Dundee Completes Offering of Subordinated Debentures

On June 22, 2005, Dundee Corp. completed a bought deal public offering of $100 million principal amount of 5.85 per cent exchangeable unsecured subordinated debentures due June 30, 2015. The net proceeds of the offering will be used for general corporate purposes, including the repayment of debt when considered appropriate. The offering was underwritten by a syndicate of underwriters led by CIBC World Markets Inc. and Scotia Capital Inc. and included Dundee Securities Corp., RBC Dominion Securities Inc., TD Securities Inc., GMP Securities Ltd., HSBC Securities (Canada) Inc., Sprott Securities Inc. and Trilon Securities Corp.

The debentures are exchangeable into series A units of Dundee Real Estate Investment Trust held by Dundee Corp. at the option of the holder of the debentures. In addition, Dundee Corp. may satisfy, at its option in certain circumstances, its obligations to pay the principal amount of the debentures and any premium in connection therewith on redemption or at maturity through, in whole or in part, the delivery of series A units.

Dundee Corp. was represented by Blake, Cassels & Graydon LLP in Toronto with a team comprised of Alan Brown, Ric McIvor, Chris Javornik, Eric Moncik, Markus Viirland and Conor Fitzpatrick (securities/corporate) and Ron Richler (tax), and assisted by Angela Austman in Vancouver, Shona Smith in Calgary and Alfred Buggé in Montreal. Michael Anderson of Gowling Lafleur Henderson LLP also acted for Dundee Corp. with respect to certain matters.

CIBC World Markets was represented by Robert Richardson, vice-president legal. The underwriters were represented by Torys LLP with a team of Simon Knowling, John Toffoletto, Rafal Nowak and Kimberley Kowalik (corporate); Dennis Mahony, Jeffrey Gracer and Michael Fortier (environmental); Lucia ten Kortenaar and Catrina Card (tax); Andre Poles and Janet Howard (asset management); and Eric Boehm and Joanna Jazairi (IP).