CHC Group LLC announced the commencement of an exchange offer (the "Exchange Offer") to all Eligible Holders (as defined below), to exchange any and all of the Company's 5% Senior Notes due 2024, co-issued by the Company and CHC Finance Ltd. (the "Existing Notes"), of which $43,722,841 in aggregate principal amount is currently outstanding, for consideration consisting of (i) $650.00 in principal amount of First Lien Non-Revolving Loans (as defined in the Exchange Offering Memorandum) for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn, (ii) $200.00 in principal amount of New Secured Term Loans for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn and (iii) each holder's pro rata share of the Exchange Warrants (as defined in the Exchange Offering Memorandum, such Exchange Warrants, together with the First Lien Non-Revolving Loans and the New Secured Term Loans, the "Exchange Consideration"), on the terms set forth in the Company's confidential Exchange Offering Memorandum, dated September 2, 2021 (the "Exchange Offering Memorandum"). To participate in the Exchange Offer, holders of Existing Notes must (a) be either (i) a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (ii) an institutional accredited investor within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) of the Securities Act or (iii) a person that is not a "U.S. person" within the meaning of Regulation S under the Securities Act and (b) not be a natural person (each such holder, an "Eligible Holder"). In addition, any Eligible Holder that elects to participate in the Exchange Offer will be required to become a lender under the A&R Credit Agreement (as defined below) and the New Secured Term Loan Credit Agreement (as defined below).

Therefore, Eligible Holders electing to participate in the Exchange Offer will be required to complete the joinders, an administrative questionnaire, tax documentation and other requirements of the agents under the A&R Credit Agreement and the New Secured Term Loan Credit Agreement (including "know your customer" and other similar documentation), each as further described in the Exchange Offering Memorandum. Failure to do so will render invalid a tender of Notes by the electing Eligible Holder. The Exchange Offer will expire at 11:59 p.m., New York City time, on September 30, 2021 (the "Expiration Time"), subject to earlier termination, withdrawal or extension by the Company in its sole discretion and subject to applicable law.

Tenders of Existing Notes may be withdrawn at or prior to 11:59 p.m., New York City time, on September 16, 2021, but not thereafter, subject to limited exceptions and applicable law. The New First Lien Non-Revolving Loans will be governed by the Amended and Restated Credit Agreement, dated as of August 31, 2021, among the Company, the borrowers party thereto, the lenders party thereto and HSB Bank plc, as administrative agent and collateral agent (the "A&R Credit Agreement"). The New Secured Term Loans will be governed by the New Secured Term Loan Credit Agreement, dated as of August 31, 2021, among the Company, the borrowers party thereto, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the "New Secured Term Loan Credit Agreement").

The Exchange Warrants will be governed by the Warrant Agreement, dated as of August 31, 2021 (the "Warrant Agreement"), among the Company, Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as warrant agent. The Company expects to settle the Exchange Offer promptly after the Expiration Time. Accrued and unpaid interest on Existing Notes validly tendered and accepted for exchange in the Exchange Offer will be paid in cash to, but not including, the settlement date of the Exchange Offer.

The Exchange Offer is subject to the general conditions set forth in the Exchange Offering Memorandum. The Exchange Offer is not conditioned upon any minimum amount of Existing Notes being tendered. The conditions precedent are for the sole benefit of the Company and may be amended or waived, in whole or in part, at any time, in the sole and absolute discretion of the Company, subject to applicable law.

The Company has retained Odeon Capital Group LLC to act as the dealer manager (the "Dealer Manager") for the Exchange Offer. Kurtzman Carson Consultants LLC will act as the exchange agent for the Exchange Offer (the "Exchange Agent").