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2018 OVERVIEW, LEADERSHIP VIEWS AND 2019 OUTLOOK

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Page 1: OVERVIEW, 2018 - Dundee Corporationdundeecorp.com/pdf/Dundee Shareholders Report 2018.pdfcapital investments. The Company has significant amounts of its own capital invested in these

2018OVERVIEW,LEADERSHIP VIEWSAND 2019 OUTLOOK

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Dundee Corporate Profile

Dundee Corporation is a holding company that owns andmanages a portfolio of publicly listed and privately held busi-nesses. Currently, the Company’s core business is focused onthe active management and oversight of its portfolio of merchantcapital investments. The Company has significant amounts ofits own capital invested in these assets, alongside our clientsand partners, helping ensure that our interests are appropri-ately aligned.

Dundee’s top strategic priority is to allocate and invest capitalin a manner that consistently generates long-term value creationfor our stakeholders and shareholders.In 2018, Dundee began to implement a shift in strategic focusas it leveraged its long legacy of successfully investing in themining industry. As part of this strategic pivot, Dundee re-es-tablished a merchant banking capability to support direct in-vestment opportunities in mining companies.

Forward Looking Statements and Other Important Disclosures

This annual shareholder report contains, and incorporates by reference, information that constitutes“forward-looking information” within the meaning of applicable securities laws. The forward-lookinginformation in this report is presented for the purpose of providing disclosure of the current expec-tations of the Company for future events or results, having regard to current plans, objectives andproposals, and such information may not be appropriate for other purposes. Forward-lookinginformation may also include information regarding the Company’s future plans or objectives andother information that is not comprised of historical fact. Forward-looking information is predictivein nature, depends upon or refers to future events or conditions and, as such, this report uses wordssuch as “may”, “would”, “could”, “should”, “will” “likely”, “expect”, “anticipate”, “believe”, “intend”,“plan”, “forecast”, “project”, “estimate” and similar expressions suggesting future outcomes orevents to identify forward-looking information. The forward-looking information contained, orincorporated by reference, in this report relates, but may not be limited to: the anticipated businessstrategies of the Company and its ability to accomplish same; the Company’s objectives and prioritiesfor 2019 and beyond; and expectations with respect to future general economic and market condi-tions. All such statements constitute forward looking information within the meaning of securitieslaw and are made pursuant to the “safe harbour” provisions of applicable securities laws.

Any such forward-looking information is based on information currently available to the Companyand is based on assumptions and analyses made by the Company in light of its experiences andperception of historical trends, current conditions and expected future developments, as well asother factors the Company believes are appropriate in the circumstances, including but not limitedto the assumption that: no unforeseen changes in the legislative and operating framework for thebusinesses of the Company will occur; that the Company will meet its future objectives and prior-ities; that the Company will have access to adequate capital to fund its future projects and plans;that the Company‘s future projects and plans will proceed as anticipated; and that future marketand economic conditions will occur as expected.

A number of risks, uncertainties and other factors may cause actual results to differ materiallyfrom the forward looking statements contained in this report, including, among other factors, thosereferenced in the section entitled “Risk Factors” in the Company’s annual information form datedMarch 28, 2019 (the “AIF”), which include, but are not limited to, capital requirements of the Company,its subsidiaries and companies in which they invest (“Investees”) and dilution risk; the Company’sability and the ability of its subsidiaries and Investees to raise additional capital through equity ordebt financing and/or refinancing on acceptable terms; the illiquidity of certain of the Company’sinvestments; concentration in the Company’s portfolio of proprietary investments; risk of litigationagainst the Company, its subsidiaries and Investees; the ability of the Company’s subsidiaries andInvestees to comply with debt covenants; managing risks affecting Investees; tax contingenciesaffecting the Company; credit risks from counter parties; volatility of commodity prices; reputa-tional risk caused by adverse publicity; regulatory risk affecting asset managers; foreign countryrisks inherent in investing and doing business internationally; exposure to fluctuations in value ofequity interests; risks inherent in operating in the resource industry; regulatory and environmentalrisks affecting Investees; the requirement of significant capital to advance or sustain operations ofresource companies; uncertainties associated with resource exploration and development; infra-structure risks affecting resource companies; uncertainty of mineral resource estimates and oil andgas reserve estimates; agricultural investees’ risks relating to natural causes and extraordinaryevents; product contamination risk for agricultural Investees; operational risks; technology risksaffecting Investees; competition; controlling shareholder risk; adequacy of insurance coverage;political and regulatory and environmental, health and safety risks affecting Investees; the relianceon skilled labour, key personnel and operators; regulatory capital requirements affecting Companysubsidiaries; and other risks. The preceding list is not exhaustive of all possible risk factors thatmay influence actual results.

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Lead Director’s Message

Dundee Corporation • Overview, Leadership Views and 2019 Outlook 1

At Dundee Corporation, we have always been committed togood corporate governance. Consistently, we have held the viewthat good governance improves performance and providesbenefits for all stakeholders. Best practices in corporate governance are continually evolvingand concrete steps have been taken to keep abreast of these dy-namic changes. To that end, in 2018 and 2019, two themes emergedwhich best describe the key focus areas for our Board: renewal andsuccession. These themes were prevalent at the senior managementlevel as well as numerous steps were taken to position Dundee forfuture success. Most notably, key highlights include:We welcomed two new directors in 2018, adding expertise in themining sector to support the Company’s strategic pivot to focus onresources. Additionally, a search was initiated to support our renewalinitiatives and as a result, three new nominees are proposed forelection at this year’s annual general meeting.At the management level, we hired a new CEO and CFO of the Com-pany in 2018, and they successfully led the transition of the executivemanagement team and re-alignment of our corporate strategy.Our governance framework was both strengthened and formalizedwith the adoption of a Board mandate, governance guidelines andformalized position descriptions for the Chairman, CEO and LeadDirector roles.An enhanced focus on diversity was formalized with the adoptionof a Diversity Policy and the recruitment of two additional femaledirectors to stand for election at this year’s annual general meeting.If elected, three out of nine board members will be female.The Company’s investment governance framework was strengthenedwith the establishment of an Investment Committee, InvestmentMandate and Proxy Voting Policy.Our formal decision to adopt a diversity policy at the Board levelwas taken to promote diversity in all characteristics of difference,including gender, education, skills, experience, ethnicity, age,and other factors. And while a special focus was placed on promot-ing gender diversity at both the Board and executive managementlevel, we do not support the adoption of formal quotas. Instead, wesee this as complementary to our goal of ensuring the appropriateskills matrix is achieved as we seek the best qualified candidates toserve at the Board level.In conjunction with our Board renewal initiative, a third-party con-sultant was engaged to assist in the identification and recruitment ofexperienced female Board candidates. If elected at this year’s meeting,female representation on the Board will be three of nine members.

Following this year’s annual meeting, we also anticipate that eightof nine board members will be independent. The only non-inde-pendent Board member will be Jonathan Goodman, Chairman andCEO of the Company. To address this point, the Board has estab-lished procedures allowing it to function independently of man-agement and to facilitate an open and candid dialogue amongstBoard members. In March 2019, the Board and Committee man-dates were amended to provide that an in-camera session be heldafter each regularly scheduled Board and Committee meeting.Additionally, each committee of the Board is mandated to be madeup entirely of independent directors.I am very proud of these and other steps we have taken to acceleraterenewal and improve succession planning at Dundee. After 17years of service I will not be standing for re-election and will beleaving the Board as part of our renewal process, knowing the stew-ardship of Dundee is in very capable hands. As I prepare to depart, I would like to thank the Goodman familyfor their support and for allowing me to serve Dundee Corporationfor many years. And I would also like to thank my fellow Boardmembers, current and past, for their support, collaboration anddedication. Most of all, I would like to thank the shareholders. Ithas been an honor and privilege to serve you and I wish you all thebest in the future.

•ROBERT MCLEISH

Lead DirectorDundee Corporation Board of Directors

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Chairman and CEO Shareholder Letter

Dundee Corporation • Overview, Leadership Views and 2019 Outlook 2

Upon my return to Dundee Corporation in early 2018, I made adecision to lead a change in strategic direction with the full sup-port of the Board of Directors. That shift in strategy was a pivotto refocus on the Company on its roots in the resources sector. Traditionally, Dundee has been actively engaged in the resourcessector, with a special focus in the international mining industry.Over many years, the Company has built a track record of successthrough the creation, advancement, development and active man-agement of numerous successful mining companies. Based on thisrich legacy, I set out to forge a new path forward for Dundee.As we look ahead, our goal is to tap into this rich legacy. Our strat-egy is centred on our ability to expand and leverage our capabilitiesto engage in the funding, financing and support of companies inthe mining industry.

Since 2011, equity valuations for junior mining companies havedecreased by more than 80 per cent. The market dynamics that havecreated this valuation disconnect have not been seen since the finan-cial crisis of 2009. From my point of view, we are uniquely positionedto capitalize on this nearly unprecedented market opportunity. To achieve success, we will utilize a disciplined merchant capitalraising approach as we deploy capital in this under-valued sector.By deploying the permanency of our capital, we have the abilityto acquire and finance best-in-class assets. As part of this processwe will allocate our capital in a manner that is invested to helpcompanies repair and improve their capital structure.

DUNDEE GOODMAN MERCHANT PARTNERS

In 2018, we invested to establish Dundee Goodman MerchantPartners, a team of in-house experts with experience in capital mar-kets and technical due diligence in the mining industry. This teamprovides a boutique-style suite of services to mining companies,including financing, capital raising, M&A advisory, fairnessopinions, due diligence and technical services. Our technical team possesses world-class capabilities allowing usto conduct deep due diligence, which helps ensure we make fullyinformed investment decisions. This expanded merchant capitalraising capacity can help us guide and finance companies throughthe de-risking process from acquiring a prospective land packageall the way through the value creation phase to ultimately operatingan asset that generates cash flow.We act as a financial investor and partner that allocates capitalproactively in the form of share ownership. Through this invest-ment process we envision playing an active advisory role in thematters of our investee firms, and we also anticipate investing ourown capital in the firms with which we work. Our capital markets team is focused on generating fees on a numberof fronts, with a focus on advisory work related to capital raisingactivities. In addition, our team is capable of offering a variety ofother services, including business and technical strategy, corporategovernance and marketing services.Through the successful implementation of this strategy, we believeDundee can generate significant gains, while re-establishing abusiness capable of generating recurring revenue streams.

“TRADITIONALLY, DUNDEE HAS BEEN ACTIVELY ENGAGED IN THE RESOURCES SECTOR, WITH A SPECIAL FOCUS IN THE INTERNATIONAL MINING INDUSTRY.”

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Dundee Corporation • Overview, Leadership Views and 2019 Outlook 3

INVESTMENT PORTFOLIO

A top priority upon rejoining Dundee was the streamlining of ourinvestment portfolio. When I returned to the Company in early2018, the portfolio consisted of more than 100 investee companies.Today, that number is below 30 relevant investments. We achievedthis by selling assets and businesses we deemed to be non-core.With limited financial and human capital, it was clear we neededto move quickly on this front. More work will need to be done butwe are now in a much better position with an investment portfoliowhose size is better aligned with our ability to manage it.And while we are moving towards more investments in mining,there remain a number of what I call legacy investments in our port-folio. Our investments and assets are a mix of both domestic andinternational holdings, consisting of:Physical assets, primarily resource, real estate and agriculture assetsthat are owned or co-owned within our core operating entities andmanaged on behalf of the Company and its co-investors; andSecurities, which include significant positions in companies en-gaged in financial services, resources and real estate activities andrepresent investments in physical assets such as those describedabove. Typically, these securities are held on behalf of the Com-pany and its clients and are managed by dedicated teams of invest-ment professionals within the Dundee group of companies.Dundee also continues to focus on placing more emphasis on in-vesting its capital alongside its partners. This strategic shift wasoriginally implemented in 2016, and since then it has helped usmitigate risks by no longer being the sole source of capital for in-vestee businesses. Instead, we are focused on partnering with third-parties who in addition to providing capital, can also lend industryexpertise and support for management teams at investee companies.In 2018, we continued to focus on the rationalization of our mer-chant capital portfolio. As part of this process we focused on thoseinvestments which require more management oversight but whichwe consider to be core to our expertise and aligned with our ability

to generate sustainable growth and value for shareholders. Thesecore assets today, for the most part, are not expected to require ad-ditional funding from Dundee and are seeking or are expected to beable to attract third-party capital as required. Within this group ofcore assets, we would include Dundee Precious Metals, Parq Van-couver, TauRx, Android Industries and United Hydrocarbon Inter-national Corp.

We also made progress towards identifying those assets which theCompany deems to be non-core. As part of this process, we arecontinuing with the ongoing disposition of various non-core as-sets and the exiting of certain businesses. This has allowed for theredeployment of capital into other holdings and the re-allocation ofmanagement time. It has also provided the Company with capitalto help support its ongoing expenses at the corporate level, includingthe payment of interest on certain securities. In 2019, we expect to continue divesting non-core assets as we exitbusiness lines no longer aligned with our longer-term strategy.From time to time, we will explore opportunities to crystallize thevalue of these investments in a measured and disciplined manner.

JONATHAN GOODMAN

Chairman and Chief Executive OfficerDundee Corporation

DPM’s undergroundChelopech Mine, located in central-western Bulgaria.

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Chairman and CEO Shareholder Letter (continued)

Dundee Corporation • Overview, Leadership Views and 2019 Outlook 4

EXPENSE REDUCTION

Expense reduction remains a key area of focus at the corporatelevel. As in previous years, we continued with reductions in ourhead count and real estate footprint, resulting in decreased overheadexpenses and lower G&A costs. In 2019 we expect to continuestreamlining our cost structure as we manage the ongoing align-ment of human capital to support our new strategic vision. Dundee values entrepreneurship and is committed to rewardingperformance, innovation and growth. And, we continue to believethat in order to successfully implement our strategic vision, thereneeds to be a strong alignment of interests between shareholders,the clients we serve, and our management team.

2018 ACCOMPLISHMENTS:

Dundee Precious MetalsDundee Precious Metals Inc. (“DPM”) a Toronto-based preciousmetals producer remains our largest single holding. 2018 was atransformational year for DPM as the company advanced the con-struction of Krumovgrad, its second long-life, low-cost gold minein Bulgaria. Krumovgrad achieved first gold pour in the secondquarter of 2019 and is ramping up to commercial production. Com-bined guidance for the Chelopech and Krumovgrad mines is be-tween 191,000 and 237,000 ounces of gold and 32 to 37 millionpounds of copper in 2019. DPM’s Tsumeb smelter in Namibia isnow free cash flow positive and its Timok Gold project in Serbiaprovides exceptional exploration upside. We truly believe that 2019has the potential to be a strong year for DPM and that a significantre-rating opportunity is on the horizon.

Parq VancouverParq Holdings Limited Partnership, the holding company for ParqVancouver, successfully completed the refinancing of its capitalstructure in May 2019. Parq Vancouver is an integrated complexwhich is now fully operational and no longer encumbered with theonerous construction financing typically in place during the con-struction and development phase. We believe the refinancing pro-vides Parq Vancouver with the financial stability and flexibilityneeded to continue developing its world-class service to customers.In conjunction with this refinancing, we and PBC Group welcomeda new equity partner which has acquired a stake in Parq Holdings.The new partner is a domestic Canadian company with hospitalityholdings in several markets and which will assist in Parq Vancouver’sramp up and optimization. Series 5 Share ConversionIn mid-May 2019, we completed the conversion of Series 5 PreferredShares to class A subordinate voting shares. As part of this conver-sion, nearly 42 million class A shares were issued bringing the totalnumber of class A shares outstanding to nearly 100 million.The conversion of Series 5 Shares Preferred Shares provides uswith additional financial flexibility as we continue streamlining ourportfolio of holdings and exit businesses which we no longer con-sider to be core to our long-term strategy. As part of this process,we also announced that we continue to consider and evaluate thepossible implementation of a normal course issuer bid and/or a sub-stantial issuer bid in respect of our class A shares. No determinationhas been made as of yet and we will inform the market in a timelymanner once a decision is reached.

In 2018, DPM’sChelopech mineachieved anotherrecord year of goldproduction and copper production wasin line with guidance.

Real Estate $11.4

Energy $15.8

Financial $22.4

Mining $206.2

Agriculture $0.7

Pharmaceuticals $42.4

Other $0.2

Investmentsby Industry Sector($ millions)

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Dundee Corporation • Overview, Leadership Views and 2019 Outlook 5

Portfolio OptimizationNumerous non-core businesses have been exited or sold since I re-joined Dundee in early 2018. Below are some of the key highlightsof recent dispositions:Dundee Securities – In December 2018 we announced the sale ofDundee Securities Ltd. to Echelon Wealth Partners Inc. for totalconsideration of $4 million. This transaction also provided us withadditional liquidity of up to $5 million and ongoing cost savings.This was in addition to approximately $15 million of regulatorycapital supporting Dundee Securities that was returned to theCompany at the corporate level. Union Group – In January 2019 we announced the sale of our in-terest in Union Group International Holdings Inc. for total consid-eration of $14.5 million. This was a positive outcome for Dundeeand its shareholders as it provided us with an exit from an illiquidinvestment as we continued to rationalize our broader portfolio.Sotheby’s International Realty Canada -- In May 2019 we closedthe sale of Sotheby’s International Realty Canada to Peerage RealtyPartners. We originally acquired the Sotheby’s platform and envi-sioned it would become part of our broader wealth managementstrategy. However, our strategy changed, and so, we exited this busi-ness and are happy we found a transaction partner such as Peerage.

eCobalt Solutions -- In April 2019, we supported a business com-bination between eCobalt Solutions and Jervois Mining of Australia.Dundee was an early investor in eCobalt Solutions and we believestrongly in the thesis for battery metals growth over the short tomedium term as the world transitions to electric cars. This transaction brings together two companies with greater scale,liquidity and diversification with a re-rating opportunity. We alsobelieve the newly combined entity will benefit from increasedcapital markets exposure through listings in Canada and Australia,and a greater institutional investor following and equity analystresearch coverage.

OUTLOOK

As we look ahead, we continue to believe Dundee is uniquelypositioned to capitalize on the opportunities presented by the cur-rent state of junior mining sector.Our team at Dundee Goodman Merchant Partners is active in thedeal flow and evaluating numerous potential transactions and fi-nancing opportunities. And our resources portfolio provides us withaccess to a cross section of investment candidates in the junior min-ing sector where our technical knowledge and expertise gives us aclear competitive advantage. Underpinning this outlook is our improved balance sheet whichprovides us with additional financial flexibility. As of the end ofMarch 2019, our resources portfolio had a market value of nearly$200 million. And our investment portfolio, which does not includeour investment in Dundee Precious Metals, was valued at nearly$300 million. This, combined with nearly $40 million in cash onhand at the corporate level, gives us sufficient liquidity to continuethe pursuit of our longer-term strategic goals.

CLOSING

In closing, I would like to thank our shareholders for their contin-ued support. And I would also like to thank our employees andmanagement team for their continued hard work and dedication.We are addressing our challenges head on and slowly but surelymaking progress toward realizing our strategic objectives.Sincerely

JONATHAN GOODMAN

Chairman and Chief Executive OfficerDundee Corporation

“OUR TEAM AT DUNDEE GOODMAN MERCHANT PARTNERS IS ACTIVE IN THE DEAL FLOW AND EVALUATING NUMEROUS POTENTIAL TRANSACTIONS AND FINANCING OPPORTUNITIES.”

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CASE STUDY #1

Maritime Resources Overview:Maritime's Hammerdown gold project andWhisker Valley gold exploration project areboth located near the Baie Verte MiningDistrict and Springdale, Newfoundlandand Labrador. The company has recentlyundergone a number of corporate changesand relocated its head office to Toronto asMaritime advances the high-grade Ham-merdown gold project towards a produc-tion decision. The Hammerdown Mine was last operatedby Richmont Mines between 2000 and2004 producing 143,000 ounces of gold atan average mine grade of 15.7 gpt goldthrough a combination of narrow vein openpit and underground mining. Approxi-mately 270,000 tonnes of ore mined fromHammerdown was processed at the NuggetPond mill with recoveries of more than97% in a conventional carbon-in-pulp(CIP) gold circuit.

Dundee Goodman Merchant PartnersInvolvement:In March 2019, Dundee Goodman Mer-chant Partners (“DGMP”), a division ofGoodman & Company, Investment Coun-sel Inc., along with Sprott Capital PartnersLP, acted as advisors to Maritime in con-junction with a $5 million non-brokeredprivate placement. This private placementwas subsequently increased to $6.25 mil-lion and closed in April 2019. Followingthis financing, Dundee Resources Ltd. ownsapproximately 37 million common sharesof Maritime, representing about 19.5% ofthe outstanding shares.

Maritime provides an example of howDGMP will work with promising compa-nies in the junior mining sector to provideadvisory services and generate fees. It alsoprovides an example of Dundee deployingits capital alongside that of other signifi-cant experienced resource investors.

Key Facts:Ticker Symbol: TSX-V: MAEMarket Capitalization: $18 millionShares Outstanding: 189.1 millionFully Diluted: 278.5 millionWorking Capital: $6.4 millionDebt: Nil52 week high/low: $0.14 / $0.07Major Shareholders: Dundee ResourcesLtd., Sprott Asset Management and 1832Asset Management

Drill core from Martitime’s flagship Hammerdown gold project in the Baie Verte Mining District in Newfoundland.

Dundee Goodman Merchant Partners

Dundee Corporation • Overview, Leadership Views and 2019 Outlook 6

“MARITIME PROVIDES AN EXAMPLE OF HOW DGMP WORKS WITH JUNIOR MINING COMPANIES.”

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Dundee Corporation • Overview, Leadership Views and 2019 Outlook 7

CASE STUDY #2

Dundee Precious Metals Overview:Dundee Precious Metals Inc. (“DPM”) is aCanadian based, international gold miningcompany engaged in the acquisition of min-eral properties, exploration, development,mining and processing of precious metals.DPM’s operating assets include the Che-lopech operation, which produces a gold-copper concentrate containing gold, copperand silver and a pyrite concentrate con-taining gold, located east of Sofia, Bulgaria;the Krumovgrad project, which produces agold concentrate containing gold and silver,

located in southern Bulgaria; and theTsumeb smelter, a complex copper concen-trate processing facility located in Namibia.DPM also holds interests in a number ofdeveloping gold and exploration propertieslocated in Canada and Serbia, and its 10.3%interest in Sabina Gold & Silver Corp.DPM has signalled that it will continue toleverage its operating expertise in the min-ing sector to further optimize its existingassets, drive innovation, and supportgrowth. The allocation of capital will bebased on a disciplined framework that bal-ances the reinvestment of capital withbuilding financial strength, and returningcapital to shareholders. Other strategicareas including exploration and sustain-ability will continue to play a central rolewithin the company and will be betteraligned within the new organizationalstructure.

Dundee Corporation Involvement:Today, DPM is Dundee Corporation’s singlelargest investment as well as its largest holdingin its Resources Portfolio. Dundee owns ap-proximately 36.4 million shares, representingabout 20.34% of the total shares outstanding. Since DPM’s inception, Jonathan Goodmanhas brought unparalleled insight and skillin his role as President and Chief ExecutiveOfficer from 1995 to 2013, Executive Chairfrom April 2013 to September 2017 andnow as Chair.

Key Facts:Ticker Symbol: TSX: DPMMarket Capitalization: $676 MillionShares Outstanding: 179 million52 week high/low: $4.89 / $2.56Major Shareholders: Dundee Corporation,GMT Capital Corp., and Van Eck Associates

DPM’s Tsumeb smelter in Namibia achieveda record year of complex concentratesmelted in 2018.

“DPM IS DUNDEE CORPORATION’S SINGLE LARGEST INVESTMENT AND ITS LARGEST HOLDING IN ITS RESOURCES PORTFOLIO.”

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Strategic Priorities for 2019

Dundee Corporation • Overview, Leadership Views and 2019 Outlook 8

A CLEAR PATH TO VALUE CREATION IN 2019 AND BEYOND.

1. Ongoing build-out of merchant banking businessThe build-out of the Company’s capital markets business is con-tinuing under the Dundee Goodman Merchant Partners banner.This group is focused on the resources sector with exceptionalexpertise in the junior mining sector. Led by Rick Cohen, this teamof seasoned capital markets experts is based in Vancouver and isactively in the deal flow, evaluating numerous potential M&Atransactions and financing opportunities for junior mining firms.

2. Proactive management of resources portfolioDundee’s resources portfolio was valued at nearly $200 million asof May 2019. The largest single holding in this portfolio – which isalso Dundee’s largest investment – is Dundee Precious Metals.Managing this portfolio also provides Dundee with access to a crosssection of investment candidates in the junior mining sector, whereour technical expertise provides us with a competitive advantage.

3. Focus on core holdings in portfolioThe Company continues to focus on the rationalization of its mer-chant capital portfolio. As part of this process the Company hasfocused on those investments which require more managementoversight but which it also considers to be core to its expertise andaligned with its ability to generate sustainable growth and valuefor shareholders. These core assets today, for the most part, do notrequire additional funding from Dundee and are seeking or areexpected to be able to attract third-party capital as required. Withinthis group of core assets, Dundee includes Parq Vancouver, Agri-Marine Holdings, TauRx, Android Industries and United Hydro-carbon International Corp.

4. Continued portfolio rationalization and divestmentsThe ongoing proactive management and rationalization of Dundee’sinvestment portfolio remains a top priority. Beginning in early 2018steps were taken to reduce the number of investments from morethan 100 to less than 30 as of May 2019. Numerous non-corebusinesses have been sold, including Dundee Securities in late2018; and in 2019 our remaining interest in Union Group Holdingsand Sotheby’s International Canada were both sold. When non-core assets are divested we are able to redeploy capital into otherparts of the business and re-allocate management time. Additionally,Dundee and its partners successfully completed the refinancing ofthe capital structure of Parq Vancouver in May 2019.

5. Capital structure and cost discipline focusDundee has taken steps to improve its capital structure and reduceits interest payments though the conversion of its First PreferenceShares, Series 5 (“Series 5 Shares”) into Class A Subordinate VotingShares in May 2019. The conversion of the Series 5 Shares providesDundee with additional flexibility as it continues to streamline itsportfolio of holdings and exit businesses which are no longerdeemed core to its long-term strategy. Dundee has also significantlyreduced its expenses by reducing the number of full-time employeesto 36 as of May 2019.

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Corporate Information

EXECUTIVE OFFICE

1 Adelaide Street EastSuite 2000Toronto, OntarioM5C 2V9dundeecorporation.com

REGISTRAR AND TRANSFER AGENT

Computershare Investor Services Inc.100 University Avenue8th FloorToronto, OntarioM5J [email protected]

STOCK LISTING

The Toronto Stock Exchange

STOCK SYMBOL

DC.A

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DUNDEECORPORATION.COM

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