GENIVAR INCOME FUND COMPLETES CORPORATE CONVERSION

/Not for distribution to U.S. news wire services or dissemination in the U.S./

MONTREAL, Dec. 31 /CNW Telbec/ - GENIVAR Income Fund (the "Fund") is pleased to announce that it will complete, effective on January 1st, 2011 the approved plan of arrangement (the "Arrangement) pursuant to which the Fund will combine with GENIVAR Inc. and convert from an income trust structure to a new publicly-traded corporation named "GENIVAR Inc." ("New GENIVAR"). Common shares of New GENIVAR will be listed upon completion of the Arrangement and will commence trading in the Toronto Stock Exchange on January 4, 2011 under the symbol GNV.

As of December 31, 2010, the shareholders of GENIVAR Inc. (the "Shareholders") hold a 33.35% indirect interest in the Fund and the unitholders (the "Unitholders") hold a 66.65% direct interest in the Fund. Under the Arrangement, Unitholders will receive, for each unit of the Fund held, one common share of New GENIVAR for an aggregate of 18,103,589 common shares in New GENIVAR and the Shareholders will receive an aggregate of 7,908,294 common shares of New GENIVAR in exchange for their 33.35% indirect interest in the Fund. As of January 1st, 2011, there will be 26,011,883 common shares of New GENIVAR outstanding and the former Shareholders and the former Unitholders will respectively hold a 30.40% and 69.60% interest in New GENIVAR.

The aggregate ownership percentage of each of the Shareholders and the Unitholders has been determined based on the consolidated adjusted net asset value (the "Adjusted Net Asset Value") of GENIVAR Inc. and GENIFINANCE (2006) Inc. estimated by KPMG LLP on December 31, 2010, which is equal to negative $32,650,000. As of April 15, 2010, the Adjusted Net Asset Value was equal to negative $27,500,000. Based on the Adjusted Net Asset Value determined on December 31, 2010, the share conversion ratio was adjusted from 0.8929 on April 15, 2010 to 0.8728 on December 31, 2010.

The details of the Arrangement and the adjustment to the share conversion ratio are further described in the management information circular of the Fund dated April 15, 2010.

All the members of the board of trustees and the senior officers of the Fund will remain directors and officers of GENIVAR.

About GENIVAR
GENIVAR is a leading Canadian engineering services firm providing private and public-sector clients with a comprehensive range of professional consulting services throughout all project phases, including planning, design, construction and maintenance. Ranging in size and scope, GENIVAR's clients primarily operate in the building, industrial and energy, municipal infrastructure, transportation and environmental sectors. GENIVAR is one of Canada's largest engineering services firms based on number of employees, with more than 4,500 managers, professionals, technicians and technologists and support staff in more than 85 locations in Canada and internationally. www.genivar.com

Forward-Looking Statements 
Certain information regarding GENIVAR contained herein may constitute forward-looking statements. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although GENIVAR believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. GENIVAR's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

SOURCE GENIVAR Inc.

For further information: For further information:

Pierre Shoiry
President and Chief Executive Officer, GENIVAR Inc.
Tel.: (514) 340-0046

Anne-Marie Laberge
Corporate Secretary, GENIVAR Inc.
Tel.: (514) 340-0046

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