C2C Industrial Properties Inc. Announces Services for Shares Settlement

    




 TORONTO, Sept. 25, 2012 /CNW/ - C2C Industrial Properties Inc. (the  "Company") , announced today that it has agreed to satisfy  a portion of the acquisition and asset management fees owing to  Strathallen Capital Corp. (the "Asset Manager") pursuant to the asset  management agreement dated March 18, 2011, as amended (the "Asset  Management Agreement") between the Company and the Asset Manager by the  issuance of shares. 

 The fees payable to the Asset Manager by the Company for the period from  May 17, 2011 to September 30, 2012 totalled $1,453,577.67.  The Company  proposes to satisfy $711,175.26 of the fees (48.93%) by issuing 158,440  common shares in the capital of the Company in order to preserve its  working capital and funds for future acquisitions.  The issue price of  the common shares will be $4.4886 per share which, in accordance with  the Asset Management Agreement, was the 20-day weighted average trading  price of the common shares immediately prior to approval of the  issuance of the shares. 

 The common shares will be issued in the name of the Asset Manager and  delivered to an escrow agent and released to the Asset Manager on the  basis of 1/3 on the Termination Date, as defined below, and 1/3 on each  of the next two anniversaries of the Termination Date.  For these  purposes, the "Termination Date" means the date that the market value  of the Company's assets first equals or is greater than $500,000,000. 

 The shares issued to the Asset Manager will be subject to a four month  hold period expiring January 26, 2013, in accordance with the policies  of the TSX Venture Exchange Inc. 

 The issuance of the shares is a "related party transaction" as defined  in Multilateral Instrument 61-101 - Protection of Minority Security  holders in Special Transactions ("MI 61-101") as the Asset Manager is  considered to be a non-arm's length party of the Company.  However, the  transaction is exempt from the formal valuation and minority  shareholder approval requirements of MI 61-101 as neither the fair  market value of the common shares issued to the Related Parties nor the  fair market value of the consideration for the transaction exceeded 25%  of C2C's market capitalization, as per section 5.5 and 5.7 of MI  61-101. In addition, independent shareholder approval was obtained on  June 27, 2012 authorizing the issuance of the shares by the Company in  partial satisfaction of the fees owing to the Asset Manager pursuant to  the Asset Management Agreement.  A material change report in respect of  this transaction was not filed at least 21 days in advance of the share  issuance. The Company believes a shorter period between this disclosure  and the issuance of common shares is reasonable, in light of its need  to satisfy its outstanding debts in a timely manner and the relatively  small size of the related party transactions. 

 Further to the TSX Venture Exchange Inc. bulletin dated as of today's  date, the amount of the indebtedness settled by the Company by the  issuance of common shares is $711,175.26. 

 About C2C Industrial Properties Inc.  

 C2C is a real estate investment corporation specializing in the  acquisition, ownership and operation of light industrial properties  across Canada. C2C currently owns 21 industrial assets totaling  approximately 2.0 million square feet of gross leasable area. More  information about C2C  is available at www.c2cip.com. 

 The TSX Venture Exchange Inc. has not reviewed and does not accept  responsibility for the adequacy or accuracy of this press release. 

C2C Industrial Properties Inc.


CONTACT:  C2C Industrial Properties Inc.Chris RossPresident(416) 646-7353 


    

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