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Press release from Marketwire

Armtec Infrastructure Inc. Enters Into Amending Agreement Under Existing Senior Credit Facilities and Reports on Goodwill Impairment and Amendment to Lawsuit

Friday, July 29, 2011

Armtec Infrastructure Inc. Enters Into Amending Agreement Under Existing Senior Credit Facilities and Reports on Goodwill Impairment and Amendment to Lawsuit09:12 EDT Friday, July 29, 2011GUELPH, ONTARIO--(Marketwire - July 29, 2011) - Armtec Infrastructure Inc. ("Armtec" or the "Company") (TSX:ARF)(TSX:ARF.DB) today announced that it has entered into an amending agreement with the lenders under its existing senior credit facilities which waives compliance with the Company's financial covenants at July 31, 2011, with the covenants next being measured at August 31, 2011. As previously announced, Armtec has entered into a committed financing with a Brookfield Asset Management Inc. company in connection with a $125 million credit facility and a warrant to acquire approximately 4.56 million common shares of Armtec. The first tranche of $90 million under the new credit facility will become available upon finalization of appropriate documentation and TSX approval, and the second tranche of $35 million will become available upon the satisfaction of certain additional due diligence conditions. The new credit facility will allow Armtec to repay in full the lenders under the existing senior facility (in either the third or fourth quarter of this year depending upon the availability of the second tranche).Armtec today also announced that it expects to record a non-cash impairment charge of approximately $140 million against goodwill, other intangible assets, and certain property, plant and equipment in its financial results for the second quarter of 2011 as a result of the decline in the Company's share price in the second quarter.The Company will report on its second quarter results on August 9, 2011. The Company's second quarter results are expected to be negatively affected by compression in margins in both the Company's Engineered Solutions business and the Company's Construction and Infrastructure Applications business. Armtec also reported today that it is aware that the proposed class action that was previously announced by press release dated June 17, 2011 has been amended to seek remedies on behalf of all investors who acquired securities of Armtec from March 30, 2011 to June 8, 2011. This is an amendment to the existing Notice of Action and not a new proceeding. The Company intends to defend itself vigorously against this action.ABOUT ARMTEC INFRASTRUCTURE INC.Armtec 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 agricultural drainage, commercial building, residential construction 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.FORWARD-LOOKING STATEMENTSThis news release may contain "forward-looking" statements within the meaning of applicable securities legislation (including those relating to the availability of the first and second tranches of the new credit facility and the repayment of the existing senior facility, the non-cash impairment charge and second quarter results) which involve known and unknown risks, uncertainties and other factors which may cause the actual results, events, performance or achievements of Armtec or industry results, to be materially different from any future results, events, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements typically contain such words or phrases as "may", "outlook", "objective", "intend", "estimate", "anticipate", "should", "could", "would", "will", "expect", "believe", "plan" and other similar terminology suggesting future outcomes or events. Forward-looking statements reflect current expectations regarding future results, events, performance and achievements and are based on information currently available to Armtec's management, anticipated operating and financial results of Armtec, and current and anticipated market conditions.Forward-looking statements involve numerous assumptions and should not be read as guarantees of future results, events, performance or achievements. Such statements will not necessarily be accurate indications of whether or not such future results, events, performance or achievements 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 Armtec, could cause actual results, events, performance or achievements to differ materially from the results, events, performance or achievements discussed in the forward-looking statements, including, but not limited to the factors discussed in Armtec's materials filed with the Canadian securities regulatory authorities from time to time. Although the forward-looking statements contained in this news release are based upon what management of Armtec believes are reasonable assumptions, Armtec cannot assure investors that actual results, events, performance or achievements 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 are made as of the date of this news release and, except as required by applicable law, Armtec assumes no obligation to update or revise them to reflect new events or circumstances.RISKS AND UNCERTAINTIESArmtec is subject to certain risks and uncertainties that could have a material adverse effect on Armtec's results of operations, business prospects, financial condition, dividends to shareholders and the trading price of Armtec's shares. These uncertainties and risks include, but are not limited to: industry cyclicality; competition; acquisition and expansion risk; capital and liquidity risk; current economic 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; pension plans; currency fluctuations; interest rates; uninsured and underinsured losses; operating hazards; risk related to existing and future legal proceedings; securities laws compliance and corporate governance standards; income tax and other taxes; geographical risk; seasonality and adverse weather; and geopolitical. Further information about these and other risks and uncertainties can be found in the disclosure documents filed by Armtec Infrastructure Inc. with the securities regulatory authorities, available at www.sedar.com. FOR FURTHER INFORMATION PLEASE CONTACT: Charles M. PhillipsArmtec Infrastructure Inc.President & Chief Executive Officer(519) 822-0210(519) 822-8894 (FAX)ORJames R. NewellArmtec Infrastructure Inc.Chief Financial Officer(519) 822-0210(519) 822-8894 (FAX)ORCarrie BoutcherArmtec Infrastructure Inc.Vice President, Investor Relations & Treasurer(519) 822-0210(519) 822-8894 (FAX)