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06/25/2008

Armtec Enters into an Agreement to Acquire Brooklin Concrete Division of Clearford Industries Inc.

Ottawa, Ontario – (June 25, 2008) Clearford Industries Inc. (“Clearford”)(TSX-V: CLI) today announced it has entered into an agreement dated June 25th, 2008 with Armtec Infrastructure Income Fund (the "Fund")(TSX: ARF.UN), through its wholly-owned subsidiary Armtec Limited Partnership (“Armtec”), to divest the business assets of its Brooklin Concrete Division ("Brooklin") and to assign the right to acquire the shares of Boucher Precast Concrete Ltd. ("Boucher") for a purchase price of approximately $43 million subject to closing date working capital adjustments. Clearford’s right to acquire the shares of Boucher was most recently disclosed in a press release dated May 8, 2008, however the Boucher name was kept confidential at that time. The closing of the transaction is expected to occur on or about July 31, 2008, subject to a number of conditions, including consent of Clearford shareholders and convertible debenture holders, as well as approval from the TSX Venture Exchange and other customary conditions to closing as required in a transaction of this type. In addition, it is a condition to closing that Bruce Linton, the current President and Chief Executive Officer of Clearford, will enter into a consulting agreement with Armtec. Clearford expects to appoint a new President and Chief Executive Officer on or before the closing.

The purchase price is to be payable to Clearford as follows on the closing date: Armtec shall pay $43,000,000 CDN to Clearford of which $40,000,000 of the purchase price will be paid to Clearford in cash and $3,000,000 will be paid in the form of units of Armtec that will be immediately exchanged post-closing, for units of Armtec Exchangeable Partnership ("Exchangeable Units"). Two thirds (2/3) of the Exchangeable Units shall be held in escrow for two (2) years in support of Clearford's obligations as described in the definitive purchase agreement. The Exchangeable Units held in escrow shall be released in equal amounts every six months from the closing date. Exchangeable Units are entitled to distributions from Armtec Exchangeable Partnership at the same time and in the same amount, on a unit-for-unit basis, as distributions made by the Fund to holders of Fund units. All Exchangeable Units are non-voting units and are exchangeable into units of the Fund on a unit-for-unit basis provided that the holder of the Exchangeable Units exchanges at least one-half (1/2) of the original number of Exchangeable Units issued to such holder at one time. No Exchangeable Units issued to Clearford may be exchanged into units of the Fund for a period ending January 1, 2009 at the latest. The purchase price is subject to a working capital adjustment. The result of these transactions is that Clearford is expected to be left with approximately $4,000,000.00, after payment of related debt and expenses (including all debentureholder payments and transaction expenses). This estimate is subject to working capital adjustments.

"Clearford's Brooklin Concrete Division has been a strong and reliable source of funding that has enabled the advancement of the Small Bore Sewer™ system, which now includes methane capture and collection," said Bruce Linton, President and CEO of Clearford Industries Inc. "The divestiture of the Brooklin assets will provide the financial capacity that will enable Clearford to aggressively pursue the global wastewater servicing market."

Founded in 1952, Brooklin is a manufacturer of septic tanks in Ontario. Brooklin also manufactures precast concrete products, including interlocking pavers, patio slabs, retaining walls, transformer foundations, storage structures and switching chambers. Brooklin has four plants in Ontario, located in Brooklin, Newmarket, Huntsville and Haliburton. Brooklin was acquired by Clearford on January 26, 2006.

Founded in 1954, Boucher specializes in commercial tanks, bridges, box culverts, train boxes, barriers, transformer bases and pads, electrical manholes, well tile, parking curbs, traffic control barriers, pump chambers, concrete panels and segmental rings for tunneling projects. Boucher’s facilities are located in Gloucester, Ontario. Boucher primarily services the greater Toronto area, North Bay, Sudbury and the Ottawa region.

Lytton Financial Inc. ("Lytton") acted as exclusive financial advisor and agent to Clearford on this divestiture. Lytton is advising Clearford with respect to the transactions and is assisting in the preparation of presentations, financial models and other information required to complete the transactions. Lytton also assisted in identifying and approaching prospective purchasers and assisted in structuring and negotiation of the terms of the transaction as well as assisting in the completion of all related documentation. In addition, Lytton is assisting Clearford in obtaining the required approval of its debentureholders for the transactions. Pursuant to an agency agreement dated June 25th, 2008, Clearford will pay Lytton a fee on closing equal to approximately 1.75% of the gross purchase price of the transactions described herein. Glenn A. Gold, a current director of Clearford, indirectly owns and controls Lytton and has been the President of Lytton since July 2004. Samuel Reisman, a current director of Clearford, indirectly owns non-voting, participating shares in Lytton.

About Clearford Industries Inc.
Clearford Industries Inc. is comprised of two divisions: the Wastewater Systems Division and the Brooklin Concrete Division. The Wastewater Systems Division designs and implements the patented Small Bore Sewer™ (SBS™), a watertight small diameter wastewater collection system for developers, municipalities and First Nations communities who need to create, expand or upgrade their sewage systems. This solution provides servicing with superior operational and environmental performance at a significantly lower cost when compared to historic gravity sewers. With its first installation in 1989, the SBS™ has since had several installations within Canada and the U.S. The Brooklin Concrete Division has been in operation since 1952, with 4 locations in Ontario, including: Brooklin, Newmarket, Huntsville and Haliburton. A leading producer of septic tanks in Ontario, Brooklin manufactures precast concrete products ranging from interlocking pavers and patio slabs, to retaining walls and storage structures. For more information on Clearford Industries Inc., please visit www.clearford.com.

About Armtec
The Fund is a leading manufacturer and marketer of a broad range of infrastructure products and engineered bridging solutions for infrastructure applications in a diverse cross-section of industries. These include the public infrastructure market and private sector markets such as natural resources, commercial building, residential construction and agricultural drainage in Canada. The Fund's Armtec division is Canada's only national multi-material manufacturer specializing in corrugated high density polyethylene pipe, and corrugated steel pipe for drainage applications and highly engineered solutions including bridging products and water management systems. The Con-Force division designs and manufactures a wide range of bridging and construction products including the advanced "NU" bridge girder system that allows for some of the longest spans available in precast concrete technology. The Durisol division designs and manufactures highway noise barriers and related highway and infrastructure products, such as retaining walls and acoustic enclosures, and is recognized as the only fully qualified supplier for absorptive material in Ontario. For further information, please visit Armtec's website at www.armtecincomefund.com.

Forward-Looking Statements
This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). All statements other than statements of historical fact contained herein are forward-looking statements, including, without limitation, statements regarding the impact of the transaction on Clearford's financial performance and statements regarding the business strategy, plans and objectives of or involving Clearford or the business in which it has invested. Prospective investors can identify many of these statements by looking for words such as "believe", "expects", "will", "intends", "plans", "projects", "anticipates", "estimates", "continues" and similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.

By their nature, forward-looking statements require assumptions and are subject to inherent risks and uncertainties, including those discussed herein. There is significant risk that forward-looking statements will not prove to be accurate. You are cautioned not to place undue reliance on forward-looking statements made herein because a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements.

The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: industry cyclicality; competition; reduction in demand for products; collection from customers; relationships with suppliers; lack of long-term agreements; expiration of rights under license and distribution arrangements; raw material price volatility; product liability; intellectual property; reliance on key personnel; environmental; collective bargaining; interest rates; uninsured and underinsured losses; operating hazards; risks of future legal proceedings; income tax matters; leverage and restrictive covenants; credit facilities; restrictions on potential growth; effect of market interest rates on price of securities; potential dilution; and various risks relating to the transaction, including risks relating to integration and realization of expected synergies, reliance on key personnel and potential undisclosed liabilities associated with the transaction. You are cautioned that the foregoing list of factors is not exhaustive and that when relying on forward-looking statements to make decisions with respect to Clearford, investors and others should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. Clearford undertakes no obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities law.

Risks related to Clearford have been summarized in Clearford's latest publicly filed reports available on www.sedar.com or Clearford's web site at www.clearford.com.

Completion of the transactions are subject to a number of conditions, including TSX Venture Exchange acceptance. The transaction cannot close until the required shareholder approval is obtained. There can be no assurances that the transaction will be completed as proposed or at all.

Investors of Clearford are cautioned that, except as disclosed on the Management Information Circular to be prepared in connection with the transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Clearford should be considered highly speculative. Trading in the securities of Clearford has been halted by the TSX Venture Exchange.

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 more information contact:
Mr. Bruce Linton
President and CEO
Clearford Industries Inc.
Phone: (613) 599-6474 ext. 301
www.clearford.com

 

 
     

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