Discovery Air Inc. announces agreement to purchase shares of Top Aces Inc.

    LONDON, ON, June 20 /CNW/ - David Taylor, President & C.E.O. of Discovery
Air Inc. (TSX: DA.A) is pleased to announce that Discovery Air has entered
into Share Purchase Agreements that provide for the purchase of all issued and
outstanding shares of Top Aces Inc. ("Top Aces"). Owners of over 76% of the
shares of Top Aces have agreed to the transaction. Agreements with the
remaining shareholders will be sought in the upcoming weeks, so that at
closing Top Aces will become a wholly-owned subsidiary of Discovery Air.
    Top Aces is an approved supplier to the Canadian federal government of
airborne training services to the Department of National Defence.
    Mr. Taylor stated, "This is a very exciting opportunity for Discovery
Air. Didier Toussaint, Paul Bouchard and Dave Jennings, the founders of Top
Aces, are experts in their field and have brought together a group of pilots
and aviation professionals who join them as the best of the best in flying
fighter jets and military aircraft, and who will all have options to become
shareholders of Discovery Air."
    When asked about the significance of the Top Aces acquisition for
Discovery Air, Mr. Taylor said "Top Aces will serve to diversify our
investment portfolio both geographically and by product line. The Top Aces
business also reduces the seasonality of our revenues. They are a perfect fit
for us."
    Completion of the acquisition of Top Aces is subject to a number of
conditions, including financing and receipt of all necessary regulatory and
other approvals. The total purchase price being paid for Top Aces is $35 
million cash plus 20 million Class A common shares of Discovery Air. Closing
is planned for the later of August 1, 2007 or 10 days after all necessary
conditions have been met. Discovery Air intends to finance the cash portion of
the purchase price with debt.

    Discovery Air's mission is to build shareholder value by creating an
alliance of profitable aviation businesses that can realize synergies,
economies of scale and deliver safe, professional air services to clients in
selected niche markets.
    Discovery Air's Class A common shares trade on the Toronto Stock Exchange
under the symbol DA.A.
    Discovery Air's debentures trade on the Toronto Stock Exchange under the
symbol DA.DB.

For further information:

For further information: Wade MacBain, Director of Investor Relations,
Phone: (519) 913-2204, ext. 358, Toll-free: (866) 903-3247, ext. 358, E-mail:

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