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Roumell Asset Management submits letter to Board of Directors of Dundee Corporation

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Roumell Asset Management submits letter to Board of Directors of Dundee Corporation

PR Newswire

CHEVY CHASE, Md., Sept. 4, 2018 /PRNewswire/ -- Roumell Asset Management, LLC (www.roumellasset.com) owns roughly 3.6 million shares of Dundee Corporation. We would like to communicate our views regarding the First Preference Shares, Series 5 ("the Series 5 preferred shares") that come due in mid-2019.

Roumell Asset Management, LLC Logo (PRNewsfoto/Roumell Asset Management, LLC)

The Amended and restated Management Information Circular dated January 7, 2016 ("the Circular") makes clear that the Series 5 preferred shares can be settled in Dundee common stock, at the company's discretion. Preferred shareholders have no legal claim to anything more than the contractual rights enshrined in the Circular under which their preferred shares were issued.

Mandatory Conversion Rights: Subject to compliance with all applicable laws, including receipt of all necessary regulatory approvals, the Series 5 Preferred Shares are convertible, at the option of the Company, into the Subordinate Voting Shares at any time prior to June 30, 2019. The number of Subordinate Voting Shares into which each Series 5 Preferred Share may be so converted will be determined by dividing the then applicable redemption price per Series 5 Preferred Share, together with all accrued and unpaid dividends up to but excluding the date fixed for conversion, by the greater of: (i) $2.00; and (ii) 95% of the weighted average trading price of the Subordinate Voting Shares on the Toronto Stock Exchange (the "TSX") for the 20 consecutive trading days ending on the fourth day prior to the date specified for conversion or, if such fourth day is not a trading day, the immediately preceding trading day.

We believe the company should offer the current Series 5 preferred shareholders appropriately discounted (from par value), and extended, preferred shares.  Dundee's financial position has deteriorated significantly since January 2016 and the discount offered to the Series 5 preferred shareholders must reflect this new reality.  In the absence of the Series 5 preferred shareholders accepting a newly discounted, and extended, security, Roumell Asset Management would support honoring the obligation by issuing common stock.  While we speak only for ourselves, we believe other large shareholders view the situation similarly. 

 

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SOURCE Roumell Asset Management, LLC

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