On November 20, 2023, Dundee Corporation announced that it intends to commence a substantial issuer bid to purchase for cancellation from the holders who choose to participate up to 975,610 of its cumulative floating rate first preference shares, Series 3 (“Series 3 Shares”) at a purchase price of $20.50 per Series 3 Share, for a maximum aggregate purchase price of approximately $20 million (the “Offer”).
The Offer is expected to commence on November 22, 2023 and will expire on December 27, 2023 or such date to which the Offer may be extended by Dundee, unless varied or withdrawn by Dundee.
Lock-up Agreements
In connection with the Offer, Dundee has entered into lock-up agreements with certain shareholders holding in the aggregate approximately 30% of the outstanding Series 3 Shares (the “Locked-up Shareholders”) pursuant to which, among other things, and subject to the terms and condition set out therein, the Locked-up Shareholders have agreed to tender to the Offer all of the Series 3 Shares held by them as at the date of the lock-up agreements.
Loan Agreement
In addition, on November 17, 2023, Dundee, as borrower, entered into a loan agreement with Dundee Resources Limited, as guarantor, and Earlston Investments Corp., as lender. The loan, to be advanced by the lender, will be in a principal amount of up to $20 million and will be available to Dundee upon satisfaction of certain customary conditions precedent. Dundee will use the proceeds of the loan to repurchase all or any portion of the Series 3 Shares pursuant to the Offer.
Cassels is acting for Dundee.