Dominion Citrus Confirms Mailing of Management Information Circular and Rights of Dissent for Preference Shareholders

TORONTO, ONTARIO--(Marketwire - March 8, 2013) - Dominion Citrus Income Fund (the "Fund") (TSX:DOM.UN) and Dominion Citrus Limited (TSX:DMN.PR.A.) (the "Company") (collectively, "Dominion Citrus") today announced that the Company has mailed the notice of meeting and accompanying management information circular dated February 28, 2013 (the "Circular") in connection with the meeting that was previously announced on February 28, 2013. The Circular has been mailed to holders (the "Shareholders") of Series A preference shares of the Company (the "Preference Shares") entitled to vote at the special meeting (the "Meeting") and provides details of the matters to be considered at the Meeting, including amendments to the rights and restrictions attached to the Preference Shares (the "Amendments").

The Company further confirms that Shareholders will have dissent rights under Section 185 of the Business Corporations Act (Ontario) ("OBCA") in connection with the Amendments. The dissent rights are summarized below.

Rights of Dissent for Shareholders

Shareholders of the Company may dissent from the special resolution to approve the Amendments (the "Amendment Resolution"), thus requiring the Company to acquire the Preference Shares held by such Shareholder for the fair value thereof, determined as of the close of business on the day before the Amendment Resolution is adopted. In order to do so, Shareholders of the Company are required to follow the procedure set out in Section 185 of the OBCA (the "Dissent Rights" and each Shareholder exercising such rights, a "Dissenting Shareholder").

Section 185 provides that a Shareholder may only make a claim with respect to all the Preference Shares of a class held by him or her on behalf of any one beneficial owner and registered in that Shareholder's name. One consequence of this provision is that the Shareholders may only exercise the right to dissent under Section 185 in respect of the Preference Shares which are registered in their name. The Shareholders whose Preference Shares are registered either: (i) in the name of an intermediary that the Shareholder deals with in respect of the Preference Shares (such as banks, trust companies, securities dealers and brokers, trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, and their nominees); or (ii) in the name of a clearing agency of which the intermediary is a participant, are non-registered Shareholders ("Non-Registered Shareholders") and are not entitled to exercise the right to dissent under Section 185 directly (unless the Preference Shares are re-registered in the Non-Registered Shareholder's name). Non-Registered Shareholders who wish to exercise their right to dissent should immediately contact their intermediary and either: (i) instruct the intermediary to exercise the right to dissent on their behalf (which, if the Preference Shares are registered in the name of a clearing agency, would require that the Preference Shares first be re-registered in the name of the intermediary); or (ii) instruct the intermediary to re-register the Preference Shares in the name of such Non-Registered Shareholder, in which case that Shareholder would acquire the right to dissent directly.

The dissent procedures require that a registered Shareholder who wishes to dissent send a written notice of objection to the Amendment Resolution ("Notice of Dissent") to the Company (i) by registered mail at its head office at 165 The Queensway, Suite 302, Toronto, Ontario, M8Y 1H8, Attention: Financial Controller, or (ii) by facsimile transmission to (416) 259-1731, to be received by no later than 5:00 p.m. (Eastern time) on March 25, 2013 or, in the case of any adjournment or postponement of the Meeting, by no later than 5:00 p.m. (Eastern time) on the date that is one business day immediately preceding the day of the adjourned or postponed Meeting, and must otherwise strictly comply with the dissent procedures described in the Circular. Failure to strictly comply with the dissent procedures set forth in Section 185 of the OBCA will result in a loss of the right to dissent.

The sending of a Notice of Dissent does not deprive a Shareholder of their right to vote on the Amendment Resolution at the Meeting. A vote, either in person or by proxy, against the Amendment Resolution does not constitute a Notice of Dissent and is not required in order to dissent. However, a vote in favour of the Amendment Resolution will deprive such Shareholder of further rights under Section 185 of the OBCA.

Within ten days after the adoption of the Amendment Resolution, the Company is required to notify, in writing, each Dissenting Shareholder that the Amendment Resolution has been adopted. Dissenting Shareholders must, within 20 days after receiving notice of adoption of the Amendment Resolution or, if no such notice is received, within 20 days after such Dissenting Shareholder learns that the Amendment Resolution has been adopted, send to the Company a written notice (the "Demand for Payment") containing the Dissenting Shareholder's name and address, the number of Preference Shares in respect of which a dissent is made and a demand for payment of the fair value of such Preference Shares. Within 30 days after sending the Demand for Payment, the Dissenting Shareholder must send the share certificate(s) representing the Preference Shares in respect of which a dissent is made to the Company or Computershare Investor Services Inc., registrar and transfer agent of the Company, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department ("Transfer Agent"). The Company or its Transfer Agent will endorse on the share certificates a notice that the holder thereof is a Dissenting Shareholder under Section 185 of the OBCA and will forthwith return the share certificate(s).

Dissenting Shareholders that fail to send the Notice of Dissent, the Demand for Payment or the share certificate(s) within the applicable time periods have no right to make a claim under Section 185 of the OBCA.

Under Section 185 of the OBCA, after sending a Demand for Payment, Dissenting Shareholders cease to have any rights as a holder of the Preference Shares in respect of which they have dissented, other than the right to be paid the fair value of such Preference Shares as determined under Section 185 of the OBCA, unless: (i) the Demand for Payment is withdrawn before the Company makes a written offer to pay (the "Offer to Pay"); (ii) the Company fails to make a timely Offer to Pay to the Dissenting Shareholder and the Dissenting Shareholder withdraws his or her Demand for Payment; or (iii) the Company revokes the Amendment Resolution relating to the Amendments. No Shareholders shall be permitted to withdraw such holder's Demand for Payment without the prior written consent of the Company. In all three cases described above, the
Dissenting Shareholder's rights as a Shareholder are reinstated as of the date of the Demand for Payment, and in the first two cases, the Preference Shares in respect of which Dissent Rights had been exercised will be subject to the Amendments if approved.

Not later than seven days after the later of the effective date of the Amendments, being the date shown on the Certificate of Amendment issued by the Director pursuant to Section 172 of the OBCA (the "Effective Date"), and the day the Company receives the Demand for Payment, the Company shall send to each Dissenting Shareholder who has sent a Demand for Payment: (a) an Offer to Pay for the Preference Shares in respect of which the Dissenting Shareholder has dissented in an amount considered by the board of directors of the Company to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or (b) a notification that the Company is unable to lawfully pay for the Preference Shares if the Company is, or after the payment would be, unable to pay its liabilities as they become due, or the realizable value of the Company's assets would thereby be less than the aggregate of its liabilities. Every Offer to Pay made to Dissenting Shareholders for Preference Shares will be on the same terms. The amount specified in an Offer to Pay which has been accepted by a Dissenting Shareholder will be paid by the Company within ten days of the acceptance, but an Offer to Pay lapses if the Company has not received an acceptance thereof within 30 days after the Offer to Pay has been made.

If an Offer to Pay is not made by the Company or if a Dissenting Shareholder fails to accept an Offer to Pay, the Company may, within 50 days after the Effective Date of the Amendments apply to the Ontario Superior Court of Justice (the "Court") to fix a fair value for the Preference Shares of any Dissenting Shareholder. If the Company fails to so apply to the Court, a Dissenting Shareholder may apply to the Court for the same purpose within a further period of 20 days or within such further period as the Court may allow. A Dissenting Shareholder is not required to give security for costs in any application to the Court.

Before making an application to the Court or not later than seven days after receiving notice of an application to the Court by a Dissenting Shareholder, the Company will give to each Dissenting Shareholder who has sent a Demand for Payment and has not accepted an Offer to Pay, notice of the date, place and consequences of the application and of the Dissenting Shareholder's right to appear and be heard in person or by counsel. A similar notice will be given to each Dissenting Shareholder who, after the date of the first mentioned notice and before termination of the proceedings commenced by the application, sends the Company a Demand for Payment and does not accept an Offer to Pay, such notice to be sent within three days thereafter. All such Dissenting Shareholders will be joined as parties to any such application to the Court to fix a fair value and will be bound by the decision rendered by the Court in the proceedings commenced by such application. The Court is authorized to determine whether any other person is a Dissenting Shareholder who should be joined as a party to such application.

The Court will fix a fair value for the Preference Shares of all Dissenting Shareholders and may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date of the Amendments until the date of payment of the amount ordered by the Court. The fair value fixed by the Court may be more or less than the amount specified in an Offer to Pay. The final order of the Court in the proceedings commenced by an application by the Company or a Dissenting Shareholder will be rendered against the Company and in favour of each Dissenting Shareholder who, whether before or after the date of the order, sends the Company a Demand for Payment and does not accept an Offer to Pay. The cost of any application to a Court by the Company or a Dissenting Shareholder will be in the discretion of the Court. Where, however, the Company fails to make an Offer to Pay, the costs of the application by a Dissenting Shareholder are to be borne by the Company unless the Court orders otherwise.

Notwithstanding the above, in no case shall the Company or any other person be required to recognize such Dissenting Shareholders as holders of Preference Shares after the effective time, and the names of such Dissenting Shareholders shall be deleted from the register of holders of Preference Shares at the effective time. No Shareholder shall be permitted to withdraw such holder's dissent without the prior written consent of the Company.

Shareholders should note that any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for such Dissenting Shareholder's dissenting shares.

The above is only a summary of the dissenting shareholder provisions of the OBCA, which are technical and complex. Readers should refer to the full text of Section 185 in the OBCA. Registered Shareholders who wish to exercise their right to dissent should seek legal advice, as failure to comply with the strict requirements set out in Section 185 of the OBCA will result in the loss or unavailability of the right to dissent.

Caution regarding Forward-Looking Statements

This release contains statements, which, to the extent that they are not a recitation of historical fact, may constitute "forward-looking statements". Forward-looking statements may include financial and other projections, as well as statements regarding our future plans, objectives or performance, or our underlying assumptions. The words "estimate", "anticipate", "believe", "expect", "intend" or other similar expressions of future or conditional verbs such as "will", "should", "would" and "could" are intended to identify forward-looking statements. Persons reading this press release are cautioned that such statements are only expectations, and that our actual results or performance may be materially different. Forward-looking information involves certain risks, assumptions, uncertainties and other factors which may cause actual future results to differ materially from those expressed or implied in any forward-looking statements. In particular and without limitation, there is no assurance that the Settlement will be implemented on the terms proposed herein or at all as such implementation is uncertain and subject to a number of risks, many of which are beyond the control of the Company or the Fund. The Company and the Fund may suffer material adverse consequences in the event that the Settlement is not implemented.

Readers should not place undue reliance on these forward-looking statements when making decisions, and should consider the date onto which the statements were made. Except as required under applicable securities law, management disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Dominion Citrus

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

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