/NOT FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE U.S./
TORONTO, Aug. 2 /CNW/ - Agtech Income Fund (the "Fund") (TSX-V:AGT.UN) is
pleased to announce the closing of its previously announced acquisition of
Saskcan Pulse Trading Inc. ("Saskcan"). The consideration for the acquisition
consisted of the issuance of $9,200,000 in units of the Fund at a deemed issue
price of $5.40 per unit, representing a total of 1,703,704 units. In addition,
the shareholders of Saskcan will be entitled to earn up to an additional
555,556 units of the Fund if the North Dakota processing plant (described
below) achieves certain performance targets (again based on a deemed issue
price of $5.40). 170,370 units (up to 225,926 if certain performance targets
are achieved) were issued directly by the Fund in connection with the
transaction and 1,533,334 units (up to 2,033,334 if certain performance
targets are achieved) will become issuable by virtue of the issuance of
exchangeable shares in the capital of the Fund's subsidiary Alliance Pulse
Processors Inc. The exchangeable shares entitle the holder thereof to acquire
units of the Fund through a put call arrangement with a subsidiary of the
In addition, to the foregoing the Fund also completed its previously
announced offering of units at a price of $5.40 per unit which raised
aggregate gross proceeds of $14,000,040. The offering was in high demand and
was oversubscribed to a substantial degree. The syndicate of agents in the
offering was led by Standard Securities Capital Corporation. As consideration
for the services provided in connection with the offering, the agents received
aggregate commissions of $883,783 and 163,664 compensation options with each
compensation warrant entitling the holder thereof to acquire one unit of the
Fund at an exercise price of $5.40 at any time until August 2, 2009.
"The response of the Canadian investment community to our private
placement was overwhelming," said Steve Bodnoff, Chairman of the Board of
Trustees of the Fund. "We want to thank the new unitholders for their
confidence in our plan and we are sorry that many of the interested investors
did not get their full allocations."
"Clients are demanding high quality, value-added food and ingredients. We
are responding to the global demand for protein that is being stimulated by
population growth and renewable fuels. Agtech Income Fund is a one stop shop
for global buyers of whole lentils, split lentils, split peas and other
specialty crops processed in our own plants," explained Murad Al-Katib,
Trusteee of the Fund and President and CEO of Saskcan Pulse.
Saskcan is a global food processor with three processing plants in
Saskatchewan and one processing plant in North Dakota, which Saskcan acquired
on July 17, 2007. Saskcan's operations currently focus on red lentils and
peas. It is intended that the Fund, through its operating companies, will
operate three processing plants in Saskatchewan and one processing plant in
North Dakota, with such plants having aggregate annual production capacity of
440,000MT. This is expected to make the Fund North America's largest exporter
of value-added lentils and peas to the food and ingredient markets globally.
Canada is the largest exporter in the world of peas and lentils, a staple
protein food that is consumed by hundreds of millions of consumers world-wide.
About the Fund
The Fund is a limited purpose open-ended income trust originally created
for the purpose of acquiring all of the voting securities of Agtech Processors
Inc. ("Agtech"), which transaction was completed on March 22, 2005. Agtech is
engaged in the business of sourcing, processing (cleaning, sorting and
bagging) and selling specialty crops, primarily for export markets, with one
processing plant in Regina, Saskatchewan. Agtech specializes in the green
lentil market but as of September 2004 it is also involved in the canary seed
market. The units of the Fund are listed for trading on Tier 2 of the TSX
Venture Exchange under the symbol "AGT.UN".
All of the securities issued in connection with the transaction and the
financing are subject to a four month hold period.
Certain statements in this press release are forward-looking statements.
The reader is cautioned that assumptions used in the preparation of such
information, although considered reasonable by Agtech at the time or
preparation, may prove to be incorrect.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
For further information:
For further information: Agtech Income Fund, Stephen Bodnoff, Chairman
of the Board of Trustees, Telephone: (306) 721-5171, Fax: (306) 721-0177,