Sun Gro Horticulture Income Fund Unitholders and Supreme Court of British
Columbia Approve Conversion to a Corporation

TRADING SYMBOL: Toronto Stock Exchange - GRO.UN

VANCOUVER, May 31 /CNW/ - Sun Gro Horticulture Income Fund (the "Fund") is pleased to announce that at its annual and special meeting held May 27, 2010, in Vancouver, unitholders of the Fund approved the previously announced plan of arrangement (the "Arrangement") pursuant to which the Fund's income trust structure will be reorganized into a public corporation named "Sun Gro Horticulture Inc." The special resolution of unitholders was adopted by a vote of 99.91%.

A final order of the Supreme Court of British Columbia approving the Arrangement was granted earlier today. Subject to the satisfaction or waiver of all other conditions, the Arrangement is expected to become effective on or before December 31, 2010, at which time all of the units of the Fund will be exchanged, on a one-for-one basis, for common shares of Sun Gro Horticulture Inc.

The Toronto Stock Exchange has conditionally approved the substitutional listing of the Sun Gro Horticulture Inc. common shares. It is expected that the common shares of Sun Gro Horticulture Inc. will commence trading on the Toronto Stock Exchange under the symbol "GRO" after the completion of the Arrangement, at which time the units of the Fund will be delisted from the Toronto Stock Exchange.

At the meeting, the unitholders of the Fund also approved a stock option plan for Sun Gro Horticulture Inc., the details of which are described in the Fund's Management Information Circular dated April 28, 2010.

Forward Looking Information

This news release contains certain forward-looking statements within the meaning of applicable Canadian provincial securities laws. All statements, other than statements of historical fact, are forward-looking statements or information. When used in this news release, the words "anticipate", "will", "believe", "estimate", "expect", "intend", "target", "plan", "goals", "objectives", "pro forma", "forecast", "schedule", "may" and other similar words and expressions, identify forward-looking statements or information. These forward-looking statements or information relate to, among other things: the completion of the Arrangement; the ability of Sun Gro Horticulture Canada Ltd. ("Sun Gro") to obtain the third party and regulatory approvals required in order to complete the Arrangement; the listing of the common shares of Sun Gro Horticulture Inc. on the Toronto Stock Exchange; and the timing of the completion of the Arrangement. These statements reflect the current views of the Fund with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Fund, are inherently subject to significant business, economic, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements contained in this news release and the Fund has made assumptions based on or related to many of these factors. Such factors include, without limitation risks relating to the ability of the Fund, Sun Gro and Sun Gro Horticulture Inc. to satisfy the conditions precedent to the completion of the Arrangement, some of which are outside the control of the Fund, including receipt of third party approvals, regulatory approvals, approval by the Toronto Stock Exchange of the substitutional listing of the Sun Gro Horticulture Inc. common shares to be issued pursuant to the Arrangement and approval of the transactions contemplated by the Arrangement by Sun Gro's principal lenders, the ability of the Fund to complete the Arrangement on a fully tax-deferred basis to the Fund and unitholders, and those factors that have been identified under the caption "Risk Factors" in the Management Information Circular dated April 28, 2010 and in the Fund's Annual Information Form filed on SEDAR at Although the Fund has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. The Fund does not intend and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances where any other events affecting such statements or information, other than as required by applicable securities laws. Unitholders are cautioned against attributing undue reliance on forward-looking statements or information.

Income Fund Profile

Sun Gro Horticulture Income Fund was launched with the completion of an Initial Public Offering on March 27, 2002. Units of the Fund are listed for trading on the Toronto Stock Exchange. At May 31, 2010, there were 22,284,681 units of the Fund issued and outstanding.

Company Profile

Sun Gro 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 or sphagnum peat moss, with approximately 65,000 acres of peat bogs under lease. Sun Gro 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 sells sand-based mixes to golf course developers and landscapers. The company's North America-wide production network now comprises 12 Canadian operating plants and 13 US operating plants.

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For further information: For further information: Bradley A. Wiens, Vice-President, Finance and CFO, Sun Gro Horticulture Income Fund, Tel: (425) 373-3603, Email:, Website:

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