Merger Creates Canada\'s Largest Refridgeration Operator

Associated Freezers Income Trust (Associated Freezers) announced on May 24, 2000 a proposed merger of its wholly owned subsidiary, Associated Freezers Limited, and privately held Atlas Cold Storage Holdings Limited (Atlas). The new business will operate under the name “Atlas Cold Storage Limited” and the name of the trust will be changed to the “ACS Freezers Income Trust”. The transaction will create Canada’s largest, and North America’s third largest, operator of public refrigerated warehouses.

Concurrently with the closing of the proposed merger, TD Capital Canadian Private Equity Partners will invest $35 million in the merged entity in return for 4.8 million trust units. The transaction will require approval of Associated Freezers’ unitholders and is expected to close in July, 2000.

Representing Associated Freezers on the deal were Peter Marrone, Max Gotlieb, Jeffrey Roy, Mindy Gilbert and David Kerr of Cassels Brock & Blackwell LLP. Atlas was represented by Ted Smith, Martin Kovnats, Sonia Yung and Barbara Worndl of Aird & Berlis. Representing TD Capital were Jay Swartz, Andrea Daly and Ronald Wilson of Davies, Ward & Beck.