Dundee Corporation Announces Sale of New Found Gold Corp. Units for Up to C$159.1 Million

Executive Summary

• Dundee Corporation entered into a financing agreement with BMO Capital Markets Inc. and SCP Resource Finance LP to sell 24,480,000 units at C$4.00 per unit, generating gross proceeds of C$97.92 million.
• Each unit consists of one New Found Gold Corp. common share (owned by Dundee) and a half‑share purchase warrant exercisable at C$5.00 for up to 12 months; full exercise would increase total gross proceeds to approximately C$159.12 million.
• Proceeds will be used to enhance liquidity and for general corporate purposes, while Dundee retains a reduced equity stake in New Found (approximately 3.6% undiluted after the sale).

Key Details

• Units Offered: 24,480,000 units at C$4.00 per unit → Gross proceeds: C$97,920,000.
• Unit Composition:
• 1 common share of New Found Gold Corp. (“Unit Share”) owned by Dundee.
• 0.5 of a common share purchase warrant (each whole warrant = right to acquire 1 additional New Found share at C$5.00, exercisable for 12 months).
• Potential Full Warrant Exercise: If all warrants are exercised, an additional C$61,200,000 would be raised, bringing total possible gross proceeds to C$159,120,000.
• Closing Date: Expected on or about December 16, 2025 (or other mutually agreed date).
• Distribution Method:
• Unit Shares sold via block trades in Canada on Dec 8, 2025; Warrants sold privately in Canada and the U.S.
• Both components sold privately in the United States.
• Lock‑up & Hold Periods: Remaining New Found shares subject to a 60‑day lock‑up; warrants subject to statutory hold period in the U.S., none in Canada.
• Post‑Transaction Holdings:
• Dundee will retain 12,242,569 New Found common shares and 7,655,829 warrants.
• Ownership percentages: ~3.6% undiluted, ~5.7% partially diluted (down from ~10.8%/12.8%).
• Use of Proceeds: Immediate liquidity enhancement and general corporate purposes.
• Early Warning Disclosure: Dundee will file an early‑warning report under NI 62‑103; holdings fall below 10%, removing ongoing reporting obligations under NI 62‑104 unless holdings rise again.

Notable Quotes

“Monetizing this position enables us to redeploy capital into opportunities that strengthen our cash generation profile, while our retained warrant position preserves meaningful participation in the company’s future growth. This transaction reflects our disciplined approach to capital allocation and enhances our ability to advance our strategic priorities,” – Jonathan Goodman, President & CEO, Dundee Corporation.