DC.A Dundee Corporation

Dundee Corporation (TSX:DC.A) ("Dundee") and 360 VOX Corporation (TSX
VENTURE:VOX) ("360 VOX") are pleased to announce the entering into by the
parties of an arrangement agreement ("Arrangement Agreement") pursuant to which
Dundee will acquire all of the issued and outstanding Class A common shares
(each a "360 VOX Share") of 360 VOX that it and its affiliates do not already
own pursuant to a plan of arrangement (the "Arrangement"). Dundee and its
affiliates currently own 49,028,138 360 VOX Shares representing approximately
18% of the 271,482,441 360 VOX Shares currently outstanding.


Under the Arrangement, 360 VOX shareholders will receive 0.01221 of a Class A
subordinate voting share in the capital of Dundee (each whole share a "Dundee
Share") for each 360 VOX Share held, representing an effective price per 360 VOX
Share of $0.20 based on the 20-day volume weighted average trading price of the
Dundee Shares for the period ended on May 9, 2014, the trading day preceding the
entering into of the Arrangement Agreement. The transaction provides total
consideration to 360 VOX shareholders (other than Dundee and its affiliates) of
approximately $45.5 million and implies an equity value for 360 VOX of
approximately $55.3 million. Approximately 2.8 million Dundee Shares
(representing approximately 5.5% of the 50,387,648 outstanding Dundee Shares)
are expected to be issued in connection with the completion of the Arrangement
based on the 222,454,303 360 VOX Shares currently outstanding that are not owned
by Dundee and its affiliates and an additional 5,250,000 360 VOX Shares that are
expected to be issued by 360 VOX prior to the completion of the Arrangement to
the sellers of the Sotheby's International Realty Canada, Sotheby's
International Realty Quebec and Blueprint Global Marketing businesses in partial
satisfaction of their earn-out in respect of 2013.


The consideration represents a premium of 150% to the closing price of the 360
VOX Shares of $0.08 on May 9, 2014, and a premium of 122% to the 20-day volume
weighted average trading price of the 360 VOX Shares of $0.09 for the period
ending on the trading day preceding the entering into of the Arrangement
Agreement.


360 VOX's management team will continue to run 360 VOX's day-to-day business
following completion of the Arrangement.


The directors of 360 VOX entitled to vote on the Arrangement have unanimously
determined that the Arrangement is in the best interests of 360 VOX and is fair
to its shareholders and recommends that 360 VOX shareholders vote in favour of
the Arrangement at the special meeting that will be called to approve the
transaction. The determination of the Board was made upon the recommendation of
a special committee of independent directors (the "Independent Committee"), and
after consideration of the advice of legal and financial advisors to the
Independent Committee and 360 VOX. The Independent Committee has engaged Crosbie
& Company Inc. as financial advisor. Crosbie & Company has provided an opinion
to the Board of 360 VOX that, based upon and subject to the assumptions,
limitations and qualifications stated therein, the consideration to be received
by holders of 360 VOX Shares (which does not include Dundee and its affiliates)
is fair from a financial point of view to such holders. As financial advisor to
360 VOX, Crosbie & Company did not consider the fairness, from a financial point
of view, of the Arrangement to Dundee and its affiliates.


"We are extremely pleased with this transaction as we believe it represents
great value for shareholders. We also look forward to being able to create new
ongoing value for 360 VOX through the advancement of its projects and others
that we can bring to them," said Ned Goodman, President and Chief Executive
Officer of Dundee.


Robin Conners, President and Chief Executive Officer of 360 VOX, stated, "This
transaction will be an important step in 360 VOX's development stage and
expansion projects, combining strong managerial and financial capabilities and
the well-established reputation of both organizations, and further enhances the
opportunities for our real estate construction, sales and marketing business. It
provides 360 VOX shareholders enhanced liquidity and an ownership interest in an
organization whose objective is to achieve outstanding long-term growth."


The completion of the Arrangement is subject to customary conditions, including
receipt of all necessary court and stock exchange approvals and the approval of
the shareholders of 360 VOX at a special meeting (the "Special Meeting")
expected to be held in June 2014. As the transaction will constitute a "business
combination" for the purposes of Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions, the implementation of the
Arrangement will be subject to disinterested shareholder approval, in addition
to approval by 66 2/3% of the votes cast by holders of 360 VOX Shares.


The Arrangement Agreement provides for, among other matters, a non-solicitation
covenant on the part of 360 VOX (subject to customary fiduciary out provisions).
The Arrangement Agreement also provides Dundee with a "right to match" and
requires 360 VOX to pay a termination fee equal to $1,800,000 in certain
circumstances. All of the directors and senior officers of 360 VOX and certain
shareholders and other securityholders of 360 VOX, who together hold an
aggregate of approximately 35.3% of the outstanding 360 VOX Shares, have entered
into voting agreements pursuant to which, among other matters, they have agreed
to vote their 360 VOX Shares in favour of the Arrangement and not to exercise
any options or warrants held by them prior to completion of the Arrangement. In
connection with the transaction, all of the options and warrants of 360 VOX
(other than warrants to purchase 360 VOX Shares issued in connection with the
private placement of units of 360 VOX on May 26, 2013 not held by Dundee and its
affiliates) will be cancelled pursuant to the Arrangement.


The terms and conditions of the proposed Arrangement will be disclosed in an
information circular that will be mailed in late May or early June 2014 to the
shareholders of 360 VOX that will be entitled to vote at the Special Meeting. It
is anticipated that the transaction, if approved by 360 VOX shareholders, the
Court and stock exchanges, will be completed in the second quarter of 2014.


In connection with entering into the Arrangement Agreement and conditional on
completion of the Arrangement, 360 VOX has agreed to pay the sellers of the
Sotheby's International Realty Canada, Sotheby's International Realty Quebec and
Blueprint Global Marketing businesses the amount of their earn-out in respect of
2014 in cash within 15 days following closing of the transaction.


Copies of the Arrangement Agreement, the information circular for the Special
Meeting and certain related documents will be filed with Canadian securities
regulators and will be available on the Canadian SEDAR website at www.sedar.com.


ABOUT DUNDEE

Dundee is a public Canadian independent holding company listed on the Toronto
Stock Exchange under the symbol "DC.A". Through its operating subsidiaries,
Dundee is engaged in diverse business activities in the areas of its core
competencies including investment advisory and corporate finance, energy,
resources, agriculture, real estate and infrastructure. Dundee also holds,
directly and indirectly, a portfolio of investments mostly in these core focus
areas, as well as other select investments in both publicly listed and private
companies.


ABOUT 360 VOX

360 VOX is a publicly traded company listed on the TSX Venture Exchange (the
"TSXV") under the symbol "VOX". 360 VOX is engaged in the business of developing
and managing international hotel, resort, residential and commercial real estate
projects through its wholly-owned subsidiaries 360 VOX Asset Management Inc.,
360 VOX GP, 360 VOX LLC, 360 VOX Developments Inc. and Wilton Properties Ltd.
360 VOX is also engaged in the sales and marketing of real estate through
Sotheby's International Realty Canada and Blueprint Global Marketing.


NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED
IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.


This press release contains "forward-looking statements" within the meaning of
applicable securities laws that are intended to be covered by the safe harbours
created by those laws, including statements that use forward-looking terminology
such as "may", "will", "expect", "anticipate", "believe", "continue",
"potential", or the negative thereof or other variations thereof or comparable
terminology. Such forward-looking statements may include, without limitation,
statements regarding the completion of the proposed transaction and other
statements that are not historical facts. While such forward-looking statements
are expressed by Dundee and 360 VOX as stated in this release, in good faith and
believed to have a reasonable basis, they are subject to important risks and
uncertainties including, without limitation, approval of applicable governmental
authorities, required 360 VOX securityholder approval and necessary Court
approvals, the satisfaction or waiver of certain other conditions contemplated
by the Arrangement Agreement, and changes in applicable laws or regulations,
which could cause actual results to differ materially from future results
expressed, projected or implied by the forward-looking statements. As a result
of these risks and uncertainties, the proposed transaction could be modified,
restructured or not be completed, and the results or events predicted in these
forward-looking statements may differ materially from actual results or events.
These forward-looking statements are not guarantees of future performance, given
that they involve risks and uncertainties. Neither Dundee nor 360 VOX is
affirming or adopting any statements made by any other person in respect of the
proposed transaction and each expressly disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except in accordance with applicable
securities laws or to comment on expectations of, or statements made by any
other person in respect of the proposed transaction. Investors should not assume
that any lack of update to a previously issued forward-looking statement
constitutes a reaffirmation of that statement. Reliance on forward-looking
statements is at the investors' own risk.


FOR FURTHER INFORMATION PLEASE CONTACT: 
FOR FURTHER INFORMATION IN RESPECT OF DUNDEE
PLEASE CONTACT:
Dundee Corporation
Ned Goodman
President and Chief Executive Officer
(416) 365-5665


Dundee Corporation
Lucie Presot
Vice President and Chief Financial Officer
(416) 365-5157


FOR FURTHER INFORMATION IN RESPECT OF 360 VOX
PLEASE CONTACT:
360 VOX Corporation
Colin Yee
Chief Financial Officer
(514) 987-6452

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