Exchange Income Corporation Announces Closing of Offering for Gross Proceeds of $57.5 Million

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

WINNIPEG, March 6, 2012 /CNW/ - Exchange Income Corporation (TSX:EIF) (the "Corporation") announced today that it has closed its previously announced bought deal offering (the "Offering") of common shares of the Corporation (the "Shares"), including the Shares issued pursuant to the related over-allotment option which was exercised in full, and has issued a total of 2,324,150 Shares at a price of $24.75 per Share for gross proceeds of $57,522,712.50.

The syndicate of underwriters was co-led by National Bank Financial Inc. and CIBC World Markets Inc., and also included TD Securities Inc., Laurentian Bank Securities Inc., Raymond James Ltd., Scotia Capital Inc., Canaccord Genuity Corp., and Stonecap Securities Inc.

The Corporation intends to use the net proceeds of the Offering to pay down debt outstanding under its current credit facilities and for general and corporate purposes.

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 of Calm Air International LP, Keewatin Air LP, Perimeter Aviation LP, Bearskin Lake Air Service LP, 4873999 Manitoba Ltd., 7078650 Canada Ltd., 7328010 Canada Ltd., and Custom Helicopters Ltd. and the specialty manufacturing segment consists of the operations of Water Blast Manufacturing LP, Jasper Tank (a division of Water Blast Manufacturing LP), Overlanders Manufacturing LP, Stainless Fabrication Inc., WesTower Communications Ltd., and WesTower Communications Inc.  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.

Mike Pyle
President & CEO
Exchange Income Corporation
Phone: [phone]
[email protected]

Joe Racanelli
Investor Relations
The Equicom Group Inc.
Phone: [phone] Ext. 243 
[email protected]