Dundee to sell 24.48M New Found units for $97.92M

Executive Summary

• Dundee Corp. entered into a financing agreement to sell 24.48 million units of New Found Gold Corp. at $4.00 per unit, generating gross proceeds of C$97.92 million (up to C$159.12 million if all warrants are exercised).
• The transaction will close on or about December 16, 2025, providing immediate liquidity for Dundee and reducing its New Found ownership from ~10.8% to ~3.6% (undiluted).
• Proceeds are earmarked for enhancing corporate liquidity and general corporate purposes, supporting Dundee’s strategic capital‑allocation objectives.

Key Details

• Units Offered: 24.48 million units; each unit = 1 common share of New Found Gold Corp. + 0.5 warrant.
• Pricing: $4.00 per unit (gross proceeds to Dundee C$97.92 M).
• Warrant Terms: Each warrant allows purchase of one additional New Found share at $5.00 exercise price, exercisable for 12 months from issuance.
• Potential Additional Proceeds: If all warrants are exercised, an extra C$61.2 million (24.96 M shares × $5) would be received, raising total possible gross proceeds to C$159.12 million.
• Closing Dates:
• Canada – block trades on Dec 8, 2025; warrants via private placement.
• United States – both units and warrants via private placement.
• Expected closing ≈ Dec 16, 2025 (or other agreed date).
• Post‑Closing Ownership:
• Shares: 12,242,569 (≈3.6% undiluted; ≈5.7% partially diluted).
• Warrants retained: 7,655,829.
• Lock‑Up: Remaining New Found shares subject to a 60‑day lock‑up (customary exceptions apply).
• Use of Proceeds: Immediate liquidity enhancement and general corporate purposes.
• Early Warning Disclosure: Dundee will file an NI 62‑103 early warning report; holdings fall below the 10% threshold, ending further early‑warning obligations unless holdings rise again.
• Management Quote: Jonathan Goodman (President & CEO) emphasized that monetizing the position “enables us to redeploy capital into opportunities that strengthen our cash generation profile” and preserves participation via retained warrants.

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.” – Jonathan Goodman, President & CEO, Dundee Corp.