TBU! Was ist da im Busch! o.T.

Travel Inc. Gross travel bookings through the new company`s portal website, as well as from 2,000 North
American travel agent affiliates, an 800-i-travel call center and consolidators and tour operators are expected to
exceed US$4.2 billion this year. The merger, which needs regulatory approvals, will be based on a share-for-share
exchange on a tax-exempt basis. Once the transaction is closed, Aviation Group will change its name to
travelbyus.com Inc. There are currently 69.7 million shares of travelbyus.com outstanding versus 3.6 million
Aviation Group common shares. Shares of the combined Nasdaq-listed company will be owned approximately
95.2% by current travelbyus.com holders and 4.8% by current Aviation Group shareholders.
What this means for TBU shareholders – Since the merged entity would be considered foreign content
for Canadian tax purposes, Canadian TBU investors will receive shares that are exchangeable on a 1 -for-1
basis with underlying stock of the merged company. TBU shareholders will have period of time –
commensurate with similar transactions - to convert their exchangeable shares into the new merged Company
shares. Because both company’s shares will be exchanged on a 1 -for-1 basis, their share prices should be the
same on all three exchanges: TBU (TSE), TVB (Frankfurt) and AVGP (Nasdaq). We believe that shareholders
should take advantage of the current price disparity between the three exchanges by purchasing TBU (TSE).
Travelbyus.com Travelbyus.com
Symbol / Exchange TBU (TSE), TVB (Frankfurt)
Recent Price (03/02/00) C$4.55
Initial Recommendation Price C$0.45
Current Recommendation BUY
12-Month Target Price Under Review
Shares Outstanding (basic MM) 69.7
Market Capitalization (MM) C$317
www.groomecapital.com www.groomecapital.com
Montreal Toronto
1 Place Ville Marie 20 Toronto Street
Suite 1611, Montreal PQ Suite 900, Toronto ON
H3B 2B6 M5C 2B8
Phone: (514) 878-0079 Phone: (416) 861-3080
Trading: (514) 878-1018 Trading: (416) 86 1-8257
Fax: (514) 878-1866 Fax: (416) 861-0418
Friday, March 3 rd , 2000.Page 2 CAPITAL IDEAS March 3 rd , 2000
The information contained within has been obtained from sources which we believe to be reliable, but we cannot guarantee their accuracy or completeness. This report is not, and under no
circumstances is to be construed as, an offer to sell or the solicitation of an offer to buy any securities. This report is furnished on the basis and understanding that GroomeCapital.com Inc. is
to be under no responsibility or liability whatsoever in respect thereof. The inventories of GroomeCapital.com Inc. and the holdings of its respective Directors and Officers may, from time to
time, include the securities mentioned herein. No part of this report may be copied or reproduced in any manner without the prior written consent of GroomeCapital.com Inc.
What this means for Global Leisure – Holders of debt and equity in Global Leisure will be issued US$16.2
million of 9% preferred shares and 4.25 million warrants. The preferred shares are convertible into common stock
starting Sept.30, at the company`s option, using the 21-day trailing average trading price. The warrants will be
exercisable into common shares at between US$3 and US$4 per share over a period of two years.
What this means for Travelbyus – By acquiring Global Leisure and merging into Aviation Group,
travelbyus.com moves into the next phase of its business plan. Global Leisure`s 17 major airline contracts, multiple
hotel and resort programs and leisure packages to the So uth Pacific, Mexico, Asia, Hawaii, Australia, New Zealand
and the continental U.S. add significant content for travelbyus.com’s e-commerce and travel agent affiliate sites.
Aviation Group, which recently sold some of its non-core holdings, plans to liquidate its remaining assets
during the next few months and become a vehicle that will enable travelbyus to list on the Nasdaq. In addition to
providing approximately US$10 million through the pending sale of its existing aviation-service operating
divisions (Aviation Exteriors, Aero Design, General Electrodynamics), Aviation Group can provide travelbyus
access to U.S. capital markets through financial partners, such as Doerge Capital Management. Doerge will assist
in closing this transaction and provide up to US$18 million to assist Aviation Group in completing the transaction.
Global Leisure is a provider of discount air and land vacation packages. The company has significant national
contracts with approximately 17 major domestic air carriers, including United Airlines (Hawaii gateways and
departure points), Delta Airlines (Las Vegas), Alaska Airlines (California, Mexico, Hawaii), adding significantly to
the combined Company`s product content, which will be offered to its more than 2,500 travel agencies.
Other Recent News
Feb. 14 -- Travelbyus.com announced that it signed an agreement with Raleigh, North Carolina-based Midway
Airlines Corp. to operate its private label tour product, Midway Airlines Vacations. Travelbyus.com began
promoting and taking reservations for Midway Vacations on Feb. 26.
Products offered under the Midway Airlines Vacations name will initially include air/land inclusive packages to
Orlando, Jacksonville, Tampa and Miami/Fort Lauderdale. Myrtle Beach and other Midway Airlines destinations
will be added in the near future. The travelbyus.com cruise products, which include discounted rates on several
cruise lines, will also be offered with air add-ons under the Midway Airlines Vacations private label operation.
Based on historical traffic, travelbyus.com estimates gross revenue for the product at US$6 million annually.
Feb. 11 -- Travelbyus.com announced it entered an agreement to purchase Bell Travel Systems, a privately held,
profitable travel company, based in Scotts Valley, California. BTS Travel currently has 1,200 travel agency
members. The agreed purchase price is US$3.8 million. Half of the purchase price will be paid in cash and the
remainder in common shares of travelbyus.com stock based on C$4.00 per share. The transaction is expected to
close by mid-March.
Conclusion
We view the recent news on Travelbyus as very positive because it offers the Company an early entry onto the
Nasdaq through the Aviation Group merger, providing increased exposure to U.S. institutional investors and
access to larger capital markets. The pending acquisition of Global Leisure should bring significant earnings to
Travelbyus by FY2001.
What’s To Come? - As part of the Company’s expansion efforts, we believe that TBU will add to its existing
Computer Reservation System (CRS) alliance with Amadeus to include one or more of the remaining three airline
CRSs (Sabre, Galileo and Worldspan). We also anticipate a major marketing program aimed at increasing
awareness of the company’s offerings through its purchase of 120 previously-produced episodes of its television
travel show, Travel Magazine, as well as through Gotham Media, a full-service advertising agency for the airline
and hotel industries. With a Nasdaq listing out of the way, TBU can concentrate on developing partnerships and
alliances with suppliers, distributors and affinity groups. Partnering with an affinity group, such a buying club or
other large membership pool, could provide TBU with significant traffic and hence buying power for its
travelbyus.com web site..Page 3 CAPITAL IDEAS March 3 rd , 2000
The information contained within has been obtained from sources which we believe to be reliable, but we cannot guarantee their accuracy or completeness. This report is not, and under no
circumstances is to be construed as, an offer to sell or the solicitation of an offer to buy any securities. This report is furnished on the basis and understanding that GroomeCapital.com Inc. is
to be under no responsibility or liability whatsoever in respect thereof. The inventories of GroomeCapital.com Inc. and the holdings of its respective Directors and Officers may, from time to
time, include the securities mentioned herein. No part of this report may be copied or reproduced in any manner without the prior written consent of GroomeCapital.com Inc.
In addition, when the acquisition of Bell Travel Systems is completed, travelbyus.com will have over 2,700 travel
agencies across the U.S. Travelbyus.com should be integrating these agencies into the company`s website
beginning in April, adding to the synergies of its other distribution divisions, including Cruise Shoppes of
America, International Tours and Galaxsea Cruise. The combined agencies handle over C$8 billion in travel
transactions and have trailing 12-month unaudited earning (EBITDA) in excess of C$3 million.
We recently raised our 1-year target price for Travelbyus to C$11.00, from C$4.50, based on a Discounted Free
Cashflow valuation method and a 25% discount rate. However, in light of this week’s news, we are placing our
target price back under review until we can assess the full financial impact of this transaction. Assuming the
proposed transaction closes by the end of May, we expect to revise our forecast and target price upwards and
therefore maintain our Buy recommendation.
An investment in Travelbyus.com is particularly suited for investors with an above-average risk tolerance, who are seeking a potential for
capital appreciation and who have a diversified investment portfolio. Groome Capital.com Inc. acted as a selling agent for the $11.95MM
Senior Debenture, which was completed on September 10/99.
CHRIS BONNET, MBA / CLARENCE REBEIRO, MBA research@groome.ca 514-878-0558
LELIO LATO, CA, CFA (Associate)