Exchange Income Corporation Announces Renewal of Normal Course Issuer Bid for Common Shares and Debentures

Exchange Income Corporation (“EIC” or the “Corporation”) (TSX: EIF) today announced that the Toronto Stock Exchange (“TSX”) has approved the renewal of EIC’s normal course issuer bid for the common shares of EIC (“Common Shares”) and certain series of debentures of EIC (collectively, the “NCIB”). Pursuant to the NCIB, EIC can purchase up to an aggregate of 3,580,512 Common Shares; $8,050,000 principal amount of 7 year 5.35% convertible unsecured subordinated debentures of EIC (“Debentures (June 2018)”); $8,625,000 principal amount of 7 year 5.75% convertible unsecured subordinated debentures of EIC (“Debentures (March 2019)”); $14,375,000 principal amount of 7 year 5.25% convertible unsecured subordinated debentures of EIC (“Debentures (July 2021)”); and $11,500,000 principal amount of 7 year 5.25% convertible unsecured subordinated debentures of EIC (“Debentures (December 2021)”) (collectively, the “Securities”), representing 10% of the public float of each series of Securities as at February 14, 2022.

Purchases of Securities pursuant the NCIB may be made through the facilities of the TSX commencing on March 1, 2022 and ending on February 28, 2023, or an earlier date in the event that EIC purchases the maximum number of each of the Securities available under the NCIB. EIC will pay the market price at the time of acquisition for any Securities purchased through the facilities of the TSX. All Securities acquired directly by EIC under the NCIB will be cancelled.

As at February 14, 2022, there were 38,768,991 Common Shares, $80,500,000 principal amount of Debentures (June 2018), $86,250,000 principal amount of Debentures (March 2019), $143,750,000 principal amount of Debentures (July 2021), and $115,000,000 principal amount of Debentures (December 2021) issued and outstanding. The average daily trading volume of the Securities, other than the Debentures (December 2021), for the six month period ended January 31, 2022 was 80,716 Common Shares; $28,376 principal amount of Debentures (June 2018); $45,080 principal amount of Debentures (March 2019) and $278,764 principal amount of Debentures (July 2021). The average daily trading volume of the Debentures (December 2021) from December 6, 2021, the date of issuance, to January 31, 2022 was $238,078.

Daily purchases will be limited to 20,179 Common Shares; $7,094 principal amount of Debentures (June 2018); $11,270 principal amount of Debentures (March 2019); $69,691 principal amount of Debentures (July 2021) and $59,519 principal amount of Debentures (December 2021), other than block purchase exceptions.

Pursuant to a previous notice of intention to conduct a normal course issuer bid, under which the Corporation sought and received approval from the TSX to purchase up to 3,253,765 Common Shares $6,897,500 principal amount of 7 year 5.25% convertible unsecured subordinated debentures of EIC (“Debentures (June 2016)”), $10,000,000 principal amount of 5 year 5.25% convertible unsecured subordinated debentures of EIC (“Debentures (December 2017)”), $8,050,000 principal amount of Debentures (June 2018) and $8,625,000 principal amount of Debentures (March 2019) for the period of February 24, 2021 to February 23, 2022, the Corporation has not purchased any securities.

The Debentures (June 2016) and Debentures (December 2017) have been fully redeemed as previously announced by the Corporation.

EIC sought approval of the NCIB because it believes that, from time to time, the market price of the Securities may not fully reflect the value of the Securities. EIC believes that, in such circumstances, the purchase of the Securities represents an accretive use of capital.

About Exchange Income Corporation

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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Mike Pyle
Chief Executive Officer
Exchange Income Corporation
(204) 982-1850
[email protected]

Pam Plaster
Vice President, Investor Development
Exchange Income Corporation
(204) 953-1314
[email protected]