Exchange Income Corporation Announces $100 Million Bought Deal Offering of Common Shares

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WINNIPEG, Manitoba, Aug. 15, 2022 (GLOBE NEWSWIRE) — Exchange Income Corporation (TSX:EIF) (“EIC” or the “Corporation”) is pleased to announce that it has entered into an agreement to sell, on a bought deal basis, 2,054,000 common shares (the “Shares”) from treasury to a syndicate of underwriters (the “Underwriters”) co-led by National Bank Financial Inc. and CIBC Capital Markets. The Shares will be offered at a price of $48.70 per Share (the “Offering Price”), for gross proceeds to the Corporation of approximately $100,029,800 (the “Offering”).

Earlier this year the Corporation closed on its largest acquisition to date, and we are examining multiple accretive acquisition opportunities. Accordingly, the Corporation wishes to be able to move quickly to take advantage of these opportunities should the situation warrant. As such, the net proceeds of the Offering will initially be utilized to pay down funded debt, until required for future acquisitions or growth opportunities.

The Corporation has also granted the Underwriters an option to purchase up to an additional 308,100 Shares, representing 15% of the size of the Offering (the “Over-Allotment Option”), on the same terms and conditions, exercisable at anytime, in whole or in part, up to 30 days after the closing of the Offering. If the Over-Allotment Option is exercised in full, the Corporation will receive additional gross proceeds of $15,004,470, for aggregate gross proceeds from the Offering of $115,034,270.

“The successful completion of the Offering will further strengthen our balance sheet, affording us with maximum financial flexibility to continue pursuing our strategic ambitions and strong pipeline of acquisition opportunities,” said Mike Pyle, CEO of Exchange Income Corporation. “The acquisitions we made recently have performed extremely well, while making solid contributions to our earnings already.”

Closing of the Offering is expected to occur on or about September 2, 2022. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange of the listing of the Shares, and will be offered in each of the provinces of Canada by way of a short form prospectus.

The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a United States person, except pursuant to applicable exemptions from the registration requirements.

About Exchange Income Corporation:

Exchange Income Corporation is a diversified acquisition-oriented company, focused in two sectors: aerospace & aviation services and equipment, and manufacturing. The Corporation uses a disciplined acquisition strategy to identify already profitable, well-established companies that have strong management teams, generate steady cash flow, operate in niche markets and have opportunities for organic growth. For more information on the 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

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, COVID-19 and pandemic related risks, the dependence of Exchange Income 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, restrictions on potential future growth, the risk of shareholder liability, 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. Except as required by Canadian Securities Law, Exchange does not undertake to update any forward-looking statements; such statements speak only as of the date made. 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.

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