Parrish & Heimbecker, Limited Announces Launch of Bid for Shares of Thirdcoast Limited Imminent; Details Terms of "Hard" Lock-up Agreements with Certain Shareholders as Basis for Expectation of Control of Thirdcoast on Take-up of Shares

Parrish & Heimbecker, Limited Announces Launch of Bid for Shares of Thirdcoast Limited Imminent; Details Terms of “Hard” Lock-up Agreements with Certain Shareholders as Basis for Expectation of Control of Thirdcoast on Take-up of Shares

Canada NewsWire

WINNIPEG, May 24, 2012 /CNW/ – Parrish & Heimbecker, Limited (“P&H“) is providing a further update today to holders of common shares in
the capital of Thirdcoast Limited (“Thirdcoast“) in respect of its previously announced proposed bid (the “Bid“) to acquire all of the issued and outstanding Thirdcoast common shares
not presently owned by it.

P&H is pleased to confirm that it expects to launch its Bid by mailing
its Bid circular to Thirdcoast shareholders during the week of May 28,
2012
.

To date, P&H has obtained irrevocable commitments from holders (the “Locked-up Holders“) of an aggregate of 73,120 common shares in the capital of Thirdcoast
to tender their shares to the Bid. Accordingly, combined with the
common shares already held by P&H, P&H will hold not less than 51.6% of
the total issued and outstanding common shares upon completion of the
Bid.

The Locked-up Holders have agreed, among other things, to irrevocably
tender their shares to the Bid, notwithstanding the existence of any
other bid. Accordingly, all of the lock-up agreements are considered
to be “hard” lock-up agreements, as they do not contain a right for
shareholders to terminate the lock-up agreements or withdraw common
shares tendered to the Bid in the event that an offer to acquire
Thirdcoast shares is made by a third party, regardless of the
consideration that may be offered by any such third party.

Forward-Looking Statements

This release includes forward-looking statements regarding P&H,
Thirdcoast and their respective businesses. The forward looking events
and circumstances discussed in this release may not occur and actual
results could differ materially as a result of known and unknown risk
factors and uncertainties affecting P&H, Thirdcoast and their
respective businesses. No forward-looking statement can be guaranteed.
Forward-looking statements speak only as of the date on which they
are made and P&H does not undertake any obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.

Percentages Used Herein

Percentages referenced herein are approximate and have been calculated
based upon outstanding share data provided to P&H by Thirdcoast.

About P&H

Winnipeg, Manitoba-based Parrish & Heimbecker, Limited is a 102 year old
privately held Canadian company with grain elevators, terminals and
flour mills across Canada. P&H has grown into a diversified,
vertically integrated company that is committed to agribusiness and the
entire agri-food industry. The P&H group of companies covers a wide
spectrum of the agribusiness sector, mirroring very closely the diverse
face of Canadian agriculture. P&H is actively growing and adapting to
meet changing demands of the consumer. For more information, visit http://www.parrishandheimbecker.com.

This press release does not constitute an offer to buy or an invitation
to sell, or the solicitation of an offer to buy or invitation to sell,
any securities of Thirdcoast. Such an offer may only be made pursuant
to an offer and takeover Bid circular filed with applicable securities
regulatory authorities.

SOURCE Parrish & Heimbecker, Limited

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