Cargojet Income Fund announces offer to purchase up to Cdn$15,000,000
principal amount of 7.5% Convertible Unsecured Subordinated Debentures


TORONTO, Dec. 3 /CNW/ - Cargojet Income Fund (TSX: CJT.UN) (the "Fund") announced today that it has authorized a substantial issuer bid (the "Offer") to purchase for cancellation up to Cdn$15,000,000 principal amount of its outstanding 7.5% Convertible Unsecured Subordinated Debentures due April 30, 2013 (the "Debentures") at a purchase price of Cdn$1,010 in cash for each Cdn$1,000 principal amount of Debentures (the "Purchase Price"). In addition, holders of Debentures who deposit their Debentures under the Offer will receive a payment in respect of all accrued and unpaid interest outstanding on such Debentures up to, and including, the date they are taken up by the Fund pursuant to the Offer (which, assuming the Debentures are taken up by the Fund on the expiration of the Offer on January 15, 2010, would be equal to Cdn$15.62 per Cdn$1,000 principal amount of Debentures). The Offer will expire at 5:00 p.m. (Toronto time) on January 15, 2010 unless withdrawn or extended by the Fund. The Offer is financed through the Fund's existing credit facility.

The Debentures trade on the Toronto Stock Exchange under the symbol "CJT.DB". On December 2, 2009, the closing price of the Debentures on the Toronto Stock Exchange was Cdn$100 per Cdn$100 principal amount of Debentures. On December 2, 2009, there were outstanding Debentures in the aggregate principal amount of Cdn$32,131,000, and accordingly, the Offer is for approximately 46.7% of the total number of issued and outstanding Debentures.

The Offer is not conditional on any minimum number of Debentures being deposited, however, the Offer is subject to certain other conditions, including regulatory approval. Full particulars of the terms and conditions of the Offer will be contained in the Offer to Purchase and Issuer Bid Circular and related documents which will be filed with applicable securities regulatory authorities in Canada and mailed to holders of Debentures on or about December 7, 2009.

The Offer includes the independent formal valuation of Capital Canada Limited, which based on the scope of their review and subject to the qualifications, assumptions and restrictions provided therein, concludes that the fair market value of the Debentures, per Cdn$1,000 principal amount, at November 27, 2009 ranges from approximately Cdn$912 to Cdn$1,004, with a mid-point of Cdn$957.

If more than Cdn$15,000,000 aggregate principal amount of Debentures are properly tendered to the Offer, the Fund will take-up and pay for at the Purchase Price the deposited Debentures on a pro-rata basis according to the numbers of Debentures deposited (with adjustments to avoid the purchase of less than Cdn$1,000 principal amount of Debentures).

About Cargojet

Cargojet is Canada's leading provider of time sensitive overnight air cargo services. Cargojet operates its network across North America, transporting over 750,000 pounds of time sensitive air cargo each business night, utilizing a fleet of forty-one all cargo aircraft.

Press release is for informational purposes only.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Debentures. Securityholders are advised to review any relevant documents that may be filed with securities regulatory authorities by the Fund because they will contain important information, including full details of the proposed transactions and their terms and conditions.

The solicitation and the offer to buy Debentures will be made only pursuant to the separate Offer to Purchase and Issuer Bid Circular, and related documents. The Fund will file the Offer to Purchase, Issuer Bid Circular and related documents with Canadian securities regulatory authorities. Holders of Debentures should carefully read the Offer to Purchase, Issuer Bid Circular, the related letter of transmittal and other related documents, because they contain important information, including the various terms and conditions of the Offer. The Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and certain other documents will be delivered without charge to all holders of Debentures, as applicable.

Offer documents required to be filed in Canada will also be available without charge at or by calling the Vice President, Marketing, Public & Government Relations, of the Fund at (905) 501-7373.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements about the objectives, business and affairs of the Fund. These statements are forward-looking as they are based on our current expectations, as at December 3, 2009, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, if our estimates or assumptions turn out to be inaccurate or, as a result of volatility in the market price of the securities of the Fund, satisfaction of the Offer conditions, the extent to which holders of Debentures determine to tender their Debentures to the Offer, as well as the factors identified throughout the Fund's filings with securities regulators in Canada and, in particular, those identified in the "Key Factors Affecting the Business" section of the Fund's MD&A dated November 12, 2009. As a result, there is no assurance that any forward-looking statements will materialize. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason.

%SEDAR: 00022068E

SOURCE Cargojet Inc.

For further information: For further information: P. Dhillon, Vice President Marketing, Public & Government Relations, Tel: (905) 501-7373,

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