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Dominion Citrus Income Fund Signs Definitive Agreement for Sale of Assets

/ -- TORONTO, ONTARIO -- (Marketwired) -- 05/24/16 -- Dominion Citrus Income Fund (TSX: DOM.UN) (the "Fund") reports that, further to its May 12 and May 16, 2016 news releases, the Trustees of the Fund have signed a Definitive Agreement with 2510891 Ontario Inc. (the "Purchaser"), the nominee of Paul Scarafile, President and CEO of Dominion Citrus Limited ("DCL"), to sell the assets of the Fund to the Purchaser for an aggregate purchase price of $10,805,070. The assets of the Fund which are being sold are the common shares of DCL, the participating notes issued by DCL in favour of the Fund and the option issued by DCL to the Fund for the purchase by the Fund of the common shares of Dominion Farm Produce Limited, one of the subsidiaries of DCL, (collectively, the "Assets"). The closing of the sale of the Assets is still subject to satisfactory due diligence by the Purchaser and to the approval of the unitholders of the Fund (the "Unitholders").

The Fund will proceed as expeditiously as possible to call a special meeting of the Unitholders for the purposes of seeking approval for the sale of the Assets. Assuming the sale of the Assets is approved by the Unitholders and then closes, the intention of the Trustees is to distribute to the Unitholders the net proceeds of the sale of the Assets, after expenses and a reserve for indemnity.

If completed, the sale of the Assets would constitute a related party transaction as that term is defined in Multilateral Instrument 61-101 entitled "Protection of Minority Security Holders in Special Transactions" adopted by the Ontario and Quebec securities commissions. Accordingly, a formal valuation of the Assets was required to be obtained by the Fund and the proposed sale of Assets will require "majority of minority" approval by the Unitholders, i.e. exclusion of the votes of interested parties.

A Management Information Circular for the special meeting will be mailed by the Fund to the Unitholders which will include the details of the proposed sale of Assets, the Definitive Agreement, or a summary thereof, and a copy of the Klein Farber Corporate Finance Inc. ("Klein Farber") valuation of the Assets, or a summary thereof.

The Fund and DCL have posted the Klein Farber valuation report and the Definitive Agreement on SEDAR under the issuer profiles for the Fund and for DCL.

About Dominion

The Fund is a publicly traded, unincorporated, open-ended limited purpose income trust. On January 1, 2006, all of the common shares of DCL were exchanged for trust units of the Fund. The trust units are listed on the TSX under the symbol DOM.UN.

DCL is a diversified food company supplying fresh produce to a wide variety of customers in retail, foodservice and food distribution businesses. DCL provides procurement, processing, repacking, sorting, grading, warehousing and distribution services to its major domestic markets being Ontario and Quebec. DCL also supplies products to customers in the United States. The Fund's website may be accessed at

Cautionary Statement Regarding Forward Looking Information and Statements

Certain statements contained in this press release contain "forward-looking information" pursuant to Canadian securities laws ("forward-looking statements"). Forward-looking statements relate to future events or the Fund's or DCL's future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential" and "capable" and similar expressions are intended to identify forward-looking statements. These forward-looking statements may be affected by the risks and uncertainties in the Fund's and DCL's businesses, including those described in the Fund's and DCL's most recent annual information form filed on SEDAR at The forward- looking statements in this press release include statements about completion of satisfactory due diligence of the proposed sale of Assets, calling the special meeting of Unitholders, preparation and mailing of a Management Information Circular for the special meeting and the contents of the circular, the approval by the Unitholders of the proposed sale of the Assets and of the proposed winding up of the Fund and the proposed distribution, after winding up and other expenses, of the net proceeds of the sale of Assets to Unitholders. Any forward-looking statements speak only as of the date of this press release, and the Fund and DCL assume no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this press release except as required by applicable securities laws.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Dominion Citrus Income Fund
Peter McLaughlin
Chairman of the Board of Trustees
(416) 802-2367