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Agricore United increases 2006 net earnings by 64 percent to $21 million
Winnipeg, Manitoba
November 30, 2006
Agricore United announces redem- ption of convertible debentures
Agricore United announced today its intention to fully redeem its outstanding 9% convertible unsecured subordinated debentures due November 30, 2007 (the "Debentures") on January 10, 2007 (the "Redemption Date"). The outstanding principal amount under the Debentures is $105 million. Pursuant to the trust indenture governing the Debentures, the Company will settle the principal amount of the Debentures by issuing and delivering Limited Voting Common Shares (the "Shares") and will settle any accrued and unpaid interest on the Debentures in cash.

The Company had previously announced in its second quarter report issued June 8, 2006 that it expected to exercise its option to redeem the Debentures in exchange for Shares. The redemption will improve the Company's leverage ratio and lower its interest costs for the 2007 fiscal year. Assuming no voluntary conversions prior to January 10, 2007, the Company will save $8.4 million in interest expense compared to what it would have paid through to the maturity of the Debentures on November 30, 2007.

The number of Shares to be issued pursuant to the redemption will be determined by dividing the principal amount of the outstanding Debentures on the Redemption Date by 95 percent of the volume weighted average trading price of the Shares on the Toronto Stock Exchange for 20 consecutive trading days ending on January 3, 2007. The Company will pay the cash equivalent value in lieu of issuing fractional Shares.

Holders of Debentures are reminded that they have the right to convert their Debentures at any time prior to 5:00pm (Toronto time) on January 9, 2007 at a conversion rate of 133.3333 Shares for each $1,000 principal amount of Debentures so converted.

Agricore United (TSX: AU) today announced record net earnings for the twelve months ended October 31, 2006 of $21 million ($0.43 basic and diluted earnings per share), compared with $13 million ($0.25 basic and diluted earnings per share) a year earlier. The increase in earnings of $8 million or 64 percent compared to the prior year was driven primarily by a 12 percent improvement in grain handling shipments, together with improved performance in the livestock segment.

The company increased earnings before interest, taxes, depreciation and amortization (EBITDA), by $12 million to $141 million for the twelve month period. The higher EBITDA contributed to a $9 million improvement in cash flow provided by operations of $84 million and resulted in free cash flow of $55 million in 2006.

“In 2006, Agricore United continued its momentum of the past four years and recorded its highest EBITDA, cash flow and earnings since the merger of United Grain Growers Limited and Agricore Cooperative Ltd. in 2001”, says Brian Hayward, Chief Executive Officer. “We have demonstrated the capacity to generate significant cash flow and bottom line results and I’m particularly encouraged by our performance as we move into a process of evaluating and responding to the hostile takeover offer we recently received from Saskatchewan Wheat Pool. While our Board will formally respond to the offer shortly, my view is that their offer significantly undervalues Agricore United and its prospects.”

“A special committee has been formed to review the hostile takeover offer by Saskatchewan Wheat Pool. We are continuing to evaluate the predominantly all-stock offer and to look at the alternatives to the offer, including the option of remaining as a stand-alone company,” says Jon Grant, Chair of the Special
Committee of the Board of Directors of Agricore United.

“Agricore United is a company that our customers and investors have grown to trust. Thanks to the efforts of our employees, we have delivered on our commitments to improve services to customers, improve results and reduce debt for our shareholders,” says Hayward. “We are optimistic we can sustain this momentum and keep reinvesting for continued growth and enhanced value.”

Performance Highlights

Industry shipments of the six major grains for the twelve months ended October 31, 2006 were 33 million tonnes, an increase of four million tonnes or 15 percent compared to last year. The company’s total grain shipments increased by 12 percent, or over one million tonnes in 2006 compared to the prior year. The ratio of the company to industry grain shipments declined one percent from the prior year as a result of a change in the proportionate contribution of volume originating from the three prairie provinces. The company has significantly greater market share in Manitoba, where grain production declined in 2005, than in Saskatchewan where production was dramatically higher last year. Nonetheless, the company increased its
market share in Saskatchewan in 2006 and increased shipments from Alberta which offset the decline in Manitoba and lessened the impact on the company’s overall market share.

The level of inventory turnover in Agricore United’s grain handling network is a key factor in the company’s profitability. The company’s network of facilities was built to move grains and oilseeds efficiently from farmgate to end-user, realize the related railway incentives available for loading multi-car unit trains, and minimize the length of time product is held in storage. Agricore United’s inventory turn factor, a measure of efficient use of storage capacity, increased to 8.7 times compared to 7.9 times for the prior fiscal year. This represents a turn factor 36 percent higher than the industry average of 6.4 times in 2006. The company maximizes rail incentives it can earn from the railways by shipping about 80 percent of its total shipments in 50 or 100 rail car loads, compared to an industry average of about 74 percent. The remaining shipments would not otherwise be eligible for rail incentives as these shipments relate primarily to inter-provincial movements of barley and feed wheat for domestic markets where customer facilities are not equipped to handle multi-car blocks and to movements of specialty crop commodities such as canary seed and peas which are not shipped in 50 or 100 car loads.

Grain handling margins of $22.34 per tonne for the twelve months ended October 31, 2006 improved by
$1.08 per tonne (or five percent) compared to the prior year. The increased margins in 2006 reflect a 24
percent increase in the proportion of 2006 shipments handled through the company’s port terminals and
improved port terminal margins per tonne (from increased storage, cleaning and blending revenue) as well
as ancillary revenues such as drying and wharfage. The incremental margin also includes $0.46 per tonne
that reflects higher 2006 earnings from the company’s interest in Prince Rupert Grain Terminal, together with
a recovery related to an adjustment to the company’s proportionate interest.

Gross profit and net revenue from the grain handling segment improved by $37 million (or 18 percent)
compared to the prior year. Since operating, general and administrative (OG&A) expenses in this segment
are substantially fixed, these expenses increased by only $6 million (or four percent) in 2006. As a result,
segment EBITDA increased by $31 million, an improvement of more than 45 percent from the prior year.
A reduction in crop nutrition sales of $28 million in 2006 was the main reason for the $44 million decline in
crop input sales in 2006. The reduction in crop nutrition sales is attributed to higher fertilizer prices in the
spring which limited producer fertilizer applications as well as to the absence of fertilizer sales in the first
quarter of 2006 as most sales were completed prior to November 1, 2005. Crop protection sales also
declined by $17 million largely due to reduced sale prices on products coming off patent protection and
regional weather conditions which impacted weed emergence in June, a key sales month.

Gross profit and net revenue from the crop production services segment decreased by $28 million for the
twelve months ending October 31, 2006, largely a result of reduced sales activity, industry wide pressures on
fertilizer margins due to volatile natural gas prices in the year, and reduced fertilizer margins from the
company’s proportionate share in Western Cooperative Fertilizers Limited (“Westco”). However, higher
margins realized on crop protection sales mitigated the lower sales in that product line. Reduced gross profit
in 2006 was offset by improved cost containment which resulted in a $5 million reduction in OG&A expenses,
with segment EBITDA declining by $23 million from the prior year.

The livestock services segment continued its upward trend. Feed sales of 1.1 million tonnes for the twelve
months ending October 31, 2006 increased by 138,000 tonnes (or 14 percent) over 2005, despite a 30,000
tonne decline in feed volumes attributed to the divestiture of the feed mill in Armstrong, B.C. in 2006. The
higher volumes contributed to higher gross profit and net revenue from services for fiscal 2006 of $59 million,
an improvement of nine percent. Results for the livestock services segment include the results of the
company’s investment in Hi-Pro Feeds since its acquisition on August 14, 2006. Hi-Pro Feeds, a feed
manufacturing operation headquartered in Friona, Texas, contributed 134,000 tonnes and $5 million in gross
profit to the livestock segment in the fourth quarter of 2006.

OG&A expenses in the livestock division increased by $3 million for the twelve months ended October 31,
2006, largely due to the acquisition of Hi-Pro Feeds in the fourth quarter. EBITDA for the livestock division
improved by 11 percent, or $2 million in 2006.

For the twelve months ending October 31, 2006, financial markets EBITDA improved by $1.3 million or 25
percent compared to the prior year. Results for this segment include a contribution of $302,000 related to
the company’s new PRISM™ pilot program, which uses sophisticated technology to combine and manage a
bundled product offering with a risk management component that mitigates customers’ potential yield losses.
The development of PRISM™ is another example of Agricore United’s focus on providing solutions to its
customers, much like the solution it advanced several years ago when it first developed AU Financial and
Unifeed Financial to provide direct financing to producers to meet their growing working capital needs.

“Agricore United is on the cutting edge of information technology in the agriculture industry,” says Hayward.
“We have technology platforms that represent significant assets of the company.” Hayward says the
company’s customized systems provide the company with a strategic competitive advantage which is
reflected in its operating profitability, providing superior real time connections between farmer customers,
frontline operations, transportation and logistics services, corporate office and end-use customers. The
innovative capabilities of the company’s information technology group have been recognized on a number of occasions, including the recent honours received as a finalist in the Canadian Information Productivity
Awards for innovation in its development of a disaster recovery site in 2006.

Consolidated OG&A expenses continued to track below inflation, increasing by less than $2 million or half a
percentage point for the twelve months ended October 31, 2006. Payroll increases amounted to $5 million,
largely a result of increased grain handling activity and higher wage costs, while other OG&A expenses
declined by $3 million.

A gain on disposal of assets of $2 million was reported for the twelve months ended October 31, 2006. This
includes a release of almost $2 million in provisions originally established on the write-down of redundant
assets. Apart from this component, the gain on disposal also includes the gain on the disposal of a U.S.
partnership interest held by the company’s subsidiary, Demeter (1993) Inc., the company’s proportionate
share of a gain on the sale of land in Westco, and losses realized on the disposition of assets in the normal
course of business.

Net earnings for the twelve months ended October 31, 2006 include a $2 million loss on the settlement of an
interest rate swap associated with the refinancing of the company’s long term debt in September, 2006. As
discussed in note 7 in the unaudited Consolidated Financial Statements below, the new long term debt
arrangements provide for a US$138 million senior secured term loan (the “Term B Loan”), maturing
September 6, 2013, with a floating interest rate of US LIBOR plus 1.75 percent, repayable in quarterly
instalments of US$345,000 to maturity or in full at any time before maturity without premium. An interest rate
swap of US$50 million at a fixed rate of 7.17 percent with a Schedule I Bank was used to hedge a portion of
the floating interest rate on the Term B Loan. In addition, a cross currency interest rate swap with a
Schedule I Bank of $97 million was used to hedge the currency risk of a portion of the Term B Loan
advanced to the Canadian operations, and the floating LIBOR interest rate was swapped to a floating rate
based on Canadian Banker’s Acceptances plus 2.085 percent.

Since the merger date on November 1, 2001, Agricore United has significantly reduced its debt and
improved its leverage ratio from about 61 percent to 42 percent at October 31, 2006, nearing its target levels.
The company’s net funded debt at October 31, 2006 was $443 million, a reduction of $43 million from last
year. The company’s average net debt to EBITDA of 3.5 times at October 31, 2006 is substantially
unchanged from the ratio of 3.4 times at October 31, 2005, despite the increased debt associated with the
acquisition of Hi-Pro Feeds. The company’s ratio of EBITDA to fixed charges has improved from 0.9 times
last year to about 1.2 times at October 31, 2006. With the continuation of the company’s integrated
insurance program, including its grain volume insurance coverage for a further three year term, effective
November 1, 2006, the company has significantly reduced the financial and cash flow risk associated with
the underlying grain volume volatility due to weather, even at its current leverage levels.

“In 2001, Agricore United promised to pay down debt and we have done so, through effective execution of
our operational plans and attention to shareholder value”, says Hayward. “We believe that the renegotiation
of some of our long-term debt financing arrangements in September 2006 gives the company additional
flexibility, as reduced interest and principal commitments will further contribute to free cash flow to reinvest
for growth.”

Outlook

Favourable harvest conditions in the fall have contributed to above average quality of the cereal crop for
2006, with over 90 percent of the crop falling into the top grades and higher protein content compared to the
past two years. Statistics Canada has estimated western Canadian 2006 crop year production of the major
grains to be about 49 million tonnes, near the 10 year average (excluding the unprecedented 2002 drought).
Yields for the oilseed crop are below last year, but supply is expected to be offset by high levels of carry-in
stocks that exist at the end of the 2006 crop year. Notably, production in Manitoba is anticipated to rebound
significantly in 2006, up about 67 percent from 2005, when excessive moisture devastated crops. Production
in Alberta is expected to fall by about 15 percent, while Saskatchewan production is estimated to fall by
about 18 percent, given flooding in certain regions of the province this year. As the company’s market share
is more concentrated in Manitoba and Alberta, the net increase in production in those provinces is expected
to have a favourable impact on the company’s overall percentage of industry shipments in 2007.

Precipitation levels were above average throughout most of the prairies in 2006 and with good sub-soil
moisture conditions in the early spring, on-farm surface water supplies at November 1, 2006 indicate that no
water shortages are anticipated across western Canada, apart from the southernmost area of Saskatchewan
along the U.S. border. Natural gas prices (the predominant component in the manufacture of fertilizer) have
stabilized at lower levels than earlier this year which should mitigate the risk of potential inventory
depreciation on fertilizer in the spring.

The acquisition of Hi-Pro Feeds and the resulting expansion of the livestock services division will increase
the capacity of the company’s feed manufacturing operations by about 600,000 tonnes. While not
necessarily indicative of future performance, on a pro-forma basis for the twelve months ended October 31,
2006, the EBITDA reported by Hi-Pro Feeds would have increased the livestock segment’s EBITDA by about
$10 million.

“The initiatives we delivered this year have already made a healthy contribution to our bottom line,” says
Hayward. “We will continue to explore growth opportunities pursuant to the strategic intents we announced
earlier this year.”

Use of Non-GAAP Terms

Earnings before interest, taxes, depreciation and amortization (EBITDA) and earnings before interest, taxes,
gains or losses on asset disposals, discontinued operations net of tax and unusual items (EBIT) are provided
to assist investors in determining the ability of the company to generate cash flow from operations to cover
financial charges before income and expense items from investing activities, income taxes and items not
considered to be in the ordinary course of business. A reconciliation of such measures to net income is
provided in the Consolidated Statements of Earnings and in Note 4 to the unaudited Consolidated Financial
Statements below. The items excluded in the determination of such measures include items that are noncash
in nature, income taxes, financing charges or items not considered to be in the ordinary course of
business. EBITDA and EBIT provide important management information concerning business segment
performance since the company does not allocate financing charges or income taxes to these individual
segments. Such measures should not be considered in isolation to or as a substitute for (i) net income or
loss, as an indicator of the company’s operating performance, or (ii) cash flows from operating, investing and
financing activities as a measure of the company’s liquidity.

Free cash flow is provided to assist investors and is used by management in determining the cash flow
available to meet ongoing financial obligations, including principal repayments on debt and discretionary
dividend payments and refers to cash flow provided by operations less sustaining investing activities. Free
cash flow for the twelve months ended October 31, 2006 is calculated as follows: (i) cash flow provided by
operations ($84.3 million); less (ii) property, plant and equipment expenditures ($21.1 million); plus (iii)
proceeds from disposal of property plant and equipment ($4.9 million); less (iv) increase in other assets
($12.7 million). Such a measure should not be considered in isolation of or as a substitute for cash flow
provided by operations as a measure of the company’s liquidity.

Net funded debt is provided to assist investors and is used by management in assessing the company’s
liquidity position and is used to monitor how much debt the company has (excluding the 9 percent convertible
unsecured subordinated debentures) after taking into account liquid assets such as cash and cash
equivalents. As at October 31, 2006 and 2005, the company’s net funded debt of $443.3 million and $486.8
million, respectively, is calculated as follows: (i) long-term debt (2006 – $334.3 million; 2005 - $283.3
million); plus (ii) the current portion of long-term debt (2006 – $21.9 million; 2005 - $39.3 million); plus (iii)
bank and other loans (2006 - $133.6 million; 2005 – $200.8 million); less (iv) cash and cash equivalents
(2006 - $46.5 million; 2005 - $36.6 million). Such a measure should not be considered in isolation of or as a
substitute for current liabilities, short-term debt, or long-term debt as a measure of the company’s
indebtedness.

Average net debt to EBITDA is provided to assist investors and is used by management in order to assess
the company’s liquidity position and monitor the company’s debt obligations relative to its annualized
EBITDA. Average net debt to EBITDA at October 31, 2006 and 2005 of 3.5 times and 3.4 times,
respectively, is calculated by dividing the average net debt as at such date by the EBITDA for the trailing
twelve month period ending on such date. EBITDA for each of the fiscal periods ended October 31, 2006 and 2005 is $140.6 million and $128.7 million, respectively. Average net debt as at such dates is calculated
by taking the sum of the net funded debt (calculated as noted above) as at the end of each month during the
12 months ended on such date and dividing it by 12. The average net debt computed for the period ended
October 31, 2006 was $498.2 million (2005 - $442.0 million).

EBITDA to fixed charges is provided to assist investors and is used by management in order to determine
the ability of the company to service its committed sustaining capital needs and financial obligations from
EBITDA. EBITDA to fixed charges at October 31, 2006 and 2005 of 1.2 times and 0.9 times, respectively, is
calculated by dividing EBITDA for the twelve month period ended on such date by the fixed charges as at
such date. EBITDA for each of the periods ended October 31, 2006 and 2005 is $140.6 million and $128.7
million, respectively. Fixed charges as at such dates is calculated as follows: (i) property, plant and
equipment expenditures (2006 - $21.1 million; 2005 - $36.4 million); plus (ii) scheduled long-term debt
repayments (2006 - $39.7 million; 2005 - $39.3 million); plus (iii) interest and securitization expenses (2006 -
$52.8 million; 2005 - $49.9 million); plus (iv) dividends (2006 - $6.5 million; 2005 - $6.5 million); and (v) cash
taxes (2006 - $207,000; 2005 - $4.7 million).

Such measures do not have any standardized meanings prescribed by Canadian GAAP and are therefore
unlikely to be comparable to similar measures presented by other companies.

Agricore United is one of Canada’s leading agri-businesses with headquarters in Winnipeg, Manitoba and extensive operations and distribution capabilities across western Canada, as well as operations in the United States and Japan. Agricore United uses its technology, services and logistics expertise to leverage its network of facilities and connect agricultural customers to domestic and international customers and suppliers. The company’s operations are diversified into sales of crop inputs and services, grain merchandising, livestock production services and financial services. Agricore United’s common shares are traded on the Toronto Stock Exchange under the symbol “AU”.

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