24 May 2007
EdgeStone Capital Partners Enters into a Support Agreement to Acquire Stephenson’s Rental Services Income Fund for $6.875 Per Unit in Cash

TORONTO, ONTARIO – (CCNMatthews – May 24, 2007) – Stephenson’s Rental Services Income Fund (the “Fund”) (TSX:RNT.UN) and a fund managed by EdgeStone Capital Partners (“EdgeStone”) today announced that they have entered into a support agreement (the “Support Agreement”) under which EdgeStone has agreed, subject to certain conditions, to offer to acquire all of the outstanding units of the Fund for cash at a price of $6.875 per unit (the “Offer”). The Offer will be made by a wholly-owned subsidiary (the “Offeror”) of EdgeStone by way of a take-over bid circular that will be mailed to unitholders of the Fund (“Unitholders”) on or before June 14, 2007.

The Fund’s Board of Trustees (the “Board”) has unanimously determined that the consideration per unit under the proposed transaction (the “Transaction”) is fair and the transactions contemplated in the Offer are in the best interests of the Fund and the Unitholders and, accordingly, the Board has unanimously recommended that Unitholders tender their units to the Offer. The Fund’s financial advisor, Scotia Capital Inc., has provided an opinion to the Board that the consideration payable under the Transaction is fair from a financial point of view to Unitholders (other than the Offeror or any of its affiliates).

“The transaction announced today represents the best outcome resulting from the strategic review process that the Fund initiated to maximize unitholder value,” said Warren Walker, Chairman of the Board. “This process included an extensive review of all of our alternatives to maximize unitholder value including, among other things, the undertaking of an extensive auction process.”

The consideration being offered to Unitholders under this Transaction represents a premium of approximately 30% to the closing price of the Fund’s units on January 4, 2007, the day prior to the announcement of the Fund’s commencement of the strategic review process.

As part of the Transaction, Iqbal Kassam, a member of the Board and, indirectly through 1610488 Ontario Ltd. and the Kassam Equity Trust, the Fund’s largest unitholder, together with entities controlled by him, has entered into a lock-up agreement to tender, subject to the terms of such agreement, all of the units (including those issuable upon exercise of other securities) beneficially owned or controlled by him, representing, on a fully-diluted basis, approximately 17% of the units of the Fund.

“As a publicly-traded income trust, Stephenson’s was constrained from aggressively pursuing all of the growth opportunities available to us. We are excited to be able to partner with EdgeStone, which has the strategic vision, business operating experience, and capital to support our long-term growth strategy,” said William Swisher, President and Chief Executive Officer of Stephenson’s.

“Stephenson’s is the clear market leader in equipment rental in Toronto and surrounding areas, operating an extensive branch network with unparalleled product offerings and service levels, and tremendous customer satisfaction and loyalty. Stephenson’s is very well positioned to benefit from the ongoing trend of renting versus owning construction and related equipment,” said Gilbert Palter, Chief Investment Officer and Managing Partner of EdgeStone.

Sandra Bosela, Partner of EdgeStone, added, “We are excited to be acquiring such a well managed business as Stephenson’s, and working with such an experienced and talented management team. We look forward to helping Stephenson’s capitalize on the many growth opportunities it will now be positioned to pursue, as well as continuing to offer the superior product offerings and customer service for which Stephenson’s is known.” The Offer will be open for acceptance for a period of not less than 36 days and will be conditional upon, among other things, more than 66 2/3% of the units of the Fund (on a fully-diluted basis) being validly deposited under the Offer and not withdrawn. In addition, the Offer will also be subject to other customary conditions, including the absence of any material adverse change, the obtaining of any relevant regulatory approvals and the absence of any adverse litigation, proceedings or legal prohibition in respect of the Offer. Under the Support Agreement, the Fund has agreed to “no-shop” and “right to match” provisions and to pay a break-fee to, and reimburse the expenses of, the Offeror under certain circumstances, in all cases typical of transactions of this nature. Pending completion of the Offer and subject to certain limitations outlined in the Support Agreement, the Fund intends to operate its business in the ordinary course consistent with past practice.

Unitholders should consult their own investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor with respect to the Transaction, details of which will be contained in the take-over bid circular.

About EdgeStone

EdgeStone is one of Canada’s leading private equity firms and has managed in excess of CDN$2.3 billion of private capital on behalf of institutional and high net worth clients. EdgeStone provides capital, strategic direction and business and financial advice to help promising mid-market and early-stage companies achieve their full potential. EdgeStone leverages the resources of its broad business network and ensures an alignment of interests to achieve superior returns for all stakeholders. EdgeStone is one of the principal entities of the GMP Capital Trust group (TSX:GMP.UN).

About Stephenson’s Rental Services Income Fund

Stephenson’s is the leading equipment and tool rental company in Toronto and the surrounding areas. Over the past 50 years, Stephenson’s has grown from a single location into one of the top ten equipment rental businesses in Canada. Through its 18 branches, Stephenson’s provides rental equipment and sells consumables to a diverse base of over 30,000 customers, divided into three primary categories: (i) residential, new construction; (ii) nonresidential, new construction; and (iii) renovations.

Advisors

Scotia Capital Inc. is acting as financial advisor to the Fund and GMP Securities L.P. is acting as financial advisor to EdgeStone. Goodmans LLP is acting as legal counsel to the Fund and Davies Ward Phillips & Vineberg LLP is acting as legal counsel to EdgeStone.

CONTACT INFORMATION

EdgeStone - Gilbert S. Palter, Chief Investment Officer and Managing Partner, (416) 860-3789 www.edgestone.com

Stephenson's - William D. Swisher, Chief Executive Officer, (905) 507-3650. ext. 204 www.stephensons.ca

TSX Symbol - RNT.UN