YELLOW PAGES INCOME FUND
TSX : YLO.UN

YELLOW PAGES INCOME FUND

August 14, 2006 08:18 ET

Yellow Pages Income Fund Announces $381,250,000 Offering of 25,000,000 Fund Units and 12,500,000 Fund Unit Purchase Warrants

MONTREAL, QUEBEC--(CCNMatthews - Aug. 14, 2006) -

THIS MEDIA RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Yellow Pages Income Fund (the "Fund") (TSX:YLO.UN) announced today that it will be issuing 25,000,000 Fund Units and 12,500,000 Fund Unit Purchase Warrants, offered under the form of 25,000,000 Warranted Units, for gross proceeds of $381,250,000 on a bought deal basis at an offering price of $15.25 per Warranted Unit.

Each Warranted Unit consists of one Fund Unit and one-half Fund Unit Purchase Warrant. Each full Fund Unit Purchase Warrant will entitle the holder to purchase one Fund Unit at a price of $17.50 per Fund Unit on or before December 14, 2007.

Assuming exercise of the Fund Unit Purchase Warrants, total gross proceeds will increase to $600 million at an average offering price per unit of $16.00.

Net proceeds resulting from the offering shall be used by the Fund to repay indebtedness, and for general corporate purposes.

The offering will be made pursuant to the short form base shelf prospectus of the Fund and YPG Holdings, a subsidiary of the Fund, dated May 8, 2006. Under the offering, the units of the Fund and the warrants will be offered for sale to the public in each of the provinces and territories of Canada. In order to qualify the issue and sale of the units of the Fund, a prospectus supplement will be filed with Canadian securities regulatory authorities in all Canadian jurisdictions.

The underwriting syndicate is led by CIBC World Markets Inc., RBC Capital Markets, BMO Nesbitt Burns Inc. and Scotia Capital Inc. acting as joint-bookrunners. Other syndicate members include National Bank Financial Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Dundee Securities Corporation, Canaccord Capital Corporation, UBS Securities Canada Inc., Blackmont Capital Inc., Westwind Partners Inc., and Genuity Capital Markets G.P.

The offering is scheduled to close on or about August 22, 2006, subject to certain conditions, including conditions set forth in the underwriting agreement.

About Yellow Pages Income Fund

Yellow Pages Income Fund indirectly holds an approximate 96% ownership interest in Yellow Pages Group and Trader Corporation. Yellow Pages Group is Canada's largest telephone directories publisher. It publishes annually more than 330 Yellow Pages™ and residential directories. The Company owns and manages Canada's most visited online directories, YellowPages.ca™ and Canada411.ca, as well as CanadaPlus.ca™, a network of seven local city sites. Trader Corporation is a Canadian leader in print and online vertical media with approximately 200 publications and 20 web sites covering four product verticals: automotive, real estate, general merchandise and employment. Its main brands include Auto Trader™, Auto Hebdo™, The Bargain Finder™, Buy&Sell™, Renters News™ and Home Renters' Guide™. For more information about the Fund, visit www.ypg.com.

The units have not been, nor will be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act and applicable state securities laws. 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction. Any public offering of units to be made in the United States would, if made, be made by means of a prospectus that could be obtained from Yellow Pages Income Fund that would contain detailed information about Yellow Pages Income Fund and management as well as financial statements.

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