Dundee Acquisition Ltd. Announces Additional Forfeiture of Class B Shares and Filing of Amendment to Circular

TORONTO, ONTARIO--(Marketwired - Jan. 20, 2017) -

NOT FOR RELEASE IN THE UNITED STATES

Dundee Acquisition Ltd. (TSX:DAQ.A)(TSX:DAQ.WT) ("DAQ") announces that, subject to the consent of the Toronto Stock Exchange, the founders of DAQ, being Dundee Corporation and the independent directors of DAQ (the "DAQ Founders"), have agreed to reduce the value of their founders' shares by 75% of what they currently own, by giving up 2,186,390 Class B shares of DAQ (the "Class B Shares"), including all of their originally forfeitable Class B Shares. The DAQ Founders will retain only 728,797 Class B Shares, equivalent to 25% of what they currently own, of which the three independent directors of DAQ will each hold a total of 8,000 Class B Shares and Dundee Corporation will hold the remaining 704,797 Class B Shares. Dundee Corporation has further agreed that its remaining 704,797 founders' shares, following completion of the Arrangement, will be earn-in shares subject to the value of the common shares of Canadian Student Living Group Inc. (the "CSL Shares") (based on the closing prices of such CSL Shares) equaling or exceeding (i) $11.50 per CSL Share (as adjusted for stock splits or combinations, stock dividends, extraordinary dividends, reorganizations and recapitalizations) for 50% of such founders' shares held for any 20 trading days within a 30-day trading period, which conditions must be met by the 5^th anniversary of the closing of the Arrangement (as described in the Circular), failing which such shares will be forfeited, and (ii) $13.50 per CSL Share (as adjusted for stock splits or combinations, stock dividends, extraordinary dividends, reorganizations and recapitalizations) for the remaining 50% of the founders' shares held for any 20 trading days within a 30-trading day period at any time after the 5^th anniversary of the closing of the Arrangement. The above changes are conditional on (and at the time of) closing of the proposed acquisitions described in DAQ's management information circular dated November 25, 2016, as amended pursuant to amendment no. 1 to the circular dated December 28, 2016 (together, the "Circular").