Mr. Jonathan Goodman reports

DUNDEE CORPORATION ANNOUNCES RESULTS OF SUBSTANTIAL ISSUER BID FOR ITS SERIES 3 PREFERRED SHARES

Dundee Corp. has released the results of its substantial issuer bid to purchase for cancellation from the holders thereof who chose to participate up to 975,610 of its issued and outstanding cumulative floating rate first preference shares, Series 3, in the capital of the corporation at a purchase price of $20.50 per Series 3 share, for a maximum aggregate purchase price of $20,000,005. The offer expired at 11:59 p.m. (Toronto time) on Dec. 27, 2023.

Based on the report of Computershare Investor Services Inc., as depositary for the offer, 914,040 Series 3 shares were tendered to the offer. In accordance with the terms and conditions of the offer and based on the depositary's report, the corporation has taken up and will pay for 914,040 Series 3 shares at a purchase price of $20.50 per Series 3 share for an aggregate purchase price of $18,737,820. All Series 3 shares purchased by the corporation under the offer will be cancelled in due course. The Series 3 shares purchased under the offer represent approximately 55.8 per cent of the Series 3 shares issued and outstanding before giving effect to the offer. After giving effect to the cancellation of the Series 3 shares purchased by the corporation under the offer, 724,982 Series 3 shares will be issued and outstanding.

The corporation has made payment for the Series 3 shares tendered and accepted for purchase by tendering to the depositary the aggregate purchase price payable on the Series 3 shares validly tendered, taken up and paid for under the offer, all in accordance with the offer and applicable laws. Payment to shareholders for the Series 3 shares will be made in cash, without interest, and will be completed by the depositary as soon as practicable. Any Series 3 shares invalidly tendered will be returned to the tendering shareholder promptly by the depositary.

"This offer represents a critical step towards optimizing our capital structure to support the successful execution of our strategic business plan with a focus on capital allocation in the junior mining space. By reducing the demands on our capital from the payment of preferred share dividends, we can deploy more resources to fund our core strategy," said Jonathan Goodman, president and chief executive officer.

"We believe this is an effective way of simplifying our balance sheet, reducing our cost of capital and lowering our recurring cash needs to unlock value for all of our shareholders. By partially funding the purchase of the Series 3 shares tendered with cash from treasury, we minimize debt obligations and run-rate cash outflows," said Lila Murphy, executive vice-president and chief financial officer.

The full details of the offer are described in the corporation's offer to purchase and issuer bid circular dated Nov. 22, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under Dundee's profile on SEDAR+ and are posted on Dundee's website.

Dundee retained Cassels Brock & Blackwell LLP to act as its external legal adviser and appointed Computershare Investor Services Inc. to act as depositary for the offer.

The board of directors of the corporation will continue to review various options for the allocation of capital. Beginning in early 2018, the corporation has focused on the implementation of its strategy of rationalizing its portfolio of investments and monetizing non-core assets as it exits business lines which are no longer deemed to be aligned with its longer-term mining-focused strategy. As part of this process, the corporation has taken significant steps to streamline its capital structure and strengthen its balance sheet.

Update regarding the loan

As previously announced by the corporation on Nov. 20, 2023, in connection with the offer, the corporation entered into a loan agreement dated Nov. 17, 2023, among the corporation, as borrower, Dundee Resources Ltd., as guarantor, and Earlston Investments Corp., as lender, pursuant to which the lender agreed to make a loan in a principal amount of up to $20-million upon satisfaction of certain customary conditions precedent. Pursuant to the loan agreement and in connection with the completion of the offer, the lender has advanced to the corporation a loan in the principal amount of $14-million for purposes of financing the purchase of the Series 3 shares tendered, taken up and paid for under the offer. For further details relating to the loan and the loan agreement, including certain material terms and conditions thereof, please see the corporation's news release dated Nov. 20, 2023.

About Dundee Corp.

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 an active investor focused on delivering long-term, sustainable value as a trusted partner in the mining sector with more than 30 years of experience making accretive mining investments.

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