Discovery Air Inc. Files Management Information Circular for Proposed Sale of Fire Services Business

TORONTO, ONTARIO--(Marketwired - Oct. 24, 2016) - Discovery Air Inc. ("Discovery Air" or the "Company") (TSX:DA.A), announced that it has filed its Management Information Circular (the "Circular") related to its previously announced agreement to sell its fire services business (the "DAFS Disposition") operated by its wholly-owned subsidiary, Discovery Air Fire Services Inc. ("DAFS"). A special meeting of shareholders (the "Meeting") of the Company is scheduled for Tuesday, November 15, 2016, at 10:00 a.m. (Eastern time) at the Company's head office at 170 Attwell Drive, Suite 370, Toronto, Ontario, M9W 5Z5.

The special independent committee of the board of directors of the Company formed in connection with the DAFS Disposition and all non-interested members of the board of directors of the Company unanimously recommend that Company shareholders vote FOR the transaction resolution approving the DAFS Disposition for the reasons set out in the Circular including, but not limited to:

The consideration to be received by the Company for the DAFS Disposition is fair, from a financial point of view, to the Company and its minority shareholders, based on a third party fairness opinion and is within the formal valuation range.

• The Company received a formal valuation and fairness opinion from Capital Canada Limited ("Capital Canada") dated September 7, 2016 (the "Formal Valuation and Fairness Opinion"), that the consideration to be received by the Company pursuant to the DAFS Disposition (the "Consideration") is fair, from a financial point of view, to the Company and its minority shareholders. The Consideration is also within the valuation range established by such Formal Valuation and Fairness Opinion.

Proceeds from the DAFS Disposition will allow the Company to pay-down debt and to focus on its remaining businesses.

• Following the DAFS Disposition, the Company will benefit from a reduction in indebtedness and an increased ability to focus on, and allocate resources to, its remaining businesses.

The low likelihood of alternative transactions being available.

• The sale process previously undertaken by the Company in respect of DAFS, and the unsuccessful results of such process, led to the conclusion that there was a low likelihood of alternative transactions being available to the Company on acceptable terms.

Support of the Company's Officers.