Air Canada - Notice Announcing the Extension of the Exchange Offering

Air Canada (the “Company”) announced that it
has extended the expiration date of its offer to exchange up to US$300,000,000
aggregate principal amount of 10.25% Senior Notes due March 15, 2011 (the
“Dollar Notes”) and (Euro)100,000,000 aggregate principal amount of 10.25%
Senior Notes due March 15, 2011 (the “Euro Notes”, and together with the
Dollar Notes, “Exchange Notes”) for any and all outstanding unregistered
US$300,000,000 aggregate principal amount of 10.25% Senior Notes due
March 15, 2011 and (Euro)100,000,000 aggregate principal amount of 10.25%
Senior Notes due March 15, 2011 (“Original Notes”).
The exchange offer will now expire on 5:00 p.m. New York City time on
June 22, 2001, in connection with the Dollar Notes and at 5:00 p.m. London
time on June 22, 2001, in connection with the Euro Notes, unless extended
further. As of the close of business in New York City and London on June 8,
2001, the original expiration date, the Company was advised by the dollar and
Euro exchange agents for the exchange offer that an aggregate of
US$298,932,000 and (Euro)79,769,000 of Original Notes, respectively, had been
tendered in exchange for an equivalent amount of Exchange Notes.

The terms of the Exchange Notes are identical in all material respects to
the Original Notes, except that the Exchange Notes have been registered under
the U.S. Securities Act of 1933, as amended.

The Original Notes are comprised of Regulation S Euro Notes, Restricted
Euro Notes, Regulation S Dollar Notes and Restricted Dollar Notes. The
Regulation S Euro Notes and the Restricted Euro Notes have been accepted for
clearance by Euroclear and Clearstream under the common codes 012621248 and
012621264 and the ISINs are XS0126212488 and XS0126212645, respectively. The
Regulation S Dollar Notes and the Restricted Dollar Notes have been accepted
for clearance by Euroclear and Clearstream under the common codes 012640811
and 012640803, the ISINs are USC01026AR16 and US008911AH28, and the CUSIP
numbers are C01026AR1 and 008911AH2, respectively.

This announcement is neither an offer to exchange nor a solicitation of
an offer to exchange any securities.
The Exchange Notes have not been and will not be qualified for public
distribution under the securities laws of any province or territory of Canada.
The Exchange Notes are not being offered for sale and may not be offered or
sold, directly or indirectly, in Canada or to any resident thereof except in
accordance with the securities laws of the provinces and territories of
Canada.

For more information in connection with the Dollar Notes, contact the
Dollar exchange agent, The Bank of Nova Scotia Trust Company of New York, One
Liberty Plaza, 23rd Floor, New York, N.Y. 10006 (tel. (212) 225-5427,
facsimile (212) 225-5436). For more information in connection with the Euro
Notes, contact the Euro exchange agent, The Bank of New York, 30 Cannon
Street, London EC4M 6XH England (tel. 44-207-964-6513, facsimile 44-207-964-
6369).

ADVERTISEMENT

Documents in connection with the exchange offer are available at the
principal office of Air Canada, 7373 C™te Vertu boulevard West, Saint-Laurent,
Qu├ębec, H4Y 1H4, Attention: Secretary. Services in connection with the
exchange offer will be available through the Bank of Nova Scotia Trust Company
of New York, the dollar exchange agent, The Bank of New York, the Euro
exchange agent, and Kredietbank S.A. Luxembourgeoise, the listing agent,
including the exchange of Original Notes for Exchange Notes.

——-