Dundee Corporation (TSX: DC.A, DC.PR.B and
DC.PR.D) (“
Dundee” or the
“
Corporation”) announced today the results of its
substantial issuer bid (the “
Offer”) 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 (the “
Series 3 Shares”) at a purchase
price of C$20.50 per Series 3 Share, for a maximum aggregate
purchase price of C$20,000,005. The Offer expired at 11:59 p.m.
(Toronto time) on December 27, 2023.
Based on the report of Computershare Investor
Services Inc., as depositary for the Offer (the
“Depositary”), 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 C$20.50 per Series 3 Share for an aggregate purchase price
of C$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% 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
November 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+ at www.sedarplus.ca and
are posted on Dundee’s website at www.dundeecorporation.com.
Dundee retained Cassels Brock & Blackwell
LLP to act as its external legal advisor 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.
This news release is for informational purposes
only and does not constitute an offer to buy or the solicitation of
an offer to sell any Series 3 Shares.
Update Regarding the Loan
As previously announced by the Corporation on
November 20, 2023, in connection with the Offer, the Corporation
entered into a loan agreement dated November 17, 2023 (the
“Loan Agreement”) among the Corporation, as
borrower, Dundee Resources Limited, as guarantor, and Earlston
Investments Corp. (the “Lender”), as lender,
pursuant to which the Lender agreed to make a loan in a principal
amount of up to C$20,000,000 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
C$14,000,000 for purposes of funding 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 November 20, 2023.
ABOUT DUNDEE CORPORATION
Dundee Corporation is a public Canadian
independent holding company, listed on the Toronto Stock Exchange
under the symbol “DC.A”. Through its operating subsidiaries, Dundee
Corporation 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.
FOR FURTHER INFORMATION PLEASE
CONTACT:
Investor and Media RelationsT: (416) 864-3584E:
ir@dundeecorporation.com
Forward-Looking Statements
Forward-looking statements are included in this
news release. These forward-looking statements are identified by
the use of terms such as “anticipate”, “believe”, “could”,
“estimate”, “expect”, “intend”, “may”, “plan”, “predict”,
“project”, “will”, “would”, and “should” and similar terms and
phrases, including references to assumptions. Such statements may
involve but are not limited to, Dundee’s plans, objectives,
expectations and intentions, including statements with respect to
the cancellation of Series 3 Shares purchased under the Offer and
the number of Series 3 Shares issued and outstanding after giving
effect to such cancellation, the timing of payment to be completed
by the Depositary, the Board of Directors intention to continue to
review various options for the future allocation of capital, and
other comments with respect to strategies, expectations, planned
operations or future actions. Forward-looking statements, by their
nature, are based on assumptions and are subject to important risks
and uncertainties. Any forecasts, predictions or forward-looking
statements cannot be relied upon due to, among other things,
changing external events and general uncertainties of the business
and its corporate structure. Results indicated in forward-looking
statements may differ materially from actual results for a number
of reasons. The forward-looking statements contained herein are
subject to change. However, Dundee disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise,
except as required under applicable securities regulations.
Dundee (TSX:DC.A)
Historical Stock Chart
From Apr 2024 to May 2024
Dundee (TSX:DC.A)
Historical Stock Chart
From May 2023 to May 2024