Dundee Industrial REIT to Offer to Acquire C2C Industrial Properties Inc. in Friendly Transaction

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES


Key Transaction Highlights



--  Exchange rate represents an Offer price of $4.85 per C2C Share 
    
--  Offer price represents a premium of approximately 30.7% to the volume-
    weighted average trading price of the C2C Shares on the TSX Venture over
    the 10 trading days ended March 18, 2013 
    
--  Offer provides compelling value for C2C Shareholders with ownership in a
    large national industrial portfolio and an opportunity to participate in
    further upside in Dundee Industrial REIT 
    
--  The transaction is immediately accretive to Dundee Industrial REIT 
    
--  For Dundee REIT, this transaction adds a complementary portfolio
    totalling more than 2.5 million square feet of gross leasable area,
    reduces Dundee Industrial REIT's exposure to any one tenant, region or
    industry sector and further solidifies its position as Canada's largest
    national industrial REIT 
    
--  Offer has received unanimous approval by the Board of Directors of C2C
    and the Board of Trustees of Dundee Industrial REIT 
    
--  All Directors and senior management, and certain key shareholders, of
    C2C have entered into lock-up agreements pursuant to which they have
    agreed to tender their securities to the Offer



DUNDEE INDUSTRIAL REIT (TSX:DIR.UN) AND C2C INDUSTRIAL PROPERTIES INC. (TSX
VENTURE:CCH) today jointly announced that they have entered into a support
agreement pursuant to which Dundee Industrial REIT has agreed to make an offer
to acquire all of the issued and outstanding shares (the "C2C Shares ") of C2C
Industrial Properties Inc. ("C2C") in exchange for units of Dundee Industrial
REIT (the "Offer"). C2C Shareholders will receive 0.4485 Dundee Industrial REIT
units for each C2C Share, representing an Offer price of $4.85 per C2C Share
based on the volume-weighted average trading price of the Dundee Industrial REIT
units on the TSX over the 10 trading days ended March 18, 2013. Based on an
Offer price of $4.85 per C2C Share, C2C is valued at approximately $226 million.


The C2C Portfolio comprises 2.5 million square feet of gross leasable area
located primarily in Halifax, Edmonton, Greater Toronto Area and Greater
Montreal Area, including an attractive portfolio of properties and land in the
strong Halifax market.


"The C2C Portfolio is an ideal strategic fit within our current portfolio and
meets our strategic objectives of investing in Canada's largest industrial
markets, growing cashflows for our unitholders, and making our company safer by
further reducing our exposure to any one tenant, region or industry sector,"
said Scott Hayes, President and Chief Executive Officer, Dundee Industrial REIT.


The C2C Portfolio complements the REIT's existing assets in terms of asset type
and quality, as well as other key portfolio metrics. The Portfolio has a current
occupancy rate of 96%, a weighted average lease term of approximately 3.7 years
and an average in-place rent of $5.65 per square foot.




                                                                            
             ---------------------------------------------------------------
                                                   Geographic distribution  
                 Gross leasable area (sq. ft.)              of NOI          
             ------------------------------------ --------------------------
                                                                            
                 Current                            Current       C2C   Pro 
               Portfolio C2C Portfolio  Pro forma Portfolio Portfolio forma 
----------------------------------------------------------------------------
Atlantic                                                                    
 Canada        2,191,503       619,876  2,811,379        18%       33%   21%
Quebec         3,204,516       528,508  3,733,024        24%       13%   22%
Ontario        1,917,401     1,211,822  3,129,223        15%       45%   19%
Saskatchewan     829,815             -    829,815         7%        -     6%
Alberta        3,277,555       168,251  3,445,806        35%        9%   31%
British                                                                     
 Columbia         17,405             -     17,405         1%        -     1%
----------------------------------------------------------------------------
Total         11,438,195     2,528,457 13,966,652       100%      100%  100%
----------------------------------------------------------------------------



The pro forma impact of the acquisition on Dundee Industrial REIT's key
portfolio metrics is detailed below:




----------------------------------------------------------------------------
                                                       Current Pro forma the
Portfolio                                            portfolio   acquisition
----------------------------------------------------------------------------
Gross leasable area (square feet)                 11.4 million  14.0 million
Number of properties                                       158           183
Average remaining lease term (years)                       5.4           5.1
Average in-place rent (per square foot)                  $7.12         $6.86
Average market rent (per square foot)                    $7.57         $7.29
Average tenant size (square feet)                       11,850        11,987
Number of tenants                                          910         1,120
NOI by Multi-tenant / Single-tenant                  62% / 38%     67% / 33%
Occupancy rate (%)                                         96%           96%
----------------------------------------------------------------------------



Dundee expects that Year 1 NOI of the C2C Portfolio will be approximately $14.3
million, resulting in a capitalization rate of 6.4%, excluding 4.7 acres of
vacant land in Halifax. Including property management fee income, the
capitalization rate increases to 6.7%. In addition, Dundee Industrial REIT will
have the ability to grow its cashflow through development of new property on the
vacant land.


Upon completion of the transaction, C2C Shareholders will own approximately 11%
of Dundee Industrial REIT.


C2C has agreed not to solicit alternative proposals and has agreed to pay a
break fee in the amount of $4.0 million to Dundee Industrial REIT, in certain
circumstances, if it enters into an agreement in respect of a superior proposal.
C2C has also provided Dundee Industrial REIT with certain other customary
rights, including a right to match competing offers.


The Offer will be subject to certain conditions typical for transactions of this
nature, including that a minimum of 66 2/3% of the C2C Shares (on a fully
diluted basis) are tendered to the Offer, customary regulatory approvals
(including under the Competition Act) and required consents. There can be no
assurance that all conditions to closing of the acquisition will be satisfied or
waived.


Details regarding the support agreement between Dundee Industrial REIT and C2C
are set out in the definitive support agreement dated March 19, 2013, which will
be available on SEDAR at www.sedar.com.


Dundee Industrial REIT and C2C intend to mail Dundee Industrial REIT's take-over
bid circular describing the terms of the Offer to C2C Shareholders concurrently
with C2C's directors' circular to beneficial holders on or before April 5, 2013.


The proposed sale of C2C to Dundee Industrial REIT follows a review of strategic
alternatives commenced by C2C in December 2012 in order to enhance shareholder
value. "We are satisfied that the transaction with Dundee Industrial REIT
results in the best value available to our shareholders," said David Wright,
Chief Executive Officer of C2C and a member of its board of directors.


The C2C Board has unanimously determined that the Offer is fair to C2C
Shareholders and is in the best interests of C2C and its shareholders and,
accordingly, recommends that shareholders tender their C2C Shares to the Offer.
The C2C Board has received an opinion from National Bank Financial Inc. that the
consideration to be received under the Offer is fair, from a financial point of
view, to C2C shareholders (the "Fairness Opinion"). A copy of the Fairness
Opinion, the factors considered by the C2C Board and the special committee of
the C2C Board in recommending that holders of C2C Shares tender their shares to
the Offer and other relevant background material will be included in the
directors' circular that will be sent to C2C shareholders concurrently with
Dundee Industrial REIT's formal offer and takeover bid circular.


Each of the directors and senior management of C2C, as well as Alberta
Investment Management Corp. and Sentry Investments Inc., key shareholders of
C2C, who collectively beneficially own or control approximately 41% of the
outstanding C2C Shares, have agreed to tender their securities to the Offer.


The Offer has been unanimously approved by the trustees of Dundee Industrial REIT.

GMP Securities L.P. acted as financial advisor to C2C. Bennett Jones LLP and
Owens, Wright LLP acted as legal counsel to C2C. Osler, Hoskin & Harcourt LLP
acted as legal counsel to Dundee Industrial REIT.


The Offer will not be made outside Canada. This press release is not an offer of
securities for sale in the United States. The units and Debentures being offered
have not been and will not be registered under the United States Securities Act
of 1933 and accordingly are not being offered for sale and may not be offered,
sold or delivered, directly or indirectly within the United States, its
possessions and other areas subject to its jurisdiction or to, or for the
account or for the benefit of a U.S. person, except pursuant to an exemption
from the registration requirements of that Act.


About Dundee Industrial REIT

Dundee Industrial REIT is an unincorporated, open-ended real estate investment
trust. Dundee Industrial REIT owns a portfolio of 158 primarily light industrial
properties comprising approximately 11.4 million square feet of gross leasable
area in key industrial markets across Canada. Its objective is to build upon and
grow its portfolio and to provide stable, sustainable and growing distributions
to its unitholders. For more information, please visit www.dundeeindustrial.com.


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 25 industrial assets totaling approximately 2.5 million square
feet of gross leasable area. For more information, please visit www.c2cip.com.


This press release contains forward-looking statements with respect to Dundee
Industrial REIT and C2C and its operations, strategy, financial performance and
financial condition, as well as with respect to the acquisition of the C2C
Portfolio. These statements generally can be identified by the use of
forward-looking words such as "forecast", "may", "will", "expect", "estimate",
"anticipate", "intend", "believe" or "continue" or the negative thereof or
similar variations.


The actual results and performance of Dundee Industrial REIT and the C2C
Portfolio discussed herein could differ materially from those expressed or
implied by such statements. See the risk factors in the public filings of Dundee
Industrial REIT and C2C. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations. Some important
factors that could cause actual results to differ materially from expectations
include, among other things, general economic and market factors, competition,
the failure to receive any required approvals or consents in connection with the
acquisition of the C2C Portfolio or the failure to satisfy or waive any other
condition to the acquisition of the C2C Portfolio, the failure of Dundee
Industrial REIT to realize expected benefits from the acquisition of the C2C
Portfolio, the performance of the C2C Portfolio generally, changes in securities
or other laws or regulations or the application thereof. The cautionary
statements qualify all forward-looking statements attributable to Dundee
Industrial REIT and persons acting on its behalf. The assumptions made in making
forward-looking statements are referred to in the public filings of Dundee
Industrial REIT and C2C. Unless otherwise stated, all forward-looking statements
speak only as of the date of this press release. Except as required by
applicable law, Dundee Industrial REIT and C2C specifically disclaims any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future developments or otherwise.


FOR FURTHER INFORMATION PLEASE CONTACT: 
C2C INDUSTRIAL PROPERTIES INC.
Brian Spence
Chairman
[phone]
[e-mail]


C2C INDUSTRIAL PROPERTIES INC.
David Wright
Chief Executive Officer & Director
[phone]
[e-mail]


C2C INDUSTRIAL PROPERTIES INC.
Christopher Ross
President
[phone]
[e-mail]
www.c2cip.com


DUNDEE INDUSTRIAL REIT
Michael Cooper
Chairman, Executive Committee
[phone]
[e-mail]


DUNDEE INDUSTRIAL REIT
Scott Hayes
President & Chief Executive Officer
[phone]
[e-mail]


DUNDEE INDUSTRIAL REIT
Mario Barrafato
Chief Financial Officer
[phone]
[e-mail]
www.dundeeindustrial.com