Paul Scarafile

July 29, 2016 17:12 ET

Early Warning Report News Release

TORONTO, ONTARIO--(Marketwired - July 29, 2016) - Paul Scarafile (the "Acquiror") reports that on July 29, 2016, he acquired indirect control of 20,475,845 common shares ("DCL Shares") of Dominion Citrus Limited (the "Corporation") upon closing of the transactions contemplated in an asset purchase agreement dated May 24, 2016 (the "Agreement") between Dominion Holding Corporation (formerly 2510891 Ontario Inc.) ("DHC"), a corporation controlled by the Acquiror, and Dominion Citrus Income Fund (the "Vendor"). Pursuant to the Agreement, DHC acquired certain assets of the Vendor, including the DCL Shares, certain participating notes issued by the Corporation in favour of the Vendor, and an option issued by the Corporation to the Vendor for the purchase by the Vendor of the common shares of Dominion Farm Produce Limited, a subsidiary of the Corporation, in consideration of $10,805,070.

Prior to the transaction, the Acquiror did not own or control any securities of the Corporation. Following the transaction, the Acquiror has indirect control of 20,475,845 DCL Shares, representing 100% of the outstanding DCL Shares. The Acquiror the DCL Shares pursuant to the transaction for investment purposes.

The Acquiror is relying on an exemption from Part 2 of National Instrument 61-104 Take Over Bids and Special Transactions (NI 62-104) available pursuant to Section 4.2 of NI 62-104 because (a) the acquisition of the DCL Shares was made from not more than 5 persons in the aggregate, (b) the DCL Shares were held by fewer than 5 securityholders, and (c) there is no published market for the DCL Shares, and the purchase price paid by the Acquiror is not greater than 115% of the value of the DCL Shares, as supported by a valuation report delivered in respect of the assets of the Vendor.

An early warning report will be filed by the Acquiror in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact the Acquiror at 416 259-6328.

The Corporation's head office is located at 165 The Queensway, Suite 302, Toronto, Ontario, M8Y 1H8.

Contact Information

  • Paul Scarafile
    416 259-6328