John Vincic - Investor and Media Relations David Goodman - President and Chief Executive Officer Lucie Presot - Executive Vice President and Chief Financial Officer Richard McIntyre - Executive Vice President

Mark Kearns - GMP securities Brett Reiss - Janney Montgomery Scott Jayme Wiggins - Intrepid Capital Funds Brett Reiss - Janney Montgomery Scott

Thank you, operator. Good morning, everyone, and welcome to Dundee Corporation’s 2017 first quarter results conference call and webcast.

The company’s financial results were issued last night and are available on our website along with today’s presentation at dundeecorporation.com. Before we get started, please be advised that the information discussed today is current as of March 31, 2017 unless otherwise indicated and that 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 Chief Executive Officer; and Lucie Presot, Executive Vice President and Chief Financial Officer.

Joining them for the question and answer session following the conclusion of the formal remarks are Mark Goodman, 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 results for the quarter were issued last night and pleased to say we saw improved performance across our portfolio.

Stronger market performance by a number of our public company investments helped drive improved financial results this quarter. More importantly, we are engaged -- we are encouraged to see that the hard work and dedication of so many people is reflected in improved performance at each of our subsidiary companies.

Now, clearly some of our subsidiaries are still in a loss position and more work needs to be done. That said, we believe positive trends are emerging and momentum is beginning to take hold.

Our job now is to maintain our focus and support for our management teams as they continue working towards their broader objectives and ultimately ensuring their businesses are self-funding and cash flow positive. As always, we continued our focus on making progress against important strategic priorities that we think are critical long term value drivers for the Corporation.

Some of this progress was made both during the quarter and subsequent to quarter end and I will touch upon each briefly. First, we secured a new $80 million revolving credit facility from a Canadian Schedule I Chartered Bank.

Lucie will discover this in a little greater detail when she provides her financial overview. But needless to say, this is an important step for us as it pertains to the management of our liquidity and access to cash.

Next, after a thorough strategic review process, United Hydrocarbon International or UHIC, secured an agreement with Delonex Energy which we see as a major win for all parties involved. In just a moment, we’ll spend more time reviewing the merits of this transaction but I want to say that this is an extremely positive outcome for UHIC and for Dundee Corporation shareholders.

And finally, the Parq Casino in Vancouver remains on track for a fall 2017 opening. The casino project has been generating significant interest among our shareholders and we are excited about its potential.

To that end, I will spend time later in the presentation outlining the project’s key attributes. Now let me provide an overview of some of our key operational achievements for the quarter.

At Blue Goose, the integration of Tender Choice continues and is beginning to contribute improved results. Included in operating results this quarter are revenues of $22.3 million and contribution margin of $2.2 million from Tender Choice.

This helped Blue Goose narrow its loss on a year-over-year basis. More importantly, we expect the integration to continue to progress and with drilling [ph] season upon us in Canada, we anticipate stronger results from Blue Goose over the next two quarters.

During the quarter, assets under management at Goodman & Company, Investment Counsel surpassed the $200 million threshold due to a combination of inflow from new clients and the positive impact of launching the CMP 2017 Resource Limited Partnership. As part of our broader strategy, we continue evaluating a number of acquisition opportunities.

Successfully concluding and integrating a platform acquisition is critical to our plans for accelerating growth within our wealth management division. And finally, Dundee 360 generated positive earnings in the quarter.

Brad Henderson, an extremely capable executive who also heads our Sotheby’s International real estate division in Canada, is leading the repositioning of this group. His team is also working diligently to identify and close opportunities to monetize legacy assets within this division.

I'd like to turn our attention to the UHIC transaction with Delonex Energy which was announced earlier this week. For the benefit of those who may not know much about Delonex, let me begin by taking a moment to explain why we see them as the ideal partner for UHIC.

Delonex is a Sub-Saharan oil and gas company focused on exploration, development and production, currently active in Ethiopia, Kenya, and Mozambique. This transaction with UHIC is part of their strategy for expanding their portfolio in central and western Africa.

Their senior management team has a proven track record in discovering, developing and operating world-class onshore basins and building an operating pipeline infrastructure. Delonex is backed by a group of global investors with extensive oil and gas experience led by global private equity firm Warburg Pincus and the International Finance Corporation, a part of the World Bank Group.

Clearly we feel we could not have found a partner better qualified to work with us to advance our world class assets from Chad. Now let me briefly recap the transaction highlights.

Upon closing, UHIC will receive cash consideration of $35 million. Delonex has made a commitment to invest $65 million over the next two years to fund exploration work in a highly prospective region which has not seen meaningful explorations since the 1970s.

Assuming commerciality is achieved, Delonex has committed an additional $35 million for development in the Doba Basin. Delonex will also pay an additional $50 million bonus when first oil is achieved, $20 million of which is for first oil at the Doba basin and 30 million of which is for first oil at Block H.

UHIC has also retained royalties of 10% on Doba production and a 5% royalty on all oil production at Block H. payable unless the average price of crude oil is less than $45 per barrel for that quarter.

And finally the transaction is subject to government approval by the Chadian government. On that note, we are working diligently on the ground in Chad with our partners to help ensure the Ministry of Petroleum and Energy and Parliament can approve the transaction in an expeditious manner.

In summary, we're extremely pleased with this outcome for UHIC and we're very proud of the work done by the management team including Gabriel Olivier and Brad Hall and indeed the entire management team of United in helping bring this transaction to where it is today. We think Delonex is the right partner with a proven track record and financial wherewithal to advance this world class asset in Chad and as they do we feel confident that the economic interest we have retained will deliver meaningful long term value for our shareholders.

While the risks of the project have been lowered with the announcement of Delonex as a partner we’re still considering attaining government approval to be a risk. We believe our partners and the work program being offered coupled with UHIC’s strong commitment to Chad, including the investment of approximately $300 million to date, our strong reasons to support the transaction, a more dialogue is required with government and we can give no assurance that approval will be obtained or if obtained how long it will take.

Nevertheless we remain cautiously optimistic that the transaction will be completed. Let’s now move on to another asset that has garnered a significant interest among our shareholders, which is the Parq Casino.

Parq Casino is poised to become a world class urban resort, and one of North America's most cosmopolitan and beautiful cities located in downtown Vancouver adjacent to BC Place Stadium, the Parq Casino resort will include a pair of Marriott branded luxury hotels. That combined will house its 517 guest rooms.

Yes, we will be able to access five restaurants, three lounges and a luxurious spa. The project will also include a 60,000 square foot conference center and will have a parking facility with 1069 spaces.

It will also be the new home for the Edgewater Casino which has 600 slots and 75 gaming tables. And as noted earlier, the project remains on track for opening this fall.

With that, let me move on to a summary of our EBITDA forecast for Parq Casino. As you said previously, we believe that once it is fully operational and ramped up over twelve month period, we believe the casino can generate between $75 million and $100 million of EBITDA.

Let me briefly walk you through our forecast breakdown: between 60% and 70% of the EBITDA will come from Casino activity. We currently expect between 10% to 15% of EBITDA will be driven by the hotel activities, the balance will come from food and beverage, the parking facility and other services.

The primary driver of improved EBITDA performance will be higher casino utilization, as we expect significantly more people to visit the new location. This will be driven by a variety of factors, including the location, proximity to B.C.

Place Stadium, greater variety of amenities for casino patrons and easy access for hotel guests and convention attendees. We anticipate there could be approximately $7 million to $10 million of additional capital required from Dundee prior to opening and then after opening there may be additional working capital requirements during the ramp up period.

And the current project financing arrangement for park includes two tranches of high yield debt totaling $415 million. However we believe that once the casino is operational that we will be able to seek refinancing on better terms which reflect the EBITDA generation capabilities of this exciting project.

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

Thanks very much David and good morning everyone. As we did last quarter let me begin my comments with the brief review of our financial results.

In the first quarter of 2017 we reported earnings of $29 million attributable to our shareholders, or approximately $0.44 per share on a fully diluted basis. This compares with the loss attributable to our shareholders of $6.1 million or a loss of $0.13 per share incurred during the first quarter of the prior year.

Earnings from mark-to-market gains in our portfolio of investments, including our portfolio of publicly traded securities, were $57.5 million this quarter, of which $21 million or about 37% relates to our investment in DREAM and Dundee Precious Metals. In comparison during the first quarter of the prior year, mark-to-market gains in our portfolio were $51.1 million with $49 million or over 95% originating from these two investments.

We saw a positive trend in our portfolio throughout the first quarter and at the end of the quarter these investments had an aggregate market value of almost $490 million, of which $314 million represented publicly traded securities. We account for nine of our other investments using the equity method, including eight investments in private enterprises and one small investment in a publicly listed security.

These investments had an aggregate carrying value at March 31 of $159 million and during the first quarter were reporting losses of $2 million from our equity accounted investments, partially offset by $1 million of equity earnings from our real estate division following the completion of another phase of our Edenor project in France. David has provided you with a detailed update on the status and the expectations of our investment in the Parq Casino project.

The existing Edgewater casino that forms part of that project generated revenues of $17 million this quarter and the entire park project including the development of real estate reported net income of about $3.2 million of which our share is $1.2 million. Parq’s results are subject to significant fluctuations resulting from foreign exchange movements as you know the project financing is in U.S.

dollars. We recognized a loss from our investment in Union Group of $5.4 million in the quarter, about $700,000 this loss represents our share of actual operating losses in the quarter with the balance being a reallocation of reserves in other comprehensive income.

Union Group continues to ramp up activity in ICC, International Cannabis Corp. Subsequent to quarter end, they announced an agreement with the Canadian entity pursuant to which ICC will provide Canada’s extract oils and other related products for medicinal testing purposes under the Controlled Drugs and Substances Act in Canada.

In anticipation of these activities ICC has acquired a greenhouse that will be used for the production of its medicinal cannabis plant. When we last reported to you on our stock investment, we indicated that we may incur up to $1 million of losses as Dundee acquisition completes the distribution of its escrowed assets to its Class A shareholders.

That distribution was completed in April 2017 and the stock activity has been effectively wound down. The equity earnings of $2.2 million recognized in the first quarter of this year is actually a non-cash gain and reflects the forfeiture of previously expensed underwriters’ fees following the non-completion of a qualifying acquisition.

While the performance of our investment portfolio was favorable and as David has already commented, we're also encouraged by the financial performance of our underlying operating subsidiaries, each of which delivered stronger financial results this quarter than they did in the first quarter of the prior year. Our operating subsidiaries incurred pretax losses of $8.6 million in the first quarter of 2017 and that’s compared with pretax losses of $28.6 million in the first quarter of 2016.

Revenues from our operating subsidiaries grew to $63.8 million in 2017 compared with revenues of $60.5 million in the prior quarter. While the 6% increase is significant, the change in the revenue mix should also be noted.

Blue Goose revenue increased to $29.2 million this quarter from $15.7 million in the first quarter of the prior year and includes revenues of $22.3 million from the Tender Choice business which was acquired in October 2016. In comparison during the first quarter of 2017, revenues in our brokerage subsidiary, Dundee Securities fell to $4.6 million, from revenues of $20.1 million generated in the first quarter of 2016.

Of course, prior year results included a full quarter of both the retail and capital markets divisions which were sold later in 2016. We indicated last quarter that these divestitures were critical in helping us reshape our cost structure and lower some of our ongoing expenses and we continue to see the positive effects of these actions reflected in our financial results.

General and administrative costs, excluding stock based compensation, decreased by 45% in the first quarter of 2017 to $21.7 million compared with $39.6 million of G&A expenses in the same period of the prior year. Results at the corporate office level saw G&A costs increase marginally to $4.3 million this quarter from $4.1 million in the first quarter of 2016 but these costs remain consistent with the guidance that we previously provided.

In terms of liquidity, we continue to see our corporate run rate at least in the short term at approximately $20 million per year and we anticipate that interest and dividend cash requirements will be another $16 million. Liquidity remains a strategic priority.

In the fall of 2016 we initiated a discussion with our lenders to secure a more stable lending arrangement for the corporation and in late April we entered into a bilateral arrangement with the Canadian Schedule I Chartered Bank for a borrowing arrangement of up to $80 million. This is a 365-day credit facility and we believe that this extended time period provides us with greater capacity and flexibility to develop our investments.

Other than the adjustment to the lending base, interest on the debt has not changed. Notwithstanding the longer term nature of our current borrowing arrangements we remain absolutely focused on reducing our debt and rationalizing our portfolio, including our legacy portfolio in order to ensure that we are able to allocate capital on a go forward basis more in line with our longer term business strategy.

So let me take a moment to just walk you through where we deployed cash during the first quarter of 2017. We started 2017 with debt, net of cash resources of $53 million.

We took in cash of about $11 million during the quarter and that includes an additional $5 million from freed up capital following the divestitures of the retail and capital markets division of Dundee Securities. Another $3 million came from our investments, including a repayment of $2.5 million against the original $17.5 million subordinated loans that we previously issued on the divestiture of the capital markets division to support the new venture, and $3 million came in from the sale of certain redundant capital assets.

We reinvested $3 million into our portfolio this quarter and we funded operations of our subsidiaries with another $1.5 million. We spent $14 million at the head office level, including interest and dividends up $4 million and taxes of another $4 million which we expect will be refunded sometime during the third quarter of this year.

We ended the quarter with debt, net of cash resources of about $59 million. Since the end of the quarter we generated an additional $10 million of proceeds from the sale of certain investments and as we speak this morning our debt has been reduced to about $49 million.

As we're reporting to you this morning, the Corporation has cash accessibility and bank debt availability of $26 million and a portfolio of publicly traded securities with a total value of over $300 million. This concludes our financial review and I will now turn the call back to David Goodman.

David?

Thank you, Lucie. In closing, we’ve begun 2017 on a positive note.

Improvement in earnings and financial performance combined with the strong results from our subsidiaries gives us reasons to feel optimistic about our prospects going forward. As the year progresses we remain focused on advancing key value enhancers for the Corporation, including supporting efforts to ensure a prompt closing of the Delonex transaction with UHIC, managing any additional financing requirements to help derisk the Parq Casino project as it approaches completion and the opening of operation this fall, helping to manage the ongoing repositioning of Blue Goose with the focus of ensuring the benefit and optionality provided by the Tender Choice acquisition are fully utilized, continuing to manage our cash and liquidity needs to ensure we can support our subsidiaries in various growth initiatives, seeking opportunities for a platform acquisition to accelerate the implementation of our wealth management strategy and drive growth in a business that we believe can generate meaningful cash flow for the corporation and we will work to continuously optimize our portfolio investment.

To achieve these goals, our actions will be guided by disciplined capital allocation, portfolio oversight and optimization and cash and liquidity management. These things may sound repetitive as they've been part of our narrative for nearly a year now.

That said, they remain the guiding principles of our business and they are beginning to manifest themselves in improved results. With that, let me close by once again thanking our shareholders for their continued support.

Operator, we'd be happy to take some questions.

Recognizing it's early but starting with the UHIC agreement here. What visibility do you guys have in terms of timing to, start with for the first payment and government discussions?

And then second part of that would be, the possible royalties and the payment for first oil and how you guys are looking at that?

Wow, good question. We don't have an answer on timing.

We believe and we're going to work hard to get this done just as soon as possible. And we're certainly targeting to have it done before the end of the year but it's very difficult for us to say what the time will be, and the payments are paid on closing which requires government approval.

And so we don't have a good answer as to when that’s going to be, other than we are going to work the hardest, to do it as quickly as possible. In terms of first oil and when that will happen, so much of that depends on below the ground risk which we can’t really pass [ph] at this point in time until the work program is commenced and they see some results of where to go first.

So is it fair to say at this point that you haven't assumed anything in your cash budgeting or anything it'll be kind of a wait and see for most of us at this point?

That’s fair, Mark. We have not budgeted the cash from the United Hydrocarbons transaction into our forecast for 2017 in an attempt to be conservative.

And so much of the timing depends on when we start. So we have a partner that’s ready to go, but the transaction has not yet closed.

So we will obviously provide more information as more is known.

And then just last comment – or last question, just to be precise, this is all of the United Hydrocarbon assets are included in this, correct, in the sale?

That’s correct.

And then my next question would be on liquidity and just looking ahead, are there any more significant cash requirements other than it sounds like some requirements for the casino, is there anything else in the pipeline that you guys feel like needs to be -- will need to be funded?

There is nothing in our budgets right now that needs to be funded. Obviously we continue to develop each of our business lines, we're looking at a potential strategic acquisitions that could necessitate cash and as those come up we'll deal with those in a prudent way.

So there's nothing in our budgets right now that have a call on our cash.

Assuming everything goes according to timetable on the Parq Casino, after the refinancing is accomplished, what kind of free cash flow generation in a kind of base case range are we looking for?

I can just sort of run through some preliminary mathematics on it, if you like. We're saying that it could do between $75 million and $100 million of EBITDA.

The interest to date we have about $550 million Canadian or it’s $450 million US, it converts to about $550 million Canadian at an average interest rate of 12% to 13%. So if you assume the interest is around 60 million or 65 million, if we can lower the debt on it through a loan in the 5% to 8% range, that would significantly lower the interest payment, from $65 million you could probably lower into 45 or 35 depending on how it's refinanced, in which case the free cash flow is significantly enhanced through either 40 or higher.

There's also the opportunity that we have to look at it some point which would be the potential to do a deal just on the hotels where we have 515 hotel rooms. And that could create a refinancing opportunity for us given the high valuation at hotels garnered in the Vancouver area.

And if after the smoke clears the free cash flow is 35 million to 40 million, we have dibs on a close to 40% of that.

As it currently stands, yes.

That would be nice.

That’s the strategy behind the investment; we would like to get this investment obviously through the construction phase -- we still have -- there's still construction risk until it's open but then after it is open our risks shift to operational risk and financing risk. And we are looking forward to managing through both of those.

You’re comfortable, the people that are going to actually manage the casino and hotels, you've got the right groups in place for that.

We do have some terrific people that have excellent operating experience, they're currently operating on the Edgewater casino and we are very confident in their abilities and we continue to work with them and monitor the progress to make sure that project will operate at the optimum level.

Our imputed ownership in the marijuana company, by virtue of our ownership in Union Group, what is our imputed ownership of that?

So Brett, Union Group owns about 36% of ICC and we own 40% of Union Group.

Okay, I'll do the arithmetic on that. I'm going to drop back in queue but I may come back but thank you for answering my question so far.

Hi, good morning. Thank you for taking my questions.

On UHIC, your prior disclosures had said the production sharing contract was expiring in May; this quarter the financials say June. Should we read anything into that such as you might have received an extension by the Chadian government so you could continue discussions?

That's a very good question, Jayme and the contract actually expires in June, the application date is May but the actual expiry date is June.

And does the deal with Delonex who seems to be a strong financial partner -- does that increase the chances of a renewal of the PSC versus UHIC as a standalone or does it actually complicate the renewal because there's a new party involved?

We think our association with Delonex reduces risk across the board for United.

And you think that the government views the same way.

We do. But as I said earlier, that’s the risk and we have to continue to manage through that.

We think we have an excellent value proposition, we have a committed partner, we’re ready to go and ready to spend and develop these assets. So we think our commitment in the path, our adherence to the license, the spending that we’ve done, Delonex’s experience, access to capital and affiliations, I think put us in a much stronger position to continue this dialogue with the government but we will have to wait and see.

And I take it in countries like Chad, it's not necessarily a perfunctory type of thing to get a renewal of the production sharing contract. Would that be an accurate statement?

You're assuming I know what the word perfunctory means, but I think that when you're dealing in these countries, there are certain difficulties and challenges but they also represent some great opportunities. Our experiences in other jurisdictions as we've developed mines in Bulgaria and assets in other complicated jurisdictions has been generally positive.

Delonex has an even greater experience especially in Africa and so it’s not our impression that we're going through anything that is significantly different than what other companies go through. But we're doing our best, we're living up to our commitments and we are having conversations that we are cautiously optimistic lead to a positive outcome.

Moving on to a different topic. Would you like to have extended the revolver for longer than one year and if so why do you think the banks -- the banks -- the banks are balking at doing that since the facility’s capacity appears to fluctuate directly with your very large investment portfolio?

Seems like they're well secured, so I'm surprised that yours is the longest.

Jayme, to be honest with you we asked for a year. And that has been -- the relationship with the bank that we're using has traditionally been a year with annual renewal.

So we're comfortable in that relationship and the ability to renew continuously thereafter.

All right and then one more small one for me. If some of these real estate brokerage is basically breaking even in this housing market in the past couple of years, what do you think happens to that business if there's a downturn in Canada?

I am going to ask Richard McIntyre, that business falls under his management.

Hi Jayme, we see Sotheby’s being a strategically important asset for us because obviously it gives us access into a segment of clients that we want to work with more closely particularly on the wealth management side. What tends to happen in that businesses that the actual payout to the agents and brokers are pretty high.

So the margins there aren't great, so even if it does go down in a lot of marketplace, we don’t see that being such a big factor and we do have fairly significant growth plans for Sotheby’s where we’d actually have a greater penetration of the marketplace. So again we see it being a very strategically important asset, a great brand, access to the right clients for our wealth management business, we see a really close connection between those businesses.

So I don't see it being a huge cash generator, we might in the next few years see that increase but certainly we see it more as a strategic asset right now and one that’s generating a lot of free cash.

Thanks for taking a follow-up. This question just has to do with an overall philosophy of hanging on to all of the different investments in businesses you have, which you think may have potential for the future versus being even more aggressive in reducing the short term cash burn.

An example of that is your position in Android. Looks like a great business and -- but you know, you read that they’re embarking on an ambitious capital expenditure program which may mean they're not profitable or throwing off free cash for another couple of years, that might be a good thing to own and have the patience to hold onto, if your other businesses were throwing off cash.

So could you just give me a sense of how you think about that kind of trade-off?

We are trying to narrow our focus on the investments – the larger ones and the ones that we think have the greatest opportunity to be converted into cash flow in the investment. Our plan for the future is that companies that we own will return capital to us as owners.

And that’s our fundamental philosophy of when we are supplying capital to a business, it is with the intention that it will return that capital with a profit, we’d like to say, within 24 months. The investment in Android is not currently asking us for more capital.

And so that is in my opinion the first step in the right direction. The next step will be we look for management of that business to grow its company, solidify its balance sheet, and develop its opportunities for the future.

It is a private investment, does not have a ready liquidity to be able to deal with it, it’s subject to a shareholders agreement with the other shareholders. And so – and we very much like the management team and believe they have good prospects.

You can expect from us in the future a very sharp pencil when it comes to reducing the overhead at this company. It's a strategic priority, it is something that we believe we have some control over and we hope to report back to you with our plans in that regard so that we can operate Dundee Corporation on a lower SG&A and lower burn rate in the future; that is a very important criteria for us.

Well, can you share with us what is your target by year end in terms of your SG&A?

No, I cannot share that with you at this stage. I can tell you that it’s a strategic priority, I can tell you that we are working hard on doing the right things in this company.

But that’s all the detail I can give you on that.

And do you still own the close to 8 million shares of Saeco [ph] mining?

Brett, it’s our holdings and the ones that we’ve disclosed are in our MD&A, so I can refer you to that. End of Q&A

Thanks again to everyone for joining today’s call. We look forward to updating you again in August or even sooner at our annual meeting.

In August we will be reporting our second quarter results. Thank you.