VANCOUVER, Jan. 4 /CNW/ - Sun Gro Horticulture Income Fund (the "Fund") (TSX:GRO.UN), Sun Gro Horticulture Canada Ltd. and Sun Gro Horticulture Inc. are pleased to announce that the previously announced reorganization of the Fund's trust structure to a corporation pursuant to a plan of arrangement transaction under the Canada Business Corporations Act (the "Arrangement") has been completed, effective December 31, 2010.

Pursuant to the Arrangement holders of trust units ("Unitholders") of the Fund will receive, for each unit held, one common share ("Common Shares") of Sun Gro Horticulture Inc.  The board of directors of Sun Gro Horticulture Inc. consists of the members of the board of directors of Sun Gro Horticulture Canada Ltd. elected at the meeting of Unitholders held on May 27, 2010.

Trading of the Sun Gro Horticulture Inc. Common Shares on the Toronto Stock Exchange is expected to commence two to three business days following the date hereof under the symbol "GRO", subject to the approval of the Toronto Stock Exchange.

About Sun Gro Horticulture Inc.

Sun Gro Horticulture Inc. is the largest producer and distributor of peat and bark-based growing mixes to professional plant growers in the US and Canada.  It is also North America's largest producer and distributor of sphagnum peat moss, with approximately 65,000 acres of peat bogs under lease. Sun Gro Horticulture Inc. sells its professional products primarily to greenhouse, nursery and specialty crop growers. The company also sells peat moss and potting mixes to retail customers, either by way of private label partnerships or under its own brand names. In addition, Sun Gro Horticulture Inc. sells sand-based mixes to golf course developers and landscapers. The company's North America-wide production network now comprises 12 Canadian plants and 13 US plants.

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements and information (collectively "forward-looking statements"), within the meaning of the applicable Canadian securities legislation.  We hereby provide cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in these forward-looking statements.  Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "will continue", "is anticipated", "projection", "vision", "goals", "objective", "target", "schedules", "outlook", "anticipate", "expect", "estimate", "could", "should", "expect", "plan", "seek", "may", "intend", "likely", "will", "believe" and similar expressions are not historical facts and are forward-looking and may involve estimates and assumptions and are subject to risks, uncertainties and other factors some of which are beyond our control and difficult to predict.  Accordingly, these factors could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.  Therefore, any such forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document.  In particular, material forward-looking statements in this press release include the expected commencement date for trading of Common Shares on the Toronto Stock Exchange for Sun Gro Horticulture Inc.

Although we believe that the expectations reflected by the forward-looking statements presented in this release are reasonable, our forward-looking statements have been based on assumptions and factors concerning future events that may prove to be inaccurate.  Those assumptions and factors are based on information currently available to us about ourselves and the businesses in which we operate.   Information used in developing forward-looking statements has been acquired from various sources including third-party consultants, suppliers, regulators, and other sources.  In some instances, material assumptions are disclosed elsewhere in this release in respect of forward-looking statements.

The Fund's Annual Information form and other documents filed with securities regulatory authorities (accessible through the SEDAR website describe the risks, material assumptions and other factors that could influence actual results and which are incorporated herein by reference.

Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

SOURCE Sun Gro Horticulture Income Fund

For further information:

Bradley A. Wiens, Corporate Secretary

Sun Gro Horticulture Inc.

Tel: (425) 373-3603



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Sun Gro Horticulture Income Fund

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Sun Gro Horticulture Inc.

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