Genterra Completes Share Capital Reorganization



    TORONTO, June 6 /CNW/ - Genterra Inc. ("Genterra" or the "Company")
(TSX-V: "GIC.A") announced today that it has completed the reorganization of
its share capital (the "Reorganization"). The transaction was approved by
shareholders at the Company's annual and special meeting on March 4, 2008 (the
"Meeting"). The TSX Venture Exchange has given its final approval to the
transaction, and has advised that the Class A Subordinate Voting Shares of
Genterra will be de-listed from the Exchange and the new Common Shares will be
listed and begin to trade under the symbol "GIC" on June 10, 2008.
    As a result of the Reorganization, the Company's Class A Subordinate
Voting Shares, Class B Multiple Voting Shares and the six classes of
non-voting preferred shares have been reclassified into one class of voting
Common Shares and two classes of non-voting convertible Preference Shares -
the Class A Series 1 Preference Shares and the Class B Preference Shares. The
number of issued and outstanding shares of Genterra as recorded by
Computershare Investor Services, on a Pre-Reorganization and
Post-Reorganization basis, are as follows:

    
    -------------------------------------------------------------------------
                            PRE-REORGANIZATION          POST-REORGANIZATION
                     --------------------------------------------------------
                            As per
                        Management                     EXCHANGE     EXCHANGE
                       Information     As per the
                    Circular which     Records of    ------------------------
                       accompanied  Computershare                    CLASS B
                     the Notice of       Investor        COMMON   PREFERENCE
                        Meeting(1)    Services(1)        SHARES       SHARES
    -------------------------------------------------------------------------
    Class A shares      18,309,373     18,309,381    18,309,381
    -------------------------------------------------------------------------
    Class B shares         484,012        489,176       611,470
    -------------------------------------------------------------------------
    Class C preferred
     shares, Series 1    1,704,115      1,688,221                  2,814,265
    -------------------------------------------------------------------------
    Class D preferred
     shares, Series 1    2,475,009      2,475,009                  4,950,018
    -------------------------------------------------------------------------
    Class D preferred
     shares, Series 2      810,059        810,059                  4,350,017
    -------------------------------------------------------------------------
    Class E preferred
     shares                115,258        119,252                 11,328,940
    -------------------------------------------------------------------------
    Series 1 preference
     shares              1,935,256      1,356,951                  8,616,639
    -------------------------------------------------------------------------
    Class F preferred
     shares                632,493         N/A(2)                    490,000
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Total                                            18,920,851   32,549,879
    -------------------------------------------------------------------------
    

    NOTES:

    (1) The differences in the Pre-Reorganization Share Capital as set forth
    in the Management Information Circular from that recorded by
    Computershare is the result of (i) a change in the method of calculating
    the number of shares to be issued on the exchange of shares not yet
    exchanged with respect to prior merger transactions effected by Genterra,
    and (ii) in the case of the Series 1 preference shares, also the dissent
    of 581,259 shares in connection with the Reorganization.

    (2) As Genterra acts as its own transfer agent in respect of the Class F
    preferred shares, Computershare does not record the number of issued and
    outstanding shares of this class. Of the 632,493 Class F preferred shares
    which were outstanding prior to the Reorganization, 612,493 Class F
    preferred shares dissented in connection with the Reorganization.

    In accordance with the provisions of letters of transmittal previously
provided to shareholders of the Company, share certificates for
Post-Reorganization shares of Genterra are now issuable to shareholders
against exchange of their certificates representing Pre-Reorganization shares
of Genterra with Computershare at its principal transfer agency in Toronto.
The exchange ratios for each of the classes and series of shares of Genterra
which were reclassified pursuant to the Reorganization are set forth in the
Company's Management Information Circular dated January 21, 2008 (the
"Circular"). A copy of the Circular may be accessed on SEDAR (www.sedar.com).
    The Company is also awaiting final approval from the Exchange of its
acquisition of Ninety Ontario Street Inc., which was approved at the Meeting
by the Company's Minority Shareholders. As previously announced and as more
particularly described in the Circular, this acquisition was structured as a
purchase by Genterra of all of the outstanding shares of Ninety Ontario Street
Inc. from First Ontario Investment Inc. ("FOII"), which is a related party in
respect of Genterra. Genterra's payment of the $4.89 million purchase price is
comprised of 326,000 Class A Preference Series 1 Shares issued by Genterra to
FOII at a price of $15.00 per share. These Class A Preference Series 1 Shares
are convertible at the option of the holder into either Common Shares or Class
B Preference Shares of Genterra. The conversion of these shares into Common
Shares would result in FOII owning 6,520,000 Common Shares of the Company,
which would represent approximately 25.6% of the then outstanding Common
Shares on a non-diluted basis. Mr. Fred Litwin, who controls FOII, indirectly
controls 3,289,924 Common Shares of Genterra, which represents approximately
17.4% of the outstanding Common Shares on a non-diluted basis. Genterra
anticipates the Exchange's final approval of this transaction to be
forthcoming before the end of June 2008.

    Genterra Inc. is a management and holding company whose assets include
rental real estate properties and investments.

    "Safe Harbor" statement under the Private Securities Reform Act of 1995:

    This release may contain forward-looking statements which reflect
management's current views of future events and operation. These
forward-looking statements are based on assumption and external factors,
including assumptions relating to product pricing, competitive market
conditions, financial data and other risks or uncertainties detailed from time
to time in the Company's filings with the Securities and Exchange Commission.
These forward-looking statements represent the Company's judgement as of the
date of this release and any changes in the assumptions or external factors
could produce significantly different results.

    Disclaimer: TSX Venture Exchange does not accept responsibility for the
    adequacy or accuracy of this release.

    %SEDAR: 00020608E




For further information:

For further information: Stan Abramowitz, Secretary, (416) 920-0500

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GENTERRA INC.

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