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Q1 Financial Report - 2011

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COMMON SHARES<br />

The following common shares were issued and outstanding and participated pro rata in dividends<br />

during the periods indicated:<br />

# Common Shares<br />

December 31, 2009 13,078,040<br />

Normal course issuer bid (674,600)<br />

Share award incentive plan issuance 140,000<br />

December 31, 2010 12,543,440<br />

Conversion of subordinated debentures 2,556<br />

March 31, <strong>2011</strong> and June 13, <strong>2011</strong> 12,545,996<br />

On December 10, 2009, Ag Growth commenced a normal course issuer bid for up to 1,272,423<br />

common shares, representing 10% of the Company’s public float at that time. In the year ended<br />

December 31, 2010, the Company purchased 674,600 common shares for $23.4 million under the<br />

normal course issuer bid. The normal course issuer bid was terminated on December 9, 2010.<br />

During the three month period ended March 31, <strong>2011</strong> 2,556 common shares were issued on<br />

conversion of $115,000 principal amount of Debentures. Ag Growth has reserved 2,554,136<br />

common shares for issuance upon conversion of the Debentures as at March 31, <strong>2011</strong><br />

Ag Growth has granted 220,000 share awards under its share award incentive plan. Effective<br />

January 1, 2010, a total of 73,333 awards vested and the equivalent number of common shares<br />

were issued to the participants. On October 15, 2010, an additional 66,667 share awards vested<br />

and the equivalent number of common shares were issued to the participant. Effective January 1,<br />

<strong>2011</strong>, 40,000 share awards vested however no common shares were issued as the participants<br />

were compensated in cash rather than common shares. As at June 13, <strong>2011</strong>, 40,000 share awards<br />

remain outstanding and subject to vesting and payment of the exercise price are each exercisable<br />

for one common share.<br />

The administrator of the LTIP has acquired 317,304 common shares to satisfy its obligations with<br />

respect to awards under the LTIP for fiscal 2007, 2008, 2009 and 2010. These common shares are<br />

not cancelled but rather are held by the administrator until such time as they vest to the LTIP<br />

participants. As at March 31, <strong>2011</strong>, a total of 165,929 common shares related to the LTIP had<br />

vested to the participants.<br />

A total of 15,117 deferred grants of common shares are outstanding under the Company’s<br />

Director’s Deferred Compensation Plan.<br />

Ag Growth’s common shares trade on the TSX under the symbol AFN.<br />

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