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01/03/2006 Clearford Industries Inc. and ROI Fund Inc.
Ottawa, Ontario – (January 3, 2006) – Clearford Industries Inc., ("Clearford", or the "Company") (TSX-V: CLI), and Return on Innovation Advisors Ltd. ("ROI Advisors") in its capacity as investment advisor of Return on Innovation Fund Inc. ("ROI Fund" or the "Fund") wish to provide this update of the transaction last reported on November 30, 2005. At that time, an update was provided on the earlier announcement of August 31, 2005 that ROI Advisors, on behalf of ROI Fund, had accepted as of August 17, 2005 a conditional offer (the "Agreement") by Clearford to acquire all of the issued and outstanding shares (the "Shares") of Brooklin Concrete Inc. ("Brooklin"). Clearford has completed its due diligence inspection including the final surveys of Brooklin's properties which were outstanding at the time of the previous announcement. All the main transaction documents have been finalized and have been submitted to the TSX Venture Exchange (the "Exchange") for its review and approval. A filing statement has been prepared in connection with the transaction (the "Filing Statement"), and has also been submitted to the Exchange for its review and approval. No information has come to light at this time which would materially impact the valuation or closing of the proposed transaction. As previously announced, the purchase price is expected to be funded by the proceeds of sale of Clearford Secured Convertible Debentures in the amount of $25 million and by the assumption of Brooklin's senior debt. Clearford has negotiated the terms for new senior debt to replace the existing Brooklin senior debt and has concluded arrangements for that debt on satisfactory terms. Sale of the Secured Convertible Debentures is proceeding under the terms previously announced and proceeds from these Debentures are expected to be available to complete the transaction. Lytton Financial Inc. is acting as Clearford's financial advisor with respect to the acquisition and the related financing. Certain information included in this press release is forward-looking and may involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with Clearford's growth, regulatory risks, intellectual property infringement and other factors. Unless otherwise required by applicable securities laws, Clearford disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about potential factors that could affect Clearford's financial and business results is included in public documents Clearford files from time to time with Canadian securities regulatory authorities. Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of Clearford should be considered highly speculative. The 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. About Clearford Industries Inc. About ROI Fund For more information contact: ROI Fund Inc.
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