Mr. Jonathan Goodman reports

DUNDEE CORPORATION ENTITIES ENTER INTO VOTING SUPPORT AGREEMENTS WITH G MINING VENTURES CORP.

Two of Dundee Corp.'s subsidiaries and a trust controlled by Dundee (collectively, the Dundee entities) have entered into voting support agreements with G Mining Ventures Corp. The support agreements require the Dundee entities to, among other things and subject to termination and other rights specified therein, vote all the common shares of Reunion Gold Corp. owned by the Dundee entities in favour of the proposed plan of arrangement among G Mining, Reunion and a newly created gold explorer (SpinCo) that is expected to hold all of Reunion's assets other than Oko West. For further details, see the joint news release of Reunion and G Mining dated April 22, 2024.

Under the terms of the arrangement, shareholders of Reunion (including the Dundee entities) will receive 0.07125 of a common share of a newly formed parent company (new GMIN) for each Reunion share. In addition, shareholders of Reunion (including the Dundee entities) will receive 0.05 of a common share of SpinCo for each Reunion share, and G Mining has agreed to finance SpinCo with $15-million at completion of the arrangement. Per the joint news release, the number of common shares issued by new GMIN to the shareholders of G Mining and Reunion will be equivalent to the combined company undergoing a four-to-one share consolidation upon closing of the arrangement (0.25 new GMIN common share will be issued for each common share of G Mining and 0.07125 new GMIN common share will be issued for each Reunion share).

According to the joint news release, Reunion shareholders will receive estimated consideration of 65 cents per Reunion share, an estimated transaction equity value of $875-million, based on the closing price of the common shares of G Mining on the Toronto Stock Exchange on April 19, 2024, excluding the value of the SpinCo consideration. This represents a premium of 29 per cent based on G Mining's and Reunion's closing price and 10-day VWAP (volume-weighted average price) on the Toronto Stock Exchange and TSX Venture Exchange as at April 19, 2024, respectively, without accounting for value of SpinCo.

Upon completion of the arrangement, existing G Mining and Reunion shareholders will own approximately 57 per cent and 43 per cent of the new GMIN on a fully diluted in-the-money basis prior to the concurrent $50-million (U.S.) equity financing described in the joint news release, and the new GMIN and Reunion shareholders will own 19.9 per cent and 80.1 per cent, respectively, of the outstanding common shares of SpinCo.

As of the date hereof, Dundee currently owns indirectly, and exercises control and direction over, an aggregate of 183,264,394 Reunion shares and 12,102,945 share purchase warrants of Reunion, representing an approximate 14.89-per-cent ownership interest in Reunion on an undiluted basis and a 15.72-per-cent ownership interest in Reunion on a partially diluted basis.

Jonathan Goodman, president and chief executive officer of Dundee, commented: "We are pleased to support a transaction at an implied premium of 29 per cent, which delivers significant value to our shareholders. Oko West is, by any measure, a world-class asset. The combined company creates a mid-tier gold producer with limited future dilution and presents a compelling rerating opportunity driven by multiple near-term catalysts. Dundee is highly supportive of consolidation in the mining sector broadly and we think this combination makes a great deal of sense." This news release is being issued in accordance with National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, and an early warning report will be filed by the company in accordance with applicable securities laws. The early warning report will be filed on SEDAR+, under the company's profile. To obtain a copy of the early warning report filed by the company, please contact:

• Dundee Corp.;
• Legal department;
• Attention: Mark Pereira, vice-president and corporate secretary;
• 80 Richmond St. West, suite 2000;
• Toronto, Ont., M5H 2A4;
• Telephone: 416-365-5172.

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.

We seek Safe Harbor.