Dundee/Whiterock

Tender

Offer of Dundee REIT to acquire all the units of Whiterock REIT for $16.25 cash per Whiterock unit (subject to an aggregate cap of $360 million) or the issuance of units of Dundee REIT. Whiterock unitholders can tender their units in exchange for Dundee units on a taxable basis, or receive Dundee units on a rollover basis pursuant to draft s. 132.2(3)(g). Dundee does not take up the Whiterock units under its bid until if has received approval for the subsequent "Acquisition" transaction described below - with its offer containing a proxy to approve the Acquisition that can be checked off both by tendering and non-tendering unitholders.

S. 132.2 merger

Immediately after the take-up of the tendered units, Whiterock REIT transfers its assets into a limited partnership on a rollover basis, transfers its interest in the partnership to Dundee REIT in consideration for Dundee REIT units, the assumption of convertible debenture obligations and some cash and then (following a consolidation of its units to align with the number of Dundee REIT units held by it) distributes those Dundee units to its unitholders in redemption of the units of Whiterock. However, Whiterock unitholders who are non-residents of Canada instead receive cash proceeds of sale (net of withholding tax) of "their" share of the Dundee units.

Canadian tax consequences

Tax disclosure of consequences of taxable sale of Whiterock units or of participating in s. 132.2 merger transaction.