Exchange Income Corporation announces receipt of conditional approval for
listing of warrants

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES . ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./

WINNIPEG , Feb. 3 /CNW/ - Exchange Income Corporation (TSX:EIF.UN) (the "Corporation") announced today that it has received the conditional approval of the Toronto Stock Exchange (the "TSX") to list its common share purchase warrants (the "Warrants") issued on June 22, 2009 and expiring on June 22, 2011 on the TSX. The Warrants were originally issued by the predecessor of the Corporation, Exchange Industrial Income Fund (the "Fund"), and initially entitled the holder to exercise into trust units of the Fund. However, as a result of the conversion of the Fund to the Corporation, the Warrants are now an obligation of the Corporation and each Warrant entitles the holder thereof to purchase one common share of the Corporation at a price of $10.00 until June 22, 2011 . The TSX has granted its conditional approval for the listing of the Warrants, subject to the satisfaction of certain conditions by the Corporation, including the exchange of the existing Warrant certificates for new certificates.

About Exchange Income Corporation

Exchange Income Corporation is a diversified, acquisition-oriented corporation, 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 Perimeter Aviation LP, Keewatin Air LP and Calm Air International LP and the specialty manufacturing segment consists of Jasper Tank Ltd., Overlanders Manufacturing LP, Water Blast Manufacturing LP, and Stainless Fabrication, Inc. For more information on Exchange Income Corporation, please visit www.exchangeincomecorp.ca.

Caution Concerning Forward-Looking Statements

The statements contained in this news release that are forward-looking are based on current expectations and are subject to a number of uncertainties and risks, and actual results may differ materially. These uncertainties and risks include, but are not limited to, the dependence of the Corporation on the operations and assets currently owned by it, the degree to which its subsidiaries are leveraged, the fact that cash distributions are not guaranteed and will fluctuate with the Corporation's financial performance, dilution, competitive pressures (including price competition), changes in market activity, the cyclicality of the industries, seasonality of the businesses, poor weather conditions, and foreign currency fluctuations, legal proceedings, commodity prices and raw material exposure, dependence on key personnel, and environmental, health and safety and other regulatory requirements. Further information about these and other risks and uncertainties can be found in the disclosure documents filed by Exchange Income Corporation with the securities regulatory authorities, available at www.sedar.com.

The Toronto Stock Exchange has neither approved nor disapproved the contents of this press release.

For further information: Mike Pyle, President and CEO, Exchange Income Corporation, [phone], [email protected]; Alice Dunning, Investor Relations, The Equicom Group Inc., [phone] or 1-800-385-5451 ext. 255, [email protected]