Hot House Growers, Village Farms Merger

TORONTO - Aug 24/06 - SNS -- Hot House Growers Income Fund will merge with Village Farms in an agreement which gives the owners of Village Farms exchangeable securities in a subsidiary of the Fund which, if exchanged for Units, would represent a majority interest in the Fund.

The transaction is subject to Unitholder and regulatory approval and closing of contemplated equity and debt financings. A meeting of Unitholders to consider the transaction will be scheduled as soon as practicable with Closing expected to occur shortly thereafter. In conjunction with the Closing, Hot House Growers Income Fund will be reorganized and renamed "Village Farms Income Fund".

The combined entity will operate multiple modern production centers located in British Columbia, Texas and Pennsylvania producing tomatoes, bell peppers and cucumbers. In the tomato category, the combined annual production capacity of approximately 140 million pounds, which includes product marketed under exclusive and non-exclusive arrangements with other technologically advanced greenhouse growers based primarily in Mexico, is estimated by management to represent approximately 11% of the total United States greenhouse tomato industry.

Following Closing, Village Farms' senior management will lead the combined entity with Village Farms' Chief Executive Officer, Michael DeGiglio serving as CEO; Village Farms' President and Chief Operating Officer, Albert Vanzeyst serving as President and COO; and Village Farms' Executive Vice President and Chief Financial Officer, Kenneth Hollander serving as Executive Vice President and CFO.