John Vincic - Media Relations David Goodman - President and Chief Executive Officer Lucie Presot - Executive Vice President and Chief Financial Officer Mark Goodman - Executive Vice President and Chief Operating Officer Richard McIntyre - Executive Vice President, Wealth Management Eric Klein - Executive Vice President, Business Development

Luis Hernandez - Prosper Partners Mark Kearns - GMP Securities Jayme Wiggins - Intrepid Capital Funds Brett Reiss - Janney Montgomery Scott LLC. Zach Liggett - FIM Group

Thank you, operator. Good morning, everyone, and welcome to Dundee Corporation’s 2016 third quarter results conference call and webcast.

The Company's financial results were issued last night and are available on our website at dundeecorporation.com. Before we get started, please be advised that the information discussed today is current as of September 30, 2016 unless otherwise indicated and the comments made on today's call may contain forward-looking information.

This information by its nature is subject to risks and uncertainties and as such actual results may differ materially from the views and expectations expressed today. For further information on these forward-looking statements, please consult the Company's relevant filings on SEDAR.

Also, please be reminded that all currency amounts discussed on today's call are in Canadian dollars unless otherwise stated. Our presenters today are David Goodman, Dundee’s President and Chief Executive Officer; and Lucie Presot, Executive Vice President and Chief Financial Officer.

Joining them for the Q&A session following the conclusion of the formal remarks are Mark Goodman, Executive Vice President and Chief Operating Officer; Richard McIntyre, Executive Vice President, Wealth Management; and Eric Klein, Executive Vice President, Business Development. And now, I would like to turn the call over to David Goodman.

David?

Thank you, John, and thanks to everyone for joining the call this morning. Our focus in the third quarter remained squarely on the themes we've introduced at the outset of the year.

The top two priorities remain the active oversight of our portfolios and the management of our overall liquidity position. As part of this we want to boost our liquidity while lowering our cost at the corporate level.

We made significant progress against each of these objectives during the quarter. At the corporate level I’m pleased with the progress we made in our efforts to streamline our cost profile.

Today we employ about 200 people at our head office down from 400 in 2015. The magnitude of expense reduction is significant and in salary alone we have lowered our obligations by $7 million annually.

We expect to lower our headcount even further to as low as 100 people assuming the successful completion of our transaction with our capital markets group which I will discuss later. During the quarter we also maintained our focus on capital allocation.

Some of our larger investments required additional capital during the quarter to help fund their growth. In support of this we continued our efforts to invest our capital alongside that of our partners.

This strategy helps us lower our capital requirements while working with partners to not only have the financial means to help fund future growth but in some cases a significant industry experience to offer as well. Let me now turn to some of our key operational achievements for the quarter.

In August we completed the restructuring of United Hydrocarbons to provide it with a debt free balance sheet. We also backstop the subsequent rights offering following quarter end which saw $2.2 million at third-party capital invested alongside ours.

This capital injection was required to help fund United’s ongoing obligations and put it in a stronger position as it moves along in a process to attract potential joint venture partners for some or all of its assets. We believe we have a sizable asset with significant long-term potential.

Also in August, Dundee acquisition the first SPAC in Canada announces it entered into various agreements to create a pure play student housing company with assets across the country. If approved at the shareholders meeting next month.

This will constitute a qualifying transaction for Dundee acquisition. During the quarter Blue Goose Capital secured an investment from Serruya Private Equity a family enterprise with a very impressive track record of success in the food industry on an international scale.

This capital invested alongside ours was employed to help fund Blue Goose’s acquisition of Tender Choice Foods. A poultry processing facility in Burlington, Ontario, which we expect will be immediately accretive to its poultry business.

We also expect this investment will help Blue Goose achieve positive EBITDA in 2017 thereby increasing the valuation of our investment in this Company. Moving on to Slide 6 in our presentation.

I would like to discuss the progress within other parts of our portfolio. Construction at the Parq casino and resort project in Vancouver is progressing well and we are expecting the pouring of concrete on two of the shorter towers to be completed imminently which represents the top off of these two towers.

The top off of the third tower is scheduled for January 2017. During the quarter, we invested an additional $2.5 million to help fund ongoing construction.

Once completed and operations commence in late 2017 we would expect the project to begin generating positive EBITDA at that time. Dundee Precious Metals remains our largest investment in the gold mining industry.

We participated in a private placement in DPM in July and currently own about 23% of their outstanding shares. The investment was made to help DPM finance the construction of its Krumovgrad gold project in Bulgaria.

Longer term we remain bullish on the outlook for gold and expect that when Krumovgrad comes into production in the second half of 2018, it will be another catalyst for value creation. And finally, we are seeking regulatory approval to ratify the formation of a partnership structure in our Capital Markets Group.

This will allow further completion of the transaction with the employees of our capital markets division. This will enable us to finalize an equity ownership plan for the senior leadership and other employees with Dundee Capital Markets and Dundee will continue to maintain a stake in the Company through the form of subordinated debt.

Subject to regulatory approval, the closing of the transaction is scheduled for early December. We think this new structure will provide the necessary incentives and alignment of interest to make this new enterprises staked.

Now I'd like to turn the call over to our Chief Financial Officer, Lucie Presot for a review of financial information. Lucie?

Thanks very much David. Let me begin with a quick review of the financial results for the quarter.

We are reporting a net loss of $20.3 million in the third quarter and that compared with a loss of $324.4 million in the third quarter of last year. Of course, the third quarter of last year included the $215.2 million write-down of our resource property held through United Hydrocarbon.

After we account for the interest of minority shareholders, the net loss attributable to our shareholders was $16.4 million or a loss of $0.31 per share. Our financial results excluding the effects of the write-down taken in the third quarter of last year continues to be significantly driven by changes in the market value of our portfolio.

In the third quarter of this year, we saw net market appreciation in our investments of $7.9 million and this compares with market depreciation of $90.7 million in the same three months of 2015. As David mentioned in his earlier comments, we continue to actively monitor our cost profile.

During the quarter, our general and administrative expenses decreased to $29 million compared with general and administrative expenses of $42.4 million in the third quarter of 2015. On a year-to-date basis, these costs have decreased by 33% compared with cost in the same period of 2015.

The decrease is a result of various cost savings initiative, but we also benefited from the positive impact of lower infrastructure cost as a result of the sale of our retail division. At the head office level, our general and administrative costs excluding the effect of stock-based compensation increased to $6.9 million in the quarter up from $5.9 million in the third quarter last year.

The increase includes a bad debt expense of $0.4 million and non-recurring charge of $0.6 million related to the United Hydrocarbon restructuring and an additional $0.7 million of costs associated with the build out of Dundee global wealth management business. When we remove these expenses, our cost of $5.2 million in the quarter and they are consistent with our run rate of approximately $5 million per quarter as forecasted.

Let me now provide an overview of significant cash transactions during the quarter and our current liquidity position. Our credit facility came up for renewal in November of this year and we initiated discussions with our lenders during the third quarter.

These discussions are ongoing and we’re working towards a long-term arrangement. In the interim and given the transition the corporation is undertaking and its current business strategy, the corporation and its lenders have agreed to extend the current lending arrangements until March of next year.

This extension is being made under terms of conditions which remain essentially unchanged from those of the previously existing credit facility except for reduction in our total borrowing capacity to $125 million. This reduction is in line with our borrowing history and it's aligned to meet our projected cash requirements.

As September 14, 2016 and as a result of the extent of the credit facility, our cash and available liquidity is approximately $26.8 million and we have $94.5 million of outstanding debt. In addition to our cash borrowing capacity the market value of our portfolio public company exceeded $368 million at September 30.

In terms of significant cash transaction, we invested $13.7 million into our portfolio this quarter including $2.5 million in a private placement transaction in Dundee Precious Metals and further $2.5 million invested into the Parq casino. Our operating cash needs including cash needed for interest and dividend payment was another $10.6 million.

We paid $5.5 million to redeem this Series 4 preferred shares that did not convert to the Series 5 using receipts from interest and taxes. All-in this represents cash outlays of approximately $25 million during the quarter.

To fund these charges, we used about $20 million of additional regulatory capital that have been freed up from the sale of our retail division. We used $4 million from the sale of non-core assets in our portfolio and we increased our debt $5 million.

This concludes our financial review and I would now like to turn the call back to David Goodman. David?

Thank you, Lucie. As we approach the end of 2016, we remain focused on the priorities we outlined at the beginning of the year.

In spite of improvements in the markets we still face many challenges this year. However, we never lost sight of our strategic goals and I am encouraged by the progress we have made to date.

I am very optimistic that more improvements are on the horizon as we continue to execute moving into 2017. I see many near-term catalysts which should act as a value creation weavers for Dundee is include the completion of our transaction with our capital markets group which should provide us with a source of cash flow from interest on our subordinated debt agreement and it should also help us further rationalize our cost structure.

We also have to look forward to the successful integration of the Tender Choice acquisition with respect to help Blue Goose achieve positive EBITDA. And in 2017 we look forward to the completion of the construction and commencement of operation at the Parq casino which should begin to generate positive EBITDA at that time.

We are also continuing with the build-out of our Wealth Management platform. As noted on previous calls, we are active in the deal stream seeking potential acquisitions to help accelerate the growth of this business.

In a parallel track, we are also investing in organic growth and to that end we plan to introduce some unique products to the market in the New Year. At the corporate level we will continue to reposition our cost profile as we continue to share our operating company structure and adapt a leaner organizational framework that is more reflective of a holding company, we expect to see a corresponding decline in our expense structure.

As we approach the end of 2016, let me acknowledge the hard work and dedication of the entire team at Dundee. They have shown their commitment throughout this challenging year and thanks to them.

We are focused on our key strategic priorities of capital allocation, portfolio oversight and optimization in cash and liquidity management. Their collective effort is reflected in our improved results and I thank them for their perseverance.

And as always, let me thank our shareholders for their continuing support. With that, I'd be happy to take any questions.

Operator?

Yes, hello. Good morning.

Good morning.

All right. Well, I have a couple of questions.

And the first one is regarding to United. I would like to understand the long-term vision on this asset, on this investment.

What's the offside I guess that depends on the price of oil I guess you can assume somewhere between 50 or 70 as a long-term price in order to make your estimates. Well, I would like to understand your vision and your long-term vision on this – in this company and in order to understand it better given that it's the biggest investment in the whole company?

Okay. So United Hydrocarbons is an investment that’s been made by this company over the last several years prior to the 2014 decline in the price of oil United had been a significant investment.

The theory – at the time of the investment was that United properties and profile in the country of Chad were superior to an adjacent company that was called Griffiths Energy and subsequently Caracal and was able to sell or that company for valuations in excess of $1 billion and subsequently became part of Glencore. United had a similar land position or has a similar land position adjacent to the block that are now owned by Glencore.

But in addition had a much more potentially prolific block that’s called Block H and Block H added what we thought and continue to think it significant upside to the valuation of United. Unfortunately the price of oil plummeted and the plans in projections for the company have fallen a little short.

Now with the oil price starting to come back and we envision that it will stabilize and continue to go a little bit higher. We remain with a very attractive land position a management team that is extremely capable and confident since we put them in about a year ago a new management team.

We reduced the headcount at United they had over 300 people and they're now down to well below 80 and our vision for the future is to align ourselves with a partner to develop these fields and allow United to achieve a robust valuation associated with the potential for billions of barrels of oil.

Good morning.

Good morning.

I guess the first question I have is on the liquidity you guys are obviously the credit line going back to 125 million sounds like you guys are comfortable in the medium-term with that position, but I'm wondering does that restrict the investments you like to make or is there any concerns on that front. It seems like a little bit tight potentially I know it's something you guys are negotiating?

Well, it's not concerning to us at all because we never intend to draw on the facility to that amount in any event. We've for the last two years have been keeping our facility at approximately the $100 million level which we're comfortable with, but we're not comfortable significantly increasing the debt level of the corporation and so you know to have a facility at $125,000 at all.

Okay. So that - you're very comfortable doesn't change its strategy at all at this point?

No, financing our future is not going to depend on bank debt.

Okay. Fair enough.

Second question I had is on the Wealth Management side I know you guys have talked about acquisitions and organic growth. Wondering if we get a little more color on the pipeline organically and on the acquisition side, there's any sort of new updates on what the opportunities look like for acquisitions?

Okay. So I'm going to ask Richard McIntyre to address what we're looking for on the acquisition side.

On the organic side, we do remain quite excited about the opportunity we have with our CMP Funds to launch new product there and some of the fund ideas that are coming out of our private equity team, we think are pretty exciting. So that we do have the ability to grow organically plus we have an existing team that we brought over with Adam Donsky, Chief Investment Officer that is tremendous resource to the Company and we think we can manage by network investments with them.

In addition to that, we would like to expand that footprint through an acquisition. But as you know acquisitions take two to tango, so that you can't just say you're going to make one then it happens.

We do need someone on the other side of them as well. So I'll turn that over to Richard to expand.

Good morning, everybody. Thank you David for answering 90% of the question there, so well done.

We have been very active trying to look for the right opportunity and I think that’s the real focus and I always say we want to measure twice, cut once in terms of the type of organizations we're talking with. We have kind of two real categories.

We’re obviously looking at [indiscernible] nine years which we’re very interested in growing in Canada. And the other kind of angle to that would be the distribution side, where we want to distribute predominantly through the investment counseling side because we are very attractive to the high net worth nature of those firms.

We are probably sticking with both $5 billion to $6 billion worth of potential acquisitions which is going to be exciting, but as David said these things take time. And we want to make sure we get it right, we don't want to rush into an initial acquisition where we have to spend a lot of time dealing with challenges that come up from those types of transaction.

All right. That’s it for me guys.

Appreciate the color today. Thanks.

Thank you.

Thank you.

Hey, good morning. Thanks for taking my questions.

I have a few. The first one certainly you all have had a few positive developments recently whether with the SPAC or Dundee Sustainable or things like that, but those businesses they seem too small to really move the needle for Dundee.

So thinking big picture, can you talk about two or three possible catalysts the company is working toward that would really deliver a more meaningful cash flow to the firm at least $5 million a year. That's my first question.

Well, I think the casino can deliver significantly more than that for a year and we're hoping to have that built in Q3 or Q4 of next year. I think Blue Goose has the opportunity to develop and continue to provide significantly more than that in terms of cash flow to the Company over the next year.

I think it will be a bit of a catalyst to - I don't know if it's going to be an excess of $5 million a year, but in the spinout of the Capital Markets Group we do see that being a value added to the Company. I think United Hydrocarbon’s has the potential to deliver cash.

I don’t know if that’s over the course of the next 12 months, but that would be a significant cash flow producer subject to financing the development of its deal.

Okay. And I might not be understanding the deal with capital markets, the proposed deal correctly.

But can you talk about why this is the best move to maximize cash flow or even capital I guess as opposed to selling the business or liquidating it to release capital like you did with the retail side. It doesn't look like the capital markets business has generated income over the past several years at least, so why is this direction that you're headed?

Well, we think that this business is in its strongest from if the guys who are managing the business and doing the business are the owners of the business. It's a business that is basically intellectual capital.

We’re giving our guys a chance to come out of the gate with a reasonably well spot out business plan as a bunch of entrepreneurs in the Canadian landscape to be independent dealers. For us it hasn't been a profitable endeavor for us over the last 10 to 15 years where we were losing money, but restructured.

We think these guys have a really good opportunity to make money and we will have cash flow generation from our debenture and the business risk transfers to the guys who are running the business.

Right, at the debenture I mean you'll be putting more money into the operation rate, so it's…

Well, we will be leaving some money in the operation.

Okay. Along the same lines I know Lucie called out some of the financial statistics, but Dundee continues to have a cash burn related to the preference shares and also the corporate borrowings.

Can you speak philosophically about why it makes sense to maintain cash trading liabilities when you have a very large public investment portfolio where the major assets at least at this point really aren't providing income which is a different story than a couple of years ago when you had the reach that were spinning off pretty heavy dividends?

Is that for me or Lucie?

For anybody just philosophically why keep debt/preference shares when you have things that could retire those liabilities?

Well we’ve been pretty transparent on our goals of reducing the overall burn rate of the Company and to do it in a manner that's fair and responsible to all of our stakeholders. So clearly we believe we have very strong and valuable assets in our portfolio both private and public and that we can support our plans and what we have at the table, but on a long-term basis – philosophically on a long-term basis we would seek to have a much lower number of ongoing liabilities.

Okay. And I know monopolizing the call here a little bit, but I do have a couple more questions more about the specific business is TauRx.

I think you maintained your carrying value for that over the quarter. I guess you would probably fair to say that was due to the positive outcome for the drug when it was used as a monotherapy?

Can you elaborate at all on how those results as monotherapy compared to other leading Alzheimer's treatments. I mean was it kind of a [me to] outcome or did it – does it offer something different.

I'm not an expert on drugs so it was hard for me to figure that out?

Yes. It's a good question.

And unfortunately I'm not an expert either, but I know a fair amount as a result of this investment. The results were exciting.

It showed a really profound impact when used not in conjunction with other drugs. However, it's a very high risk industry this drug approval industry and it's difficult to say what the value of this is going to be in the future and what the Company needs to do in the future to become a marketable product.

So we're continuing to monitor the investment closely. I think the likelihood is they're going to have to do more studies and we have to assess what the cost of those studies will be against what the likely outcomes will be and whether or not they'll get any sort of wounded marketability in the interim.

And all of those questions are up in the air and we don't have answers to them. We own about 4.4% of the Company.

We've maintained our interest. We have not participated in their equity offerings that have been going on over the past couple of years choosing instead to allow them to raise their money and it dilutes us.

Going forward both for financial and interests and for the good of all mankind I hope they can do this.

Okay. Great and then last one for me.

The real estate brokerage operations I know this is I guess a fairly small part of your overall business, but the activity year-to-date was very strong compared to the prior year, but even with that it appears that that segment of Dundee 360 is still roughly breakeven, so it doesn't seem like the market conditions could be much more favorable. So what outcome do you need to really start showing positive income on that side of things?

I’ll let Richard take it.

Hi, there. It’s Richard McIntyre speaking.

I do have some oversight over the [indiscernible] business. We are very excited that we potential grow prospects with that business relatively the market business is in our favor.

What we do like about is the brand the ability to attract very absolute client and we believe there is a significant crossover there with our Wealth Management business so were excited about that particular opportunity. We believe that business is not fully penetrated into that segment.

So we believe that we could get our organization and significantly grow over the next few years and by doing that obviously we’re increasing our EBITDA, but at the same time we are also increasing our opportunity if you like to have kind of cross selling with our absolute client. So we lined out then the loss is strategically important and that we believe that the loss of promising growth prospects of it.

Okay. Thank you for taking my questions.

Thank you.

Thank you.

Hello. My next question is regarding Union Group I would like to hear the long-term vision on this business, what’s the business model, the upside, how involved are you guys in the management?

All right. Thanks for the question.

Again Union Group is an investment that was made many years ago in a young entrepreneur Juan Sartori, who has a business plan of owing hard assets and developing countries primarily Uruguay he’s building power plant, he owns some oil and gas, agriculture all similar in theme to the themes of the assets held by Dundee Corp., so is viewed as miniature Dundee Corp., we are not involved in the management of the company, we are a significant shareholder in the company, we think their assets and in the countries in which they operate represent good opportunity to make money, have growth, create interesting products for private equity and we expect further updates in the months ahead.

Okay. Great.

And another question and this one will be a little bit more long-term oriented and hard to answer but your vision is I guess what counts. The book value of Dundee has collapsed from $30 to around $14 from what we have now.

Where do you see that NAV or that book value over the next five to 10 years once the upside in Dundee as a whole? I guess you calculated and obviously there are so many scenarios, but I just want to see your view on?

Difficult question to answer. But I think on the $30 value was of Dundee that included a 70% ownership of Dundee realty at the time.

That would spun-out, so that would have taken the book value down a little bit. Going forward, the value of the assets we own will depend on many factors.

And our strategy is to reduce the amount of financial commitment we have to make to achieve the future valuations to seek partnership and to have our assets growth and develop through basically self-funding and self-contained units. That's why we have taken our investment in Blue Goose and created a company that Blue Goose can attract its own capital which it did.

Our goal is to do the same with United Hydrocarbon where it's a company that has got a strong management team, a first class oil project and will be able to attract its own capital. Our goal is the same with all our businesses as we develop and build them up –build them out and send them out.

It’s been the history of Dundee Corporation has been creating companies like that. We created DREAM which we built up and spun-out.

We created Dundee Wealth which we built up from the late 1990s to ultimately be spun-out, so it’s difficult to say where they grow to in book value over time. We're trying to nurture these companies to be self-sufficient and so that we can be happy holders without being asked for capital.

All right. Thanks.

That’s a good answer.

Thank you.

Good morning.

Good morning, Brett.

Good morning.

Are you comfortable that the cap – the large capital infusions into Parq are behind us and that the general contractor and management teams are in place to bring the project to completion and fruition on time.

We're comfortable. But it's construction.

So based on our assessment, we think that the large capital infusions are done. We believe that the project is going to be finished on time, but its construction, so there does remain some risk that more capital would be required and there's obviously normal construction risk.

We have upgraded the team significantly. I think we have a first class contracting team and first class oversight and good partners.

So we do feel good about the project and we do think that at the end of the day it will be worth it and that will have a first class asset.

Great. I hope that happens.

A Dundee Energy question. The pleading materials were not available to the public.

Was somebody able at the corporate headquarters to review the pleadings so that you could reach your own independent assessment of the probabilities of success of the arbitration award which should be coming within the next 30 to 45 days?

So Dundee Energy is a Company that we own approximately 53% of it is – its owned public company. So I'm not sure what we can release other than encourage them as a public organization to increase their disclosures so that you can come to your own assessments.

But let me think about that one Brett.

Okay. Fair enough.

Thank you very much for taking my questions.

Thank you.

Thanks, Brett.

Hey, good morning. Thanks for taking the call.

Just a question going back to the United Hydrocarbons says in the MD&A that you've got these bids that have come in and you're assessing. Do you have a timeline or a timeframe that you think you'll be completed on that assessment?

These processes start to have their own life, so we're working on it. Most of the – I think the process culminated in end of October question and the interest we are working through all of that, but again we're working through it with the management of a company.

We own 85% of United. It has a management team which is first class and they are working through the proposals to come to a recommendation to bring to the Board.

We are encouraged. We think this asset is great.

We think there's a pipeline that’s going to go right through our Block H. Obviously, the price of oil creates some sensitivity to it as does the political environment creates sensitivity to it, but we remain very encouraged with this asset.

Great. And then in terms of that initial term on the exploration permit that's too early next year I think is the process to renew that pretty straightforward or do you see any potential hang ups with that?

The process is pretty straight forward as they've already began the necessary work to get that done and the commitments have been met. So they don’t actually see an issue in getting an extension on the first base.

Okay. And the partners that you've been talking with that are making these bids, those bids are – does that say contingent on a successful renewal typically?

I would assume they would want to be see a valid permit, but those are all conversations that are happening and will remain confidential until we have something to report.

Okay. I'm just trying to get a feel for – we talking next quarter we should have a decent update on the year out.

Our intention is to try and get something done in the first half of 2017.

It sounds great. Thanks.

Okay. Appreciate your interest.

End of Q&A

Thanks again to everyone for joining today's call. We look forward to providing updates in the future and thank you very much for your interest in the Company.