Teranet Board of Trustees Waives Unitholder Rights Plan, Withdraws Recommendation that Unitholders Reject Borealis Offer



    TORONTO, Oct. 15 /CNW/ - The Board of Trustees of Teranet Income Fund
(TSX: TF.UN) (the "Fund") today advised Unitholders that, given current market
conditions, it has withdrawn its prior recommendation that Unitholders reject
an unsolicited offer dated September 12, 2008 (the "Borealis Offer") from
Borealis Acquisition Corporation, a special purpose investment entity managed
by Borealis Infrastructure Management Inc. ("Borealis"). Borealis has offered
to acquire all of the outstanding units of the Fund and all of the Class B
limited partnership units for $11 per unit.
    The Board of Trustees of the Fund urges Unitholders to make their own
decision regarding whether they wish to accept the Borealis Offer. In order to
facilitate the ability of Unitholders to accept the Borealis Offer, the Board
has waived the applicability of the Unitholder Rights Plan with respect to the
Borealis Offer. The Board has withdrawn its prior recommendation in light of
the current turmoil in the capital markets and following a comprehensive
review of strategic alternatives and an extensive auction process. Based on
the current status of this process, the Board believes a superior offer is
unlikely to emerge before the Borealis Offer expires on Friday, 
October 17, 2008.
    The Board of Trustees has been advised that currently one director owning
541,166 units intends to tender his units to the Borealis Offer.
    Unitholders are free to determine whether or not to tender to the
Borealis Offer, but should be aware that the Borealis Offer is still subject
to numerous conditions. Unitholders should also be aware that if Unitholders
do not tender, and the Borealis Offer is withdrawn and no other offer is
forthcoming, units of the Fund may trade at a significant discount to the
current market price.
    The Board of Trustees has also determined that it is prepared to
cooperate with Borealis to assist them in obtaining the required consents from
the Province of Ontario with respect to the Borealis Offer, such consents
being one of the conditions of the Borealis Offer.
    The Fund intends to file a Notice of Change to the Teranet Trustees'
Circular, which was dated September 25, 2008, and to mail the Notice of Change
to Unitholders with the revised recommendation shortly.

    About Teranet

    Teranet offers e-services to the legal, real estate, government,
financial and healthcare markets. Teranet provides exclusive access to
Ontario's Electronic Land Registration System ("ELRS"), enabling customers to
conduct electronic registrations as well as title and writ searches relating
to real property. Teranet has also leveraged its core competencies to create
electronic service offerings in complementary areas. Teranet's comprehensive
products and services include property information, transaction management,
collateral risk management, geospatial information, workflow software and
enterprise solutions. Teranet Income Fund units are listed on the Toronto
Stock Exchange under the symbol TF.UN. For more information about Teranet,
visit www.teranet.ca.

    Forward-Looking Statements

    This news release contains statements that, other than statements of 
historical fact, may be forward-looking statements about the objectives,
financial condition and results of operations of the Fund. These statements
are forward-looking and reflect management's current views and are based on
certain assumptions and expectations. Actual results could be materially
different from expectations if known or unknown risks affect the business, or
if estimates or assumptions turn out to be inaccurate. No forward-looking
statement is a guarantee of future results. Investors are cautioned not to
place undue reliance on such forward-looking statements. Forward-looking
statements do not take into account the effect that transactions or
non-recurring items announced or occurring after the statements are made may
have on the business. Teranet disclaims any intention or obligation to update
any forward-looking statement even if new information becomes available, as a
result of future events or for any other reason, except as required by law.
These statements are subject to a number of risks described in the Risk
Factors section of the last quarter's MD&A, which is available at
www.sedar.com. Risk Factors may cause actual results to differ materially from
those contained in forward-looking statements.





For further information:

For further information: Tanis Robinson, Manager, Investor Relations,
(416) 643-1096, tanis.robinson@teranet.ca

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