Dundee Sustainable Technologies Enters Into a Definitive Agreement to be Privatized by Dundee Corporation

Executive Summary

• Dundee Sustainable Technologies Inc. (“DST”) entered into a definitive merger agreement with Dundee Corporation’s wholly‑owned subsidiary, 17799799 Canada Inc., under which the Purchaser will acquire all outstanding subordinate voting shares of DST not owned by Dundee for $0.03 per share (≈ $440,000 total).
• The transaction resolves DST’s $20M+ debt situation, avoids a potential bankruptcy, and will result in DST becoming a privately held company with its CSE listing voluntarily delisted.
• Shareholder approval is required at a special meeting; the deal is expected to close in the first half of 2026, subject to customary closing conditions.

Key Details

• Consideration: $0.03 cash per subordinate voting share (aggregate ≈ $440,000).
• Transaction Structure: Amalgamation under Canada Business Corporations Act; shareholders receive redeemable preferred shares that are immediately redeemed for cash at the stated price.
• Debt Context: DST had $25.7 M of loans and convertible debentures mature on May 15 2025; $23.7 M of those were owed to Dundee and remain unpaid.
• Shareholder Support:
• Senior management, DPM Metals Inc., Inotel Inc., and directors holding ~7.2% of subordinate voting shares signed voting support agreements.
• Approximately 31.3% of eligible subordinate voting shares have agreed to vote in favour.
• Special Committee: Independent director committee formed in 2019; unanimously recommended the transaction as fair and in shareholders’ best interests.
• Fairness Opinion: Independent fairness opinion from DNA Advisors Inc. concluded the cash consideration is financially fair to non‑Dundee shareholders.
• Approval Requirements (MI 61‑101):
• ≥ 66⅔% of votes cast by all voting shares present (including multiple‑voting shares) must approve.
• Simple majority of votes excluding those held by Dundee and the Purchaser must also approve.
• Termination Fees: Up to $25,000 payable by DST if the transaction is terminated for a superior proposal; reciprocal fee up to $25,000 payable by Purchaser if the deal does not close under certain conditions.
• Closing Timeline: Anticipated in H1 2026, subject to shareholder approval and customary closing conditions.
• Post‑Closing Plan: DST will become privately held, cease reporting under Canadian securities laws, and seek voluntary delisting of its subordinate voting shares from the CSE.

Notable Quotes

“This transaction provides a beneficial resolution that avoids a formal default, delivers some value to shareholders and supports long-term business stability,” – Jean‑Philippe Mai, President & CEO, DST.

“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,” – Jonathan Goodman, President & CEO, Dundee Corporation.