Dundee Corporation (TSX: DC.A) (the “Corporation” or “Dundee”) today announces its wholly-owned subsidiary, Dundee Resources Limited (“Dundee Resources”), has entered into a binding Cooperation and Commitment Deed with Aura Minerals Inc. (TSX: ORA) (“Aura”) that will see Dundee Resources, a 19.3 percent shareholder in Big River Gold Limited (ASX: BRV) (“Big River”), retain a 20.0 percent interest in Big River through a joint venture arrangement with Aura, subject to certain conditions. In conjunction with this announcement, Aura unveils plans to acquire 100 percent of Big River.

Transaction Highlights

  • Aura to acquire 100 percent of Big River and form an 80/20 percent joint venture with Dundee Resources.
  • Big River shareholders (other than Dundee Resources) to receive A$0.36 in cash consideration for each Big River share held, which values Big River at a purchase price of approximately A$91.7 million (on a fully diluted, equity basis).
  • Dundee Resources, a 19.3 percent Big River shareholder, has executed a binding Cooperation and Commitment Deed with Aura pursuant to which Dundee Resources will (subject to certain conditions) ultimately retain a 20.0 percent indirect interest in Big River and the Borborema Gold Project.
  • Proposed Aura transaction is unanimously supported by the Big River Independent Board Committee, in the absence of a superior proposal and subject to an independent expert concluding that the transaction is in the best interests of Big River shareholders.

Upon completion of the acquisition of Big River by Aura, Aura’s and Dundee Resources’ joint venture interest in Big River will be held through an intermediate holding company (“Aura JVCo”). Dundee Resources has agreed to receive shares in Aura JVCo (the “Transaction”), subject to certain conditions, in lieu of cash consideration, in exchange for its holdings of Big River shares. Following closing of the Transaction, it is expected that Dundee Resources will ultimately hold an indirect 20.0 percent equity interest in Big River. Dundee Resources may elect to receive the cash consideration in lieu of share consideration in limited situations, allowing Aura to acquire 100 percent control of Big River.

Jonathan Goodman, President and Chief Executive Officer of Dundee Corporation, commented:

“I am pleased to announce this deal for the company and its shareholders to participate directly in the future cash flows of a high-quality, development stage mining project in Brazil. We look forward to working closely with Aura Minerals, an exceptional and responsible operator with a great deal of experience and success working in Brazil, to develop the fully-permitted Borborema Gold Project.”

Mr. Goodman continued, “This transaction represents a significant milestone as it is the next phase for Dundee in affecting our strategy as a trusted capital provider and partner in the mining industry. We can unlock value for our shareholders in projects that we believe are mispriced in the public market by more direct participation in the operation. We are looking forward to leveraging the collective depth and breadth of experience of our team of technical and financial experts as we embark on this next chapter for Dundee Corporation. It is our belief that our direct 20 percent investment in the operation will deliver long-term value to our shareholders.”

A copy of the Co-operation and Commitment Deed has been released to ASX under Form 603 (Notice of Initial Substantial Holder).

Big River shareholders will be asked to approve the transaction with Aura at a shareholder meeting which is expected to be held in July 2022, with closing of the transaction anticipated to be in or around late July or early August 2022.

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.

FORWARD-LOOKING STATEMENTS:

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Dundee Corporation’s current expectations regarding future events, including but not limited to, the joint venture with Aura, the possibility of electing to receive cash in connection with Aura’s acquisition of Big River, Big River’s shareholder approval and the future development of the Borborema Gold Project. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dundee Corporation’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, regulatory approval, shareholder approval, Big River not pursuing alternative transactions, the election of Dundee to receive cash consideration in lieu of receiving shares of Aura JVCo and the other factors discussed under “Risk Factors” in the Annual Information Form of Dundee Corporation and subsequent filings made with securities commissions in Canada. Dundee Corporation does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

FOR FURTHER INFORMATION PLEASE CONTACT:

Investor and Media RelationsT: (416) 864-3584E: ir@dundeecorporation.com

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