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News Release and Early Warning Report of Sweet Dream Corp. Filed Under National Instrument 62-103

May 30 2013 12:00AM

Marketwire

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TORONTO, ONTARIO -- (Marketwired) -- 05/30/13 -- NEWS RELEASE AND EARLY WARNING REPORT OF SWEET DREAM CORP. FILED UNDER NATIONAL INSTRUMENT 62-103

1. Name and address of the offeror

Sweet Dream Corp. (the "Offeror")30 Adelaide Street East, Suite 1600Toronto, OntarioM5C 3H1



2. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

Pursuant to a statutory plan of arrangement involving Dundee Corporation ("Dundee"), certain of its shareholders and DREAM Unlimited Corp. (the "Arrangement") completed on May 30, 2013, DREAM Unlimited Corp. ("DREAM") was established as a new public real estate company holding a 70% interest in the Common Shares and Class C Preference Shares of Dundee Realty Corporation (collectively, the "DRC Shares") previously owned by Dundee. As part of the Arrangement, the Offeror entered into an exchange agreement (the "Exchange Agreement") pursuant to which the Offeror has the right, exercisable at any time or from time to time, to require DREAM to exchange the Offeror's 30% interest in the DRC Shares for Class A subordinate voting shares of DREAM, in accordance with the terms and conditions of the Exchange Agreement, representing, in aggregate, 30% of the common equity of DREAM on a fully diluted basis.

3. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.

The Offeror owns 10,000 Class A subordinate voting shares of DREAM.

Pursuant to the Exchange Agreement, the Offeror has the right, exercisable at any time or from time to time, to acquire Class A subordinate voting shares of DREAM representing, in aggregate, 30% of the common equity of DREAM on a fully diluted basis.

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

i. the offeror, either alone or together with joint actors, has ownership and control, Pursuant to the Exchange Agreement, the Offeror has the right, exercisable at any time or from time to time, to acquire Class A subordinate voting shares of DREAM representing, in aggregate, 30% of the common equity of DREAM on a fully diluted basis.ii. the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, N/Aiii.the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership. N/A



5. The name of the market in which the transaction or occurrence that gave rise to the news release took place.

N/A

6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.

The consideration for the issuance of the Class A subordinate voting shares of DREAM pursuant to the terms of the Exchange Agreement will be the DRC Shares exchanged by the Offeror for such Class A subordinate voting shares of DREAM.

7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

The purpose of entering into the Exchange Agreement is to provide the Offeror with the ability to exchange its 30% interest in Dundee Realty Corporation, a private company, for an equivalent level of interest in DREAM, a publicly-traded company.

8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.

N/A

9. The names of any joint actors in connection with the disclosure required by this form.

N/A

10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror.

See item 6 above.

11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities.

N/A

12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.

The Exchange Agreement was entered into in reliance on the exemption in section 2.11 of National Instrument 45-106 - Prospectus and Registration Exemptions, as it was entered into pursuant to the Arrangement.



Contacts:
Sweet Dream Corp.
Michael J. Cooper
President and Secretary
(416) 365-5145
mcooper@dream.ca





Source: Marketwire


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