Dundee Corporation Announces Proposed Distribution of Dundee

Dundee Corporation Announces Proposed Distribution of Dundee Realty
Corporation Shares 
TORONTO, ONTARIO -- (Marketwire) -- 12/14/12 -- Dundee Corporation
(TSX:DC.A) ("Dundee Corporation" or the "Corporation") announces that
its Board of Directors has approved, in principle, to proceed with a
corporate restructuring, through a tax efficient plan of arrangement
(the "Arrangement") that will distribute to shareholders of the
Corporation a 50% interest in Dundee Realty Corporation, the
Corporation's 70% owned real estate subsidiary. The Corporation
itself will retain a 20% interest in Dundee Realty, with Mr. Michael
Cooper, the President and Chief Executive Officer of Dundee Realty,
retaining the remaining 30%. 
The Corporation expects that the Arrangement, when completed, will
result in the establishment of a new public company, with a capital
structure that emulates that of Dundee Corporation. The Arrangement
will be subject to regulatory, court and shareholder approvals, as
well as the listing of the distributed company's shares on the
Toronto Stock Exchange. 
The Arrangement as currently proposed provides that the share
structure of the new company to be distributed will emulate that of
Dundee Corporation, with the Class A and Class B shares as well as
the First Preference Shares, Series 1 receiving their proportionate
interest in the distributed company. 
Upon completion of the Arrangement, Mr. Ned Goodman, President and
Chief Executive Officer of the Corporation, will continue as Chairman
of the Board of Directors, and Mr. Michael Cooper will continue as
President and Chief Executive Officer. Mr. Goodman and Mr. Cooper
will provide our shareholders with continuity in the quality of
management of our real estate operations that they have experienced
to date. 
"The Board believes that the current market capitalization of the
Corporation understates the intrinsic value of its underlying
assets," stated Mr. Goodman. "With two separate publically traded
entities, the investment community will be better able to assess the
value of each of these businesses." 
The Corporation expects to deliver an information circular,
describing the proposed Arrangement in greater detail, to
shareholders entitled to vote in connection with the Arrangement,
with a view to holding a special meeting of shareholders to approve
the Arrangement and completing the Arrangement in the first quarter
of 2013. Further particulars relating to the Arrangement, including
the record and meeting dates for such shareholders' meeting, will be
provided in due course. 
The Corporation is an independent publicly traded Canadian asset
management company. The Corporation's asset management activities are
focused in the areas of the Corporation's core competencies and
include real estate and infrastructure as well as energy, resources
and agriculture. Asset management activities are carried out by
Goodman Investment Counsel Inc. (formerly Ned Goodman Investment
Counsel Limited), a registered portfolio manager and exempt market
dealer across Canada and an investment fund manager in the provinces
of Ontario, Quebec and Newfoundland, and by DREAM, the asset
management division of Dundee Realty, currently a 70% owned
subsidiary of the Corporation. Asset management activities are
supported by the Corporation's ownership interest in Dundee Capital
Markets Inc. Dundee Capital Markets Inc. is also the asset manager of
the Corporation's flow-through limited partnership business carried
out through the "CMP", "CDR" and "Canada Dominion Resources" brands.
The Corporation also owns and manages direct investments in these
core focus areas, through ownership of both publicly listed and
private companies. Real estate operations are carried out through the
Corporation's investment in Dundee Realty, an owner, developer and
manager of residential and commercial properties in North America and
Europe. Energy and resource operations include the Corporation's
ownership in Dundee Energy Limited, an oil and natural gas company
with a mandate to create long-term value through the development of
high impact energy projects. The Corporation also holds other
investments in the resource sector, several of which are equity
accounted. Agricultural activities are carried out through Dundee
Agricultural Corporation. Dundee Agricultural Corporation holds an
84% interest in Blue Goose Capital Corporation, a privately owned
Canadian company with a leading position in the organic and natural
beef production market with operations in both British Columbia and
Forward-Looking Information 
This press release contains certain forward-looking information. All
information, other than information regarding historical fact, that
addresses activities, events or developments that the Corporation
believes, expects or anticipates will or may occur in the future is
forward-looking information. Forward-looking information contained in
this press release includes, but may not be limited to, the
completion of the spin out and the Arrangement and the terms, timing
and consequences relating thereto. The forward-looking information
contained in this press release reflects the current expectations,
assumptions and/or beliefs of the Corporation based on information
currently available to the Corporation. With respect to the
forward-looking information contained in this press release, the
Corporation has made assumptions regarding, among other things, the
Corporation's receipt of all necessary approvals to proceed with the
completion of the Arrangement. The forward-looking information
contained in this press release is subject to a number of risks and
uncertainties that may cause actual results or events to differ
materially from current expectations, including delays in obtaining,
or a failure to obtain, required regulatory, court and/or shareholder
approvals and/or the Corporation's inability to complete the proposed
Arrangement on the terms set out herein or at all. Any
forward-looking information speaks only as of the date on which it is
made and, except as may be required by applicable law, the
Corporation disclaims any obligation to update or modify such
forward-looking information, either because of new information,
future events or for any other reason.
Dundee Corporation
Ned Goodman
President and Chief Executive Officer
(416) 365-5665 
Dundee Corporation
Lucie Presot
Vice President and Chief Financial Officer
(416) 365-5157
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