AEROPLAN CANADA INC.

AEROPLAN CANADA INC.

April 02, 2008 16:20 ET

ACE Aviation announces a secondary offering of units of Aeroplan Income Fund

    /NOT FOR RELEASE OVER U.S. NEWSWIRE SERVICES OR DISSEMMINATION IN
    THE U.S./

    MONTREAL, April 2  - ACE Aviation Holdings Inc. (ACE)
announced today that it has entered into an agreement with a group of
underwriters to sell an aggregate of 20.4 million trust units (Units) of
Aeroplan Income Fund (Fund) (TSX: AER.UN) at a price of $17.50 per Unit, for
gross proceeds of $357 million. The Fund will not receive any of the proceeds
from this secondary offering by ACE. ACE announced that the offering is
expected to close on or about April 21, 2008. Subject to the completion of the
offering, ACE will retain 19,892,088 units of the Fund, representing 9.9% of
the 199,968,791 Units issued and outstanding.

    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 Income Fund

    Aeroplan Income Fund is an unincorporated, open-ended trust established
under the laws of the Province of Ontario. Aeroplan Income Fund is the owner
of Aeroplan Limited Partnership, Canada's premier loyalty marketing company
and operator of the Aeroplan loyalty program and Loyalty Management Group
Limited, operator of Nectar, the United Kingdom's leading coalition loyalty
program.
    For more information about Aeroplan, please visit www.aeroplan.com.

    About Aeroplan

    Aeroplan Limited Partnership, Canada's premier loyalty marketing company
and operator of the Aeroplan loyalty program, is 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
growing network of 70 world-class partners, representing more than 150 brands
in the financial, retail, and travel sectors.
    In 2007 alone, approximately 2 million rewards were issued to members -
an average of 5,500 per day, or one reward every 16 seconds. Over 1.5 million
round-trip flights were issued in 2007. Members can redeem miles for
Aeroplan's industry-leading ClassicFlight Rewards, ClassicPlus Flight Rewards,
and global Star Alliance Flight Rewards, which offer travel to approximately
965 destinations worldwide. More than 400,000 non-flight rewards were issued
in 2007. Members have access to 600 exciting specialty, merchandise, and
experiential rewards, as well as hotel and car rental rewards.
    For more information about Aeroplan, please visit www.aeroplan.com.

    About LMG

    LMG is based in the United Kingdom and develops, owns and manages large
retail-based customer reward programs and provides customer data driven
marketing services to retailers, CPGs and service providers worldwide. The
group owns and operates the Nectar brand, the United Kingdom's leading
coalition loyalty program. It also majority owns the Air Miles programme in
the Middle East as well as owning the Air Miles trademark around the world. It
employs approximately 190 staff at its HQ in London.
    For more information about LMG, please visit www.loyalty.co.uk.



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