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Press release from Marketwire

Armtec Infrastructure Income Fund Announces Amendment to Arrangement Agreement

Friday, June 18, 2010

Armtec Infrastructure Income Fund Announces Amendment to Arrangement Agreement17:01 EDT Friday, June 18, 2010GUELPH, ONTARIO--(Marketwire - June 18, 2010) - Armtec Infrastructure Income Fund ("Armtec" or "the Fund") (TSX:ARF.UN) previously announced its intention to convert from an income trust structure to a public corporation named "Armtec Infrastructure Inc.", effective on or about January 1, 2011. The proposed conversion is subject to unitholder and other approvals and will be undertaken pursuant to a plan of arrangement under the Business Corporations Act (Ontario). The parties to the conversion transaction entered into an arrangement agreement on May 7, 2010 to provide for matters related to the plan of arrangement.Armtec also previously announced that it had entered into an agreement with a syndicate of underwriters under which the underwriters have agreed to buy $40,000,000 aggregate principal amount of convertible unsecured subordinated debentures of the Fund ("Debentures"), which offering is expected to close on or about June 30, 2010 and is subject to regulatory and stock exchange approvals.Armtec announced today that the arrangement agreement has been amended to provide that if the conversion transaction is completed, Armtec Infrastructure Inc. has agreed to assume all of the covenants and obligations of the Fund under the Debentures and the related trust indenture, including the obligation to issue common shares of Armtec Infrastructure Inc. upon conversion of the Debentures.ABOUT ARMTEC INFRASTRUCTURE INCOME FUNDArmtec Infrastructure Income Fund is a leading manufacturer and marketer of a comprehensive range of infrastructure products and engineered construction solutions for customers in a diverse cross-section of industries that are located in every region of Canada, as well as in selected markets globally. These markets include Canada's national and regional public infrastructure markets and private sector markets in construction, commercial building, agricultural drainage and natural resources. Operating through its network of regional offices and production facilities across the country, Armtec's broad range of engineered solutions include products for drainage, bridge applications, soil retention, rehabilitation and water management systems including corrugated high-density polyethylene, corrugated steel and concrete pipe; an array of architectural and structural precast and pre-stressed concrete products from steps, paving stones, slabs and wall panels to highly engineered structural components designed and installed for projects such as bridges, sports venues and parking garages; and, a full suite of noise barriers, acoustic enclosure and wall systems along with associated retaining wall and traffic barrier systems. Armtec Infrastructure Income Fund is listed on the TSX under the ARF.UN symbol. For more information, please visit www.armtecincomefund.com.RISKS AND UNCERTAINTIESThe Fund is subject to certain risks and uncertainties that could have a material adverse effect on the Fund's results of operations, business prospects, financial condition, cash distributions to unitholders and the trading price of the Fund's units. These uncertainties and risks include, but are not limited to: industry cyclicality; competition; acquisition and expansion risk; capital and liquidity risk; current global financial conditions; reduction in demand for products; information management; credit risk; relationships with suppliers; lack of long-term agreements; expiration of rights under license and distribution arrangements; availability and price volatility of raw materials; product liability; intellectual property; reliance on key personnel; labour markets; environmental; collective bargaining; currency fluctuations; interest rates; uninsured and underinsured losses; operating hazards; risk of future legal proceedings; securities laws compliance and corporate governance standards; geographical risk; seasonality and adverse weather; geopolitical; and certain risks related to the structure of the Fund including dependence on the Fund's subsidiaries; income tax matters; unitholder limited liability; leverage and restrictive covenants; credit facilities; nature of units; distribution of securities on redemption or termination of the Fund; restrictions on potential growth; effect of market interest rates on price of units; undiversified and illiquid holdings in Armtec Operating Trust; potential dilution. Cash distributions are not guaranteed. Further information about these and other risks and uncertainties can be found in the disclosure documents filed by Armtec Infrastructure Income Fund with the securities regulatory authorities, available at www.sedar.com.FORWARD-LOOKING STATEMENTSThis news release may contain "forward-looking" statements within the meaning of applicable securities legislation which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Fund or industry results, to be materially different from any future results, events, expectations, performance or achievements expressed or implied by such forward-looking statements. All such forward-looking statements are made pursuant to the "safe harbour" provisions of applicable Canadian securities legislation. Forward-looking statements may include comments with respect to completion of the proposed conversion transaction and the effective date of such conversion, and the expected completion of the Debenture offering. Forward-looking statements typically contain such words or phrases such as "may", "outlook", "objective", "intend", "estimate", "anticipate", "should", "could", "would", "will", "expect", "believe", "plan" and other similar terminology suggesting future outcomes or events. These statements reflect current expectations regarding future events and operating performance and are based on information currently available to the Fund's management.Forward-looking statements involve numerous assumptions, and significant and inherent risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. You should not unduly rely on forward-looking statements as a number of factors, many of which are beyond the control of the Fund, could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to the factors discussed under "Risks and Uncertainties" and in the Fund's materials filed with the Canadian securities regulatory authorities from time to time including the Annual Information Form and that the closing conditions for the proposed conversion and the Debenture offering may or may not be satisfied or waived within the timelines contemplated by the Fund or otherwise. Although the forward-looking statements contained in this release are based upon what management of the Fund believes are reasonable assumptions, the Fund cannot assure investors that actual results will be consistent with these forward-looking statements. All forward-looking statements in this news release are qualified by these cautionary statements. These forward-looking statements and outlook are made as of the date of this news release and, except as required by applicable law, the Fund assumes no obligation to update or revise them to reflect new events or circumstances.FOR FURTHER INFORMATION PLEASE CONTACT: Armtec Limited Partnership Charles M. Phillips President & Chief Executive Officer (519) 822-0210 (519) 822-8894 (FAX) or Armtec Limited Partnership James R. Newell Chief Financial Officer (519) 822-0210 (519) 822-8894 (FAX) or Armtec Limited Partnership Carrie Boutcher Vice President, Investor Relations & Treasurer (519) 822-0210 (519) 822-8894 (FAX)