TORONTO, April 19 /CNW/ - Tahera Diamond Corporation ("Tahera" or the

"Company") is pleased to announce that it has entered into an agreement (the

"Arrangement Agreement") with Ag Growth Income Fund (TSX: AFN.UN) ("Ag

Growth") pursuant to which, among other things, Benachee Resources Inc.

("Benachee"), a wholly-owned subsidiary of the Company, will transfer

substantially all of its assets and liabilities to a new subsidiary of the

Company.

This transaction will occur pursuant to a statutory plan of arrangement

(the "Plan of Arrangement") under Section 192 of the Canada Business

Corporations Act ("CBCA") and is expected to become effective in June 2009.

Under the Plan of Arrangement, Ag Growth unitholders will receive one

common share of Benachee in exchange for every trust unit of Ag Growth held on

the effective date of the transaction, and Benachee will change its name to

"Ag Growth Industries Corporation". Upon completion of the transaction, Ag

Growth Industries Corporation ("New Ag Growth") will operate the existing

businesses of Ag Growth and its subsidiaries and the existing trustees and

management of Ag Growth will become the board and management of New Ag Growth.

New Ag Growth is not, as a consequence of this transaction, acquiring any

additional business carried on by Benachee. Pursuant to the Plan of

Arrangement, Benachee will transfer all of its assets and all of its

liabilities to a new subsidiary of the Company. Pursuant to the Plan of

Arrangement, consideration with an aggregate value of $13 million (calculated

in accordance with the Plan of Arrangement) in the form of cash, $4 million in

common shares and $4 million in convertible preferred shares of New Ag Growth,

will be received by the Company and paid to Caz Petroleum Inc. ("Caz"), the

Company's senior secured creditor. Caz has entered into a support agreement

with Ag Growth pursuant to which, among other things, it has agreed to support

the Plan of Arrangement and the application for the Companies' Creditors

Arrangement Act ("CCAA") approval order. Caz has put in place a

debtor-in-possession credit facility of up to $5 million to finance the

restart of the Jericho Mine. Cormark Securities Inc. is acting as financial

advisor to Caz for the purposes of this transaction.

This transaction is subject to various customary commercial conditions,

including the receipt of regulatory approvals which include the approval of

the Toronto Stock Exchange. This transaction is also subject to the approval

of the court (both pursuant to the CBCA in respect of the Plan of Arrangement

and the CCAA in respect of Benachee and the Company, which are both subject to

an order providing creditor protection under the CCAA) and of not less than 66

2/3% of the votes cast at the meeting of Ag Growth unitholders to be held to

consider the arrangement. CCAA Court approval is to be obtained by April 30,

2009. This transaction is expected to close prior to the end of June 2009.

Complete details of the terms of the Plan of Arrangement are set out in

the Arrangement Agreement that will be filed by the Company on SEDAR

(