CAE announces pricing of marketed public offering

Price to the public of US$27.50 per share for gross proceeds of US$250 million, with 15% Over Allotment Option
Use of proceeds to partly fund the previously announced acquisition of L3Harris Technologies' Military Training business

CAE Inc. ("CAE" or the "Corporation") today announced the pricing of its previously announced underwritten marketed public offering of common shares in the United States and Canada (the "Offering"). The Offering is comprised of 9,090,909 common shares at a price to the public of US$27.50 per share.

The Offering is being conducted through a syndicate of underwriters led by Goldman Sachs & Co. LLC, TD Securities Inc., RBC Capital Markets, and Scotia Capital (USA) Inc. as joint bookrunners (collectively, the "Underwriters").

CAE has also granted the Underwriters an option to purchase up to 1,363,636 additional common shares, representing in the aggregate 15% of the number of common shares to be sold pursuant to the Offering, solely to cover the Underwriters' over-allocation position, if any, and for market stabilization purposes. The option is exercisable by the Underwriters for a period of 30 days following the closing of the Offering.

CAE intends to use the net proceeds of the Offering to finance a portion of the purchase price and related costs of its previously announced acquisition of L3Harris Technologies' Military Training business (the "Acquisition"). CAE expects to fund the balance of the purchase price and related costs of the Acquisition with the net proceeds from its previously completed private placements of C$700 million (approximately US$550 million) aggregate amount of subscription receipts to two institutional investors, and from currently available liquidities, including cash on hand and/or advances or drawdowns under one or more of its senior credit facilities or other debt financing. Pending their use, CAE intends to invest the net proceeds from the Offering in short-term, investment grade, interest bearing instruments or hold them as cash or cash equivalents, and repay a portion of the indebtedness outstanding under one of more of its senior credit facilities. The Offering is not contingent on the closing of the Acquisition. If for any reason the Acquisition does not close, CAE intends to use the net proceeds from the Offering for general corporate purposes, which may include the financing of future potential acquisition and growth opportunities.

In connection with the Offering, CAE filed the preliminary prospectus supplement, and will file a final prospectus supplement, to its short form base shelf prospectus dated November 19, 2020 with the securities regulatory authorities in each of the provinces of Canada. The preliminary prospectus supplement has also been filed, and the final prospectus supplement will be filed, with the U.S. Securities and Exchange Commission (the "SEC") as part of CAE's registration statement on Form F-10 in accordance with the multi-jurisdictional disclosure system established between Canada and the United States.

Closing of the Offering is subject to customary closing conditions, including the approvals of the Toronto Stock Exchange and the New York Stock Exchange, and is expected to occur on March 12, 2021.

The Offering is being made in Canada only by means of the short form base shelf prospectus and the prospectus supplement and in the United States only by means of CAE's registration statement. Such documents contain important information about the Offering. A copy of the Canadian prospectus supplement and short form base shelf prospectus can be found on SEDAR at www.sedar.com, and a copy of the U.S. prospectus supplement and the registration statement can be found on EDGAR at www.sec.gov. Copies of the prospectus supplements and the short form base shelf prospectus may also be obtained from any of the following sources: Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Prospectus Department (866-471-2526); TD Securities Inc., Attention: Symcor, NPM (tel: 289-360-2009, email: sdcconfirms@td.com), 1625 Tech Avenue, Mississauga ON L4W 5P5 and in the United States from TD Securities (USA) LLC (email: sdcconfirms@td.com), 1 Vanderbilt Avenue, New York, NY 10017 c/o: Equity Capital Markets; RBC Dominion Securities Inc., Attention: Distribution Centre, 180 Wellington Street West, 8th Floor, Toronto, Ontario M5J 0C2, or by telephone at 1-416-842-5349, or by email at Distribution.RBCDS@rbccm.com and in the United States from RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY10281, or by telephone at 1-877-822-4089, or by email at equityprospectus@rbccm.com; and Scotia Capital Inc., Attention: Equity Capital Markets, Scotia Plaza, 62nd Floor, 40 King Street West, Toronto, Ontario M5H 3Y2, or by telephone at 1-416-863-7704 or by email at equityprospectus@scotiabank.com and in the United States from Scotia Capital (USA) Inc., Attention: Equity Capital Markets, 250 Vesey Street, 24th Floor, New York, New York, 10281, or by telephone at 1-212-225-6853 or by email at equityprospectus@scotiabank.com. The content of any referenced websites and other electronic links is not incorporated by reference herein or in any report or document filed with the SEC.

Prospective investors should read the prospectus supplements, the short form base shelf prospectus, the registration statement and the documents incorporated by reference therein before investing in the common shares.

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy the common shares, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.