AG Growth Income Fund

AG Growth Income Fund

March 15, 2005 09:30 ET

Ag Growth Income Fund announces strategic acquisition and bought deal financing




MARCH 15, 2005 - 09:30 ET

Ag Growth Income Fund announces strategic acquisition and bought deal financing

ROSENORT, MANITOBA--(CCNMatthews - March 15, 2005) - Ag Growth Income
Fund (TSX:AFN.UN) ("Ag Growth" or the "Fund"), a manufacturer of portable
grain handling equipment, announced today it has entered into an agreement
to acquire substantially all of the assets of The Edwards Group of Companies
("Edwards") for $20.0 million. Edwards is a leading manufacturer of agricultural
equipment, largely focused on grain aeration systems and related products.

Edwards has a leading market position in the manufacture of aeration equipment
in Western Canada, with strong brand name recognition and proprietary products.
Its primary products include grain drying equipment, aeration fans and low
temperature heaters marketed under the "Edwards Grain Guard", "KEHO" and
"The Rocket" names. Edwards has two manufacturing facilities, located in
Lethbridge, Alberta and Nobleford, Alberta.

In recent years, revenues from Edwards' business have ranged from $12
to $16 million. Over the same period, EBITDA, after adjustments for expected
non-recurring costs, has averaged approximately $4 million. These strong
operating results, combined with low historical maintenance capital expenditure
requirements averaging less than $300,000 annually, results in an acquisition
that management believes will be accretive to the Fund.

Rob Stenson, President and Chief Executive Officer of the Fund, stated,
"We are excited about the Edwards acquisition. Edwards has an excellent
reputation in the marketplace and is known for high quality products and
superior customer service. We believe their cultural and operating philosophies
are consistent and an excellent fit with those of Ag Growth."

"We welcome the Edwards business into the Ag Growth family," continued Mr. Stenson.
"We will continue to operate the Edwards business out of its existing facilities
and to market its products under its existing brands. We feel the addition
of the Edwards product line to our existing offering will further strengthen
our ability to grow and add value for our customers and unitholders, and is
consistent with our strategic focus in the grain storage, handling,
and conditioning marketplace. Our complementary product lines and distribution
networks provide Ag Growth with opportunities for longer-term marketing synergies."

The closing of the Edwards acquisition is subject to financing and other
customary conditions and is expected to occur on March 31, 2005.


In conjunction with the acquisition, the Fund has reached an agreement
with TD Securities Inc. to offer for sale on a "bought deal" basis a private
placement of Trust Units priced at $13.50 per unit for gross proceeds
of approximately $21.5 million. Ag Growth's estimated expenses in connection
with the Edwards acquisition and the offering are $1.5 million. The offering
is subject to receipt of Toronto Stock Exchange approval and other customary
conditions and is scheduled to close on March 31, 2005, subject to the
concurrent closing of the Edwards acquisition. The Trust Units will be subject
to a four-month hold period under Canadian securities laws.

The Units will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except
in certain transactions exempt from the registration requirements of the
Securities Act.

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.

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


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