Foremost Income Fund Reports First Quarter Results, Asset Acquisition, Trust Unit Redemption Price of $6.40 Per Unit and Temporary Suspension of Quarterly Distributions


CALGARY, ALBERTA--(Marketwire - June 15, 2011) - Foremost Income Fund announces the financial results for the three months ended March 31, 2011.


Condensed Consolidated Interim Statements of                                
 Comprehensive Income                                                       
Unaudited                                                                   
                                                        Three months ended  
                                                            March 31,       
(000's), except per Trust Unit amounts                      2011       2010 
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Revenue                                              $    56,398 $   42,884 
Cost of sales                                             46,080     34,500 
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Gross margin                                              10,318      8,384 
Administrative expenses                                    4,632      4,059 
Depreciation and amortization                                937      1,000 
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Income from operations                                     4,749      3,325 
Other expenses and (income)                                                 
 Interest expense (income)                                    12        (20)
 Foreign exchange loss                                        13        157 
 Other expense (income)                                        7         (1)
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Income before tax                                          4,717      3,189 
Deferred income tax reduction                                  -          - 
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Net income and comprehensive income                  $     4,717 $    3,189 
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Basic and diluted earnings per Trust Unit            $      0.23 $     0.15 

The March 31, 2011 financial statements are the Fund's first condensed consolidated interim financial statements prepared in accordance with IFRSs and IFRS 1 First-time Adoption of International Financial Reporting Standards has been applied. The effects of the business conditions and operational responses by the Fund are found by comparing the 2011 and 2010 adjusted statements of income. The cumulative results of the steps undertaken by the Fund are found by comparing the March 31, 2011 and December 31, 2010 statements of financial position. The key elements are:


--  Revenues increased 31.5% as a result of improvement in the domestic
    heavy oil markets and increased activity in the oil sands development.
    Consolidated revenues were $56.4 million versus $42.9 million for 2010. 
--  Revenues generated outside of Canada decreased from 14.3% to 9.8% of
    total revenues. 
--  Competitive pressures generated a gross margin percentage of 18.3% as
    compared with 19.6% in 2010. 2011 gross profits were $10.3 million as
    compared with $8.4 million for 2010. 
--  Selling, general and administrative expenses increased 14.9%. 2011
    figures include $0.6 million related to Brahma and Air and Gas G.P.
    which did not exist in 2010. Selling, general and administrative
    expenses were $4.6 million in 2011 and $4.0 million for 2010. 
--  Minor fluctuations in the exchange rates between the Canadian dollar
    against the U.S. dollar resulted in a $13,000 exchange loss compared to
    a $157,000 loss in 2010. 
--  Income from operations increased 42.8% to $4.7 million versus $3.3
    million for 2010. 
--  Comprehensive and net income was $4.7 million compared to a $3.2 million
    in 2010. 
--  Trust unit distributions, were $0.10 per trust unit or $2.1 million in
    2011 and 2010. The 2011 and 2010 trust unit distributions were paid from
    cash reserves and cash generated by operating activities. 
--  Basic and diluted earnings per Trust Unit were $0.23 per trust unit as
    compared with $0.15 per trust unit in 2010. 
--  Cash flow from operations for 2011, calculated as comprehensive and net
    income (loss) adjusted for items not involving cash such as
    amortization, gains on disposals of property, plant and equipment, trust
    units based compensation and changes in working non-cash working capital
    totaled $5.0 million versus a depletion of $1.0 million for 2010. 

Condensed Consolidated Interim                                              
 Statement of Financial Position                                            
Unaudited                                                                   
                                         March 31 December 31     January 1 
                                             2011        2010          2010 
(000's)                                              (Note 12)     (Note 12)
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Assets                                                                      
Current assets                                                              
 Cash                                $     21,248 $    21,766  $     37,035 
 Accounts receivable                       43,005      37,686        19,444 
 Inventories                               51,583      41,275        34,563 
 Prepaid expenses                           1,338         749           353 
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                                          117,174     101,476        91,395 
Property, plant and equipment              44,318      44,813        47,298 
Deferred tax assets                        29,644      29,644        19,485 
Goodwill                                    3,154       3,154             - 
Intangibles and other assets                1,572       1,628         1,431 
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                                     $    195,862 $   180,715  $    159,609 
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Liabilities and Unitholders' Equity                                         
Current liabilities                                                         
 Accounts payable and accrued                                               
  liabilities                        $     26,251 $    15,560  $     12,811 
 Warranty provisions                          907         835         1,060 
 Deferred revenue                          15,425      10,747         6,467 
 Trust unit options                           178         188           225 
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                                           42,761      27,330        20,563 
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Unitholders' equity                                                         
 Unitholders' capital                      60,888      62,195        62,115 
 Accumulated earnings                      92,213      91,190        76,931 
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                                          153,101     153,385       139,046 
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                                     $    195,862 $   180,715  $    159,609 
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--  Cash decreased $0.5 million to $21.2 million at March 31, 2011. This
    decrease was generated from a combination of greater funds flow from
    operations, $0.7 million of net capital expenditures and, $2.8 million
    of Trust Unit redemptions and $2.1 million of distributions to Trust
    Unit holders. 
--  Non-cash working capital accounts consist of accounts receivable,
    inventories, prepaid expenses, accounts payables, accrued liabilities,
    and deferred revenue. All of these account balances at March 31, 2011
    increased relative to December 31, 2010, reflecting the impact of
    increased business activity. 
--  Working capital, defined as current assets less current liabilities
    increased $0.3 million to $74.4 million as at March 31, 2011. 
--  Property, plant and equipment at March 31, 2011 amounted to $44.3
    million. The $0.5 million decrease relative to 2010 reflects a $0.9
    million decrease from amortization, $0.4 million in disposals, plus $0.8
    million in capital expenditures. 
--  No short-term or long-term bank indebtedness existed at March 31, 2011
    or December 31, 2010. 
--  Unitholders' equity decreased from $153.4 million at December 31, 2010
    to $153.1 million at March 31, 2011. The decrease relates primarily to
    the Trust Unit redemptions and distributions outpacing comprehensive and
    net income for the quarter. 

AQUISTION OF ASSETS:

The Fund is pleased to announce that effective June 6th 2011, through its subsidiary Foremost Universal LP, it has acquired the tank production facility, equipment and select inventory located near Bonnyville, Alberta from Altus Energy Services Partnership. This synergistic group of assets including the 65,000 square foot facility, located north of Bonnyville will boost Foremost Universals' production capacity and grant access to new labor markets. The facility is strategically located and will help to ensure timely and cost effective deliveries to our customers. Foremosts' management team will operate the business with an attention to outstanding product quality, customer service and employee retention. Acquisition costs, to be financed by the Fund's current cash position, will be in the range of approximately $7.8 million in cash, subject to closing adjustments.

TRUST UNIT REDEMPTIONS:

For the period ending March 31, 2011 the Fund redeemed 450,167 Trust Units at $6.40 per unit, of which $2.8 million were paid in cash and $0.1 million being paid in the subsequent month. On transition to IFRS the Fund conducted asset impairment testing by cash generating unit. The Fund determined that its De-In manufacturing facility's carrying value was greater than the fair value. The inactivity at De-In is a direct result of the Fund consolidating its manufacturing operations in the region to the newer and more efficient facility the at its Peaceland location. The Fund has recorded an asset impairment charge of $2.3 million, charged to accumulated earnings ($0.10 per trust unit) on January 1, 2010. Due to this charge and the effect on tangible book value the Trustees have determined that the Fund will continue to redeem tendered Trust Units at tangible book value + 10% or $6.40 per unit.

TRUST UNIT DISTRIBUTIONS:

The Fund has recently concluded an acquisition to expand its business and is continuing to evaluate other strategic expenditures. In addition, the June 6, 2011 Federal Budget introduced a tax change that may require the Fund to fundamentally change its capital structure. Efforts are underway to more fully understand the proposed tax changes; the accounting, legal and investment communities are providing feedback to the Department of Finance, hoping to have the provisions, which in many cases are difficult to understand or apply, at least clarified and hopefully amended. It should be noted that these proposed changes in rules do not relate to the Fund's decision to delist from the Toronto Stock Exchange in December of 2010.

As a result of these proposed tax changes, and to conserve the Fund's financial flexibility, the Trustees have determined it is prudent to forego its June 30, 2011 and possibly the September 30, 2011 distribution. A more definitive course of action will likely be decided before the end of the 2011 fiscal year. To the extent a distribution is not paid, the cash will continue to strengthen the balance sheet and is taken into account in determining future redemption prices.

The Fund is an unincorporated open end mutual fund trust conducting its business through Foremost Universal LP ("Universal") and Foremost Industries LP ("Foremost"). The Fund derives its operational income from both Universal and Foremost. Universal's overall business is focused on the oil and gas industry and contains the business units of:


--  Universal Industries, a manufacturer of oil treating systems, shop and
    field storage tanks; 
--  Maloney Industries, a manufacturer of medium- to large-scale oil and gas
    process treating equipment; 
--  Stettler Universal Limited Partnership, a gas separator manufacturer; 
--  Corlac Industries; Peace Land Fabricating and Supply Ltd. and De-In
    Industries Ltd., all shop tank manufacturers and 
--  Brahma a sub-200 horsepower compressor manufacturer. 
--  Foremost is comprised of the business unit of Foremost Industries, a
    manufacturer of custom equipment used for the oil and gas, construction,
    water-well and mining industries. 

On behalf of the Trustees Foremost Income Fund

James T. Grenon, Trustee

FORWARD-LOOKING STATEMENT

Certain statements in this news release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Fund to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this news release, such statements use words such as "may", "will", "expect", "believe", "plan" and other similar terminology. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this news release. These forward-looking statements involve a number of risks and uncertainties, including: the impact of general economic conditions, industry conditions, changes in laws and regulations, increased competition, fluctuations in commodity prices and foreign exchange, and interest rates.

Contact Information:

Foremost Income Fund
Doug Rae, CA
(403) 295-5800 or Toll Free 1-800-661-9190
(403) 295-5832 (FAX)
investorrelations@foremost.ca
www.foremost.ca