ACE AVIATION ANNOUNCES $162.8 MILLION BOUGHT DEAL SECONDARY OFFERING OF CLASS
B VOTING SHARES OF AIR CANADA HELD BY ACE AVIATION

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

MONTREAL, Dec. 3 /CNW/ - ACE Aviation Holdings Inc. ("ACE Aviation") announced today that it has  entered into an agreement with a syndicate of underwriters, led by Canaccord Genuity Corp. and including RBC Dominion Securities Inc. and TD Securities Inc. as co-leads (the "Underwriters"), for a secondary offering on a bought deal basis of 44,000,000 Class B Voting Shares (the "Shares") of Air Canada at an offering price of $3.70 per Share for aggregate gross proceeds of C$162,800,000 (the "Offering").

Air Canada will not receive any of the proceeds. After giving effect to this Offering, ACE Aviation will beneficially own 31,000,000 Class B Voting Shares of Air Canada representing 11.15% of the Class A Variable Voting Shares and Class B Voting Shares of Air Canada issued and outstanding on a combined basis. ACE Aviation has entered into a 60 day standstill agreement with the Underwriters. 

Closing of the Offering is expected to occur on or about December 23, 2010. The Offering is subject to receipt of any necessary regulatory and stock exchange approvals.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Class B Voting Shares of Air Canada may only be owned and controlled by Canadians. Any Class B Voting Share owned or controlled by a person who is not a Canadian is automatically converted to a Class A Variable Voting Share. Class A Variable Voting Shares may only be owned or controlled by persons who are not Canadians. Therefore, any Class A Variable Voting Share owned and controlled by a person who is a Canadian is automatically converted to a Class B Voting Share. Purchasers of the Shares who are Canadians will receive Class B Voting Shares. Purchasers of the Shares who are not Canadians will receive Class A Variable Voting Shares. "Canadian" is defined under subsection 55(1) of the Canada Transportation Act (Canada), as amended, as (i) "a Canadian citizen or a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act (Canada), (ii) a government in Canada or an agent of such a government or (iii) a corporation or other entity that is incorporated or formed under the laws of Canada or a province, that is controlled in fact by Canadians and of which at least seventy-five per cent, or such lesser percentage as the Governor in Council may by regulation specify, of the voting interests are owned and controlled by Canadians".

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 and general uncertainties of the business.  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.  Results indicated in forward-looking statements may differ materially from actual results for a number of reasons, including without limitation, energy prices, general industry, market, credit and economic conditions, war, terrorist acts, changes in demand due to the seasonal nature of the business, the ability to reduce operating costs and employee counts, employee relations, labour negotiations or disputes, pension issues, currency exchange and interest rates, changes in laws, adverse regulatory developments or proceedings, pending and future litigation and actions by third parties as well as the factors identified throughout ACE's filings with securities regulators in Canada and, in particular, those identified in the Risk Factors section of ACE's 2009 MD&A dated February 11, 2010 as updated in the Risk Factors section of ACE's MD&A for Quarter 3, 2010 dated November 4, 2010.  The forward-looking statements contained herein represent ACE's expectations as of the date they are made and are subject to change after such date.  However, ACE 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.

For further information:

Contact:				Des Beaumont		[phone]
Internet:				www.aceaviation.com