite majorities of each affected class of creditors, and if approved by the relevant Canadian court, would be binding on all creditors within each affected class, including those creditors that did not vote to accept the proposal. Moreover, this legislation, in certain instances, permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument, during the period that the stay against proceedings remains in place. The powers of the court under the Bankruptcy and Insolvency Act (Canada), and particularly under the Companies’ Creditors Arrangement Act (Canada), have been interpreted and exercised broadly so as to protect a restructuring entity from actions taken by creditors and other parties. Accordingly, Chorus cannot predict whether payments under the Debentures would be made during any proceedings in bankruptcy, insolvency or other restructuring, whether or when the Debenture Trustee could exercise its rights under the Indenture or whether and to what extent holders of the Debentures would be compensated for any delays in payment, if any, of principal, interest and costs, including the fees and disbursements of the respective trustees.

Redemption prior to maturity

The Debentures will not be redeemable by the Corporation prior to March 31, 2024, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. See “Description of the Debentures—Change of Control”. The Debentures may be redeemed, at the option of the Corporation, in whole or in part at any time on and after March 31, 2024 and prior to March 31, 2025, subject to certain conditions, at a redemption price equal to 104.3125% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. The Debentures may be redeemed, at the option of the Corporation, in whole or in part at any time on and after March 31, 2025 and prior to March 31, 2026, subject to certain conditions, at a redemption price equal to 102.875% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. The Debentures may be redeemed, at the option of the Corporation, in whole or in part at any time on and after March 31, 2026 and prior to the Maturity Date, subject to certain conditions, at a redemption price equal to the principal amount thereof plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. Holders of Debentures should understand that this redemption option may be exercised if Chorus is able to refinance at a lower interest rate or it is otherwise in the interests of Chorus to redeem the Debentures. See “Description of the Debentures — Optional Redemption”.

Holders of Debentures will not have the rights of equity holders unless the Corporation redeems the Debentures by issuing Shares

The Corporation has the right, at its sole discretion, to redeem or repay outstanding principal amounts thereunder at redemption or maturity of the Debentures by issuing additional Shares rather than the payment of cash. If such option is exercised by the Corporation, holders of Debentures will become holders of equity securities of the Corporation and will, consequently, be

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subject to the general risks and uncertainties affecting Shareholders, including the ability to claim an entitlement only in its capacity as a Shareholder.

The price paid for each Debenture may bear no relationship to the price at which the equity issuable on redemption or maturity of the Debentures may trade subsequent to the Offering. Chorus cannot predict at what price the Shares may trade and there can be no assurance that an active trading market for the Shares will be sustained or what prices may be realized upon the sale of Shares.

Changes in tax laws may require tax be withheld from payments to holders of Debentures

The Indenture will not contain a requirement that Chorus increase the amount of interest or other payments to holders of Debentures in the event that Chorus is required to withhold amounts in respect of income or similar taxes on payment of interest or other amounts on the Debentures. Generally, no amount is required to be withheld from such payments to holders of Debentures resident in Canada or in the United States who deal at arm’s length with Chorus, but no assurance can be given that applicable income tax laws or treaties will not be changed in a manner that may require Chorus to withhold amounts in respect of tax payable on such amounts.

No assurance as to the eligibility of the Debentures for certain investments

The Corporation will endeavour to ensure that the Debentures continue to be qualified investments for trusts governed by RRSPs, RRIFs, deferred profit sharing plans (except a deferred profit sharing plan to which Chorus, or an employer that does not deal at arm’s length with Chorus, has made a contribution), RESPs, RDSPs and TFSAs. No assurance can be given in this regard. The Tax Act imposes penalties for the acquisition or holding of non-qualified investments by such plans.

Debentures may be redeemed or repaid for Shares, whose market price is subject to volatility

The Corporation may redeem or repay outstanding principal amounts under the Debentures at redemption or maturity by issuing additional Shares rather than the payment of cash. Additionally, subject to any required regulatory approval, the Corporation will be required to redeem or repay all or a portion of the principal amount and premium, if any, then outstanding under the Debentures by issuing Shares to holders of the Debentures if Chorus would, as a result of a cash payment of principal and premium, if any, fail to maintain certain covenants under the Credit Facilities. The trading prices of equity securities of exchange-listed companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in Canada, North America and globally, and market perceptions of the attractiveness of particular industries. The trading price of the Shares is also likely to be significantly affected by changes from time to time in Chorus’ operating results, financial condition, liquidity and other internal factors.

Shareholders are subject to dilution by future Share issuances

The Corporation may redeem outstanding Debentures (including payment of any premium thereon) or repay outstanding principal amounts thereunder at maturity of the Debentures by issuing additional Shares, or may raise funds in the future through the sale of additional Shares or securities convertible into Shares. The Corporation may also elect to pay interest on the Debentures by delivering Shares to the Debenture Trustee in accordance with the terms of the Indenture, and may be required by the terms of the Credit Facilities to issue Shares to satisfy its redemption, repayment and interest payment obligations under the Indenture if redeeming the Debentures, repaying outstanding principal amounts thereunder or paying interest thereon would cause Chorus to fail to maintain certain covenants under the Credit Facilities. Furthermore, the Corporation may issue additional Shares to the Air Canada Group pursuant to the exercise of their pre-emptive rights under the Investor Rights Agreement. Any such issuances may dilute the interests of holders of Shares and may have a negative impact on the market price of the Shares, including any Shares issued by the Corporation upon redemption or repayment of outstanding principal amounts under the Debentures at redemption or maturity.

The votes attributable to the Variable Voting Shares may fluctuate

Variable Voting Shares will carry one vote per share held, except that the vote attached to each Variable Voting Share may decrease automatically without further act or formality in certain instances. See “Description of the Shares – Variable Voting Shares” in the Base Shelf Prospectus.

Potential acquisition, investment and disposition opportunities

In the normal course, Chorus regularly evaluates and considers, and may be engaged in discussions and negotiations with respect to, potential acquisition, investment, disposition and financing opportunities that it believes should assist it in achieving its business and growth plans, and in connection therewith it may at any time have outstanding non-binding letters of intent or conditional agreements which individually or together may be material. There can be no assurance that any such discussions, negotiations, non-binding letters of intent or conditional agreements will result in a definitive agreement with respect to an acquisition, investment, disposition or financing, and, if they do, what the terms or timing of such would be or that such acquisition, investment, disposition or financing will be completed. If Chorus does complete any such transaction, it cannot assure holders of Chorus’ securities that the transaction will ultimately strengthen Chorus’ financial or operating results, prospects or competitive position. Such transactions may also involve significant commitments of Chorus’ financial and other resources including the completion of additional financings or equity or convertible or non-convertible debt. Any such activity may not be successful in generating revenue, income or other returns to Chorus, and the resources committed to such activities will not be available to Chorus for other purposes.

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Book-Entry System

Unless and until certificated Debentures are issued in exchange for book-entry interests in Debentures, owners of the book-entry interests will not be considered owners or holders of Debentures. Instead, the depository or its nominee will be the sole holder of Debentures. In particular, payments of principal, interest and other amounts owing on or in respect of the Debentures in global form will be made to the Debenture Trustee, which will make payments to CDS. Thereafter, such payments will be credited to CDS participants’ accounts that hold book-entry interests in the Debentures in global form and credited by such participants to indirect participants. Unlike holders of the Debentures themselves, owners of book-entry interests will not have the direct right to act upon Chorus’ solicitations for consents or requests for waivers or other actions from holders of Debentures. Instead, holders of beneficial interests in Debentures will be permitted to act only to the extent such holders have received appropriate proxies to do so from CDS or, if applicable, a participant. There is no assurance that procedures implemented for the granting of such proxies will be sufficient to enable holders of beneficial interests in Debentures to vote on any requested actions on a timely basis.

INTERESTS OF EXPERTS

The matters referred to under “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”, as well as certain other legal matters relating to the issue and sale of the Debentures, will be passed upon on behalf of Chorus by Osler, Hoskin & Harcourt LLP and on behalf of the Underwriters by Bennett Jones LLP. As of the date of this Prospectus Supplement, the partners and associates of Osler, Hoskin & Harcourt LLP, as a group, and partners and associates of Bennett Jones LLP, as a group, each owned, beneficially or of record, less than 1% of the outstanding securities of Chorus and its affiliates and associates.

TRANSFER AGENT, REGISTRAR AND DEBENTURE TRUSTEE

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

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. 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.

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CERTIFICATE OF THE UNDERWRITERS

September 20, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada.

RBC DOMINION SECURITIES INC. CIBC WORLD MARKETS INC. SCOTIA CAPITAL INC.

By: (Signed) By: (Signed) By: (Signed) Kiron Mondal Emilie Bissonnette Michael Mahoney

BMO NESBITT BURNS INC.

By: (Signed) Craig King

TD SECURITIES INC. NATIONAL BANK FINANCIAL INC. By: (Signed) By: (Signed) Paul Barbera Saad Rawra

CORMARK SECURITIES INC.

By: (Signed) Alfred Avanessy

CANACCORD GENUITY CORP.

By: (Signed) Jason Robertson

PARADIGM CAPITAL INC.

By: (Signed) Ian Joseph

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Chorus Aviation Inc. — Capital/Financing Update 2021

46728_rns_2021-09-20_9a3ab61c-ecd3-4740-bfd1-9df974aa750b.PDF

PROSPECTUS SUPPLEMENT