Clarification by Transat A.T. Inc. following injunction application by Financière Outremont Inc.

MONTREAL, June 27, 2025 /CNW/ - Transat A.T. Inc. ("Transat" or the "Corporation") announces that on June 27, 2025, it was served with an application for an interlocutory injunction and permanent injunction (the "Injunction Application") from Financière Outremont Inc. ("Financière Outremont"), a company controlled by Mr. Pierre Karl Péladeau, in connection with the announcement of the agreement in principle published on June 5, 2025, with Canada Enterprise Emergency Funding Corporation ("CEEFC") regarding the restructuring of the debt incurred by Transat under the Large Employer Emergency Funding Facility (LEEFF) program managed by CEEFC during the COVID-19 pandemic (the "Transaction").

Since the announcement of the agreement in principle, the Corporation's share price has increased from $1.64 at market close on June 4, 2025, to $2.83 at market close on June 27, 2025, representing a 72% increase.

As a reminder, upon completion of the Transaction, the outstanding debt with CEEFC will be written-off by nearly 50%, from $772M as at March 31, 2025, to $334M as follows:

• Repayment of $41.4M in cash to CEEFC
• Credit facilities reduced to a single credit facility of $175M
• Issuance to CEEFC of a $158,735,045 debenture maturing in 10 years
• Issuance to CEEFC of non-voting preferred shares convertible into Class B Voting Shares valued at $16,264,955 (the "Preferred Shares")
• Extension of the expiry of the 13,000,000 existing warrants (the "Warrants") to April 29, 2035

At no time will the exercise of Warrants or conversion of Preferred Shares result in CEEFC beneficially owning more than 19.9% of the common shares, and therefore, CEEFC will not exert control over the Corporation.

The Injunction Application by Financière Outremont aims in particular to prevent the closing of the Transaction, beneficial for the Corporation, unless the Corporation obtains shareholder approval, which the Corporation deems not required.

In this regard, the Corporation reiterates that it has rightfully relied on the formal valuation and minority approval exemptions contained in sections 5.5(g) and 5.7(1)(e) of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions, given that the Transaction significantly strengthens the financial position of the issuer, which was becoming extremely precarious due to the size of its debt, as repeatedly disclosed in the Corporation's public filings.

The Corporation believes the allegations made by Financière Outremont are unfounded and intends to contest them vigorously and seek dismissal of the Injunction Application. This application does not affect the Corporation's operations.

The Corporation recalls that the announced Transaction is the result of discussions initiated over 18 months ago with CEEFC and the review of a range of alternatives conducted through a robust process with the assistance of a special advisory committee of the Board of Directors composed solely of independent directors, with a view to establishing an optimal long-term capital structure for the Corporation. The Transaction was unanimously approved by the Board of Directors on the recommendation of the special committee, which completed its work with the assistance of external financial and legal advisors. The usual conditional approval of the Toronto Stock Exchange was obtained regarding the Preferred Shares component. The Transaction is subject to the finalization of definitive agreements.

The Corporation does not intend to comment further on the Injunction Application out of respect for the ongoing judicial process unless circumstances warrant otherwise.

For more details on the Transaction, please refer to the press release issued by the Corporation on June 5, 2025, available on SEDAR+ at www.sedarplus.ca.

Caution Regarding Forward-Looking Information

This news release contains certain forward-looking statements with respect to the Corporation. These forward-looking statements are identified by the use of terms and phrases such as "anticipate" "believe" "could" "estimate" "expect" "intend" "may" "plan" "potential" "predict" "project" "will" "would", the negative of these terms and similar terminology, including references to assumptions. All such statements are made pursuant to applicable Canadian securities legislation. Such statements may involve but are not limited to comments with respect to strategies, expectations, planned operations or future actions. Forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated by these forward-looking statements.

The forward-looking statements may differ materially from actual results for a number of reasons, including without limitation, economic conditions, changes in demand due to the seasonal nature of the business, extreme weather conditions, climatic or geological disasters, war, political instability, measures taken, planned or contemplated by governments regarding the imposition of tariffs on exports and imports, real or perceived terrorism, outbreaks of epidemics or disease, consumer preferences and consumer habits, consumers' perceptions of the safety of destination services and aviation safety, demographic trends, disruptions to the air traffic control system, the cost of protective, safety and environmental measures, competition, maintain and grow its reputation and brand, the availability of funding in the future, the Corporation's ability to repay its debt from internally generated funds or otherwise, the Corporation's ability to adequately mitigate the Pratt & Whitney GTF engine issues, fluctuations in fuel prices and exchange rates and interest rates, the Corporation's dependence on key suppliers, the availability and fluctuation of costs related to our aircraft, information technology and telecommunications, cybersecurity risks, changes in legislation, regulatory developments or procedures, pending litigation and third-party lawsuits, the ability to reduce operating costs through the Elevation program initiatives, among other things, the Corporation's ability to attract and retain skilled resources, labour relations, collective bargaining and labour disputes, pension issues, maintaining insurance coverage at favourable levels and conditions and at an acceptable cost, and other risks detailed in the Risks and Uncertainties section of the MD&A included in our 2024 Annual Report.

The reader is cautioned that the foregoing list of factors is not exhaustive of the factors that may affect any of the Corporation's forward-looking statements. The reader is also cautioned to consider these and other factors carefully and not to place undue reliance on forward-looking statements.

The Corporation considers that the assumptions on which these forward-looking statements are based are reasonable.

These statements reflect current expectations regarding future events and operating performance, speak only as of the date this news release is issued, and represent the Corporation's expectations as of that date. For additional information with respect to these and other factors, see the MD&A for the quarter ended April 30, 2025 filed with the Canadian securities commissions and available on SEDAR+ at www.sedarplus.ca. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable securities legislation.

About Transat A.T. Inc.

Founded in Montreal 37 years ago, Transat has achieved worldwide recognition as a provider of leisure travel particularly as an airline under the Air Transat brand. Voted 2025 World's Best Leisure Airline by passengers at the Skytrax World Airline Awards, it flies to international destinations. Air Transat's fleet includes some of the most energy-efficient aircraft in their category. (TSX: TRZ) www.transat.com 

Media:
Alex-Anne Carrier
Senior Advisor, Communications and Public Affairs
[email protected]

Media site: www.transat.com/en-CA/corporate/media

Financial analysts:
Jean-François Pruneau
Chief Financial Officer
[email protected]

SOURCE Transat A.T. Inc.