Discovery Air Announces Filing of Final Short Form Prospectus for Rights Offering

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TORONTO, March 21, 2014 /CNW/ - Discovery Air Inc. (DA.A) ("Discovery Air" or the "Corporation") today announced that it has filed a final short form prospectus (the "Prospectus") in each of the provinces and territories in Canada in connection with its previously announced rights offering for gross proceeds of approximately $15,000,000 (the "Offering").

Under the terms of the Offering, shareholders of Discovery Air in the provinces and territories of Canada as of the close of business on the record date of April 1, 2014 (the "Record Date") will be entitled to receive one right ("Right") for each Class A common voting share of the Corporation ("Class A Share") and each Class B common variable voting share of the Corporation ("Class B Share", and together with the Class A Shares, the "Common Shares") held. The Rights will entitle holders thereof to subscribe for and purchase from Discovery Air an aggregate of up to 17,441,860 Common Shares. Every 0.83 Right will entitle the holder thereof to subscribe for one Common Share at the subscription price of $0.86 on or before 12:00 p.m. (Toronto time) on April 28, 2014. A copy of the Prospectus can be found on SEDAR at www.sedar.com.

As previously disclosed, Clairvest Group Inc. has agreed, subject to certain conditions, to purchase from the Corporation such number of Common Shares that are available to be purchased, but not otherwise subscribed for under the Offering, up to a predetermined cap (as further described in the Prospectus) (the "Standby Commitment").

Holders of Common Shares that fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, that were not subscribed for by other Rights holders. The Rights will be exercisable for at least 21 days following the date of mailing of the Prospectus. A copy of the Prospectus will be mailed to holders of Common Shares following the Record Date.

This Toronto Stock Exchange (the "TSX") has conditionally approved the posting of the Rights on the TSX as well as the Common Shares issuable upon the exercise of the Rights and pursuant to the Standby Commitment.

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 all regulatory approvals required to complete the Offering are not obtained and/or that the conditions precedent to Clairvest Group Inc.'s purchase of Common Shares that are available to be purchased but not otherwise subscribed for under the Offering 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]
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