Dundee Sustainable Technologies to be Acquired by Dundee Corporation Subsidiary

THETFORD MINES, QUEBEC — April 2, 2026 — Leads & Copy —Dundee Sustainable Technologies Inc. (DST) and Dundee Corporation have announced a merger agreement. Under the agreement, 17799799 Canada Inc., a subsidiary of Dundee, will acquire all outstanding subordinate voting shares of DST not already owned by Dundee. The deal is valued at approximately $440,000.

The consideration will be $0.03 in cash per share, subject to shareholder approval and customary closing conditions. The announcement follows DST’s updates in 2025 regarding matured loans and convertible debentures totaling approximately $25.7 million. It is the result of discussions with Dundee to address DST’s financial situation, including $23.7 million in unpaid loans due to Dundee.

Jean-Philippe Mai, President and CEO and director of DST, speaking on behalf of the Special Committee, said the transaction provides a beneficial resolution, avoids a formal default, delivers some value to shareholders and supports long-term business stability. Jonathan Goodman, President and CEO of Dundee Corporation, stated that the transaction preserves the going concern and allows for streamlining of operations and capital structure. It also positions the business for a more sustainable future.

DPM Metals Inc., Inotel Inc. (the holding company of Dr. Jean-Marc Lalancette), and all members of senior management and directors of DST, holding approximately 7.2% of the subordinate voting shares, have entered into voting support agreements to vote in favor of the transaction. Shareholders holding approximately 31.3% of the subordinate voting shares eligible to vote in the “majority of the minority” vote have agreed to vote in favor of the transaction.

A special committee of independent directors was formed by the DST board in 2019 to pursue strategic alternatives to reduce debt, consider new financing opportunities, and review strategies. The board, having received the unanimous recommendation of the Special Committee and advice from its financial and legal advisors, determined that the Transaction is in the best interests of the Corporation and fair, from a financial point of view, to the shareholders (other than Dundee and its affiliates), and recommends that shareholders vote in favour of the Transaction at the special meeting of shareholders to be held to approve the Transaction.

The conclusions and recommendations of the Special Committee and the Board are based on a number of factors including that the Corporation is indebted in excess of $20 million to its creditors and requires additional capital to fund its ongoing operations. Dundee has advised the Corporation that it is not willing to extend the maturity of its loans and does not intend to provide further financial support to the Corporation as a publicly-traded company. The strategic alternative review process undertaken by the Special Committee since its creation in 2019, including the engagement of a financial advisor in 2022, did not yield any viable outcome.

Dundee holds 2,500,000 multiple voting shares and 49,526,218 subordinate voting shares, representing 83.6% of the votes attached to DST’s issued and outstanding share capital, and has indicated that the Transaction is the only transaction it will consider and support at this time. DNA Advisors Inc. advised the Special Committee that there is limited trading volume for the Subordinate Voting Shares on the Canadian Securities Exchange, and that as a result, shareholders would have limited ability to monetize their investment at the prevailing market prices. The Special Committee sought and received an independent fairness opinion from the Financial Advisor to the effect that, as of the date of the Merger Agreement, the Consideration to be received by shareholders (other than Dundee) under the Transaction is fair, from a financial point of view, to such shareholders.

The Transaction will be effected by way of an amalgamation under Section 181 of the Canada Business Corporations Act. Shareholders (other than Dundee, its affiliates and dissenting shareholders) will receive one redeemable preferred share of the new corporation resulting from the amalgamation and each redeemable share will be redeemed by Amalco for $0.03 in cash.

The Transaction constitutes a “business combination” within the meaning of MI 61-101. The Corporation is exempted from obtaining a formal valuation given that it is listed on the CSE, but is required to obtain the approval of the “majority of the minority” in accordance with MI 61-101 at the special meeting of shareholders to approve the Transaction.

The Merger Agreement contains a non-solicitation covenant. A termination fee of $25,000 would be payable by DST in certain circumstances, including a superior proposal supported by the Board. A reverse termination fee of $25,000 would be payable by the Purchaser if the Transaction is not completed in certain circumstances.

The Transaction is expected to close in the first half of 2026, pending shareholder approval and customary conditions. Following completion, DST will become a privately held company and intends to apply to cease being a reporting issuer and have its subordinate voting shares delisted from the CSE.

Additional information regarding the Transaction, rationale, fairness opinion, and voting instructions will be in a management information circular available on SEDAR+ at www.sedarplus.ca.

Dundee Sustainable Technologies develops and commercializes environment-friendly technologies for treating materials in the mining industry. It extracts precious and base metals from mineralized material, concentrates, and tailings, while stabilizing contaminants. Dundee Corporation is a public Canadian independent mining-focused holding company, listed on the Toronto Stock Exchange under the symbol “DC.A”.

Source: Dundee Corporation