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C.A. Bancorp Inc. to sell AgriFinancial Canada Corp. to Western Financial Group Inc.
2008-09-11

TORONTO: C.A. Bancorp Inc. (TSX: BKP) (“C.A. Bancorp”) and Sentry Select Total Strategy Fund (TSX: TSF.UN) (“Total Strategy”) announced today that they have entered into a share purchase agreement with Western Financial Group Inc. (TSX: WES) (“WFG”) pursuant to which WFG or an affiliate will acquire AgriFinancial Canada Corp. (“AgriFinancial”), a leading provider of financing solutions for the Canadian agricultural sector (the “Transaction”). The Transaction remains subject to certain conditions, including without limitation, receipt of consents and regulatory approvals, discharge of AgriFinancial’s existing credit facilities, completion of certain transaction documents, review and satisfaction with prior acquisition documents, and other customary closing conditions for a transaction of this nature. It is expected that the Transaction will close during the fourth quarter 2008.

It is currently anticipated that upon successful completion of the Transaction, C.A. Bancorp and Total Strategy will receive consideration of approximately $20.5 million with C.A. Bancorp receiving approximately $18.5 million of those proceeds.

“We have worked closely with AgriFinancial’s talented and dedicated management team over the past year to grow and improve its business and to take advantage of exciting new opportunities,” said Mark Gardhouse, President of C.A. Bancorp. “Western Financial Group is a natural buyer and partner for AgriFinancial and will enable AgriFinancial to continue to provide industry leading financial products and services and outstanding service across its entire customer base.”

“This Transaction is indicative of the significant potential value accruing from our private equity activities,” added Mark MacDonald, Managing Director of Private Investments at C.A. Bancorp. “Our portfolio of private investments has been invested to potentially produce returns of 2x the invested capital. The balance of the portfolio is also well positioned to be of significant value to strategic buyers in the future.”

AgriFinancial was formed in October 2007 by C.A. Bancorp and Total Strategy to acquire the businesses of Agrifinance and AgriCard.

The Transaction will be effected through a sale of all of the issued and outstanding shares of C.A. Bancorp Financial Corp. (“Financial Corp.”). Financial Corp. owns all of the issued and outstanding shares of AgriFinancial. C.A. Bancorp and Total Strategy are the sole shareholders of Financial Corp., with C.A. Bancorp holding approximately 90% and Total Strategy holding approximately 10% of its issued and outstanding shares.

Trading information: C.A. Bancorp Inc.’s common shares trade on the Toronto Stock Exchange under the symbol BKP.

C.A. Bancorp Inc.: C.A. Bancorp is a publicly traded Canadian merchant bank and alternative asset manager that provides investors with access to a range of private equity and other alternative asset class investment opportunities. C.A. Bancorp is focused on investments in small- and middle-capitalization public and private companies, with emphasis on the industrials, real estate, infrastructure and financial services sectors.

AgriFinancial Canada Corp.:  AgriFinancial Canada Corp., operating under the banners of Agrifinance and AgriCard and headquartered in Winnipeg, is a leading independent provider of financing solutions for the Canadian agricultural sector.  Agrifinance provides specialized equipment leasing and lending products created specifically for farmers, and AgriCard is a credit card designed specifically for farm-related purchases. For more information on Agrifinance and AgriCard visit www.agrifinance.ca and www.agricard.ca.

More information:  Kurt Brands, Vice-PresidentPaolo De Luca, Chief Financial Officer Tel: 1-866-388-5985, Fax: 416-861-8166  Email: info@cabancorp.com  Website: www.cabancorp.com

This news release contains forward-looking statements with respect to the proposed sale of C.A. Bancorp Financial Corp. including the businesses of AgriFinancial Canada Corp., Agrifinance and AgriCard, and matters concerning the business, operations, and strategy of C.A. Bancorp. These statements relate to anticipated future events, results, circumstances, performance or expectations that are not historical facts but instead represent C.A. Bancorp’s beliefs regarding future events. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue", similar words or the negative thereof, or variations of such words and phrases that certain actions, events or anticipated outcomes "may", "would" or "might" be taken, occur or be achieved. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur.

The completion of the sale and the future business, operations and performance of C.A. Bancorp and AgriFinancial Canada Corp. discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the sale is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of C.A. Bancorp to finalize the transaction documents with WFG or its affiliate respecting the sale, WFG’s satisfaction with its review of the transaction documentation from the purchase of Agrifinance and AgriCard in October 2007, C.A. Bancorp’s ability to make successful arrangements with respect to the existing credit facilities and to obtain requisite third party regulatory approvals. Additional, important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, conditions affecting the agricultural and financial services sectors, competition, changes in government regulation, interest rates, tax related matters, and reliance on key personnel of AgriFinancial. C.A. Bancorp cautions that risk factors discussed in applicable continuous disclosure filings required by law that C.A. Bancorp has made and filed on SEDAR should also be considered carefully and that undue reliance not be placed on forward-looking statements as events and results could differ materially from those expressed or implied by forward-looking statements made by C.A. Bancorp. The cautionary statements qualify all forward-looking statements attributable to C.A. Bancorp and persons acting on its behalf.

Unless otherwise stated, all forward looking statements speak only as of the date of this press release. C.A. Bancorp does not undertake, and specifically disclaims, any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.


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