Discovery Air Announces Completion of Rights Offering

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TORONTO, April 29, 2014 /CNW/ - Discovery Air Inc. (DA.A) ("Discovery Air" or the "Corporation") announced today the completion of its rights offering (the "Offering") which was first announced on February 24, 2014.  A total of 1,952,009 Class A common voting shares (the "Class A Shares") and no Class B common variable voting shares (the "Class B Shares", and together with the Class A Shares, the "Common Shares") were subscribed for at a price of $0.86 per Class A Share for gross proceeds of $1,678,727.74.

Clairvest Group Inc. ("Clairvest") has agreed, subject to certain conditions, to purchase from the Corporation such number of Common Shares that were available to be purchased, but were not otherwise subscribed for under the Offering, up to a predetermined cap.  Based on the number of Common Shares subscribed for under the Offering, it is expected that Clairvest and/or certain of its funds and co-investors will subscribe for a further 15,489,851 Common Shares on or before May 5, 2014 in accordance with the terms of the standby purchase agreement between Clairvest and the Corporation (the "Standby Purchase Agreement"). Since the Corporation expects to raise gross proceeds of $15,000,000 from the sale of Common Shares pursuant to the Offering and the Standby Purchase Agreement, the Corporation will not require a secured, subordinated loan from Clairvest as contemplated in the Corporation's short form prospectus for the Offering dated March 21, 2014 (the "Prospectus").  A copy of the Standby Purchase Agreement and the Prospectus can be found on SEDAR at www.sedar.com.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws of such jurisdiction.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This news release includes forward-looking statements (as defined in applicable securities laws) regarding Discovery Air and/or its subsidiaries. Forward-looking statements by definition are based on assumptions and, as a result, are subject to risks and uncertainties. As a result of such risks and uncertainties, actual results may differ materially from those discussed in forward looking statements, and readers should not place undue reliance on such statements.

With respect to the matters described in this news release, specific risks include the risk that the conditions precedent to Clairvest's purchase of Common Shares pursuant to the Standby Purchase Agreement are not satisfied.

Forward-looking statements represent expectations as of the date they are made, and Discovery Air disclaims any intention or obligation to update or revise any forward-looking statements it may make, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

ABOUT DISCOVERY AIR AND ITS SUBSIDIARIES

Discovery Air is a Canadian specialty aviation company operating over 160 aircraft with approximately 850 team members. Its subsidiaries provide airborne training to the Canadian military, helicopter operations, air ambulance services, airborne fire services, fixed-wing air charter services, expediting and logistics support, and a range of maintenance, repair, overhaul, modification, engineering and certification services.

Discovery Air's Class A common voting shares and unsecured convertible debentures trade on the Toronto Stock Exchange (symbols DA.A and DA.DB.A, respectively).

SOURCE: Discovery Air Inc.

Sheila Venman, Investor Relations, [email protected], [phone]