Oceanex Income Fund announces unitholder approval to sell substantially all of its assets and planned redemption of all fund units



    MONTREAL, Nov. 2 /CNW Telbec/ - Oceanex Income Fund (TSX: OAX.UN) (the
"Fund"), announced today that, at a special meeting of the Fund, its
unitholders approved, by special resolution, the sale of substantially all of
the assets of the Fund to South Coast Partners Limited Partnership (the
"Purchaser"), a newly established entity owned by a consortium of investors
consisting of Captain Sidney J. Hynes, OPTrust Private Markets Group and
Terrma Capital Corp. (the "Consortium"). Unitholders also approved amendments
to the declaration of trust of the Fund and certain related matters. In excess
of 98% of the unitholders of the Fund present or represented at the special
meeting voted to approve the special resolution.
    John Peacock, Chairman of the Board of Oceanex said: "We are very pleased
with the outcome of the vote and the overwhelming support for the transaction.
We firmly believe that this enables unitholders to realize fair value for
their investment. On behalf of the Board, I wish to express my gratitude to
Oceanex employees and management and to our long standing clients, suppliers
and business partners, all of whom contributed to the success of Oceanex. I
also wish to express my sincere appreciation to my fellow board members for
their sound guidance and advice. Finally, thank you to our unitholders for
their confidence and support over the years. It is now time to turn the page
and look to a promising future for Oceanex. We wish Captain Hynes and his
partners continued success".
    Under the purchase agreement concluded on September 19, 2007, the
Purchaser will acquire on closing the outstanding common shares and promissory
notes of Oceanex Inc., the wholly-owned subsidiary of the Fund (the
"Transaction"). The Transaction remains subject to customary closing
conditions, including the receipt of certain third party consents, and is
expected to close on November 8, 2007.
    Following closing of the Transaction, the Fund will redeem all of its
issued and outstanding trust units for $19.00 per unit in cash and will pay a
pro rata distribution for the period from the first day of November up to but
excluding the date of closing of the Transaction (collectively, the
"Redemption Price"). As previously announced, Unitholders of record on
November 7, 2007 will receive a cash distribution of $0.0937 per trust units
for the month of October on November 15, 2007.
    Assuming the completion of the Transaction, the units of the Fund will be
delisted shortly thereafter.

    About the Fund

    The Fund is a Montreal based limited purpose trust that operates through
its wholly-owned subsidiary, Oceanex, an intermodal transportation business in
Canada.

    Forward-Looking Statements

    Certain statements made in this release, including those concerning the
expected closing of the transaction referred to herein, are forward-looking
statements that involve risks and uncertainties, which may prevent expected
future results from being achieved. Such factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements include, among other things, with respect to the
proposed transaction, the final transaction costs, the satisfaction of the
condition to consummate the proposed transaction, the occurrence of any event,
change or other circumstances which could give rise to the termination of the
purchase agreement, dated September 19, 2007, among the Fund, Oceanex Inc. and
the Purchaser, the timing of completion of the proposed transaction and the
results of operations until the closing of the proposed transaction. Such
forward-looking statements should, therefore, be construed in light of such
factors. For those statements, Oceanex claims the protection of the safe
harbour for forward-looking statements contained in applicable securities
laws. Oceanex cautions that actual future performance could be affected by a
number of factors, including the fact that the expected closing of the
transaction referred to in this release is subject to customary closing
conditions, many of which are beyond its control. Therefore, future events and
results may vary substantially from what Oceanex currently foresees.
Additional information identifying risks and uncertainties is contained in
Oceanex's filings under applicable securities laws. Due to the potential
impact of these factors, the Fund disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required by applicable law.




For further information:

For further information: Daniel Bélisle, Vice-President, Finance and
Administration, (514) 875-9244

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OCEANEX INCOME FUND

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