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.