Thank you, Operator. Good morning everyone.

And welcome to Dundee Corporation’s 2020 second 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 June 30, 2020, 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 Jonathan Goodman, Dundee’s Chairman and Chief Executive Officer; and Robert Sellars, Executive Vice President and Chief Financial Officer. And now, I would like to turn the call over to Jonathan Goodman.

Jonathan?

Thank you, John, and thanks to everyone for joining the call this morning. Let me start today’s call by providing a brief update as it relates to COVID-19.

We continue to operate under our business continuity plan that was implemented in the middle of March shortly after we went into lockdown. Since that point in time we have managed to maintain a steady state of productivity, allowing our operations to continue unimpeded.

This is a testament to the dedication and hard work of all of our employees. Their safety and wellbeing remain our top priority and to that end all head office employees continue working from home and we will continue doing so for the foreseeable future.

Once again on behalf of senior management and the Board of Directors, I would like to extent a sincere thank you to all of our employees. Now, I would like to turn to today’s presentation.

So the second quarter of this year marked a strategic inflection point for our business. Much was accomplished at the head office level to position our business for long-term success.

Most notably is the sale of our most -- of most of our interest in Dundee Precious Metals and subsequent to the quarter end we announced the substantial issuer bid for a Series 2 Preference Share. We see this is a prudent move to further streamline our capital structure and lower our G&A run rate.

More importantly though, with the -- we are beginning to see our strategy of focusing on the junior mining sector beginning take hold. The steps we took a little over two years ago to reposition our business are bearing -- are beginning to bear fruit and we see genuine momentum across our business, which is driven both by initiatives we undertook in the global metals rally, which we believe is still in its early stages.

The performance within our various investment portfolios has been strong. Our ability to conduct due diligence to guide our investment decisions had provided us opportunities to invest in companies with exposure to both gold and base metals, and our deal flow for Dundee Goodman Merchant Partners has been strong, which I will discuss in greater detail in a moment.

As many of you already know, early in the second quarter, we announced our decision to monetize a large portion of our interest in DPM. This led to the corporation realizing immediately cash proceeds of nearly $152 million and with a full exercise of the $8 warrants, which are very much in the money now, we can expect to generate future cash proceeds of close to $96 million.

In total, the sale of our DPM position has the potential to generate nearly $247 million in cash proceeds for Dundee Corporation. A decision to monetize this position has further supported the rewriting of DPM shares and the ongoing diversification of its shareholder base.

In terms, DPM has continued to perform extremely well, posting record operating and financial results recently in the second quarter. Should all the warrants be exercised, we will own less than 1% of DBPM going forward.

More importantly, the sale of our DPM Holdings achieved three important things. First, it provided significant cash resources for us to underpin our strategy going forward.

Second, it provides us with a playbook and how to drive future value generation within our investments in the mining portfolio. And third, it gives us additional cash to support our balance sheet, restructuring and capital structure.

Now I’d like to turn to the Series 2 Preferred Shares. Subsequent to the end of the quarter on July 22nd, we announced a substantial issuer bid to spend up to $44 million to buy back some of the outstanding Series 2 Preferred Shares at a discount to face value.

This offer is being made as part of a process called the modified Dutch auction, which will set a price range of not less than $16 and not more than $18.50. When the offer expires on August 27th, we will determine the lowest purchase price based on all of our tenders that will allow us to purchase the maximum number of shares of Series 2 Preferred Shares tender.

Shareholders attended will be eligible to receive a portion of the cash dividend for the sec -- for the quarter ended September 30, 2020. Retiring a large portion of the outstanding Series 2 Preferred Shares makes sense on a number of levels.

First, this series pays a higher coupon than the Series 3 Preferred Shares, making this a more prudent use of our capital. It also helps us with our continued efforts to lower expenses at the corporate head office by reducing our operational run rate.

And finally, it is another important step in our efforts to streamline our capital structure. I’d like to now to turn to a review of junior mining strategy.

I am pleased to report that we are seeing strong performance across our junior mining portfolio. This is due in large part to our efforts to rationalize and reorganize our investment approach to the sector.

For many years, Dundee has had one of the leading platforms for flow through financing in Canada through its CMP funds. This platform is continuing to perform well and expected will maintain its market leading position through this bull market.

To enhance our new investment capabilities in the junior mining sector, we have introduced two new platforms. One is what I would refer to is a venture capital funding fund designed to invest in early stage opportunities in the sector.

The other is a private equity stuff fund, where over time we will look to invest larger funds across the mining sector. Both platforms will benefit from the support of our technical team that is capable of conducting deep dive due diligence to ensure we thoroughly vet all investment opportunities.

Both of these platforms have performed well to-date and as they grow their AUM, we will look to diversify their portfolios and we will also seek opportunities to attract third-party capital, allowing us to invest larger amounts, while we also expand our fee generating capabilities. Our ability to invest in this sector supported by Dundee Goodman Merchant Partners.

This group provides advisory services and financing support for junior mining companies and they have been very active in this bull market. During the second quarter, the group was involved in six mandates and that momentum has carried over into the third quarter as well.

In the coming months, we expect to provide more information about our plans for the junior mining strategies. Suffice to say, in the meantime, we are well-positioned to continue benefiting from the early-stage bull market in metal.

Now let me conclude my opening remarks, an update on our capital structure. In recent months, we undertook two important steps to streamline our capital structure.

Notably, the monetization of the majority of our Dundee Precious Metals position and a substantial issuer bid for the Series 2 Preference Shares. Combine these steps will result in a significantly improved cash position and a lower cost of capital, and reduce expense profile for Dundee.

We ended the quarter with nearly $140 million in cash at head office. And as noted earlier, we have the potential to generate nearly $96 million of additional if the warrants related to the DPM transaction are exercised.

So, clearly, even upon the conclusion of the modified Dutch auction, we will still be in a very strong financial position to consider strategic decisions related to our growth strategy and our capital structure. This optionality has the potential to be further enhanced if we are able to monetize some of our legacy holdings in our portfolio such as Blue Goose and TauRx.

Where we sit today is a much different position than when I rejoined Dundee in early 2018. And as I noted earlier, we believe we have reached an inflection point for our business.

The heavy lifting our team has done over the last two and a half years is beginning to pay off and we believe we are well-positioned to keep moving Dundee forward. Now, I’d like to turn the call over to Bob Sellars for a review of our financial performance.

Bob?

Thanks Jonathan. The market value and publicly-traded securities declined from $176 million at the end of March 2020 to $141 million at June 30th, which was reflecting market appreciation offset by the sale of 23.9 million shares of DPM at $6.35.

As of August 13th, the value is approximately $188 million, with DPM accounting for $104 million of the total. Shares of DPM rose from $4.44 at March 31st to $8.94 at June 30th.

U -- our subsidiary UHIC reported a $17 million loss in the quarter on the carrying value of its royalty and contingent consideration. We continue to monitor the effect of the global oil markets on future carrying value, as well as the ongoing changes in operations at Delonex.

The COVID effect on Parq was March 17th. The B.C.

Lottery Commission suspended all casino operations. We have just clearly had a large impact on Parq Vancouver.

However, hotel activities are beginning to ramp up again. Previously during the pandemic, Android had plant closures in Europe, China, United States, Canada, Mexico and Brazil.

Most of the plants are back up and operation except for Brazil. As Jonathan mentioned, Dundee corporate employees continue to work-from-home with little disruption to operations and we expect that to continue for the foreseeable future.

A few comments on the second quarter results, the second quarter pre-tax gain was $53 million, compared to a pre-tax loss of $4 million in 2019. The loss from the UHIC property and those numbers was $70 million, compared to the $3 million gain in 2019.

The corporation’s carrying value of the royalty, contingent consideration, cash and fee growth was now approximately $38 million. We continue to monitor developments in the global oil markets, the price of the Brent crude and developments at Delonex project operator determining the ongoing value.

As mentioned in Q1, we have written our investment in Parq to know, resulting in an $11 million charge -- million charge in the first quarter. We continue to actively monitor developments in that business.

Investment gain or portfolio valuation increased by $93 million in the quarter, primarily from DPM, which was a net $83 million of the increase, with the remainder of the portfolio being a net $10 million. As previously mentioned, DPM was sold on May 7th as a unit for $6.35 per share.

That included the half warrants for gross proceeds of $152 million or net proceeds of $147 million. Blue Goose Capital, we have losses with $3.3 million in the quarter, compared to $3.8 million a year ago.

The other subsidiaries GCIC, Dundee Sustainable, AgriMarine and Dundee 360, combined for a $2 million loss, compared to approximately a $3 million loss in Q1 2020 and $5 million [ph] loss in the prior year. Our Equity accounted losses were $4.7 million in Q2, compared to $2.8 million in the prior year.

It was driven primarily by a $2.8 million Dundee Sarea, which is a holding company for holding of Redecam in Italy and a $1.1 million equity loss pickup from Android, some of it by the effect of the U.S. dollar weakening.

Q2 consolidated G&A was $7 million, compared to $9 million last year, we did have an increase in stock-based compensation and insurance cost. Year-to-date, G&A consolidated is $13.8 million, compared to $19.4 million last year.

So we continue to reduce our run rate. Corporate head office G&A was $4 million, compared to prior year $5 million and the prior quarter $4 million.

We continue to reduce our corporate run rate and expect to be in a normalized range of $12 million to $14 million subsequent to downside net loss. We continue to monitor liquidity but the sale of DPM units has provided $147 million of net proceeds with the potential of another $96 million on the full exercise number one.

We have had no further developments with the CRA and continue to have a $12 million amount on deposit regarding the reassessment of the 2014 tax years. This amount is separately disclosed on the balance sheet.

As Jonathan noted earlier, we have taken important steps in the recent months to optimize our capital structure, lower expenses and improve our cash position. The result is greater financial flexibility has continued to advance our growth strategy.

This concludes our view of the financials for the quarter and I will now turn the call back to Jonathan. Jonathan?

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

As noted earlier, we expect our business continuity plans to remain in place for the foreseeable future, employee health and safety remains our top priority, as we continue to manage though this global pandemic. The sale of our position in DPM has been a great success and we stand to benefit even further, should the full warrant exercise occur.

These warrants are currently in the money and if exercised fully could generate $96 million additional for Dundee. The substantial issuer bid modified Dutch auction for the Series 2 Preferred Share will conclude in approximately two weeks and we see close the process shortly afterwards, including another important step in the streamlining of our capital structure.

We are continuing to advance discussions with interested parties regarding Blue Goose and TauRx in spite of COVID-19 parties remaining very interested in these assets and will continue our efforts to monetize our position in these non-core holdings. The efforts we have made in the last few months towards the streamlining of our capital structure have been immense.

Most notably, our cash position has improved dramatically providing stability during the uncertainty brought on by the global pandemic. Most importantly, this improved financial position has allowed us to accelerate our efforts around our junior mining strategy.

We have been able to deploy capital in a prudent manner through our various funds and our Merchant Capital Group has been very active in the deal flow generating advisor fees and strengthening their business model. As we look ahead into what we believe is still the early innings of a bull market for gold and other metals, we believe Dundee has turned a corner and we are shifting from defense to offense, and are excited and encouraged by what we see on the horizon for our business.

There’s been exciting momentum across our business today and while much more work needs to be done to complete the optimization of our capital structure and continue our cost reduction measures, myself, the management team and our Board of Directors are aligned when we say we see better days ahead for Dundee Corporation. And now, I’d be happy to open it up for questions.

Operator?

Good morning, gentlemen. Thanks for the opportunity as always to ask questions.

Jonathan, how much capital do you have in mind that you are going to allocate to execute on your strategy in the junior miners and how much have you already allocated to the private equity and Venture Capital vehicle that you have already set up?

Well. The perfect answer is, I don’t have that exact number, we are still trying to figure it out and it’s also subject to monetizing some of the other things So we are trying to monetize.

So it’s not like we are going to fully fund the merchant bank day one. I think, when you want to talk on the private equity style deal.

I think we have done three or four deals. None of them very large, we are keeping them smaller at the time.

So I think I am trying to think at the top of my head it’s certainly -- it’s less than $20 million I think. On the Venture Fund, we originally put $6 million investment in some junior securities.

That’s $6 million expanded -- grew by market appreciation to $9 million. At that point, we realized that the strategy is starting to work, so we put -- we actually created an internal fund.

It’s called the New Venture Equity Fund and we put another $6 million in that, which brought us to $15 million and I think today the market value of that portfolio is about $25 million. It’s done very well.

And that was kind of recognizing that there was a gap between the private equity side and end of June [ph] where we saw really interesting stories. But we didn’t feel that they were bad enough where you could take a very low risk bulky position like you weren’t ready to own between 10% and 19.9% of them.

But they were companies with good management teams, good business plans, well thought out strategies and trading at very attractive prices on a risk reward basis, but they were still very risky. So that fund will invest smaller positions across very interesting stories and it’s done very well.

Okay. Thank you for that color.

In terms of returning money to shareholders, I mean, one vehicle you -- the Board could consider is a -- as a tender and I hope the Board when they consider, they opt for a tender as opposed to a special dividend, because special dividend tax wise would be not good for us, and unfortunately, some of my shareholders have losses in Dundee. So is a tender on the table?

Well, I would tell you that, there’s nothing that’s off the table. But I think, as we continue to monetize the historical investments and as we continue to see the opportunities, we certainly do understand what shareholders are asking for.

We understand the fact that we put out 41 million shares last year to people that really didn’t want to own shares. But -- and we will consider everything as further moneys come in.

Right. Right.

If you do do a tender, would insiders and the Goodman family members be precluded from participating, so that other shareholders would have a greater ability to participate?

Well, I can tell you honestly the only person I speak for that would be myself, and I would certainly not tender into a tender. I think usually these things are do have it so that insiders don’t participate and I think to the extent that, certainly, my father’s assets, which are controllable, I think, they would also be precluded from tendering.

Okay.

I can’t speak about family.

No. I know you have to kind of let the smoke clear on the Series 2 initiative.

But if it’s a tender or some other way to return money to shareholders, do you think we will hear from the Board, let’s say, by the end of this calendar year?

Well, as I said, it really depends on some of the monetization efforts and the $96 million is going to come in. So I think we are going to see how all that works out, and as I said, nothing is off the table.

Okay. And one last one and then I will drop back into queue.

So the GlassLock Process of Dundee Sustaining…

Sustainable.

…technology -- Sustainable Technologies, the engineers at your potential customers that would vet and kick the tires on the process, has the company -- has Dundee Sustainable already educated them so that they will not be a big time lag between them looking at the process and then recommending to their management that the process works and that the potential customer should use the process?

Well, I would say that, Dundee Sustainable has actually pilot plant. When I say, pilot plant, it was a pretty decent site pilot planted the process and successfully implementing the technology.

And yes, they have done a lot of educating of engineers on different companies. And what I had to be recognized is just for people to know the GlassLock Process is an arsenic vitrification process that was developed by Dundee Sustainable Technologies, which is something that we own 82% of and it’s a better and more environmentally superior way of dealing with mining assets that have -- that are high in arsenic content and that process has been actually implemented and pilot planted and now they are working toward doing a feasibility study with that group and hopefully it gets implemented.

But what has to be recognized in the mining industry is very slow to take on new technologies, so they are doing a lot of good work on educating. This is a tremendous process in that the alternative would -- to that would be to use an autoclave, which is a pressure cooker vehicle that produces an inferior product and their process involves roasting, which is lower cost and [inaudible] that better end product is at lower cost solution.

That’s all from me and I appreciate you are answering all the questions.

Okay. Thanks, again, to everyone for joining today’s call and have a wonderful day.

Thank you.