Discovery Air Announces Debentureholder Approval of Debenture Amendments

TORONTO, Nov. 27, 2014 /CNW/ - Discovery Air Inc. ("Discovery Air" or the "Company") (TSX: DA-A) is pleased to announce that the holders of its 8.375% Convertible Unsecured Subordinated Debentures due June 30, 2016 (the "Debentures") have approved the proposed amendments to the Debentures (the "Debenture Amendments") at a special meeting of debentureholders held today. As a result:

a)	the definition of "change of control" in the Debenture indenture will be changed to allow for the Company's largest shareholder, Clairvest Group Inc., to increase its equity interest above 50% without requiring the Company to repurchase the Debentures; and
b)	the maturity date of the Debentures will be extended from June 30, 2016 to June 30, 2018, which extension is subject to the Company completing, prior to June 29, 2016, an equity offering of the Company's Class A common shares and/or Class B variable voting shares for a minimum aggregate net proceeds of $5,000,000.

"The successful passage of the Debenture Amendments marks an important milestone in Discovery Air's previously announced new strategy" said Jacob (Koby) Shavit, Chief Executive Office of Discovery Air. "The overwhelming support of our debentureholders means that our investors are clearly behind our strategy and management's ability to execute on it.  These Debenture Amendments will allow for increased financial flexibility across our balance sheet to access the additional capital needed to exploit our unique expertise and potential."

Following the meeting, the Company executed a supplemental indenture to the Debentures implementing the Debenture Amendments.

ABOUT DISCOVERY AIR INC. AND ITS SUBSIDIARIES:

Discovery Air is a Canadian specialty aviation company operating over 160 aircraft and employing 850 team members in every region of Canada. Its subsidiaries provide contracted air training services, helicopter operations, medevac equipped aircraft 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. 

CAUTION REGARDING FORWARD-LOOKING STATEMENTS:

Forward-looking information and statements are included in this release.  Please refer to the statement regarding forward-looking statements contained in the Corporation's MD&A for the quarter ended July 31, 2014, which are incorporated herein by reference.  That statement provides an explanation as to what forward-looking statements are, and the specific factors, uncertainties and potential events that the Corporation has identified for the attention of readers.  When relying on forward-looking information and statements to make decisions, investors and others should carefully consider these factors and other uncertainties and potential events.

The Corporation's Class A common voting shares and unsecured convertible debentures trade on the Toronto Stock Exchange under the symbols DA.A and DA.DB.A, respectively.

SOURCE: Discovery Air Inc.

Sheila Venman, [email protected], [phone]