Thank you, operator. Good morning everyone, and welcome to Dundee Corporation’s 2019 fourth quarter and year-end 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 December 31, 2019, 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.

And please be reminded that all currency amounts discussed on today’s call are in Canadian dollars unless otherwise stated. Our presenters today are Jonathan Goodman, Dundee’s Chairman and Chief Executive Officer; and Robert Sellars, Executive Vice President and Chief Financial Officer.

And now, I’d like to turn the call over to Jonathan Goodman. Jonathan?

Thank you, John, and thanks everyone, for joining the call this morning. Before we get into the discussion of our results for the fourth quarter and 2019, I'd like to discuss COVID-19, and Dundee's response to the global pandemic.

During these uncertain times, our top priority is the health and well-being of our employees. To that end, we've implemented work at home procedures for all of our head office employees.

As part of our business continuity planning, we'd invest in the technology necessary to make this transition, and it has been seamless. We will continue to have our employees work from home for the foreseeable future, and we'll closely follow guidelines and recommendations from health authorities and various levels of government.

On behalf of senior management and the Board of Directors, I'd like to thank all of our employees for their continued focus and dedication during these challenging times. Now I'll start the presentation.

In 2019, our focus at Dundee Corporation was squarely on a dual track strategy, the continued streamlining and rationalizing of our investment portfolio and the strengthening of our capital structure. During 2019, we made significant progress on both fronts.

We continued with the sale of noncore businesses and assets that no longer fit within our longer-term strategic vision. In the process, we generate cash proceeds, and in some instances, we were able to crystallize value for very illiquid investments.

The major achievements for our capital structure was the conversion of the Series 5 preferred shares in May. This has also been a significant reduction of our annual interest payments and corresponding G&A run rate.

In 2020, these two focus areas will continue to be a priority. We still have work to do with the sale of noncore assets.

Most notably, we continue to engage in discussions with various parties, who expressed an interest in the remaining assets of Blue Goose, and all or a portion of our investment TauRx. These discussions are ongoing and we'll update the market in a timely manner as required.

From a capital structure perspective, we implemented the normal course issuer bid in 2019, for our Series 2 and Series 3 preferred shares. In aggregate, we invested CAD0.9 million in 2019 to buy and cancel 61,000 Series 2, and 3,800 Series 3 preferred shares.

In 2020, we will continue to opportunistically continue this program, while ensuring we maintain sufficient liquidity to sustain our business. Now, let me turn to a view of our portfolio investments.

As expected, we're beginning to see COVID-19 having impact on parts of our portfolio. At Parq Vancouver, casino operations seized in mid-March following a province wide ban on gaming, by the British Columbia government.

This ban along with reduced leisure and business travel, have seen a corresponding impact on the hotels, conference space, and restaurant at Parq Vancouver. Android Industries, the Michigan-based automotive manufacturing and solutions provider has had to shut down plants in North America and Europe.

This corresponds to the closing of operations by automakers on a worldwide basis. Dundee's Sarea's flagship investment is Redecam, a manufacturer of filters for use in industrial applications and settings.

This business is based in Northern Italy, and has had to shut down as the region is one of the centers of the pandemic in Europe. And finally, we've seen a significant impact on the overall value of our portfolio of publicly traded securities.

As of March 26, the value of the public traded securities portfolio is approximately CAD193 million, down from CAD226 million at the end of 2019. Clearly, market volatility is incredibly high currently, but we are encouraged by the rally we've seen this week.

And we are monitoring this portfolio closely to help mitigate the downside, and see if we can identify potential investment opportunities as well. Now, let me turn to the summary of Dundee Precious Metals, our largest portfolio holding.

2019 was a record year for DPM, gold production was 230,000 ounces, copper production was 37.2 million pounds. For 2020, we're expecting continued strong production in both the Chelopech and at Ada Tepe mines are in full production and generating significant free cash flow for DPM.

The Tsumeb smelter also improved throughput for the year, and had a very solid ramp up in Q4, from an unplanned shutdown in the prior quarter. All-in sustaining costs for gold production was CAD725 an ounce, one of the lowest in the industry, and a total of U.S.

$67.2 million of free cash flow was generated. Subsequent to yearend, DPM announced its inaugural dividend of $0.02 U.S.

per quarter, as DPMs largest shareholder we are supportive of this decision, and will stand to benefit significantly at the corporate level. And finally, DPM provided three year guidance for the first time in its history, which demonstrates the reliability and predictability inherent in their business now, and will be another step in the overall rerating process, the company has enjoyed over the last year.

I would now like to briefly discuss DPMs COVID-19 update. Two days ago, DPM provided the market with an update on COVID-19 preparedness.

Like us, their top priority is the safety and well-being of all the employees, as well as the contractors and suppliers to support their mining and smelting operations. DPM has comprehensive contingency plans in place, and is monitoring the situation on the ground very closely in Bulgaria and Namibia in Serbia.

To-date, all of DPMs operations have continued uninterrupted. There's been no impact on mining and smelting, and as part of this update, DPM reaffirmed our guidance for 2020.

UHIC, due to significant drop and volatility in oil prices, we've reduced the carrying value of UHIC. As part of this valuation review, we also began using a higher discount rate of 19.3%, to more accurately reflect the increased level of risk associated from lower oil prices.

Longer term, we remain bullish on the fundamentals for oil and the prospects for UHIC. With their first oil production not expected until the end of 2022 or 2023, we see a long horizon and plenty of time for oil prices to recover.

TauRx, in order to fund new studies and bolster its cash reserves, TauRx negotiated investment from an existing shareholder through the issuance of a new class of preference shares in the company. The investors subscribed for 500,000 shares class B preference, at an aggregate subscription amount of $100 million or $200 per share.

The new class of preferred shares does not have any liquidation preference, but they convey to the holder a call option to acquire commercialization rights for LTMX [sic, LMTX] which is the drug that TauRx produces over certain territories in Asia. The preferences shares are convertible to ordinary shares on a one-to-one basis upon the attainment of pre-specified regulatory and/or listing requirement objectives, alongside the injection of a further material amount of cash.

This investment is to be made over two tranches, the first tranche of CAD70 million has already closed. Now, I'd like to turn the call over to Bob Sellar for a review of our financial performance.

Bob?

Thanks, Jonathan. Before I get into my review, I would like to point out that from an accounting standpoint, we've been advised to treat COVID-19 as a non adjusting event.

This means that unless the effect causes the company to have a going concern issue, the proper disclosures to increase the description in the notes to the financial statements in the discussion in the MD&A. Along these lines, Dundee has done the following.

We have increased the disclosure for both the public and private investments that are being affected. We discussed Parq, Dundee Sarea, which is Redecam, Android in the portfolio of public securities.

With the oil price volatility, we increased the value of UHIC in the fourth quarter by $18 million, by increasing the discount rate in our model to 19.3%. We also increased the sensitivity analysis for our possible fluctuations, to a level of 30% to reflect how the royalty would be reduced by a further CAD31 million.

I would now like to move on to my summary. For the fourth quarter, we're reporting a pre-tax gain of CAD7.6 million, compared to a CAD43 million loss in Q4 '18.

The net loss for the quarter after discontinued operations was CAD2.6 million, compared to a loss of CAD49.5 million in 2018. During the quarter, there was CAD32.7 million net gain on investments, of which CAD40 million was a portfolio gain from Dundee Precious Metals, combined with other net losses and other investments.

The investment losses for the prior period were CAD16.3 million. We also had an CAD18 million loss in UHIC to revalue the royalty and other consideration, and we carry it at CAD145 million after the adjustments.

At Blue Goose, we incurred a loss of CAD534,000 in the quarter, compared to a Q4 loss last year of CAD1.3 million, and we also had fair value livestock change of gain of CAD3.8 million in Q4, compared to CAD2.9 million in Q4 of '18. GCICs loss was a small loss of $52,000 compared to CAD1.1 million gain last year, which was recognized in the gain on the sale of Dundee Securities.

Equity accounted gains were CAD426,000 compared to a CAD7.8 million loss in the prior year as we wrote off to Union Group. Consolidated G&A for the quarter was CAD7.7 million compared to CAD12.5 million in Q4, 2018, reflecting continued reductions in headcount and operating costs across most entities.

Now, let me provide a year-to-date summary of our results. Year-to-date we're reporting a pre-tax loss of CAD2.5 million, compared to CAD196 million loss in the prior year.

Year-to-date loss after discontinued operations and taxes was CAD20.7 million, compared to CAD209 million in 2018. Net gain on investments was CAD50 million, of which CAD71 million was DPM related, then we had other losses, handful of other names that made up the difference.

Year-to-date loss on UHIC was CAD8 million compared to CAD22 million loss in the prior year. We did gain early in the year on the Series 5 conversion of CAD9.1 million.

On Blue Goose, we incurred a loss for the year of CAD17.8 million, but that was including a CAD10 million impairment, and that's compared to a CAD20 million loss from prior year with a CAD5 million impairment. So, we continued to downsize Blue Goose.

The year-to-date fair value increase in livestock was CAD5.9 million, compared to CAD4.2 million last year. At GCIC, the year-to-date loss was CAD900,000 compared to a loss of CAD2.8 million last year, which was the result of winding down the private client division.

Year-to-date, equity losses were CAD641,000 compared to CAD65 million in the prior year which were primarily related to Parq. Consolidated G&A of CAD35.6 million in the year is down significantly from CAD55.7 million in the same period of '18.

Let me now move to a review of the investment portfolio which was valued at CAD306 million at yearend compared to CAD270 million in 2018. We had proceeds of disposition of CAD16 million in the quarter and CAD38 million year-to-date.

As Jonathan had mentioned, we sold the significant securities and some of them were pretty illiquid. Dundee's marketable security portfolio at Q4, at the end of the year was CAD226 million and DPM accounted for CAD199 million of it.

And as Jonathan mentioned, as of yesterday, the portfolio was CAD193 million and DPM was CAD175 million. I'd like to make a few comments on liquidity which we continue to monitor closely.

At the end of the fourth quarter, we had approximately CAD18 million corporate cash on hand. We continue to work at increasing our overall liquidity by reducing costs and disposing of noncore assets.

As disclosed last quarter, we paid CRA reassessment for 2014 of CAD12 million, and we have filed our notice of appeal. We continue to work at increasing our overall liquidity by reducing costs and disposing noncore assets, which I said.

Our annual dividends for 2019 including the first part of the year having Series 5, and CAD0.9 million with additional dividend tax of CAD3.6 million. Dividends in 2020 are projected to be approximately CAD7 million with the further CAD2.8 million in tax.

Head office expense was CAD23.8 million including costs on Series 5 conversion, and legal costs relating to Parq and continued severance amounts. This compares to head office expenses in 2018 of CAD33.9 million.

In Q4 of 2019, head office expense was CAD5 million compared to the prior year of CAD9.9 million. We continue to drive our expenses down, and we expect our normalized run rate to continue to decrease with the target of CAD12 million to CAD14 million in 2014 [sic, 2019] subject to ongoing downsizing cost.

As I disclosed previously, we have tax discussions with CRA. We had disclosed in the contingency note that CAD12 million paid to CRA in October.

However, eventual tax amounts could be different and may affect our cash flow. This concludes our financial review for the quarter, and I will now turn the call back to Jonathan.

Thank you, Bob, for your thorough and comprehensive update. Before we take questions, I'd like to conclude with a brief overview.

As noted at the outset, we are managing through the uncertainty caused by COVID-19. Our top priority is employee health, safety and well-being.

To that end, all of our employees are working from home and will continue to work remotely for this foreseeable future. Our portfolio has proved resilient and hasn't been immune to the market volatility caused by COVID-19.

We are monitoring the portfolio more closely than ever with an eye towards mitigating downside, while identifying potentially attractive undervalued opportunities. The introduction of the DPM dividend is the welcome new source of cash flow for the corporation.

As DPMs largest shareholder we stand to benefit from the dividend, but we also think that this is positive for DPM, as a dividend opens up to investments on focused on more mature producing companies, which has further supported continued rerating in the market. As noted earlier, portfolio optimization remains a top priority for us.

Notably, we're continuing discussions with various parties who have expressed an interest in noncore holdings such as Blue Goose, and TauRx. We are able to be patient and we'll look to negotiate an acceptable price for both these assets.

We remain focused on the continued optimization of our capital structure. Our annual interest rate expense levels have been lowered, and our G&A run rate has been reduced, and we continue to remain disciplined in both of these areas, and want to take them down even further.

And finally, during these uncertain times, we are focused on cash preservation and liquidity. It's difficult to predict how long COVID-19 will impact business and capital markets.

As a result, we are presently managing our tax needs and keeping a close eye on expenses. We continue to work with investee companies to provide them with technical and management input, and in certain cases, could be in a position to provide them with needed liquidity.

However, our top priority is to manage through this crisis, and we have sufficient capital to support our business for the long-term. I would like to close, by once again thanking all of our employees.

COVID-19 has disposed fear and uncertainty on all our life. Through it all, our employees have embraced our business continuity plan, and maintained a high-level of commitment and dedication.

On behalf of Senior Management and our Board, I'd like to thank them again. And now I'm happy to turn it over for questions.

Thank you. Thank you guys for the overview.

Jonathan, can you help me understand the capital that TauRx raised CAD70 million. Why wasn't that shareholder -- why couldn't we have used that opportunity to provide that investor, a better cost of capital effectively, better access to Tau?

Was there any negotiations with that person with that entity? It seems like if they're investing in a preferred, and I don't recall all the details of the nature of the preferred, but with the CAD200 strike price, and you're carrying our Tau shares at CAD30, it seems like there would have been an opportunity to negotiate the monetization of our ownership likely above the carrying value CAD30, so can you comment on that.

And then also, any color to the probability of monetizing Tau this year, given existing Tau shareholders seem to be wanting more, putting a higher and higher value on Tau? And then, I guess lastly to that, little color as to why this event wouldn't have resulted in a markup of the Tau investment?

Okay. Well, I'm going to start with the last a little bit.

This is a complicated press that they issued. It's not just a preferred share convertible at CAD200 a share, it's also convertible into some marketing rights, who actually have the right to market to drug over or parts of Asia.

So, it's convertible to multi things, and we have not been privy to all of the marketing agreements and the negotiations between the company and this and that. We have not had any dialogue with the investor, with this investor per se.

And this investor is clearly, I would think that they're looking at it. They're very excited about the drug and I think it's all very good news, that this company has been able to do a very non-dilutive financing, and raise the money they need to finish their clinical trials.

Obviously, the results of the recent studies and trials are looking very promising, and we continue to be excited with what we see. But at the same token, it's very hard to look at this and say, what does this -- what would we mark it up to Jim?

I mean, the reality of it is, I don't think the financial statements are the same as a portfolio statement, where every asset has to get marked up every time. It's a private asset, it has no liquidity.

At some point there will be a liquidity event, and we're working hard to try and get one for ourselves this year. But, we prefer to make sure we get the disclosure out there.

And Bob, do you want to comment on the markup?

Yes. I mean, I guess we still think that there's significant uncertainty in that deal.

There's significant uncertainty on us getting our transaction across the line to warrant marking it up. And I think that that's what's the safe methodology to proceed.

Fair enough. Well, I guess, I was just wondering if you could triangulate different attributes of the deal that would be able to back into a fair value, but if you think not fine.

I guess my other question related to this is, is it public who the investor is?

I'm not certain that it is.

Okay. But you know who it is?

No, I don't know who it is specifically.

Okay. So it's an existing, we know it's an existing Tau investor.

Yes.

Okay. And then my second question, and then I'll turn it over to someone else.

Can you help us think through, some of the capital that's going out to help fund these investments. And how you're thinking about funding things?

I know, there was a very modest amount put into AgriMarine, but there's been money put into the Dundee Sarea acquisition of CAD2 million. How much?

I mean, it just doesn't seem. It just seems like the best use of capital right now would be either stock buybacks or preferred share buybacks.

And I think outside investors have been pretty clear in terms of our view that whether it's preferred or stock, there's an opportunity here to deliver shareholder value either way. And then I guess I'd just make a final comment, is very, very disappointing to me personally, as a large shareholder, that and I know this is reflective of other shareholders as well, that the run up in Dundee Precious Metals was not monetized more, as much as you like the investment, was not monetized more to provide more liquidity to the balance sheet.

And I guess, I would just say Jonathan, candidly, no one on the outside can really understand why there isn't been a more effective hedging strategy to monetize some of precious metals, particularly when it had a very nice run and there were multiple people asking for more monetization. It just seems like the company is -- I get like in the investment.

We love Dundee Precious Metals, we think it's -- we get it. We spoke to Hume last week, is expected to generate CAD125 million to CAD140 million of free cash flow for that, we get it.

But there's other things that have to be taken care of right now, mining the store. And I just think you're making mistake to not -- well, you clearly, in retrospect, made a mistake in my view, to not hedge the overall risk of the portfolio by monetizing some of precious metals.

And I know that view is held by others as well, but it just doesn't seem like it's having any effect on the company's thinking.

Well, I mean, I think first, I've to reiterate here that right now, I would tell you that we are in our view, at the beginning of what we would call, the perfect storm for gold investing. You have interest rates and this was even before the COVID hit.

Interest rates are low and they're even much lower. Now you have very, very, a lot of easing on monetary policy, and you have fiscal policy that's going to put a lot of money into the system.

If you look at what happened during the economic 2008 and 2009, when similar policies were put in place, albeit for different reasons. When the world came out of that, the impact on gold was if you go back to 2008 price of gold dropped to about CAD650 during the economic crisis.

But when they came out of that, and all of the effects of the monetary policy and all of the fiscal policy, and the stimulus that got us out of the economic crisis gold then rallied to CAD2,000 an ounce. And we believe that the prospects are very similar right now.

So I'm not going to tell you that, Dundee Precious is an investment that we're never going to sell or address. But we do believe that, obviously, you have to weigh the value of the Dundee Precious over the portfolio and the restructuring that we want to complete with the company.

And we believe that there's still a lot more in it, and that's the main thing. I mean, obviously, if it's more than paid for it then it's worth it.

Okay, fair enough. I accept your answer.

Any more comments in terms of using capital to put into other businesses, including, say Blue Goose, as opposed to just kind of like letting those things out to see and using the capital to buy back -- reduce liabilities or buy back stock.

Once again Jim, every business is different, and we have to actually look at it. In the case of Blue Goose, there is still a significant amount of land value that we believe has not been impaired long-term.

And Blue Goose, we think is a very significant asset. In some other cases, I think we might look at it very differently and say, no more capital.

We spend a huge amount of time in any capital allocation decision. I think you mentioned AgriMarine before, AgriMarine has a very detailed business plan that the capital was released on bunch of milestones.

Each one has to be hit to release the next tranche of capital. And the plan for AgriMarine is to become self-sustaining.

And we always believe --

Yes. Let me clarify on that.

I think the capital investment for AgriMarine was a good one. And what you were able to accomplish in terms of bringing their costs down was good.

So, I want to be clear about that. Actually, just one final question regarding going back to your discussion about gold.

Given that you guys -- part of it, this has been a pivot to being a more mining centric company, whether it's managing AUM in the gold sector, whether it's banking, whether it's other aspects of that industry. Are you given the rise in gold, is the Goodman operation regarding kind of mining -- is that -- can you give any color to that?

Are you raising AUM? Are you finding opportunities there?

Because there is more of an interest in gold, because of all the things you're talking about?

Well, we are looking at a lot of opportunities. What the investment thesis that we operate under is that, the junior mining industry is very much broken.

And that embedded in a lot of these junior companies, there's some very interesting assets, that haven't been managed properly by the companies that own them. So, we have built in the internal capabilities of being deep dives, very high-level technical due diligence.

No difference in it than a company would be able to -- mining company would do when making an investment or an acquisition. So we don't actually buy stocks on the open market.

If we like something we would sign a CA with that company and do some real work. And for the best, because you're really trying to find things that have values, that are multiples of what's there, and that's because the junior mining market is very dislocated.

Right now we're spending a lot of time, our strategy is to hurry up and wait. We're not allocating much money, but we are doing a lot of a lot of due diligence.

And if we find something that we can buy for CAD1, and we think it's worth CAD30, we're going to have a very tough conversation. But we're spending a lot of time, just getting caught up on the due diligence and making sure that we've looked at things properly.

But, we do think that that's going to play a role in the future.

Got it. Thank you.

I'm curious with respect to the preferred issues. The share price is now are below CAD9 a share, and I haven't seen any evidence in the last week or so, that the company has been buying in shares, the preferred shares via the issuer bid.

I'm curious, why not?

Well, right now, our view on the is before we step back into the market in anyway, even with any of our subsidiaries, or allocate any capital, we want to wait a little bit and see where this pandemic plays out. Because, if there's evidence that it's going to get significantly worse and last for much longer then we're going to want to sit on our cash and wait.

Once we finally get a bit of feeling that notwithstanding how bad it is that though, that we're getting control of it, I think you're more likely to see us take a bit more risk. But right now, we are holding our cash.

Okay. I understand that.

But I mean, when you wait as long as -- at a time when you think coronavirus crisis is over, the shares may be trading at CAD15 a share as opposed to CAD9?

Yes, but we also see some of these forecasts and say this is going to last eight or nine months and shut the whole world down. So, we just want to get a little more comfortable before we do it.

Okay. I understand.

I'm also kind of perplexed a little about the comment about the junior gold. I happen to think that that space is a very attractive space.

And I'm curious, why are you opposed to buying shares in companies that are already trading in the public markets, when some of those share prices have been trashed tremendously?

Because it's really -- I spent my whole career in the mining business. What you find is that, if ever you look at a junior gold mining company, and if I told you, you can take their presentation and believe everything they told you, you'd want to buy every stock.

And the reality of it is, most of them, like most, like 95% of them, when you start looking under the covers, it's not what it appears. And so, our conclusion is that the junior gold sector from a regular investor is uninvestable.

And that's why people for the most part, people can see the values because companies have CEOs to tell you what they are, but for the most part, until you've actually gone in there and pulled down their resource model and looked at how they've wire framed [ph] up the deposit, looked at their geology, how they've interpreted, does this make sense. Until you've actually gone through that process and gotten comfortable, that there really is a deposit here that makes sense, it's very hard to make a solid investment decision.

And if you look at the history of technical reports in the mining industry, they haven't just been a little wrong. They've been really wrong.

So our view is that the only way you can make an intelligent investment, is by actually signing a CA, and really getting to look and work with the information yourself. Because other than that, you're taking the information that's been interpreted by people with a bias.

Thank you very much.

Thank you very much. So, it has become apparent that you are leveraging the company's future and betting the company's future on the gold mining business and the price of gold.

And given that the price of gold is approaching the 2010 highs or 2011, '12 highs, and the price of Dundee Precious Metals has underperformed the price of gold. Is there a price of gold that you are targeting?

And at that price, would you consider selling your shares or holdings in Dundee Precious Metals?

Well, I mean, I don't actually have a target price for gold on a per se basis, but I think gold does. I think that we're still away from where I think it's going to get to.

But with regards to Dundee Precious Metals, I think really as they unfold their business plan, the coming quarter that's coming up is probably really the first quarter, where you're going to be able to see what the earnings and cash flow power of Dundee Precious is, with regards to all three of their assets are now have fit their business plan. And I think until the market sees that, and then puts that into the context, I think then we will probably get and Dundee Precious Metals will trade at a price that's much more sustainable.

I mean, they reaffirmed that their assets are all open and running. So they're going have a very clear, full quarter of production.

And that's kind of what we're -- one of the things we're hoping to see is as the market pulls closer than that. And this business plan has been ongoing for many years.

And while the fourth quarter was an excellent quarter, it still didn't have all of the pieces of the puzzle together. So, this is really coming up the first quarter, where their business plan will be able to show.

And I haven't seen any numbers or anything like that, so I'll be as excited to see them as anybody else. But I think that as an investment, you want to let the plan play out.

Well, I guess the question though, is, would you consider or have you considered selling all of your shares, or many of your share holdings in Dundee Precious Metal at some point in time?

Absolutely. I mean, there's nothing in our portfolio that I would say we wouldn't consider selling at some point in time.

Okay.

Okay. On behalf of the -- thank you, everyone, for joining today's call.

I wish everyone good health, and hopefully, we can all enjoy our conclusion. Thank you very much.