FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1
Name and Address of Company
Dundee Corporation (the “Corporation”)
1 Adelaide Street East
28th Floor
Toronto, Ontario
M5C 2V9
Item 2
Date of Material Change
June 21, 2007
Item 3
News Release
A news release was issued at Toronto, Ontario on June 21, 2007 and transmitted by Marketwire. A copy of the news release is attached as Schedule “A”.
Item 4
Summary of Material Change
On June 21, 2007, Dundee Corporation announced that at a meeting of shareholders held on June 20, 2007 shareholders approved a subdivision of each of the class A subordinate voting shares and class B common shares on a three-for-one basis.
Item 5
Full Description of Material Change
Holders of class A subordinate voting shares (“Subordinate Voting Shares”) and class B common shares (“Common Shares”) of the Corporation approved a subdivision of each of the Subordinate Voting Shares and Common Shares on a three-for-one basis at the annual and special meeting held on June 20, 2007. Articles of amendment were filed on June 21, 2007 and the subdivisions will become effective as of the close of business on July 6, 2007.
The Subordinate Voting Shares are listed on the Toronto Stock Exchange (“TSX”). It is expected that the Subordinate Voting Shares will commence trading on the TSX on a post-split basis on July 4, 2007.
Holders of the subdivided shares of record as of the close of business on July 6, 2007 will receive two additional shares of the same class for each share held. It is expected that share certificates representing the additional shares to be issued pursuant to the subdivision will be mailed by the Corporation’s transfer agent and registrar on or about July 11, 2007. It is important that registered shareholders retain both their existing share certificates and the new share certificates that will be mailed as these certificates together will represent their Dundee Corporation holdings.
Assuming that no Subordinate Voting Shares or Common Shares are issued following the date hereof and prior to the subdivisions, the subdivisions will increase the number of Subordinate Voting Shares outstanding from 24,067,586 to 72,202,758 and the number of Common Shares outstanding from 1,040,303 to 3,120,909.
Item 6
Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7
Omitted Information
Not applicable.
Item 8
Executive Officer
For further information, please contact Joanne Ferstman, Executive Vice President and Chief Financial Officer at (416) 365-5010.
Item 9
Date of Report
June 21, 2007
Schedule “A”
Press Release
Dundee Corporation Announces Approval of
Three-For-One Stock Split
Toronto, June 21, 2007 – Dundee Corporation (TSX: DC.A) announced today that the holders of class A subordinate voting shares (“Subordinate Voting Shares”) and class B common shares (“Common Shares”) of the Corporation approved a subdivision of each of the Subordinate Voting Shares and Common Shares on a three-for-one basis at the annual and special meeting held on June 20, 2007. Articles of amendment were filed today and the subdivisions will become effective as of the close of business on July 6, 2007.
The Subordinate Voting Shares are listed on the Toronto Stock Exchange (“TSX”). It is expected that the Subordinate Voting Shares will commence trading on the TSX on a post-split basis on July 4, 2007.
Holders of the subdivided shares of record as of the close of business on July 6, 2007 will receive two additional shares of the same class for each share held. It is expected that share certificates representing the additional shares to be issued pursuant to the subdivision will be mailed by the Corporation’s transfer agent and registrar on or about July 11, 2007. It is important that registered shareholders retain both their existing share certificates and the new share certificates that will be mailed as these certificates together will represent their Dundee Corporation holdings.
Assuming that no Subordinate Voting Shares or Common Shares are issued following the date hereof and prior to the subdivisions, the subdivisions will increase the number of Subordinate Voting Shares outstanding from 24,067,586 to 72,202,758 and the number of Common Shares outstanding from 1,040,303 to 3,120,909.
Dundee Corporation is primarily a holding company dedicated to wealth management, real estate and resources. Its domestic financial service activities are carried out through its 58% controlled subsidiary, DundeeWealth Inc. (formerly Dundee Wealth Management Inc.), a company with $63.9 billion in assets under management and administration. Dundee Corporation’s real estate activities are conducted through its approximate 78% owned subsidiary, Dundee Realty Corporation which operates a land and housing business in Canada and the United States. Resource activities are carried out through its wholly owned subsidiary, Dundee Resources Limited.
FOR FURTHER INFORMATION PLEASE CONTACT:
Dundee Corporation
Dundee Corporation
Ned Goodman
Joanne Ferstman
President and Chief Executive Officer
Executive Vice President and
(416) 365-5665
Chief Financial Officer
(416) 365-5010