Exchange Income Corporation Announces $40,000,000 Bought Deal Financing of 6.00% Convertible Unsecured Subordinated Debentures

Exchange Income Corporation (TSX:EIF) (the “Corporation”) announced today that it has reached an agreement with a syndicate of underwriters co-led by National Bank Financial Inc., CIBC World Markets Inc. and Laurentian Bank Securities Inc. and including Raymond James Ltd., Scotia Capital Inc., TD Securities Inc., Canaccord Genuity Corp., AltaCorp Capital Inc., and Stonecap Securities Inc. (the “Underwriters”), pursuant to which the Corporation will issue on a “bought deal” basis, subject to regulatory approval, $40,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the “Debentures”) at a price of $1,000 per principal amount of Debentures (the “Offering”). The Corporation has granted to the Underwriters an over-allotment option to purchase up to an additional $6,000,000 aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments. The Corporation intends to use the net proceeds from the Offering to reduce indebtedness and for general corporate purposes.

The Debentures will bear interest from the date of closing at 6.00% per annum, payable semiannually in arrears on September 30 and March 31 each year commencing March 31, 2014. The Debentures will each have a maturity date of March 31, 2021 (the “Maturity Date”).

The Debentures will be convertible at the holder’s option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Debentures into common shares of the Corporation (“Common Shares”) at a conversion price of approximately $31.70 per Common Share, being a conversion rate of 31.5457 Common Shares for each $1,000 principal amount of Debentures, subject to adjustment as provided in the indenture governing the Debentures.

Closing of the Offering is expected to occur on or about February 11, 2014. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange of the listing of the Debentures and the Common Shares to be issued upon conversion of the Debentures. The Debentures will be offered in each of the provinces of Canada other than the province of Quebec by way of a short form prospectus, and by way of private placement in the United States to Qualified Institutional Buyers pursuant to Rule 144A.