AG Growth Income Fund
TSX : AFN.UN

AG Growth Income Fund

September 14, 2005 09:00 ET

Ag Growth Income Fund Announces Long Term Incentive Plan

ROSENORT, MANITOBA--(CCNMatthews - Sept. 14, 2005) - Ag Growth Income Fund (TSX:AFN.UN) ("Ag Growth" or the "Fund") today announced the adoption of a Long Term Incentive Plan (the "Plan").

The purpose of the Plan is to provide eligible participants with compensation opportunities that will encourage ownership of trust units ("Units") of the Fund (or, in the case of certain persons, Class B exchangeable limited partnership units of AGX Holdings Limited Partnership ("Exchangeable LP Units")), enhance the ability of Ag Growth Industries Inc. (the "Corporation") to attract, retain and motivate key personnel and reward key employees of the Corporation and its affiliates for superior performance and associated growth per Unit in distributions by the Fund. The Plan supersedes the previous Long Term Incentive Plan of the Corporation with effect from March 24, 2004.

Under the Plan, key employees of the Corporation and its affiliates will be eligible to receive cash awards on an annual basis. Awards will be calculated and made in respect of a financial year to the extent that the actual per-Unit cash distributions by the Fund to the Unitholders for that year exceed the scheduled regular monthly cash distributions per Unit for the year. Currently, the amount of any such excess available for awards under the Plan is calculated on the basis described in the Fund's prospectus dated May 5, 2004. Awards under the Plan in respect of a particular year will be paid within 90 days after the end of the year.

It is a condition of continuing eligibility for participation in the Plan and the receipt of allocations of awards from time to time that a participant owns at least the minimum number of Units or Exchangeable LP Units determined by the directors of the Corporation from time to time.

About Ag Growth Income Fund

Ag Growth is a leading manufacturer of portable grain handling equipment including augers, belt conveyors and numerous other grain handling accessories. Ag Growth has a leading North American sales, marketing and distribution system within the short-line farm equipment industry, including approximately 1,400 dealers and distributors, in 48 states and nine provinces.

Non-GAAP measures

References to "EBITDA" are to earnings before interest, income taxes, depreciation, and amortization. Management believes that, in addition to net income or loss, EBITDA is a useful supplemental measure in evaluating its performance. Specifically, management believes that EBITDA is the appropriate measure from which to make adjustments to determine the Fund's distributable cash. EBITDA is not a financial measure recognized by Canadian generally accepted accounting principles ("GAAP") and does not have a standardized meaning prescribed by GAAP. Management cautions investors that EBITDA should not replace net income or loss as an indicator of performance, or cash flows from operating, investing, and financing activities as a measure of the Fund's liquidity and cash flows. The Fund's method of calculating EBITDA may differ from the methods used by other issuers.

Forward-Looking Statements

The statements contained in this news release that are forward-looking are based on current expectations, and are subject to a number of uncertainties and risks, and actual results may differ materially. These uncertainties and risks include, but are not limited to, the dependence of Ag Growth Income Fund on the operations and assets currently owned by Ag Growth Industries Limited Partnership, the degree to which Ag Growth Industries Limited Partnership and its affiliates are leveraged, the fact that cash distributions are not guaranteed and will fluctuate with Ag Growth Industries Limited Partnership's financial performance, dilution, restrictions on potential future growth, the risk of unitholder liability, competitive pressures (including price competition), changes in market activity, the cyclicality of the farm equipment industry, seasonality of the business, poor weather conditions, international operations and foreign currency fluctuations, legal proceedings, commodity price and raw material exposure, dependence on key personnel, and environmental, health and safety and other regulatory requirements. Further information about these and other risks and uncertainties can be found in the disclosure documents filed by Ag Growth Income Fund with the securities regulatory authorities, available at www.sedar.com.

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