Corporate reorganization of Shermag Inc. resulting in its privatization

SHERBOOKE, QC, March 25 /CNW Telbec/ - Shermag Inc. ("Shermag" or the "Company") announces today that it held its annual and special meeting of shareholders, in accordance with the Notice sent to its shareholders.

Annual and Special Meeting of Shareholders

Before this meeting, the Company obtained a partial revocation of the cease trade order issued by the Autorité des Marchés Financiers (the "AMF") on December 1, 2009 and by the Ontario Securities Commission (the "OSC") on November 20, 2009, only in order to proceed with its corporate reorganization. Shermag's shares were listed and traded on the TSX Stock Exchange (TSX: SMG) up to their suspension on May 1, 2009 and their delisting on July 31, 2009.

Shermag announces today that shareholders have voted in favour of all the resolutions listed in the Management Proxy Circular, namely:

    
    - The adoption of by-law 2010-1 abrogating the Company's authorized share
      capital, replacing it with an authorized share capital comprising three
      classes of shares, namely a new class of common shares, class A
      preferred shares and class B preferred shares and the conversion of all
      55,015,391 issued common shares into class B preferred shares and the
      700,000 issued second ranking series 1 preferred shares into 700,000
      class A preferred shares.
    - The Company's corporate reorganization comprising the following
      transactions: the abrogation of the existing share capital, the
      subscription of Groupe Bermex Inc. by way of private placement to
      100 new common shares for a total price of $100 and the repurchase by
      Shermag of all the class B preferred shares at a price of $0.03 per
      share.
    

Corporate reorganization

The above-mentioned shareholders' approval gives full effect to the abrogation of Shermag's share capital, to the conversion of the issued common shares into class B preferred shares and their repurchase at $0.03 per share.

By way of private placement of the new common shares of Shermag, Groupe Bermex Inc. becomes the unique shareholder of all the Company's issued common shares and will therefore be allowed to pursue the implementation of its relaunch plan for Shermag's activities.

In order to complete its restructuring, Shermag will file an application to the AMF and to the OSC for a complete revocation of the cease trade order and an application for the revocation of its reporting issuer status, with effect in the days following the reorganization.

Profile

Shermag, headquartered in Sherbrooke, Québec, is an importer and a manufacturer of quality residential furniture. Shermag presently has more than 200 active employees and has manufacturing operations and a global sourcing division.

Groupe Bermex Inc., founded in 1983 and headquartered in Maskinongé, Québec, is one of North America's largest furniture manufacturers and presently has, including Shermag, 794 active employees throughout 14 manufacturing plants, one development centre, two distribution centres and administrative offices with head office located in Maskinongé.

Disclaimer

This news release contains forward-looking statements about the Company's operations, objectives, strategies, financial situation and performance. These statements are made based on assumptions and management's best estimates with regard to future events. However, the business of the Company is subject to risks and uncertainties that could cause actual results to differ from expected results. Important factors that could cause such differences are changes in pricing pressure being exerted by competitors, particularly Asian-based companies, or significant movement in the Canadian/US dollar exchange rate. This is not an exhaustive list. A broader evaluation of risk factors that could affect future performance can be found in the Company's Annual MD&A filed with Canadian securities regulatory authorities. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information: Shermag Inc.: Mrs. Josée Girard, CA, Vice-President, Finance, [phone]; Groupe Bermex Inc., Mr. Michel Martineau, CA, CBV, Vice-President, Strategic Development, [phone]