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

(TheNewswire)

 

THETFORD MINES, QUEBEC – TheNewswire - April 2, 2026 – DundeeSustainable Technologies Inc. (“DST” or the“Corporation”) (CSE: DST) and Dundee Corporation (“Dundee”)(TSX:DC.A), today announced that they have entered into a mergeragreement dated as of April 1, 2026 (the “Merger Agreement”)with 17799799 Canada Inc. (the “Purchaser”), anewly-incorporated and wholly-owned subsidiary of Dundee, pursuant towhich the Purchaser has agreed to acquire all of the issued andoutstanding subordinate voting shares of the Corporation (the“Subordinate VotingShares”) not owned by Dundee for aconsideration of $0.03 in cash per share (the “Consideration”),representing an aggregate value of approximately $440,000, subject toshareholder approval and other customary closing conditions (the“Transaction”).

 

Today’s announcement follows DST’s prior updates in2025 to the effect that certain loans and convertible debentures, inan aggregate amount of approximately $25.7 million at the time, hadreached maturity on May 15, 2025, and is the culmination ofdiscussions with Dundee to address DST’s financial situation,including the aggregate $23.7 million in loans due to Dundee andremaining unpaid as of this day.

 

“The Special Committee and management team arepleased with the outcome of the constructive discussions with Dundeeon our financial situation and unpaid loans. This transaction providesa beneficial resolution that avoids a formal default, delivers somevalue to shareholders and supports long-term business stability,”said Jean-Philippe Mai, President and Chief Executive Officer anddirector of DST, on behalf of the Special Committee. “Thistransaction serves the best interests of the company, including allits shareholders and stakeholders.”

 

“This transaction represents a pragmatic andforward-looking solution that preserves the going concern wherealternatives are limited”, said Jonathan Goodman, President and CEOof Dundee Corporation.  “By bringing DST fully in-house, we canstreamline both the operation and the capital structure and positionthe business for a more sustainable future.  We believe this outcomeis in the best interests of all stakeholders, particularly in light ofthe company’s ongoing financial challenges.”

 

In connection with the Transaction, DPM Metals Inc. andInotel Inc. (the holding company of Dr. Jean-Marc Lalancette, theCofounder and Chairman Emeritus of the Corporation), and all membersof senior management and directors of the Corporation, who togetherhold over approximately 7.2% of the Subordinate Voting Shares, have entered into votingsupport agreements under which they have agreed to, among otherthings, vote their Subordinate Voting Shares in favour of theTransaction. Consequently, shareholders holding approximately 31.3% ofthe Subordinate Voting Shares eligible to vote in the “majority ofthe minority” vote described below have agreed to vote in favour ofthe Transaction.

 

Special Committee and BoardRecommendation

 

A special committee (the “Special Committee”), comprised solely of independent directors, was formedby the board of directors of DST (the “Board”) in 2019 topursue strategic alternatives to reduce DST’s outstanding debt,consider new financing opportunities and review strategies forpresentation to the Board, and, upon receipt of Dundee’s proposal toprivatize the Corporation, was tasked with reviewing, negotiating andoverseeing the Transaction.

 

The Board, having received the unanimous recommendationof the Special Committee and advice from its financial and legaladvisors, unanimously determined that the Transaction is in the bestinterests of the Corporation and fair, from afinancial point of view, to the shareholders (other than Dundee andits affiliates), and recommends thatshareholders vote in favour of the Transaction at the special meetingof shareholders to be held to approve the Transaction.

 

The conclusions and recommendations of the SpecialCommittee and the Board are based on a number of factors,including:

 

• Status Quo is NotViable and Would Result in Bankruptcy:TheCorporation is indebted in excess of $20 million to its creditors,including loans from Dundee, which became due and payable since May15, 2025. The Corporation continues to require additional capital tofund its ongoing operations. Dundee has advised the Corporation thatit is not willing to extend the maturity of its loans and does notintend to provide further financial support to the Corporation as apublicly-traded company. In light of the Corporation’s currentfinancial condition, including revenues, prospects and outstandingdebt, the Special Committee considered that there is no foreseeablescenario in which the Corporation could reasonably be expected tocontinue to operate as a going concern and generate sufficient cashflow to service or repay its debt. As a result, maintaining the statusquo is not a viable alternative and, absent completion of theTransaction, the Corporation would be required to pursue arestructuring or bankruptcy process, which would result in no valuebeing available for the shareholders. 

• Lack ofAlternatives to the Transaction; Controlling Shareholder andSignificant Creditor: The strategic alternativereview process undertaken by the Special Committee since its creationin 2019, including the engagement of a financial advisor in 2022 toexplore potential interest from purchasers or financing partners, didnot yield any viable outcome. Dundee, which holds 2,500,000 multiplevoting shares (Multiple VotingShares”)and 49,526,218Subordinate Voting Shares, which represent an aggregate 83.6% of thevotes attached to the Corporation’s issued and outstanding sharecapital, has indicated that, in light of the Corporation’s currentfinancial condition and the present circumstances (including, that noalternative transaction is available to the Corporation), theTransaction is the only transaction it will consider and support atthis time. The Consideration is the highest price that Dundee waswilling to offer. In light of the Corporation’s current financialcondition and the present circumstances, it is unlikely that acompeting proposal offering greater value to the shareholders wouldemerge, and, even if it emerged, there can be no assurance that anysuch proposal would be successful, particularly given Dundee’sposition as controlling shareholder and significant creditor. 

• ImmediateLiquidity; Better Outcome than Bankruptcy: TheSpecial Committee received advice from DNA Advisors Inc. (theFinancial Advisor”) to the effect that there is limited trading volume forthe Subordinate Voting Shares on the Canadian Securities Exchange(“CSE”), and that as a result, shareholders would have limitedability to monetize their investment at the prevailing market prices.The Consideration payable pursuant to the Transaction is payableentirely in cash and provides shareholders with immediate liquidity,certainty of value and an opportunity to realize at least some value,in circumstances where the principal alternative to the Transaction isa bankruptcy or restructuring process. 

• IndependentFairness Opinion: Although the Corporation isexempted from obtaining a formal valuation under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special TransactionsMI 61-101”) given its listing on the Canadian Securities Exchange(“CSE”), the Special Committee sought and received anindependent fairness opinion from the Financial Advisor to the effectthat, as of the date of the Merger Agreement, the Consideration to bereceived by shareholders (other than Dundee) under the Transaction isfair, from a financial point of view, to such shareholders, in eachcase subject to the respective limitations, qualifications,assumptions, and other matters to be set forth in the written fairnessopinion. 

Transaction Details

 

The Transaction will be effected by way of anamalgamation under Section 181 of the Canada Business CorporationsAct (the “Amalgamation”).Pursuant to the Amalgamation, shareholders (other than Dundee, itsaffiliates and dissenting shareholders, if any) will receive, for eachSubordinate Voting Share held prior to the Amalgamation, oneredeemable preferred share (“Redeemable Share”) of the new corporationresulting from the Amalgamation (“Amalco”) and,immediately after the completion of the Amalgamation, each RedeemableShare will be redeemed by Amalco for a consideration of $0.03 incash.

 

Dundee and the Corporation are “related parties”and the Transaction constitutes a “business combination”, in eachcase within the meaning of MI 61-101. In accordance with MI 61-101,the Corporation is exempted from obtaining a formal valuation giventhat it is listed on the CSE. However, the Corporation is required toobtain the approval of the “majority of the minority” inaccordance with MI 61-101 (as described below) at the special meetingof shareholders to be held to approve the Transaction (the“Meeting”).

 

In order to proceed, the Transaction must be approvedat the Meeting by the favourable vote of (a) atleast 66 2/3% of the votes cast by holders of Multiple Voting Sharesand Subordinate Voting Shares present in person or represented byproxy at the Meeting, voting together as a single class; and (b) atleast a simple majority of the votes cast by holders of MultipleVoting Shares and Subordinate Voting Shares present in person orrepresented by proxy at the Meeting, excluding votes attached toMultiple Voting Shares and Subordinate Voting Shares held by Dundeeand the Purchaser and any other votes required to be excluded pursuantto MI 61-101. Each Multiple Voting Share carries 10 votes per shareand each Subordinate Voting Share carries one vote per share.

 

The Merger Agreement contains a non-solicitationcovenant on the part of the Corporation, subject to the customary“fiduciary out” provisions. A termination fee representing costsand expenses incurred by the Purchaser up to an amount of $25,000would be payable by the Corporation in certain circumstances specifiedin the Merger Agreement, including in the context of a superiorproposal supported by the Board. A reverse termination feerepresenting costs and expenses incurred by the Corporation up to anamount of $25,000 would be payable by thePurchaser if the Transaction is not completed in certain circumstancesspecified in the Merger Agreement.

 

The Transaction is expected to close in the first halfof 2026, subject to shareholder approval and the satisfaction ofcertain customary closing conditions.

 

Following completion of the Transaction, theCorporation will become a privately held company and the Corporationintends to apply to cease to be a reportingissuer under Canadian securities laws and to have the SubordinateVoting Shares voluntarily delisted from the CSE.

 

Additional information regarding the Transaction, therationale for the recommendations made by the Special Committee andthe Board, the fairness opinion and how shareholders can participateand vote at the Meeting will be included in a management information circular to beprepared and made available to shareholders in connection with theMeeting. Copies of the Merger Agreement, the voting supportagreements, the management information circular and proxy materialswill be filed under the Corporation’s profile on SEDAR+ on www.sedarplus.ca.

 

About Dundee Sustainable Technologies

The Corporation is engaged in the development andcommercialisation of environment-friendly technologies for thetreatment of materials in the mining industry. Through the developmentof patented, proprietary processes, DST extracts precious and base metals from mineralised material, concentrates and tailings, while stabilisingcontaminants such as arsenic, which could not otherwise be extractedor stabilised with conventional processes because of metallurgicalissues or environmental considerations.

DST has filed, published and was granted patents forthe GlassLock Process™ and CLEVR Process™ in numerouscountries.

 

About Dundee Corporation

Dundee Corporation is a public Canadian independentmining-focused holding company, listed on the Toronto Stock Exchangeunder the symbol “DC.A”. The Corporation is primarily engaged ininvesting in mineral resource assets. Dundee Corporation operates withthe objective of unlocking value through strategic investments inmining projects globally. Dundee Corporation’s team conducts duediligence in order to assess the geological, technical, environmental,and financial merits and risks of each project and looks to deploycapital where it can either seek to generate investment returns orwhere Dundee Corporation can collaborate with operating partners andtake strategic partnerships through direct interests in miningoperations.

 

FOR FURTHER INFORMATION PLEASE CONTACT:

 

Dundee Sustainable Technologies Inc.

Mr. Jean-Philippe Mai

President and CEO

Dundee Sustainable Technologies Inc.

Tel: (514) 866-6001 # 228

info@dundeetechnologies.com

 

Dundee Corporation
Investor and Media Relations
Phone: (416) 864-3584
Email: ir@dundeecorporation.com
Website: www.dundeecorporation.com

 

FORWARD LOOKING STATEMENTS

 

This news release containsforward-looking information and forward-looking statements(collectively referred to hereinafter as, “forward-lookinginformation”) within themeaning of applicable Canadian securities legislation. Forward-lookinginformation is not representative of historical facts or informationor current conditions, but instead represent only the beliefs of themanagement of DST and Dundee regarding future events, plans orobjectives, many of which, by their nature, are inherently uncertainand outside of the control of DST and Dundee. Generally, suchforward-looking information can be identified by the use offorward-looking terminology such as “plans”, “expects” or“does not expect”, “is expected”, “budget”,“scheduled”, “estimates”, “forecasts”, “intends”,“anticipates” or “does not anticipate”, or “believes”, orvariations of such words and phrases or may contain statements thatcertain actions, events or results “may”, “could”,“would”, “might” or “will be taken”, “will continue”,“will occur” or “will be achieved”. The forward-lookinginformation contained herein may include, but are not limited to,information concerning: (i) the Transaction and the Meeting,including, the timing for the completion of the Transaction, themanner in which the Transaction will be completed, and the anticipatedbenefits therefrom; (ii) the filing of disclosure documents andrelated materials in connection with the Transaction and the Meeting;and (iii) the Corporation’s intention to  apply to cease to be a reporting issuer underCanadian securities laws and to have the Subordinate Voting Sharesvoluntarily delisted from the CSE.

 

By identifying such information andstatements in this manner, DST and Dundee are alerting the reader thatsuch information and statements are subject to known and unknownrisks, uncertainties and other factors that may cause the actualresults, level of activity, performance or achievements to bematerially different from those expressed or implied by suchinformation and statements. In addition, in connection with theforward-looking information contained in this news release, DST andDundee have made certain assumptions. Among the key factors that couldcause actual results to differ materially from those projected in theforward-looking information are the following: (i) any inability toconsummate the Transaction on the terms proposed and described herein,or at all; (ii) any inability to obtain, in whole or in part, anyrequisite regulatory, third party and shareholder approvals and/or tosatisfy any of the other conditions to the consummation of theTransaction on the terms proposed, or at all; (iii) any adverse impactof the announcement or consummation of the Transaction on therelationships of DST and/or Dundee; (iv) changes in general economic,business and political conditions, including changes in the financialmarkets; (v) changes in applicable laws; (vi) any difficulty orinability in complying with extensive government regulation; and (vii)the diversion of management time on the Transaction. Should one ormore of these risks, uncertainties or other factors materialize, orshould assumptions underlying the forward-looking information proveincorrect, actual results may vary materially from those describedherein as intended, planned, anticipated, believed, estimated orexpected.

 

Although management of DST andDundee believe that the assumptions and factors used in preparing, andthe expectations contained in, the forward-looking information arereasonable, undue reliance should not be placed on such informationand statements, and no assurance or guarantee can be given that suchforward-looking information will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated in such information and statements. The forward-lookinginformation contained in this news release is made as of the date ofthis news release, and neither DST nor Dundee undertakes to update anyforward-looking information contained or referenced herein, except asrequired by applicable securities laws.

 

This news release shall notconstitute an offer to sell or the solicitation of an offer to buy anysecurities in any jurisdiction.

 

Neither the CSE nor its RegulationServices Provider (as that term is defined in the policies of the CSE)accepts responsibility for the adequacy or accuracy of thisrelease.

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