Exchange Income Corporation Announces Bought Deal Financing for Gross Proceeds of $50 Million

WINNIPEG, MANITOBA--(Marketwire - Feb. 14, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Exchange Income Corporation EIF (the "Corporation") announced today that it has entered into an agreement to sell, on a bought deal basis, 2,021,000 common shares (the "Shares") from treasury to a syndicate of underwriters led by National Bank Financial Inc. and CIBC World Markets Inc. The Shares will be offered at a price of $24.75 per Share, for gross proceeds to the Corporation of $50,019,750 (the "Offering"). The net proceeds of the sale of the Shares will be used to pay down debt outstanding under current credit facilities and for general and corporate purposes.

The Corporation has also granted to the underwriters an over-allotment option to purchase 303,150 additional Shares, representing 15% of the size of the offering. The over-allotment option may be exercised until 30 days following the closing of the offering.

Closing of the Offering is expected to occur on or about March 6, 2012. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange of the listing of the Shares, and will be offered in each of the provinces of Canada other than the province of Quebec by way of a short form prospectus.

The Shares have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to applicable exemptions from the registration requirements.

About Exchange Income Corporation

Exchange Income Corporation is a diversified acquisition-oriented company, focused on opportunities in the industrial products and transportation sectors which are ideally suited for public markets except for their size. The strategy of the Corporation is to invest in profitable, well-established companies with strong cash flows operating in niche markets in Canada and/or the United States.

The Corporation is currently operating in two niche business segments: aviation and specialty manufacturing. The aviation segment consists of the operations by Perimeter Aviation, Keewatin Air, Calm Air International, Bearskin Lake Air Service and Custom Helicopters and the specialty manufacturing segment consists of the operations by Jasper Tank, Overlanders Manufacturing, Water Blast Manufacturing, Stainless Fabrication and WesTower Communications. For more information on Exchange Income Corporation, please visit www.exchangeincomecorp.ca.

Additional information relating to the Corporation, including all public filings, is available on SEDAR (www.sedar.com).

Caution Concerning Forward-Looking Statements

This news release of Exchange Income Corporation (the "Corporation") contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). All statements other than statements of historical fact contained herein are forward-looking statements, including, without limitation, statements regarding the results, performance, achievements and developments of the Corporation and/or its subsidiaries. Words such as "believes", "expects", "will", "may", "could", "intends", "projects", "anticipates", "plans", "estimates", "continues" or similar words or the negative thereof are intended to identify forward-looking statements. Forward-looking statements are necessarily based upon a number of expectations or assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are cautioned to not place undue reliance on forward-looking statements which only speak as to the date they are made. Although management believes that the expectations and assumptions underlying such forward-looking statements are reasonable, there can be no assurance that such expectations or assumptions will prove to be correct. A number of factors could cause actual future results, performance, achievements and developments of the Corporation and/or its subsidiaries to differ materially from anticipated results, performance, achievements and developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to:
(i) risks specific to the Corporation, including risks related to the credit facilities of the Corporation, level of economic growth, state of capital markets, management of acquisitions, availability of dividends, volatility of the price of the Corporation's shares, availability of future financing, growth initiatives by the Corporation, interest rates, diversification, capital investment, general economic factors, regulation, investment risk, dilution risk, dependence on key personnel and income tax issues; (ii) risks specific to the Corporation's operating subsidiaries, including risks related to seasonality and cyclicality, restrictions on potential growth of the Corporation's operating subsidiaries, dependence on key personnel, competition, risk of liability, management and operations, general uninsured losses, environmental matters, foreign exchange risk, commodity price risk, raw material exposure, potential conflicts of interest, labour disruptions, labour supply and dependence on information systems and technology; (iii) risks relating to the aviation industry, including fluctuations in operating results, seasonality and cyclicality, contract with the Government of Nunavut, fuel costs, compliance with government regulations, government funding for First Nations health care and aviation accidents; and (iv) risks specifically relating to the specialty manufacturing industry, including supply dependency, contracts with distributors, dependence on sales and marketing organizations, market trends, labour supply and exposure to the Alberta economy and the energy sector.

The foregoing list of factors is not exhaustive of the factors that may affect any of the Corporation's forward-looking statements. Risks and uncertainties regarding the Corporation and its subsidiaries are more fully discussed in the Corporation's filings with Canadian provincial securities regulatory authorities, including its most recent annual information form and management discussion and analysis, copies of which are available on www.sedar.com. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The Corporation does not undertake any obligation to update forward-looking statements.