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THETFORD MINES, QUEBEC – TheNewswire - April 2, 2026 – Dundee Sustainable Technologies Inc. (“ DST ” or the “ Corporation ”) (CSE: DST) and Dundee Corporation (“ Dundee ”) (TSX:DC.A), today announced that they have entered into a merger agreement dated as of April 1, 2026 (the “ Merger Agreement ”) with 17799799 Canada Inc. (the “ Purchaser ”), a newly-incorporated and wholly-owned subsidiary of Dundee, pursuant to which the Purchaser has agreed to acquire all of the issued and outstanding subordinate voting shares of the Corporation (the “ Subordinate Voting Shares ”) not owned by Dundee for a consideration of $0.03 in cash per share (the “ Consideration ”), representing an aggregate value of approximately $440,000, subject to shareholder approval and other customary closing conditions (the “ Transaction ”).

Today’s announcement follows DST’s prior updates in 2025 to the effect that certain loans and convertible debentures, in an aggregate amount of approximately $25.7 million at the time, had reached maturity on May 15, 2025, and is the culmination of discussions with Dundee to address DST’s financial situation, including the aggregate $23.7 million in loans due to Dundee and remaining unpaid as of this day.

“The Special Committee and management team are pleased with the outcome of the constructive discussions with Dundee on our financial situation and unpaid loans. This transaction provides a beneficial resolution that avoids a formal default, delivers some value to shareholders and supports long-term business stability,” said Jean-Philippe Mai, President and Chief Executive Officer and director of DST, on behalf of the Special Committee. “This transaction serves the best interests of the company, including all its shareholders and stakeholders.”

“This transaction represents a pragmatic and forward-looking solution that preserves the going concern where alternatives are limited”, said Jonathan Goodman, President and CEO of Dundee Corporation.  “By bringing DST fully in-house, we can streamline both the operation and the capital structure and position the business for a more sustainable future.  We believe this outcome is in the best interests of all stakeholders, particularly in light of the company’s ongoing financial challenges.”

In connection with the Transaction, DPM Metals Inc. and Inotel Inc. (the holding company of Dr. Jean-Marc Lalancette, the Cofounder and Chairman Emeritus of the Corporation), and all members of senior management and directors of the Corporation, who together hold over approximately 7.2 % of the Subordinate Voting Shares, have entered into voting support agreements under which they have agreed to, among other things, vote their Subordinate Voting Shares in favour of the Transaction. Consequently, shareholders holding approximately 31.3% of the Subordinate Voting Shares eligible to vote in the “majority of the minority” vote described below have agreed to vote in favour of the Transaction.

Special Committee and Board Recommendation

A special committee (the “ Special Committee ”), comprised solely of independent directors, was formed by the board of directors of DST (the “ Board ”) in 2019 to pursue strategic alternatives to reduce DST’s outstanding debt, consider new financing opportunities and review strategies for presentation to the Board, and, upon receipt of Dundee’s proposal to privatize the Corporation, was tasked with reviewing, negotiating and overseeing the Transaction.

The Board, having received the unanimous recommendation of the Special Committee and advice from its financial and legal advisors, unanimously determined that the Transaction is in the best interests of the Corporation and fair, from a financial point of view, to the shareholders (other than Dundee and its affiliates), and recommends that shareholders vote in favour of the Transaction at the special meeting of shareholders to be held to approve the Transaction.

The conclusions and recommendations of the Special Committee and the Board are based on a number of factors, including:

• Status Quo is Not Viable and Would Result in Bankruptcy: The Corporation is indebted in excess of $20 million to its creditors, including loans from Dundee, which became due and payable since May 15, 2025. The Corporation continues to require additional capital to fund its ongoing operations. Dundee has advised the Corporation that it is not willing to extend the maturity of its loans and does not intend to provide further financial support to the Corporation as a publicly-traded company. In light of the Corporation’s current financial condition, including revenues, prospects and outstanding debt, the Special Committee considered that there is no foreseeable scenario in which the Corporation could reasonably be expected to continue to operate as a going concern and generate sufficient cash flow to service or repay its debt. As a result, maintaining the status quo is not a viable alternative and, absent completion of the Transaction, the Corporation would be required to pursue a restructuring or bankruptcy process, which would result in no value being available for the shareholders.  

• Lack of Alternatives to the Transaction; Controlling Shareholder and Significant Creditor: The strategic alternative review process undertaken by the Special Committee since its creation in 2019, including the engagement of a financial advisor in 2022 to explore potential interest from purchasers or financing partners, did not yield any viable outcome. Dundee, which holds 2,500,000 multiple voting shares ( Multiple Voting Shares ”) and 49,526,218 Subordinate Voting Shares, which represent an aggregate 83.6% of the votes attached to the Corporation’s issued and outstanding share capital, has indicated that, in light of the Corporation’s current financial condition and the present circumstances (including, that no alternative transaction is available to the Corporation), the Transaction is the only transaction it will consider and support at this time. The Consideration is the highest price that Dundee was willing to offer. In light of the Corporation’s current financial condition and the present circumstances, it is unlikely that a competing proposal offering greater value to the shareholders would emerge, and, even if it emerged, there can be no assurance that any such proposal would be successful, particularly given Dundee’s position as controlling shareholder and significant creditor.  

• Immediate Liquidity; Better Outcome than Bankruptcy: The Special Committee received advice from DNA Advisors Inc. (the Financial Advisor ”) to the effect that there is limited trading volume for the Subordinate Voting Shares on the Canadian Securities Exchange (“ CSE ”), and that as a result, shareholders would have limited ability to monetize their investment at the prevailing market prices. The Consideration payable pursuant to the Transaction is payable entirely in cash and provides shareholders with immediate liquidity, certainty of value and an opportunity to realize at least some value, in circumstances where the principal alternative to the Transaction is a bankruptcy or restructuring process.  

• Independent Fairness Opinion: Although the Corporation is exempted from obtaining a formal valuation under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions MI 61-101 ”) given its listing on the Canadian Securities Exchange (“ CSE ”), the Special Committee sought and received an independent fairness opinion from the Financial Advisor to the effect that, as of the date of the Merger Agreement, the Consideration to be received by shareholders (other than Dundee) under the Transaction is fair, from a financial point of view, to such shareholders, in each case subject to the respective limitations, qualifications, assumptions, and other matters to be set forth in the written fairness opinion.  

Transaction Details

The Transaction will be effected by way of an amalgamation under Section 181 of the Canada Business Corporations Act (the “ Amalgamation ”). Pursuant to the Amalgamation, shareholders (other than Dundee, its affiliates and dissenting shareholders, if any) will receive, for each Subordinate Voting Share held prior to the Amalgamation, one redeemable preferred share (“ Redeemable Share ”) of the new corporation resulting from the Amalgamation (“ Amalco ”) and, immediately after the completion of the Amalgamation, each Redeemable Share will be redeemed by Amalco for a consideration of $0.03 in cash.

Dundee and the Corporation are “related parties” and the Transaction constitutes a “business combination”, in each case within the meaning of MI 61-101. In accordance with MI 61-101, the Corporation is exempted from obtaining a formal valuation given that it is listed on the CSE. However, the Corporation is required to obtain the approval of the “majority of the minority” in accordance with MI 61-101 (as described below) at the special meeting of shareholders to be held to approve the Transaction (the “ Meeting ”).

In order to proceed, the Transaction must be approved at the Meeting by the favourable vote of (a) at least 66 2/3% of the votes cast by holders of Multiple Voting Shares and Subordinate Voting Shares present in person or represented by proxy at the Meeting, voting together as a single class; and (b) at least a simple majority of the votes cast by holders of Multiple Voting Shares and Subordinate Voting Shares present in person or represented by proxy at the Meeting, excluding votes attached to Multiple Voting Shares and Subordinate Voting Shares held by Dundee and the Purchaser and any other votes required to be excluded pursuant to MI 61-101. Each Multiple Voting Share carries 10 votes per share and each Subordinate Voting Share carries one vote per share.

The Merger Agreement contains a non-solicitation covenant on the part of the Corporation, subject to the customary “fiduciary out” provisions. A termination fee representing costs and expenses incurred by the Purchaser up to an amount of $25,000 would be payable by the Corporation in certain circumstances specified in the Merger Agreement, including in the context of a superior proposal supported by the Board. A reverse termination fee representing costs and expenses incurred by the Corporation up to an amount of $25,000 would be payable by the Purchaser if the Transaction is not completed in certain circumstances specified in the Merger Agreement.

The Transaction is expected to close in the first half of 2026, subject to shareholder approval and the satisfaction of certain customary closing conditions .

Following completion of the Transaction, the Corporation will become a privately held company and the Corporation intends to apply to cease to be a reporting issuer under Canadian securities laws and to have the Subordinate Voting Shares voluntarily delisted from the CSE.

Additional information regarding the Transaction, the rationale for the recommendations made by the Special Committee and the Board, the fairness opinion and how shareholders can participate and vote at the Meeting will be included in a management information circular to be prepared and made available to shareholders in connection with the Meeting. Copies of the Merger Agreement, the voting support agreements, the management information circular and proxy materials will be filed under the Corporation’s profile on SEDAR+ on www.sedarplus.ca .

About Dundee Sustainable Technologies

The Corporation is engaged in the development and commercialisation of environment-friendly technologies for the treatment of materials in the mining industry. Through the development of patented, proprietary processes, DST extracts precious and base metals from mineralised material, concentrates and tailings, while stabilising contaminants such as arsenic, which could not otherwise be extracted or stabilised with conventional processes because of metallurgical issues or environmental considerations.

DST has filed, published and was granted patents for the GlassLock Process™ and CLEVR Process™ in numerous countries.

About Dundee Corporation

Dundee Corporation is a public Canadian independent mining-focused holding company, listed on the Toronto Stock Exchange under the symbol “DC.A”. The Corporation is primarily engaged in investing in mineral resource assets. Dundee Corporation operates with the objective of unlocking value through strategic investments in mining projects globally. Dundee Corporation’s team conducts due diligence in order to assess the geological, technical, environmental, and financial merits and risks of each project and looks to deploy capital where it can either seek to generate investment returns or where Dundee Corporation can collaborate with operating partners and take strategic partnerships through direct interests in mining operations.

FOR FURTHER INFORMATION PLEASE CONTACT:

Dundee Sustainable Technologies Inc.

Mr. Jean-Philippe Mai

President and CEO

Dundee Sustainable Technologies Inc.

Tel: (514) 866-6001 # 228

info@dundeetechnologies.com

Dundee Corporation
Investor and Media Relations
Phone: (416) 864-3584
Email: ir@dundeecorporation.com
Website: www.dundeecorporation.com

FORWARD LOOKING STATEMENTS

This news release contains forward-looking information and forward-looking statements (collectively referred to hereinafter as, “ forward-looking information ”) within the meaning of applicable Canadian securities legislation. Forward-looking information is not representative of historical facts or information or current conditions, but instead represent only the beliefs of the management of DST and Dundee regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the control of DST and Dundee. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information contained herein may include, but are not limited to, information concerning: (i) the Transaction and the Meeting, including, the timing for the completion of the Transaction, the manner in which the Transaction will be completed, and the anticipated benefits therefrom; (ii) the filing of disclosure documents and related materials in connection with the Transaction and the Meeting; and (iii) the Corporation’s intention to  apply to cease to be a reporting issuer under Canadian securities laws and to have the Subordinate Voting Shares voluntarily delisted from the CSE.

By identifying such information and statements in this manner, DST and Dundee are alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information contained in this news release, DST and Dundee have made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: (i) any inability to consummate the Transaction on the terms proposed and described herein, or at all; (ii) any inability to obtain, in whole or in part, any requisite regulatory, third party and shareholder approvals and/or to satisfy any of the other conditions to the consummation of the Transaction on the terms proposed, or at all; (iii) any adverse impact of the announcement or consummation of the Transaction on the relationships of DST and/or Dundee; (iv) changes in general economic, business and political conditions, including changes in the financial markets; (v) changes in applicable laws; (vi) any difficulty or inability in complying with extensive government regulation; and (vii) the diversion of management time on the Transaction. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although management of DST and Dundee believe that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information contained in this news release is made as of the date of this news release, and neither DST nor Dundee undertakes to update any forward-looking information contained or referenced herein, except as required by applicable securities laws .

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

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