ADF Group announces closing of bought deal financing



    /THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
    SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

    TERREBONNE, QC, Nov. 23 /CNW Telbec/ - ADF GROUP INC. ("ADF" or the
"Corporation") (TSX: DRX) announced today the closing of the previously
announced "bought deal" offering of 2,000,000 subordinate voting shares (the
"Subordinate Voting Shares") at a price of $6.50 per share for net proceeds to
the Corporation of $9,262,500. The syndicate of underwriters was led by GMP
Securities L.P. and included Blackmont Capital Inc., Northern Securities Inc.
and Laurentian Bank Securities Inc. The offering consisted of the issuance and
sale by the Corporation of 1,500,000 Subordinate Voting Shares and the sale by
Groupe JPMP Inc. ("JPMP") an entity directly and indirectly controlled by
Jean, Pierre and Marise Paschini, of 500,000 Subordinate Voting Shares.
    The Corporation intends to use up to $8,500,000 of the net proceeds to
acquire new automated equipments for its fabrication plant in order to perform
contracts recently awarded and the remaining portion for general corporate
purposes.
    After giving effect to the secondary offering, JPMP continues to hold
500,000 issued and outstanding Subordinate Voting Shares, which represent
2.33% of all the issued and outstanding Subordinate Voting Shares. Jean,
Pierre and Marise Paschini also continue to indirectly hold all of the
14,343,107 issued and outstanding Multiple Voting Shares of the Corporation,
which represent 85% of all the issued and outstanding shares. JPMP currently
has no intention to sell additional securities of ADF in the near future.

    About ADF

    ADF is a North American leader in the design, engineering, fabrication
and selective installation of complex steel superstructures, as well as in
architectural metal work. ADF is one of the few players in the industry
capable of handling highly technically complex mega projects on fast-track
schedules in the commercial, institutional, industrial and public sectors.

    Forward-Looking Information

    This press release may contain forward-looking statements reflecting ADF
objectives and expectations. These statements are identified by the use of
verbs such as "expect" as well as by the use of future or conditional tenses.
By their very nature, these types of statements involve risks and uncertainty.
Consequently, reality may differ from ADF's expectations.

    This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The securities
have not been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any state securities
laws and may not be offered or sold within the United States or to United
States Persons unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is available.
    %SEDAR: 00011963EF




For further information:

For further information: ADF Group Inc.: Jean Paschini, Chairman of the
Board and Chief Executive Officer; Louis Potvin, Chief Financial Officer,
(450) 965-1911, (800) 263-7560, www.adfgroup.com


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