Aeroplan Income Fund announces increase in the number of outstanding units as a result of exchange by ACE Aviation of units of Aeroplan Limited Partnership for units of Aeroplan Income Fund



    MONTREAL, March 2 /CNW Telbec/ - Aeroplan Income Fund (TSX: AER.UN)
announced today that ACE Aviation Holdings Inc. (ACE) will exchange on
March 14, 2007 its 40,545,835 units of Aeroplan Limited Partnership for an
equivalent number of units of Aeroplan Income Fund in accordance with the
terms of the investor liquidity agreement entered into at the time of the
initial public offering of Aeroplan Income Fund.
    Further to the exchange and after taking into account the distribution
announced by ACE today of 20,272,917 units of Aeroplan Income Fund to its
shareholders of record on March 14, 2007, Aeroplan Income Fund will have
200,000,000 units issued and outstanding and will indirectly hold all
outstanding units of Aeroplan Limited Partnership. ACE will hold 80,285,585
units of Aeroplan Income Fund, representing 40.1% of the units issued and
outstanding. In connection with the exchange, ACE, Aeroplan Trust and Aeroplan
Holding GP Inc. have agreed to amend the terms of the Securityholders'
Agreement dated June 29, 2005 to reflect ACE's indirect interest in Aeroplan
Holding GP Inc. and maintain various rights of ACE thereunder on the basis of
the percentage of units of Aeroplan Income Fund held by ACE rather than on the
shares of Aeroplan Holding GP Inc. as is currently the case.

    CAUTION REGARDING FORWARD-LOOKING INFORMATION
    ---------------------------------------------

    Certain statements in this news release may contain forward-looking
statements. These forward-looking statements are identified by the use of
terms and phrases such as "anticipate", "believe", "could", "estimate",
"expect", "intend", "may", "plan", "predict", "project", "will", "would", and
similar terms and phrases, including references to assumptions. Such
statements may involve but are not limited to comments with respect to
strategies, expectations, planned operations or future actions.
Forward-looking statements, by their nature, are based on assumptions and are
subject to important risks and uncertainties. Any forecasts or forward-looking
predictions or statements cannot be relied upon due to, amongst other things,
changing external events, general uncertainties of the business and matters
that are not within the control of Aeroplan. Such statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements to differ materially from those expressed
in the forward-looking statements. The forward-looking statements contained
herein represent Aeroplan's expectations as of the date they are made and are
subject to change after such date. However, Aeroplan disclaims any intention
or obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise, except as required
under applicable securities regulations.

    About Aeroplan

    Aeroplan is Canada's premier loyalty marketing company, dedicated to
developing and executing programs designed to engage the loyalty of its
prestigious membership.
    Aeroplan's millions of members earn Aeroplan Miles with its network of
more than 60 world-class partners, representing more than 100 brands in the
financial, retail and travel sectors.
    Miles earned may be redeemed for Aeroplan's industry-leading
ClassicFlight Rewards, innovative ClassicPlus Flight Rewards and global Star
Alliance Flight Rewards, offering travel to more than 850 destinations
worldwide. In 2006 alone, more than 1.4 million round-trip flight rewards were
issued. Aeroplan's roster of non-flight rewards includes more than 400
exciting specialty, merchandise and experiential rewards, as well as hotel and
car rental rewards.
    %SEDAR: 00022208EF




For further information:

For further information: Media: Michèle Meier, (514) 205-7028,
michele.meier@aeroplan.com; Analysts: Trish Moran, (416) 564-4290,
trish.moran@aeroplan.com; For more information about Aeroplan, please visit
www.aeroplan.com.

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AEROPLAN INCOME FUND

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