Alliance Grain Traders Income Fund Completes Public Offering

On July 21, 2009, Alliance Grain Traders Income Fund completed a public offering of 6,118,840 subscription receipts at a price of $16.25 per subscription receipt for gross proceeds of $99,431,150. The net proceeds from the sale of the subscription receipts will be used, subsequent to satisfaction or waiver of applicable closing conditions, to satisfy a portion of the $104 million purchase price for the proposed acquisition of the Arbel Group of Companies by the fund's wholly owned subsidiary Alliance Grain Traders Inc. Each subscription receipt will entitle the holder thereof to one trust unit of Alliance Grain Traders Income Fund, subject to adjustment in certain events, without payment of additional consideration. Upon the completion of the proposed conversion of Alliance Grain Traders Income Fund from an open-ended unit trust to a dividend-paying corporation, each unit of the fund (including the units underlying the subscription receipts) will be exchanged for one common share of Alliance Grain Traders.

Alliance Grain Traders Income Fund is an income trust that derives its income from the operations of its operating subsidiary, Alliance Pulse Processors Inc. Alliance, on its own and through its subsidiaries, sources and processes (i.e. cleans, splits, sorts and bags) specialty crops, primarily for export markets. Alliance and its subsidiaries in Canada, US and Australia handle the full range of pulses and specialty crops including lentils, peas, chickpeas, beans and canary seed through eight processing plants. The Arbel Group of Companies is a leading processor of pulses and grains and a leading exporter of pulses and pasta in Turkey.

The offering was made through a syndicate of underwriters led by Genuity Capital Markets and including Wellington West Capital Markets Inc., Macquarie Capital Markets Canada Ltd., and GMP Securities L.P.

Fasken Martineau DuMoulin LLP acted as counsel for Alliance Grain with a team that included Gary Fogler, Bozidar Crnatovic, Daye Kaba and Jesse Langdon (corporate and securities) and William Bies and Mitchell Thaw (tax).

Stikeman Elliott LLP acted as counsel to the underwriters, with a team that included Donald Belovich, Sheel Parekh, David Pickwoad and Jeremy Ehrlich (corporate and securities) and Susan Thomson and John O'Connor (tax).