Dundee Corporation - Interim / Quarterly Report 2021

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

AS AT AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)

(expressed in thousands of Canadian dollars)
				As at
	Note		June 30,2021		December	31,2020
ASSETS
Cash		$	90,878		$	122,570
Accounts receivable	8		12,366			20,614
Deposit with taxation authority	25		13,840			13,840
Income taxes receivable			435			605
Investments	6		209,171			222,380
Equity accounted investments	7		28,934			30,270
Resource assets	8		12,901			31,156
Livestock	9		2,884			25,220
Capital and other assets	10		20,942			70,130
Deferred income tax assets	20		3,707			2,674
Assets held for sale	4		69,645			-
TOTAL ASSETS		$	465,703		$	539,459
LIABILITIES
Accounts payable and accrued liabilities		$	15,819		$	19,861
Derivative financial liability	11		-			7,303
Corporate debt	12		26,365			44,641
Lease liabilities	13		4,108			7,731
Liabilities held for sale	4		19,957			-
			66,249			79,536
SHAREHOLDERS' EQUITY
Share capital
Common shares	15		280,863			330,959
Preference Shares, series 2	14		27,667			27,667
Preference Shares, series 3	14		50,423			50,423
Contributed surplus			19,653			18,983
Reserves for changes in equity of subsidiaries			(63,407)			(63,640)
Retained earnings			70,208			74,850
Accumulated other comprehensive income	15		14,683			16,787
			400,090			456,029
NON-CONTROLLING INTEREST	16		(636)			3,894
			399,454			459,923
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	465,703		$	539,459

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Commitments, contingencies and off-balance sheet arrangements (note 25)

Subsequent Events (note 28)

JUNE 2021 – DUNDEE CORPORATION

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(expressed in thousands of Canadian dollars, except forper share amounts)	(expressed in thousands of Canadian dollars, except forper share amounts)
For the three months ended Note June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
REVENUES AND OTHER INCOME 17 4,870 $ 3,938 $ OTHER ITEMS IN NET (LOSS) EARNINGS Cost of sales (2,804) (2,683) Depreciation and depletion 10 (630) (727) General and administrative expenses 19 (4,667) (7,384) Net (loss) income from investments 6 1,290 92,778 Share of earnings (loss) from equity accounted investments 7 (159) (4,668) Remeasurement of financial instruments 8, 11 (10,760) (25,836) Interest expense 12, 13 (602) (853) Foreign exchange(loss) gain (186) (153)	10,129 $ 6,971 $ (5,013) (5,285) (1,638) (1,468) (11,359) (14,081) (9,562) 34,630 217 (5,509) (14,398) (143,124) (1,205) (1,922) (316) 238
NET (LOSS) EARNINGS BEFORE INCOME TAXES (13,648) 54,412 Income tax expense 20 (1,256) (3,815)	(33,145) (129,550) (31) (5,384)
NET(LOSS) EARNINGS FROM CONTINUING OPERATIONS (14,904) 50,597	(33,176) (134,934)
DISCONTINUED OPERATIONS 4 Blue Goose Capital Corp.'s beef division Net(loss)earnings 1,274 (1,737)	(2,127) (2,794)
NET(LOSS) EARNINGS FROM DISCONTINUED OPERATIONS 1,274 (1,737)	(2,127) (2,794)
NET(LOSS) EARNINGS FOR THE PERIOD (13,630) $ 48,860 $	(35,303) $ (137,728) $
NET (LOSS) EARNINGS ATTRIBUTABLE TO: Owners of the parent Continuing operations (12,658) $ 53,781 $ Discontinued operations 1,124 (1,540)	(29,317) $ (111,639) $ (1,879) (2,478)
(11,534) 52,241	(31,196) (114,117)
Non-controlling interest Continuing operations (2,246) (3,184) Discontinued operations 150 (197)	(3,859) $ (23,295) $ (248) (316)
(2,096) (3,381)	(4,107) (23,611)
(13,630) $ 48,860 $	(35,303) $ (137,728) $
BASIC (LOSS) EARNINGS PER SHARE 21 Continuing operations (0.15) $ 0.50 $ Discontinued operations 0.01 (0.01)	(0.35) $ (1.12) $ (0.02) (0.02)
(0.14) $ 0.49 $	(0.37) $ (1.14) $
DILUTED NET (LOSS) EARNINGS PER SHARE 21 Continuing operations (0.15) $ 0.49 $ Discontinued operations 0.01 (0.01)	(0.35) $ (1.12) $ (0.02) (0.02)
(0.14) $ 0.48 $	(0.37) $ (1.14) $

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

JUNE 2021 – DUNDEE CORPORATION

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)

(expressed in thousands of Canadian dollars)	(expressed in thousands of Canadian dollars)
For the three months ended Note June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
NET (LOSS) EARNINGS FOR THE PERIOD (13,630) $ 48,860 $ Other comprehensive (loss) income: Items that may be reclassified to net (loss) earnings Unrealized (loss) gain from foreign currency translation (630) (2,203) Share of other comprehensive (loss) income from equity accounted investments 424 (897) Tax recovery (expense)associated with equityaccounted investments (113) 237	(35,303) $ (137,728) $ (1,519) 7,278 (1,031) (1,746) 273 462
Total other comprehensive(loss)income from continuingoperations (319) (2,863)	(2,277) 5,994
COMPREHENSIVE(LOSS) INCOME FOR THE PERIOD (13,949) $ 45,997 $	(37,580) $ (131,734) $
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO: Owners of the parent Continuing operations (12,914) $ 51,264 $ Discontinued operations 1,124 (1,540)	(31,421) $ (106,835) $ (1,879) (2,478)
(11,790) 49,724	(33,300) (109,313)
Non-controlling interest Continuing operations (2,309) (3,530) Discontinued operations 150 (197)	(4,032) (22,105) (248) (316)
(2,159) (3,727)	(4,280) (22,421)
(13,949) $ 45,997 $	(37,580) $ (131,734) $

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

JUNE 2021 – DUNDEE CORPORATION

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(expressed in thousands of Canadian dollars)

(expressed in thousands of Canadian dollars)
Number of Common Note Shares	Attributable to Owners of the Parent Reserves Accumulated Preference Preference for Changes Other Common Shares, Shares, Contributed in Equity of Retained Comprehensive Non-controlling Shares Series 2 Series 3 Surplus Subsidiaries Earnings Income Interest Total
Balance, December 31, 2019 103,092,515 For the six months ended June 30, 2020 Net loss, continuing operations - Net loss, discontinued operations - Other comprehensive income, continuing operations - Acquisition and cancellation of Preference Shares, series 3 14 - Dividends on Preference Shares, series 2 - Dividends on Preference Shares, series 3 - Stock based compensation 18 - Changes of ownershipinterest in subsidiaries 5 -	330,959 $ 75,026 $ 50,473 $ 16,751 $ (58,800) $ 138,649 $ 14,021 $ 18,348 $ 585,427 $ - - - - - (111,639) - (23,295) (134,934) - - - - - (2,478) - (316) (2,794) - - - - - - 4,804 1,190 5,994 - - (25) - - 9 - - (16) - - - - - (2,058) - - (2,058) - - - - - (1,446) - - (1,446) - - - 1,728 - - - - 1,728 - - - - 229 - - 20 249
Balance,June 30,2020 103,092,515	330,959 75,026 50,448 18,479 (58,571) 21,037 18,825 (4,053) 452,150
From July 1, 2020 to December 31, 2020 Net earnings, continuing operations - Net earnings, discontinued operations - Other comprehensive loss, continuing operations - Acquisition and cancellation of Preference Shares, series 2 - Acquisition and cancellation of Preference Shares, series 3 - Dividends on Preference Shares, series 2 - Dividends on Preference Shares, series 3 - Stock based compensation - Changes of ownershipinterest in subsidiaries -	- - - - - 44,830 - 421 45,251 - - - - - 3,898 - 505 4,403 - - - - - - (2,038) (490) (2,528) - (47,359) - - - 7,431 - - (39,928) - - (25) - - 9 - - (16) - - - - - (1,261) - - (1,261) - - - - - (1,094) - - (1,094) - - - 504 - - - - 504 - - - - (5,069) - - 7,511 2,442
Balance,December 31,2020 103,092,515	330,959 27,667 50,423 18,983 (63,640) 74,850 16,787 3,894 459,923
For the six months ended June 30, 2021 Net loss, continuing operations - Net loss, discontinued operations - Other comprehensive loss, continuing operations - Acquisition of Class A subordinate shares for cancellation 15 (15,357,428) Dividends on Preference Shares, series 2 - Dividends on Preference Shares, series 3 - Stock based compensation 18 76,767 Changes of ownershipinterest in subsidiaries 5 -	- - - - - (29,317) - (3,859) (33,176) - - - - - (1,879) - (248) (2,127) - - - - - - (2,104) (173) (2,277) (50,188) - - - - 28,361 - - (21,827) - - - - - (759) - - (759) - - - - - (1,048) - - (1,048) 92 - - 670 - - - - 762 - - - - 233 - - (250) (17)
Balance, June 30, 2021 87,811,854	280,863 $ 27,667 $ 50,423 $ 19,653 $ (63,407) $ 70,208 $ 14,683 $ (636) $ 399,454 $

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

JUNE 2021 – DUNDEE CORPORATION

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

(expressed in thousands of Canadian dollars)
				For the six months ended
	Note		June 30,2021		June 30,2020
OPERATING ACTIVITIES:
Net loss for the period		$	(35,303)	$	(137,728)
Adjusted for:
Net loss from discontinued operations			2,127		2,794
Items not affecting cash and other adjustments	22		31,939		128,785
Changes in non-cash workingcapital items	22		(4,054)		(12,762)
Cash used in operating activities – continuing operations			(5,291)		(18,911)
Cashprovided from operatingactivities – discontinued operations			1,567		2,140
CASH USED IN OPERATING ACTIVITIES			(3,724)		(16,771)
INVESTING ACTIVITIES:
Acquisitions of portfolio and equity accounted investments			(42,739)		(7,261)
Proceeds from dispositions of portfolio investments			45,136		153,486
Transaction cost related to disposition of portfolio investment	6		-		(5,327)
Change in capital and other assets			(568)		5,320
Cash provided from investing activities – continuing operations			1,829		146,218
Cash used in investingactivities – discontinued operations			(1,831)		(1,458)
CASH(USED IN)PROVIDED FROM INVESTING ACTIVITIES			(2)		144,760
FINANCING ACTIVITIES:
Change in corporate debt			(992)		(771)
Cash payment on lease liabilities	13		(1,667)		(1,820)
Acquisition of Subordinate Shares, net of costs	15		(21,827)		-
Acquisition of Preference Shares, series 3, net of costs	14		-		(16)
Dividends paid on Preference Shares, series 2	14		(759)		(2,058)
Dividendspaid on Preference Shares,series 3	14		(1,048)		(1,446)
Cash used in financing activities – continuing operations			(26,293)		(6,111)
Cash used in financingactivities – discontinued operations			(633)		(738)
CASH USED IN FINANCING ACTIVITIES			(26,926)		(6,849)
NET (DECREASE) INCREASE IN CASH DURING THE PERIOD			(30,652)		121,140
Cash, continuing operations, beginning of period			122,570		26,536
Cash,discontinued operations,beginningofperiod			-		-
			91,918		147,676
Less cash,discontinued operations,end ofperiod			(1,040)		-
CASH, END OF PERIOD		$	90,878	$	147,676
Cash flows from continuing operations include the following amounts:
Interest paid		$	955	$	1,734
Taxespaid		$	569	$	4,089
Cash flows from discontinued operations include the following amounts:
Interest paid		$	97	$	337
Taxespaid		$	-	$	-

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

JUNE 2021 – DUNDEE CORPORATION

DUNDEE CORPORATION NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2021 and 2020 Tabular dollar amounts in thousands of Canadian dollars, except per share amounts

1 . N A T U R E O F O P E R A T I O N S

Dundee Corporation (the “Corporation”) is a public Canadian independent holding company, listed on the Toronto Stock Exchange (“TSX”) under the symbol “DC.A”. Through its operating subsidiaries, the Corporation is engaged in diverse business activities in the areas of investment advisory, corporate finance, energy, resources, agriculture and real estate. The Corporation also holds, directly and indirectly, a portfolio of investments mostly in these key areas, as well as other select investments in both publicly listed and private enterprises.

The Corporation is incorporated under the Business Corporations Act (Ontario) and is domiciled in Canada. The Corporation’s head office is located at 1 Adelaide Street East, 20th Floor, Toronto, Ontario, Canada, M5C 2V9.

At June 30, 2021 and December 31, 2020, the Corporation’s major operating subsidiaries included:

As at and for the six months ended June 30,2021	As at and for the year ended December 31,2020
Opening Ending (in alphabetical order) Ownership Ownership	Opening Ending Ownership Ownership
AgriMarine Holdings Inc. 100% 100% Blue Goose Capital Corp. 88% 88% Dundee 360 Real Estate Corporation 100% 100% Dundee Sustainable Technologies Inc. 82% 82% Goodman & Company, Investment Counsel Inc. 100% 100% United Hydrocarbon International Corp. 84% 84%	100% 100% 89% 88% 100% 100% 62% 82% 100% 100% 84% 84%

2 . B A S I S O F P R E P A R A T I O N

These unaudited condensed interim consolidated financial statements of the Corporation as at and for the three and six months ended June 30, 2021 (“June 2021 Interim Consolidated Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and with interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the CPA Canada Handbook – Accounting, as applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, “ Interim Financial Reporting ”. The June 2021 Interim Consolidated Financial Statements should be read in conjunction with the Corporation’s audited consolidated financial statements as at and for the year ended December 31, 2020 (“2020 Audited Consolidated Financial Statements”) which were prepared in accordance with IFRS as applicable for annual financial statements. The June 2021 Interim Consolidated Financial Statements were authorized for issuance by the Board of Directors on August 11, 2021.

JUNE 2021 – DUNDEE CORPORATION

Accounting Standards, Interpretations and Amendments to Existing Standards not yet Effective

There were no changes to existing IFRS accounting standards and interpretations since December 31, 2020 that are expected to have a material effect on the Corporation’s consolidated financial statements.

3 . C R I T I C A L A C C O U N T I N G J U D G M E N T S , E S T I M A T E S A N D A S S U M P T I O N S

The preparation of the June 2021 Interim Consolidated Financial Statements in accordance with IFRS requires the Corporation to make judgments in applying its accounting policies, estimates and assumptions about the future. These judgments, estimates and assumptions affect the reported amounts of assets, liabilities, revenues and other items in net operating earnings or loss, and the related disclosure of contingent assets and liabilities included in the Corporation’s consolidated financial statements. The Corporation evaluates its estimates on an ongoing basis. Such estimates are based on historical experience and on various other assumptions that the Corporation believes are reasonable under the circumstances, and these estimates form the basis for making judgments about the carrying value of assets and liabilities and the reported amounts of revenues and other items in net operating earnings or loss that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes to the Corporation’s approach relating to accounting judgments, estimates and assumptions in the preparation of the June 2021 Interim Consolidated Financial Statements from those judgments, estimates and assumptions disclosed in note 4 to the 2020 Audited Consolidated Financial Statements. While the Corporation’s approach for setting estimates has not undergone significant change, estimates can vary materially between financial reporting periods. Details on the current changes to estimates that have caused a material remeasurement of the Corporation’s financial instruments are described in notes 8 and 23.

COVID-19

The COVID-19 pandemic and the emergence of multiple COVID-19 variants continue to have an adverse impact on global economic conditions. The outbreak of COVID-19 and the resulting global upheavals have caused significant volatility in commodity prices. This crisis may continue or worsen which may adversely impact the operating subsidiaries and investments of the Corporation. The Corporation continues to work actively to monitor the situation and implement further measures as required to mitigate and/or deal with any repercussions that may occur as a result of the COVID-19 pandemic. Details of the assumptions and judgments are discussed in note 4 to the 2020 Audited Consolidated Financial Statements.

4 . A S S E T S A N D L I A B I L I T I E S H E L D F O R S A L E A N D D I S C O N T I N U E D O P E R A T I O N S

Blue Goose Capital Corp.’s Beef Division

Blue Goose Capital Corp. (“Blue Goose”), an 88%-owned subsidiary of the Corporation, is currently in discussion with potential buyers for the sale of its beef division, and as a result, the assets and liabilities of the beef division have been reclassified as assets and liabilities held for sale in the consolidated statements of financial position. Operating results of the beef division for the three and six months ended June 30, 2021 and 2020, and cash flow for the six months ended June 30, 2021 and 2020 have been classified as discontinued operations in the consolidated statements of operations and comprehensive (loss) income, and in the consolidated statements of cash flow, respectively.

JUNE 2021 – DUNDEE CORPORATION

Net Assets Held for Sale

Net Assets Held for Sale
	Note		As at June 30,2021
ASSETS
Cash		$	1,040
Accounts receivable			807
Livestock	9		19,501
Capital and other assets	10		48,297
		$	69,645
LIABILITIES
Accounts payable		$	587
Corporate debt	12		17,363
Lease liabilities	13		2,007
		$	19,957
NET ASSETS HELD FOR SALE		$	49,688

Net (Loss) Earnings from Discontinued Operations

For the three months ended Note June 30,2021 June 30,2020	For the three months ended Note June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
REVENUES AND OTHER INCOME 3,843 $ 2,807 $ OTHER ITEMS IN NET LOSS (EARNINGS) Cost of sales (4,946) (3,336) Depreciation and depletion 10 - (680) General and administrative expenses (340) 384 Fair value changes in livestock 9 2,848 (769) Interest expense 12,13 (131) (143)		6,339 $ 6,333 $ (9,433) (9,163) (641) (1,378) (553) 299 2,389 1,452 (228) (337)
NET(LOSS) EARNINGS FOR THE PERIOD 1,274 $ (1,737) $		(2,127) $ (2,794) $
NET (LOSS) EARNINGS ATTRIBUTABLE TO: Owners of the parent 1,124 $ (1,540) $ Non-controllinginterest 150 (197)		(1,879) $ (2,478) $ (248) (316)
1,274 $ (1,737) $		(2,127) $ (2,794) $
Revenues and Other Income from Discontinued Operations
For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Agriculture 2,877 $ 2,160 $ Interest and other(i) (ii) 966 647	4,334 $ 5,641 $ 2,005 692
3,843 $ 2,807 $	6,339 $ 6,333 $

Revenues and Other Income from Discontinued Operations

(i) Interest and other income related to wage subsidies provided under the Canada Emergency Wage Subsidy (“CEWS”) program for the three and six months ended June 30, 2021 includes $267,000 and $339,000 respectively (three and six months ended June 30, 2020 – $483,000 and $483,000 respectively) .

(ii) In addition, interest and other income for the three and six months ended June 30, 2021 also includes $683,000 and $1,642,000, respectively, revenues generated from logging. There was no logging revenue recognized in the same period of 2020.

JUNE 2021 – DUNDEE CORPORATION

General and Administrative Expenses in Discontinued Operations

General and Administrative Expenses in Discontinued Operations
For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Salary and salary-related 87 $ 72 $ Corporate and professional fees 255 7 General office * (2) (463)	186 $ 140 $ 313 30 54 (469)
340 $ (384) $	553 $ (299) $

General office expense includes gains related to the disposition of certain capital and other assets for the three and six months ended June 30, 2021 includes $51,000 and $51,000 respectively (three and six months ended June 30, 2020 – $520,000 and $583,000 respectively).

5 . A C Q U I S I T I O N S A N D D I L U T I O N S O F I N T E R E S T S I N S U B S I D I A R I E S

Change of Ownership Interests in Subsidiaries

Change of Ownership Interests in Subsidiaries
Interest Owned as at 30-Jun-21 31-Dec-20 30-Jun-20 31-Dec-19	Effect on Reserves for Changes in Equity of Subsidiaries during the six months ended 30-Jun-21 30-Jun-20
Blue Goose Capital Corp. 88% 88% 89% 89% Dundee Sustainable Technologies Inc. 82% 82% 62% 62%	124 $ 229 $ 109 -
Total	233 $ 229 $

6 . I N V E S T M E N T S

Cost and Fair Value of Investments

Cost and Fair Value of Investments
As at June 30,2021	December 31,2020
Cost Fair Value	Cost Fair Value
Publicly traded securities 122,863 $ 100,253 $ Private investments 147,858 78,665 Debt securities 45,794 26,663 Warrants and options - 3,590	111,260 $ 109,457 $ 146,711 80,056 47,229 26,257 246 6,610
316,515 $ 209,171 $	305,446 $ 222,380 $

During the six months ended June 30, 2021, the Corporation invested $42,739,000 (six months ended June 30, 2020 – $5,701,000) to acquire new positions or to increase its interest in existing positions within its portfolio. During the same period, the Corporation generated proceeds of $45,136,000 (six months ended June 30, 2020 – $148,159,000, net of transaction costs of $5,327,000) from the sale of various public and private investments and from collection of amounts due under debt arrangements. The $148,159,000 proceeds generated during 2020 included the proceeds received from the sale of 23,900,000 units of Dundee Precious Metals Inc. (“DPM”) at $6.35 per unit. Each unit consisted of one common share of DPM owned by the Corporation and one-half of a common share purchase warrant. Each warrant entitled the holder thereof to acquire one additional DPM common share owned by the Corporation at an exercise price of $8.00 per share for a term of 12 months from the date of issue. During 2021, the Corporation received $32,881,000 (six months ended June 30, 2020 – $40,000) from the exercise of DPM purchase warrants.

JUNE 2021 – DUNDEE CORPORATION

Net (Loss) Income from Investments

Net (Loss) Income from Investments
For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Changes in the fair value of Publicly traded securities 1,122 $ 97,394 $ Private investments (827) 50 Debt securities (12) (1,369) Warrants and options 557 1,361	(7,502) $ 48,259 $ (2,008) (2,373) 1,842 (10,249) (3,021) 658 (10,689) 36,295 - (5,327)
840 97,436 Transaction cost * - (5,327)
840 92,109 Interest and dividend income 450 669	(10,689) 30,968 1,127 3,662
1,290 $ 92,778 $	(9,562) $ 34,630 $

* Transaction cost relating to the sale of DPM’s units.

The Corporation’s portfolio of investments has been designated as a portfolio of investments at fair value through profit or loss (“FVTPL”). Accordingly, changes in the fair value of individual investments since December 31, 2020 are included in the Corporation’s net earnings or loss.

7 . E Q U I T Y A C C O U N T E D I N V E S T M E N T S

As at June 30,2021	December 31,2020
Carrying Investment Ownership Value	Carrying Ownership Value
Android Industries, LLC 20% 22,157 $ Dundee Acquisition Ltd. 98% - Dundee Sarea Acquisition I Limited Partnership 50% - Dundee Securities Europe Limited 20% 363 ParqEquityLimited Partnership 23% -	20% 22,526 $ 98% 243 50% - 20% 365 23% -
22,520 Real estatejoint ventures 6,414	23,134 7,136
28,934 $	30,270 $

There were no significant transactions that affected the carrying value of equity accounted investments since December 31, 2020. A detailed description of significant transactions that affected the carrying value of equity accounted investments as at and during the year ended December 31, 2020 is provided in note 8 to the 2020 Audited Consolidated Financial Statements.

Share of Earnings (Loss) from Equity Accounted Investments

Share of Earnings (Loss) from Equity Accounted Investments
For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Android Industries, LLC 88 $ (1,194) $ Dundee Acquisition Ltd. (243) - Dundee Sarea Acquisition I Limited Partnership - (2,915) Dundee Securities Europe Limited (4) (556)	662 $ (890) $ (243) - - (4,330) (2) (556)
(159) (4,665) Real estatejoint ventures - (3)	417 (5,776) (200) 267
(159) $ (4,668) $	217 $ (5,509) $

JUNE 2021 – DUNDEE CORPORATION

8 . R E S O U R C E A S S E T S

The Corporation recognizes resource assets that are owned by its subsidiary, United Hydrocarbon International Corp. (“UHIC”). The royalty interest described in the table below relates to a production sharing contract (“PSC”) granting the exclusive right to explore and develop oil and gas reserves on specified blocks in the Republic of Chad. In respect of this PSC, UHIC is also entitled to receive certain contingent consideration associated with its royalty interest, which is included in these consolidated statements of financial position as “ Accounts receivable ”. The PSC is held by an entity which is owned by a third-party, Delonex Energy Limited (“Delonex”). UHIC continues to hold the rights to this royalty interest as well as the associated contingent consideration. Due to the continued uncertainty of the political environment in Chad, as well as the increased risk around in-country investment, UHIC recorded an aggregate $21,701,000 fair value loss on remeasurement of royalty interest and its associated consideration during the six months ended June 30, 2021 (see below).

			Royalty
			Interest		Other		Total
	Net carrying value, December 31, 2019	$	126,045	$	361	$	126,406
	For the six months ended June 30, 2020
	Disposition		-		-		-
	Translation adjustment *		4,979		-		4,979
	Remeasurement of financial instruments **		(102,005)		-		(102,005)
	Net carryingvalue,June 30,2020		29,019		361		29,380
	From July 1, 2020 to December 31, 2020
	Disposition		-		(361)		(361)
	Translation adjustment *		(2,034)		-		(2,034)
	Remeasurement of financial instruments **		4,171		-		4,171
	Net carryingvalue,December 31,2020		31,156		-		31,156
	For the six months ended June 30, 2021
	Translation adjustment *		(761)		-		(761)
	Remeasurement of financial instruments **		(17,494)		-		(17,494)
	Net carrying value, June 30, 2021	$	12,901	$	-	$	12,901
*	Represents a foreign currency translation gain (loss)	associated with the	translation of	royalty interest with carrying values
	denominated in a foreign currency. This amount is included in the consolidated		statements of comprehensive (loss) income.

** Other than the risk factors described in note 9 to the 2020 Audited Consolidated Financial Statements, continued force majeure and political uncertainties in Africa further defer the estimate of first oil production by two years to 2025. Refer to note 23 for a sensitivity analysis on the valuation of the royalty interest and its associated contingent consideration.

While the Corporation continues to monitor the state of the global oil markets and the effects of possible operational and financial developments at Delonex, it applied the following assumptions or rates in determining the estimated fair value of its royalty interest as at June 30, 2021:

Assumed success probability metric to the cash flows ranging from 5.66% to 12.12% (December 31, 2020 – 11.30% to 23.75%);
Weighted average forecasted Brent oil price of US$65.03/bbl or Cdn$80.60/bbl with production starting in 2025 (December 31, 2020 – US$63.19/bbl or Cdn$80.45/bbl with production starting in 2023); and
Applied discount rate to expected cash flows of 23.3% (December 31, 2020 – 23.3%).

As a result, during the three and six months ended June 30, 2021, the Corporation recognized a loss of $10,006,000 and $17,494,000 respectively (three and six months ended June 30, 2020 – $4,252,000 and $102,005,000 respectively) on remeasurement of royalty interest. Changes in the remeasurement of royalty interest are included in the consolidated statements of operations as “Remeasurement of financial instruments”.

The above-mentioned factors also impacted the estimated fair value of the contingent consideration associated with its royalty interest. The Corporation applied the following assumptions or rates in determining the estimated fair value of its contingent consideration associated with its royalty interest of $2,467,000 at June 30, 2021 (December 31, 2020 – $6,831,000):

Assumed success probability metric to the cash flows ranging from 5.66% to 12.12% (December 31, 2020 – ranging from 11.30% to 23.75%); and
Applied discount rate to expected cash flows of 23.3% (December 31, 2020 – 23.3%).

JUNE 2021 – DUNDEE CORPORATION

During the three and six months ended June 30, 2021, the Corporation recorded a loss of $2,122,000 and $4,207,000 respectively (three and six months ended June 30, 2020 – $12,527,000 and $32,062,000 respectively) in respect of changes in the estimated fair value of the contingent consideration which includes its contingent consideration associated with its royalty interest in addition to its contingent proceeds receivable that are held in an escrow account. The fair value changes are included in the consolidated statements of operations as “Remeasurement of financial instruments”.

9 . L I V E S T O C K

Livestock in Continuing Operations

The livestock valued at $2,884,000 as of June 30, 2021 is owned by the Corporation’s wholly-owned subsidiary, AgriMarine Holdings Inc.

For the six months ended June 30,2021	For theyear ended December 31,2020
Biological Inventory Assets Total	Biological Inventory Assets Total
Balance, beginning of period 2,419 $ 22,801 $ 25,220 $ Transferred to held for sale (note 4) (2,250) (19,406) (21,656) Net additions (usage / harvested) 125 (805) (680) Fair value changes - - -	2,391 $ 24,210 $ 26,601 $ - - - 28 (7,727) (7,699) - 6,318 6,318
Balance, end ofperiod 294 $ 2,590 $ 2,884 $	2,419 $ 22,801 $ 25,220 $

Livestock in Held for Sale

		For the	six	months ended	June	30,2021
				Biological
		Inventory		Assets		Total
Balance, beginning of period	$	-	$	-	$	-
Transferred in held for sale (note 4)		2,250		19,406		21,656
Net additions (usage / harvested)		(1,253)		(3,291)		(4,544)
Fair value changes *		-		2,389		2,389
Balance, end ofperiod	$	997	$	18,504	$	19,501

* Fair value changes for the six months ended June 30, 2020 was a gain of $1,452,000.

JUNE 2021 – DUNDEE CORPORATION

1 0 . C A P I T A L A N D O T H E R A S S E T S

Capital and Other Assets in Continuing Operations

	Capital Assets Computer and Land Furniture and Network and Equipment Fixtures Equipment Buildings and Other	Intangible Assets Other Intangible Lease Trademarks Assets Assets Total
At December 31, 2019 Cost Accumulated depreciation and amortization	622 $ 561 $ 61,383 $ 29,772 $ (559) (559) (16,805) (16,225)	16,709 $ 21,053 $ 10,556 $ 140,656 $ (15,749) (8,331) (2,588) (60,816)
Net carryingvalue,December 31,2019	63 2 44,578 13,547	960 12,722 7,968 79,840
For the six months ended June 30, 2020 Carrying value December 31, 2019 Asset additions Asset disposals Depreciation and amortization	63 2 44,578 13,547 - - 126 910 - - (31) (376) (7) (1) (423) (942)	960 12,722 7,968 79,840 - - 1,841 2,877 - (5,180) (389) (5,976) (47) (324) (1,124) (2,868)
Net carryingvalue,June 30,2020	56 1 44,250 13,139	913 7,218 8,296 73,873
At June 30, 2020 Cost Accumulated depreciation and amortization	622 561 53,436 26,799 (566) (560) (9,186) (13,660)	16,709 14,542 11,944 124,613 (15,796) (7,324) (3,648) (50,740)
Net carryingvalue,June 30,2020	56 1 44,250 13,139	913 7,218 8,296 73,873
From July 1, 2020 to December 31, 2020 Carrying value June 30, 2020 Asset additions Asset disposals Depreciation and amortization	56 1 44,250 13,139 - 26 (5) 770 (23) - (10) (52) (8) (3) (382) (958)	913 7,218 8,296 73,873 - 20 225 1,036 - (168) (1,707) (1,960) (47) (326) (1,095) (2,819)
Net carryingvalue,December 31,2020	25 24 43,853 12,899	866 6,744 5,719 70,130
At December 31, 2020 Cost Accumulated depreciation and amortization	552 570 53,421 27,481 (527) (546) (9,568) (14,582)	16,709 14,394 9,965 123,092 (15,843) (7,650) (4,246) (52,962)
Net carryingvalue,December 31,2020	25 24 43,853 12,899	866 6,744 5,719 70,130
For the six months ended June 30, 2021 Carrying value December 31, 2020 Transferred to held for sale (note 4) Asset additions Asset disposals Depreciation and amortization	25 24 43,853 12,899 (15) - (43,345) (2,308) - - - 614 - (16) (66) (237) (2) (2) (29) (520)	866 6,744 5,719 70,130 - - (2,545) (48,213) - - 737 1,351 - - (366) (685) (47) (610) (431) (1,641)
Net carryingvalue,June 30,2021	8 6 413 10,448	819 6,134 3,114 20,942
At June 30, 2021 Cost Accumulated depreciation and amortization	63 520 715 16,863 (55) (514) (302) (6,415)	16,709 7,778 4,692 47,340 (15,890) (1,644) (1,578) (26,398)
Net carrying value, June 30, 2021	8 $ 6 $ 413 $ 10,448 $	819 $ 6,134 $ 3,114 $ 20,942 $

Capital and Other Assets in Held for Sale

	Capital Assets Computer and Land Furniture and Network and Equipment Fixtures Equipment Buildings and Other	Intangible Assets Other Intangible Lease Trademarks Assets Assets Total
For the six months ended June 30, 2021 Carrying value December 31, 2020 Transferred in held for sale (note 4) Asset additions Depreciation and amortization	- $ - $ - $ - $ 15 - 43,345 2,308 - - 436 234 (1) - (184) (212)	- $ - $ - $ - $ - - 2,545 48,213 - - 55 725 - - (244) (641)
Net carryingvalue,June 30,2021	14 - 43,597 2,330	- - 2,356 48,297
At June 30, 2021 Cost Accumulated depreciation and amortization	51 31 52,215 10,736 (37) (31) (8,618) (8,406)	- - 5,105 68,138 - - (2,749) (19,841)
Net carrying value, June 30, 2021	14 $ - $ 43,597 $ 2,330 $	- $ - $ 2,356 $ 48,297 $

JUNE 2021 – DUNDEE CORPORATION

1 1 . D E R I V A T I V E F I N A N C I A L L I A B I L I T Y

Upon announcement of the sale transaction of common shares of DPM on May 7, 2020 (note 6), the Corporation recognized a liability associated with the sale of 11,950,000 DPM common share purchase warrants of $14,505,000. At December 31, 2020, the fair value of DPM common share purchase warrants liability was $7,303,000 with 4,130,100 DPM purchase warrants remaining outstanding. During 2021, 4,110,100 DPM purchase warrants were exercised at a price of $8.00, providing aggregate proceeds of $32,881,000 to the Corporation. The remaining 20,000 unexercised purchase warrants expired on May 13, 2021 and the purchase warrants liability balance was reduced to $nil.

These purchase warrants were derivative financial liabilities and were carried in the Corporation’s consolidated statements of financial position at their estimated fair value, determined using a Black Scholes option pricing model. During the three and six months ended June 30, 2021, the Corporation recognized fair value gain of $1,368,000 and $7,303,000 respectively as “ Remeasurement of financial instruments ” in these consolidated statements of operations. The Corporation recognized $9,057,000 fair value loss during the three and six months ended June 30, 2020.

1 2 . C O R P O R A T E D E B T

As at June 30,2021	December 31,2020
Corporate credit facility - $ Subsidiaries Loan facilities, Blue Goose Capital Corp. 39,135 Loan facilities,Dundee Sustainable Technologies Inc. 4,593	- $ 40,270 4,371
43,728 Less: Corporate debt from held for sale Blue Goose Capital Corp.'s beef division (17,363)	44,641 -
Corporate debt, continuing operations 26,365 $	44,641 $

Credit Facilities, Corporate

Margin Account

In January 2020, a subsidiary of the Corporation opened a margin account with a Canadian independent wealth management and capital markets firm that is a member of the Investment Industry Regulatory Organization of Canada (“IIROC”) and a member of the Canadian Investor Protection Fund (“CIPF”). The borrowings under this facility bear interest at prime plus 1%.

The margin account requires the maintenance of certain financial ratios relating to the fair value of certain publicly traded securities in the Corporation’s portfolio of investments. Therefore, the Corporation’s borrowing availability will increase or decrease, reflecting corresponding increases or decreases in these securities. At June 30, 2021, the amount owing under this margin account was $nil.

Loan Facilities, Blue Goose Capital Corp.

Blue Goose and its subsidiaries have entered into several borrowing arrangements, pursuant to which Blue Goose had borrowed an aggregate of $39,135,000 at June 30, 2021 (December 31, 2020 – $40,270,000). Other than as described below, there have been no significant changes to the terms of the credit facilities and other debt instruments available to Blue Goose from those outlined in note 13 to the 2020 Audited Consolidated Financial Statements.

Of the $39,135,000 borrowings, $17,363,000 has been classified as liabilities held for sale in the consolidated statements of financial position as Blue Goose intends to sell its beef division (note 4). In addition, upon the sale of the beef division, the outstanding amounts owing to Farm Credit Canada (“FCC”) and the convertible debentures will be due immediately. As at June 30, 2021, the amounts outstanding for the FCC loans and debentures were $14,272,000 and $7,500,000, respectively, and these amounts are not included in liabilities held for sale.

JUNE 2021 – DUNDEE CORPORATION

Dundee Agricultural Corporation, a wholly-owned subsidiary of the Corporation, extended its limited guarantee of $10,000,000 to all of Blue Goose’s outstanding loans with FCC. Other than as described, the lending institutions to Blue Goose do not have recourse to Dundee Corporation with respect to any of the amounts borrowed under these arrangements.

Loan Facilities, Dundee Sustainable Technologies Inc. (“Dundee Technologies”)

Dundee Technologies has entered into several borrowing arrangements, pursuant to which Dundee Technologies had borrowed an aggregate of $4,593,000 at June 30, 2021 (December 31, 2020 – $4,371,000). There have been no significant changes to the terms of the credit facilities and any other debt instruments available to Dundee Technologies since December 31, 2020. A detailed description of the nature of each of Dundee Technologies’ borrowing facilities is provided in note 13 to the 2020 Audited Consolidated Financial Statements. Other than as described below, the lending institutions to Dundee Technologies do not have recourse to the Corporation with respect to any of the amounts borrowed.

In order to support the Investissement Québec (“IQ”) Loan, the Corporation has guaranteed $1,125,000 of Dundee Technologies’ debt owing to IQ. As at June 30, 2021, the carrying value of the IQ Loan is $4,009,000 (December 31, 2020 – $3,785,000).

Interest Expense Incurred on Corporate Debt

Interest Expense Incurred on Corporate Debt
For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Dundee Corporation - $ 33 $ Blue Goose Capital Corp. 346 562 Blue Goose Capital Corp.'s beef division 108 112 Dundee Sustainable Technologies Inc. 130 113	- $ 118 $ 686 1,171 181 273 257 242
584 820 Less: Interest expense from discontinued operations Blue Goose Capital Corp.'s beef division (108) (112)	1,124 1,804 (181) (273)
Interest expense from continuing operations 476 $ 708 $	943 $ 1,531 $

1 3 . L E A S E L I A B I L I T I E S

Lease Liabilities in Continuing Operations

As at June 30,2021	December 31,2020
Balance, beginning of period 7,731 $ Transferred to held for sale (note 4) (2,369) Additions 737 Dispositions (541) Interest expense 217 Lease payments (1,667) Other -	13,409 $ - 2,066 (3,667) 786 (4,815) (48)
Balance, end ofperiod 4,108 $	7,731 $

JUNE 2021 – DUNDEE CORPORATION

Lease Liabilities in Held for Sale

Lease Liabilities in Held for Sale
As at		June 30,2021
Balance, beginning of period	$	-
Transferred in held for sale (note 4)		2,369
Additions		55
Interest expense		45
Leasepayments		(462)
Balance, end ofperiod	$	2,007

Lease liabilities are discounted at a weighted average interest rate of 8.38% (December 31, 2020 – 7.13%) on its continuing operations and 4.20% (December 31, 2020 – 4.20%) on its discontinued operations. During the three and six months ended June 30, 2021, the Corporation recognized an interest expense relating to lease liabilities of $109,000 and $217,000 respectively (three and six months ended June 30, 2020 – $169,000 and $348,000 respectively) from continuing operations.

In addition, during the three and six months ended June 30, 2021, the Corporation recognized an interest expense relating to lease liabilities of $21,000 and $45,000 respectively (three and six months ended June 30, 2020 – $31,000 and $64,000 respectively) from its discontinued operations for liabilities held for sale.

1 4 . P R E F E R E N C E S H A R E S

The terms of the Corporation’s First Preference Shares, Series 2 (“PS Series 2”) and First Preference Shares, Series 3 (“PS Series 3”), and significant transactions in respect thereof during the year ended December 31, 2020, are summarized in note 15 to the Corporation’s 2020 Audited Consolidated Financial Statements.

Normal Course Issuer Bid (“NCIB”)

On February 22, 2021, the Corporation announced that it had received regulatory approval for its NCIBs from February 24, 2021 to February 23, 2022. Pursuant to these arrangements and subject to certain conditions, the Corporation may purchase up to a maximum of 114,916 PS Series 2 and 201,692 PS Series 3, representing approximately 10% of its public float on each type of share at the time approval for the NCIB was granted. During the six months ended June 30, 2021, the Corporation did not purchase any PS Series 2 or PS Series 3 shares for cancellation pursuant to these arrangements.

Issued and Outstanding Preference Shares, series 2

Issued and Outstanding Preference Shares, series 2
	Number		Par		Issue		Carrying
	of Shares		Value		Costs		Value
Balance as at June 30, 2020 and December 31, 2019	3,116,278	$	77,907	$	(2,881)	$	75,026
From July 1, 2020 to December 31, 2020
Redeemed pursuant to substantial issuer bid	(1,966,816)		(49,170)		1,818		(47,352)
Redeemedpursuant to normal course issuer bid	(300)		(8)		1		(7)
Balance as at June 30, 2021 and December 31, 2020	1,149,162	$	28,729	$	(1,062)	$	27,667

The PS Series 2 carries an annual coupon rate of 5.284%. During the three and six months ended June 30, 2021, the Corporation paid dividends of $379,000 and $759,000 respectively (three and six months ended June 30, 2020 – $1,029,000 and $2,058,000 respectively) on its outstanding PS Series 2.

JUNE 2021 – DUNDEE CORPORATION

Issued and Outstanding Preference Shares, series 3

Issued and Outstanding Preference Shares, series 3
	Number		Par		Carrying
	of Shares		Value		Value
Balance as at December 31, 2019	2,018,922	$	50,473	$	50,473
For the six months ended June 30, 2020
Redeemedpursuant to normal course issuer bid	(1,000)		(25)		(25)
Balance as at June 30, 2020	2,017,922		50,448		50,448
From July 1, 2020 to December 31, 2020
Redeemedpursuant to normal course issuer bid	(1,000)		(25)		(25)
Balance as at June 30, 2021 and December 31, 2020	2,016,922	$	50,423	$	50,423

The PS Series 3 are subject to a quarterly floating cumulative preferential cash dividend rate based on the applicable threemonth Government of Canada T-Bill rate plus 4.10%. During the three and six months ended June 30, 2021, the Corporation paid dividends of $525,000 and $1,048,000 respectively (three and six months ended June 30, 2020 – $722,000 and $1,446,000 respectively) on its outstanding PS Series 3, representing a coupon rate ranging from 4.17% to 4.21% (three and six months ended June 30, 2020 – ranging from 5.74% to 5.75%).

1 5 . S H A R E C A P I T A L

The terms of the Corporation’s Class A subordinate voting shares (“Subordinate Shares”) and Class B common shares (“Class B Shares”), and significant transactions in respect thereof during the year ended December 31, 2020, are summarized in note 16 to the Corporation’s 2020 Audited Consolidated Financial Statements.

Issued and Outstanding

Issued and Outstanding
	Number Amount Number Amount SUBORDINATE SHARES CLASS B SHARES	TOTAL
		Number Amount
Outstanding December 31, 2019 For the six months ended June 30, 2020 Conversion from Class B Shares to Subordinate Shares	99,977,802 322,805 $ 3,114,713 8,154 $ 63 - (63) -	103,092,515 330,959 $ - -
Outstanding June 30, 2020 From July 1, 2020 to December 31, 2020 Conversion from Class B Shares to Subordinate Shares	99,977,865 322,805 3,114,650 8,154 69 - (69) -	103,092,515 330,959 - -
Outstanding December 31, 2020 For the six months ended June 30, 2021 Shares redeemed pursuant to substantial issuer bid Shares redeemed pursuant to normal course issuer bid Issuance of shares under share incentive arrangements Conversion from Class B Shares to Subordinate Shares	99,977,934 322,805 3,114,581 8,154 (14,285,714) (46,686) - - (1,071,714) (3,502) - - 76,767 92 - - 90 - (90) -	103,092,515 330,959 (14,285,714) (46,686) (1,071,714) (3,502) 76,767 92 - -
Outstanding June 30, 2021	84,697,363 272,709 $ 3,114,491 8,154 $	87,811,854 280,863 $

Substantial Issuer Bid

On January 12, 2021, the Corporation announced the results of its substantial issuer bid (the “SIB-Subordinate Shares”) launched on November 25, 2020 to purchase for cancellation up to $20,000,000 in value of the Corporation’s Subordinate Shares from the holders thereof who chose to participate. The SIB-Subordinate Shares expired on January 11, 2021. The Corporation purchased 14,285,714 Subordinate Shares under the SIB-Subordinate Shares at $1.40 per share. The excess of

JUNE 2021 – DUNDEE CORPORATION

carrying value over the purchase price, which totalled $26,686,000, was recorded as an increase in retained earnings. Transaction costs in respect of the SIB-Subordinate Shares were $303,000 and were charged to retained earnings.

Normal Course Issuer Bid

On February 22, 2021, the Corporation announced that it had received regulatory approval for its NCIB from February 24, 2021 to February 23, 2022. Pursuant to these arrangements and subject to certain conditions, the Corporation may purchase up to a maximum of 6,418,929 Subordinate Shares, representing approximately 10% of its public float at the time approval for the NCIB was granted.

During the six months ended June 30, 2021, the Corporation purchased 1,071,714 Subordinate Shares, having an aggregate stated capital value of $3,502,000, for cancellation pursuant to these arrangements. The Corporation paid $1,524,000 to retire these shares. The excess of the value of stated capital over the purchase price, which totalled $1,978,000, was recorded as an increase in retained earnings.

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income
		Equity		Foreign		Non-
		Accounted		Currency		controlling
		Investments		Translation		Interest		Total
Balance at December 31, 2019	$	1,229	$	14,721	$	(1,929)	$	14,021
For the six months ended June 30, 2020
Other comprehensive(loss)income		(1,284)		7,278		(1,190)		4,804
Balance at June 30,2020		(55)		21,999		(3,119)		18,825
From July 1, 2020 to December 31, 2020
Other comprehensive income(loss)		336		(2,864)		490		(2,038)
Balance at December 31,2020		281		19,135		(2,629)		16,787
For the six months ended June 30, 2021
Other comprehensive loss		(758)		(1,519)		173		(2,104)
Balance at June 30, 2021	$	(477)	$	17,616	$	(2,456)	$	14,683

1 6 . N O N - C O N T R O L L I N G I N T E R E S T

As at June 30,2021	December 31,2020
Blue Goose Capital Corp. (2,608) $ Dundee 360 Real Estate Corporation (35) Dundee Sustainable Technologies Inc. (1,956) United Hydrocarbon International Corp. 3,963	(2,206) $ (47) (1,632) 7,779
Total (636) $	3,894 $

JUNE 2021 – DUNDEE CORPORATION

1 7 . R E V E N U E S A N D O T H E R I N C O M E

Revenues and Other Income from Continuing Operations

Revenues and Other Income from Continuing Operations
For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Management fees 273 $ 238 $ Financial services 913 218 Technical services 1,352 1,048 Agriculture 1,719 1,892 Real estate 241 84 Interest and other(i) (ii) 372 458	1,089 $ 428 $ 1,612 218 2,056 1,392 3,228 4,084 1,089 193 1,055 656
4,870 $ 3,938 $	10,129 $ 6,971 $

(i) Interest and other revenue includes interest income from subleases for the three and six months ended June 30, 2021 includes $18,000 and $41,000 respectively (three and six months ended June 30, 2020 – $50,000 and $108,000 respectively).

(ii) In addition, interest and other income related to wage subsidies provided under the CEWS program for the three and six months ended June 30, 2021 includes $107,000 and $221,000 respectively (three and six months ended June 30, 2020 – $275,000 and $275,000 respectively). Both AgriMarine Holding Inc. and Dundee Sustainable Technologies Inc. received CEWS.

1 8 . S H A R E I N C E N T I V E P L A N A R R A N G E M E N T S

The terms of the Corporation’s share based compensation plans are summarized in note 19 to the Corporation’s 2020 Audited Consolidated Financial Statements.

Share Purchase Plan

As part of the share incentive arrangements, the Corporation established a share purchase plan pursuant to which eligible participants may contribute up to a specified maximum amount of their basic annual salary towards the purchase of Subordinate Shares of the Corporation, either from treasury or in the open market, at the discretion of the Corporation. During the three and six months ended June 30, 2021, compensation expense associated with the share purchase plan was $105,000 and $217,000 respectively (three and six months ended June 30, 2020 – $112,000 and $222,000 respectively).

Share Option Plan

On April 6, 2021, the Corporation granted 450,000 options with a fair value of $0.77 for an aggregate cost of $347,000. During February 2020, the Corporation granted 60,000 options with a fair value of $0.57 for an aggregate cost of $34,000. The fair value of the options granted was estimated at the grant date using a Black Scholes option pricing model with the following assumptions:

	2021	2020
Risk-free interest rate	1.49%	1.40%
Volatility factor	55.17%	51.55%
Expected dividend yield	-	-
Expected life of the options	7years	7years

A summary of the status of the Corporation’s share option plan as at June 30, 2021 and December 31, 2020, and the changes during the periods then ended, is as follows:

JUNE 2021 – DUNDEE CORPORATION

For the six months ended June 30,2021	For theyear ended December 31,2020
Weighted Number of Average Options Exercise Price	Weighted Number of Average Options Exercise Price
Outstanding, beginning of period 4,140,000 1.10 $ Granted 450,000 1.38 Exercised (13,334) 1.10 Forfeited (106,666) 1.10	4,080,000 1.10 $ 60,000 1.10 - - - -
Outstanding, end ofperiod 4,470,000 1.13 $	4,140,000 1.10 $
Exercisable options 1,366,668 1.10 $	1,360,003 1.10 $

		Weighted
		Average
		Remaining
	Options	Contractual	Options
Exercise Price	Outstanding	Life(Years)	Exercisable
Options issued with an exercise price of $1.10	3,880,000	4.75	1,320,002
Options issued with an exercise price of $1.10	80,000	5.14	26,666
Options issued with an exercise price of $1.10	60,000	5.62	20,000
Options issued with an exerciseprice of$1.38	450,000	6.77	-

Share Bonus Plan

During the first half of 2021, the Corporation awarded 1,077,285 bonus shares with an aggregate value of $1,550,000 in respect of certain deferred compensation arrangements and issued 160,418 Subordinate Shares from treasury in settlement of vested share bonus awards. Aggregate share bonus awards granted but not yet vested at June 30, 2021, pursuant to the Corporation’s share bonus plan, were 1,386,167 shares.

Deferred Share Unit Plan

During the six months ended June 30, 2021, the Corporation issued 87,702 deferred share units (“DSU”) to certain directors and officers of the Corporation in partial payment for their services. In addition, the Corporation paid cash of $38,000 in net settlement of 26,833 DSUs. At June 30, 2021, there were 1,775,580 DSUs outstanding that track the value of the Corporation’s Subordinate Shares.

During the six months ended June 30, 2021, the Corporation paid cash of $13,000 to settle the DSUs that track the value of subordinate voting shares of Dream Unlimited Corp (“DRM’s DSUs”). At June 30, 2021, there were 11,660 DRM’s DSUs outstanding.

Stock Based Compensation

Stock Based Compensation
For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Share option plan 211 $ 400 $ Deferred share unit plan 117 769 Share bonus plan 227 39 Dream Unlimited Corp. tracking share incentive arrangements: Deferred share units 45 (59)	368 $ 798 $ 243 909 315 56 62 (318)
600 $ 1,149 $	988 $ 1,445 $

JUNE 2021 – DUNDEE CORPORATION

1 9 . G E N E R A L A N D A D M I N I S T R A T I V E E X P E N S E S B Y N A T U R E

General and Administrative Expenses in Continuing Operations

General and Administrative Expenses in Continuing Operations
For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Salary and salary-related 1,354 $ 1,712 $ Stock based compensation 600 1,149 Corporate and professional fees 1,523 1,686 General office 1,190 2,837	4,938 $ 4,416 $ 988 1,445 2,982 3,147 2,451 5,073
4,667 $ 7,384 $	11,359 $ 14,081 $

2 0 . I N C O M E T A X E S

During the six months ended June 30, 2021, the Corporation recognized an income tax expense amount on its loss from continuing operations of $31,000 (six months ended June 30, 2020 – $5,384,000), the major components of which include the following items:

For the three months ended	For the six months ended June 30,2021 June 30,2020
June 30,2021 June 30,2020
Current income tax expense (378) $ (917) $ Deferred income tax recovery (expense) (878) (2,898)	(739) $ (1,714) $ 708 (3,670)
Total income tax expense (1,256) $ (3,815) $	(31) $ (5,384) $

The income tax expense amount on pre-tax loss or earnings from continuing operations differs from the income tax recovery (expense) amount that would arise using the combined Canadian federal and provincial statutory tax rate of 26.5% (six months ended June 30, 2020 – 26.5%), as a result of the following items:

For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Loss (earnings) before tax at statutory rate of 26.5% 3,617 $ (14,419) $ (2020 – 26.5%) Effect on taxes of: Non-deductible expenses (210) (1,304) Non-taxable revenue (102) 89 Change in unrecognized temporary differences (4,592) 11,788 Other differences 31 31	8,783 $ 34,331 $ (357) (2,572) 138 389 (8,565) (37,344) (30) (188)
Total income tax expense (1,256) $ (3,815) $	(31) $ (5,384) $

JUNE 2021 – DUNDEE CORPORATION

Significant components of the Corporation’s deferred income tax assets and liabilities are as follows:

As at June 30,2021	December 31,2020
Deferred income tax assets Loss carry forwards 22,295 $ Capital and other assets 587 Reserves and accrued liabilities 1,580 Other 1,906	31,665 $ 659 2,029 2,382
Total deferred income tax assets 26,368	36,735
Deferred income tax liabilities Investments including equity accounted investments (20,647) Other (2,014)	(27,142) (6,919)
Total deferred income tax liabilities (22,661)	(34,061)
Net deferred income tax assets 3,707 $	2,674 $

A deferred income tax asset is only recognized when management believes it is more likely than not that the benefit will be recognized. Management believes that recognition of the deferred tax asset will occur with appreciation in the value of its investments.

At June 30, 2021, the Corporation had operating loss carry forwards of $445,196,000 (December 31, 2020 – $466,951,000) as summarized below:

		Recognized		Unrecognized		Total
Canadian	$	84,126	$	336,910	$	421,036
Non-Canadian		-		24,160		24,160
Total operatingloss carryforwards	$	84,126	$	361,070	$	445,196

The operating loss carry forwards which have not been recognized expire between 2022 and 2041. In addition, the Corporation had capital loss carry forwards of $278,358,000 (December 31, 2020 – $278,287,000) which do not expire. This benefit was not recognized in the consolidated financial statements.

JUNE 2021 – DUNDEE CORPORATION

2 1 . N E T ( L O S S ) E A R N I N G S P E R S H A R E

For the three months ended June 30,2021 June 30,2020	For the six months ended June 30,2021 June 30,2020
Net (loss) earnings attributable to owners of the parent (11,534) $ 52,241 $ Less: Dividends on Preference Shares, series 2 (379) (1,029) Dividends on Preference Shares,series 3 (525) (722)	(31,196) $ (114,117) $ (759) (2,058) (1,048) (1,446)
(12,438) $ 50,490 $	(33,003) $ (117,621) $
Represented by: Continuing operations (13,562) $ 52,030 $ Discontinued operations 1,124 (1,540) Weighted average number of shares outstanding during the period 87,758,707 103,092,515 Basic (loss) earnings per share Continuing operations (0.15) $ 0.50 $ Discontinued operations 0.01 (0.01)	(31,124) $ (115,143) $ (1,879) (2,478) 89,538,378 103,092,515 (0.35) $ (1.12) $ (0.02) (0.02)
(0.14) $ 0.49 $	(0.37) $ (1.14) $
Effect of dilutive securities on weighted average number of shares outstanding during the period n/a 2,292,704 Diluted (loss) earnings per share Continuing operations (0.15) $ 0.49 $ Discontinued operations 0.01 (0.01)	n/a n/a (0.35) $ (1.12) $ (0.02) (0.02)
(0.14) $ 0.48 $	(0.37) $ (1.14) $

2 2 . S U P P L E M E N T A L C A S H F L O W I N F O R M A T I O N

Items Not Affecting Cash and Other Adjustments

Items Not Affecting Cash and Other Adjustments
For the six months ended June 30,2021	June 30,2020
Depreciation and depletion 1,638 $ Net loss (income) from investments 10,689 Share of (earnings) loss from equity accounted investments (217) Deferred income taxes (708) Stock based compensation 988 Harvesting of livestock 4,891 Fair value changes in Royalty interest (note 8) 17,494 Contingent consideration (note 8) 4,207 Derivative financial liability (note 11) (7,303) Other 260	1,468 $ (30,968) 5,509 3,670 1,445 3,873 102,005 32,062 9,057 664
31,939 $	128,785 $
Changes in Non-Cash Working Capital Items
For the six months ended June 30,2021	June 30,2020
Accounts receivable 3,475 $ Accounts payable and accrued liabilities (3,488) Current income tax amounts 170 Agricultural inventory (4,211)	1,386 $ (9,683) (2,375) (2,090)
(4,054) $	(12,762) $

JUNE 2021 – DUNDEE CORPORATION

2 3 . F I N A N C I A L I N S T R U M E N T S

The following table summarizes those assets and liabilities that are included at their fair value in the Corporation’s consolidated statements of financial position, or those assets and liabilities for which fair value is otherwise disclosed in the accompanying notes to the consolidated financial statements. These assets and liabilities have been categorized into hierarchical levels, according to the significance of the inputs used in determining fair value measurements.

Carrying Value as at June 30,2021	Fair Value as at June 30,2021
	Quoted prices in Significant active markets other Significant for identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3)
Recurring Measurements Financial Assets Investments Publicly traded securities 100,253 $ Private investments 78,665 Debt securities 26,663 Warrants and options 3,590 Accounts receivable Contingent consideration 2,467 Resource assets Royaltyinterest 12,901	100,253 $ - $ - $ - - 78,665 - - 26,663 - 3,590 - - - 2,467 - - 12,901

A summary of changes in the fair value of level 3 financial assets during the six months ended June 30, 2021, is as follows:

		Private		Debt		Royalty		Contingent
		Investments		Securities		Interest		Consideration		Total
At December 31, 2020	$	80,056	$	26,257	$	31,156	$	6,831	$	144,300
For the six months ended June 30, 2021
New investments		6,730		-		-		-		6,730
Proceeds from sales of investments		-		(1,312)		-		-		(1,312)
Transfer to level 1		(6,116)		-		-		-		(6,116)
Changes in fair values		(2,008)		1,842		(17,494)		(4,207)		(21,867)
Translation adjustment		-		-		(761)		(157)		(918)
Other		3		(124)		-		-		(121)
At June 30, 2021	$	78,665	$	26,663	$	12,901	$	2,467	$	120,696

The transfer from Level 3 to Level 1 represents investments in private companies that have become public companies. Other than as described above, there have been no other transfers between the fair value hierarchy levels during the six months ended June 30, 2021.

A detailed description of the Corporation’s financial assets and financial liabilities and its associated risk management in respect thereof are provided in note 24 to the 2020 Audited Consolidated Financial Statements. Other than as described below and detailed in note 8, there have been no significant changes in the economic circumstances and the related financial risks that affect the Corporation’s valuation of financial assets and financial liabilities since December 31, 2020. Details on the related changes to estimates that have caused a material remeasurement of the Corporation’s financial instruments are described in note 8.

JUNE 2021 – DUNDEE CORPORATION

Sensitivity Analysis on the Valuation of the Royalty Interest

Significant variables in determining the estimated fair value of UHIC’s royalty interest include an estimate of future oil prices, an estimate of the probability and timing of success in the commercial production of oil and the determination of the appropriate discount rate to apply to expected cash flows. The Corporation cautions that developments in the global oil markets and/or possible operational and financial developments at Delonex, as described in note 8, could have a material negative impact on these significant variables.

In determining the estimated fair value of the royalty interest at June 30, 2021, UHIC assumed a forecasted Brent oil price of US$65.03/bbl or Cdn$80.60/bbl for 2023, escalating at 2% per year thereafter (December 31, 2020 – US$54.62/bbl or Cdn$69.54/bbl for 2023, escalating at 2% per year thereafter). If the Brent crude oil price volatility persists, this could have a significant negative impact on the valuation of the royalty interest, as the royalty interest is only payable when the average quarterly price of Brent crude oil is greater than US$45.00/bbl, and commercial production decisions and timing could be further impacted.

A 10% decrease in UHIC’s assumed 2023 forecasted Brent crude oil price to US$58.53/bbl or Cdn$72.54/bbl and escalating at 2% per year thereafter would reduce the royalty interest valuation by US$835,000 or Cdn$1,034,000.
A 10% decrease in the success probability would reduce the royalty interest by US$9,009,000 or Cdn$11,166,000.
A one-year delay in the production of first oil to 2026 would reduce the royalty interest by US$1,968,000 or Cdn$2,439,000.
In combination, a 10% decrease in the forecasted Brent crude oil price, along with a 10% decrease in the success probability and a one-year delay in production of first oil, would reduce the royalty interest by US$9,366,000 or Cdn$11,608,000.

Sensitivity Analysis on the Valuation of the Contingent Consideration associated with the Royalty Interest

The estimated fair value of the contingent consideration associated with the royalty interest is determined using a probability metric that estimates the likelihood of success and a discount rate applied to the estimated cash flows.

A 10% decrease in the success probability would reduce the contingent consideration valuation by US$1,725,000 or Cdn$2,138,000.
A one-year delay in the production of first oil to 2026 would reduce the contingent consideration by US$376,000 or Cdn$466,000.
In combination, a decrease in the success probabilities by 10% and a one-year delay in production of first oil would reduce the contingent consideration by US$1,775,000 or Cdn$2,201,000.

The Corporation continues to monitor the state of the global oil markets, operational and financial developments at Delonex as well as the political environment in Chad. A low Brent crude oil price and/or negative operational and financial developments at Delonex, as described in note 8, could have a material adverse effect on the carrying value of UHIC’s royalty interest and its associated contingent consideration if it were to negatively influence the commercial production decision. It is reasonably possible such a material adverse effect could result in the reduction of the carrying value of UHIC’s royalty interest and its associated contingent consideration to $nil.

2 4 . C A P I T A L M A N A G E M E N T

The Corporation defines the capital that it manages as the aggregate of its shareholders’ equity and corporate debt. The following table summarizes the carrying value of the Corporation’s capital as at June 30, 2021 and December 31, 2020.

As at June 30,2021	December 31,2020
Shareholders' equity 400,090 $ Corporate debt 26,365	456,029 $ 44,641
426,455 $	500,670 $

JUNE 2021 – DUNDEE CORPORATION

The Corporation’s objectives when managing capital include ensuring: (i) that the Corporation is able to meet its financial obligations as they become due whilst ensuring compliance with all applicable debt covenants; (ii) that the Corporation has sufficient capital to manage business activities in each of its operating segments; (iii) that the Corporation has sufficient capital available to benefit from acquisition opportunities, should they arise; (iv) that the Corporation and all of its regulated entities meet relevant regulatory capital requirements; and (v) adequate returns for shareholders. The Corporation regularly assesses its capital management practices in response to changing economic conditions.

Certain of the Corporation’s subsidiaries are subject to regulatory capital requirements. Compliance with these requirements requires that the subsidiaries maintain sufficient cash and other liquid assets on hand to maintain regulatory capital requirements, rather than using these liquid assets in connection with its business or otherwise. As at June 30, 2021 and December 31, 2020, these subsidiaries complied with all regulatory capital requirements.

Certain of the Corporation’s subsidiaries, including those in the development stage, may have significant liquidity risk without the continued financial support of Dundee Corporation.

2 5 . C O M M I T M E N T S , C O N T I N G E N C I E S A N D O F F - B A L A N C E S H E E T A R R A N G E M E N T S

A description of the Corporation’s commitments, contingencies and off-balance sheet arrangements is provided in note 26 to the Corporation’s 2020 Audited Consolidated Financial Statements.

Legal Contingencies

The Corporation and/or its subsidiaries are defendants in various legal actions. The defenses to these claims and the quantification of damages are yet to be determined and the amount of the loss, if any, cannot be determined at this time. The Corporation intends to vigorously defend itself against all legal claims. Although the ultimate outcome of these matters cannot be ascertained at this time and the results of legal proceedings cannot be predicted with certainty, it is the opinion of management, based on information currently available, that these are not material liabilities, adequate provisions have been made for any liabilities and the resolution of these matters will not have a material adverse effect on the consolidated financial position of the Corporation.

Tax Contingencies

As initially disclosed in the June 2018 Interim Consolidated Financial Statements, the Canada Revenue Agency (“CRA”) disagreed with a principal tax filing position during the audit of the December 31, 2014 taxation year even though the filing position had been accepted in prior taxation years. As a result, in October 2019, the Corporation received a notice of reassessment for $12.0 million. In order to stop interest from accruing, the Corporation remitted the full amount to the CRA. In August 2020, the CRA completed the audit of the December 31, 2015 and December 31, 2016 taxation years applying the CRA’s interpretation of the principal filing position. The audit denied certain tax deductions which required a reallocation of loss carry forwards and the Corporation remitted $1.8 million in respect of interest.

The Corporation continues to assert its principal filing position is correct and has filed objections to the notices of reassessment. Since the Corporation believes the CRA’s position is incorrect and expects to recover the amounts remitted, the $13.8 million (December 31, 2020 – $13.8 million) has been recorded in the consolidated financial statements as “ Deposit with taxation authority ”. The Corporation does not expect the change in filing position to result in a material change to the income taxes payable in respect of its 2017-2020 taxation years.

2 6 . R E L A T E D P A R T Y T R A N S A C T I O N S

There have been no significant changes in the nature and scope of related party transactions to those described in note 27 to the Corporation’s 2020 Audited Consolidated Financial Statements.

JUNE 2021 – DUNDEE CORPORATION

2 7 . S E G M E N T E D I N F O R M A T I O N

The Corporation’s reportable business segments are organized in a manner that reflects how management views those business activities. The tabular information that follows shows data of reportable segments reconciled to amounts reflected in these consolidated financial statements.

Business Entity	Business Activity
Corporate and Other Portfolio Holdings	Investments in public and private equity and debt securities in
	diversified industry segments
Goodman & Company, Investment Counsel Inc.	100%-owned private subsidiary registered as a portfolio manager
	and exempt market dealer across Canada and an investment fund
	manager in Ontario, Quebec and Newfoundland. This segment
	also includes the activities of Dundee Global Investment
	Management Inc. through which the Corporation previously
	explored certain wealth management strategies
United Hydrocarbon International Corp.	84%-owned private subsidiary engaged in oil and gas exploration
	through the holding of a royalty interest in the Republic of Chad
Dundee Sustainable Technologies Inc.	82%-owned publicly listed subsidiary developing patented
	sustainable precious and base metals extraction processes
Blue Goose Capital Corp.	88%-owned private subsidiary operating in organic and natural
(note 4)	protein processing and production
AgriMarine Holdings Inc.	100%-owned private aquaculture company focused on fish
	farming and sustainable aquaculture technologies
Dundee 360 Real Estate Corporation	100%-owned private subsidiary engaged in development and
	management of international hotel, resort, residential and
	commercial real estate projects

JUNE 2021 – DUNDEE CORPORATION

Segmented Operations for the Six Months Ended June 30, 2021

		Revenues and				Other Amounts		Net
		Other Income		Cost of Sales	in	Earnings(Loss)		Earnings(Loss)
Corporate and other portfolio holdings	$	1,035	$	-	$	(7,693)	$	(6,658)
Asset management and capital markets
Goodman & Company, Investment Counsel Inc.		2,701		-		(2,720)		(19)
Resource industry
United Hydrocarbon International Corp.		-		-		(22,151)		(22,151)
Dundee Sustainable Technologies Inc.		2,196		(1,629)		(2,167)		(1,600)
Agriculture industry
Blue Goose Capital Corp.		6,339		(9,433)		(242)		(3,336)
AgriMarine Holdings Inc.		3,462		(3,384)		(1,869)		(1,791)
Real estate industry
Dundee 360 Real Estate Corporation		1,089		-		(806)		283
Intersegment		(354)		-		354		-
		16,468		(14,446)		(37,294)		(35,272)
Less: Discontinued operations
Blue Goose Capital Corp.'s beef division		(6,339)		9,433		(967)		2,127
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND NON-CONTROLLING INTEREST	$	10,129	$	(5,013)	$	(38,261)		(33,145)
Income taxes								(31)
Non-controllinginterest								3,859
NET LOSS FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO OWNERS OF THE PARENT							$	(29,317)
Discontinued operations, before income taxes and non-controlling interest	$	6,339	$	(9,433)	$	967		(2,127)
Non-controllinginterest								248
NET LOSS FROM DISCONTINUED OPERATIONS
ATTRIBUTABLE TO OWNERS OF THE PARENT							$	(1,879)

Segmented Operations for the Six Months Ended June 30, 2020

		Revenues and				Other Amounts		Net
		Other Income		Cost of Sales	in	Earnings(Loss)		Earnings(Loss)
Corporate and other portfolio holdings	$	1,966	$	-	$	10,928	$	12,894
Asset management and capital markets
Goodman & Company, Investment Counsel Inc.		655		-		(2,297)		(1,642)
Resource industry
United Hydrocarbon International Corp.		-		-		(134,469)		(134,469)
Dundee Sustainable Technologies Inc.		1,521		(1,291)		(1,431)		(1,201)
Agriculture industry
Blue Goose Capital Corp.		6,335		(9,163)		(3,192)		(6,020)
AgriMarine Holdings Inc.		4,265		(3,994)		(1,956)		(1,685)
Real estate industry
Dundee 360 Real Estate Corporation		193		-		(414)		(221)
Intersegment		(1,631)		-		1,631		-
		13,304		(14,448)		(131,200)		(132,344)
Less: Discontinued operations
Blue Goose Capital Corp.'s beef division		(6,333)		9,163		(36)		2,794
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND NON-CONTROLLING INTEREST	$	6,971	$	(5,285)	$	(131,236)		(129,550)
Income taxes								(5,384)
Non-controllinginterest								23,295
NET LOSS FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO OWNERS OF THE PARENT							$	(111,639)
Discontinued operations, before income taxes and non-controlling interest	$	6,333	$	(9,163)	$	36		(2,794)
Non-controllinginterest								316
NET LOSS FROM DISCONTINUED OPERATIONS
ATTRIBUTABLE TO OWNERS OF THE PARENT							$	(2,478)

JUNE 2021 – DUNDEE CORPORATION

Segmented Operations for the Three Months Ended June 30, 2021

		Revenues and				Other Amounts		Net
		Other Income		Cost of Sales	in	Earnings(Loss)		Earnings(Loss)
Corporate and other portfolio holdings	$	432	$	-	$	560	$	992
Asset management and capital markets
Goodman & Company, Investment Counsel Inc.		1,186		-		(1,364)		(178)
Resource industry
United Hydrocarbon International Corp.		-		-		(12,350)		(12,350)
Dundee Sustainable Technologies Inc.		1,358		(1,006)		(1,153)		(801)
Agriculture industry
Blue Goose Capital Corp.		3,843		(4,946)		1,734		631
AgriMarine Holdings Inc.		1,831		(1,798)		(917)		(884)
Real estate industry
Dundee 360 Real Estate Corporation		241		-		(25)		216
Intersegment		(178)		-		178		-
		8,713		(7,750)		(13,337)		(12,374)
Less: Discontinued operations
Blue Goose Capital Corp.'s beef division		(3,843)		4,946		(2,377)		(1,274)
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND NON-CONTROLLING INTEREST	$	4,870	$	(2,804)	$	(15,714)		(13,648)
Income taxes								(1,256)
Non-controllinginterest								2,246
NET LOSS FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO OWNERS OF THE PARENT							$	(12,658)
Discontinued operations, before income taxes and non-controlling interest	$	3,843	$	(4,946)	$	2,377		1,274
Non-controllinginterest								(150)
NET EARNINGS FROM DISCONTINUED OPERATIONS
ATTRIBUTABLE TO OWNERS OF THE PARENT							$	1,124

Segmented Operations for the Three Months Ended June 30, 2020

		Revenues and				Other Amounts		Net
		Other Income		Cost of Sales	in	Earnings(Loss)		Earnings(Loss)
Corporate and other portfolio holdings	$	973	$	-	$	73,695	$	74,668
Asset management and capital markets
Goodman & Company, Investment Counsel Inc.		457		-		(1,169)		(712)
Resource industry
United Hydrocarbon International Corp.		-		-		(16,978)		(16,978)
Dundee Sustainable Technologies Inc.		1,176		(825)		(401)		(50)
Agriculture industry
Blue Goose Capital Corp.		2,808		(3,336)		(2,785)		(3,313)
AgriMarine Holdings Inc.		2,073		(1,858)		(991)		(776)
Real estate industry
Dundee 360 Real Estate Corporation		84		-		(248)		(164)
Intersegment		(826)		-		826		-
		6,745		(6,019)		51,949		52,675
Less: Discontinued operations								-
Blue Goose Capital Corp.'s beef division		(2,807)		3,336		1,208		1,737
EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND NON-CONTROLLING INTEREST	$	3,938	$	(2,683)	$	53,157		54,412
Income taxes								(3,815)
Non-controllinginterest								3,184
NET EARNINGS FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO OWNERS OF THE PARENT							$	53,781
Discontinued operations, before income taxes and non-controlling interest	$	2,807	$	(3,336)	$	(1,208)		(1,737)
Non-controllinginterest								197
NET LOSS FROM DISCONTINUED OPERATIONS
ATTRIBUTABLE TO OWNERS OF THE PARENT							$	(1,540)

JUNE 2021 – DUNDEE CORPORATION

Segmented Net Assets as at June 30, 2021

Segmented Net Assets as at June 30, 2021
	ASSETS	LIABILITIES	NET ASSETS
	Deferred Other Cash Investments Income Taxes Assets Total	Corporate Other Debt Liabilities Total
Corporate and other portfolio holdings Asset management and capital markets Goodman & Company, Investment Counsel Inc. Resource industry United Hydrocarbon International Corp. Dundee Sustainable Technologies Inc. Agriculture industry Blue Goose Capital Corp. AgriMarine Holdings Inc. Real estate industry Dundee 360 Real Estate Corporation	69,695 $ 230,202 $ 4,150 $ 16,787 $ 320,834 $ 15,776 1,489 - 1,415 18,680 3,125 - - 21,135 24,260 831 - - 7,579 8,410 1,337 - - 68,613 69,950 223 - - 15,203 15,426 931 6,414 (443) 1,241 8,143	- $ (8,868) $ (8,868) $ - (1,192) (1,192) - (135) (135) (4,593) (3,151) (7,744) (39,135) (2,904) (42,039) - (4,618) (4,618) - (1,653) (1,653)	311,966 $ 17,488 24,125 666 27,911 10,808 6,490
Total Less: Net assets and liabilities held for sale	91,918 238,105 3,707 131,973 465,703 (1,040) - - (68,605) (69,645)	(43,728) (22,521) (66,249) 17,363 2,594 19,957	399,454 (49,688)
Total	90,878 $ 238,105 $ 3,707 $ 63,368 $ 396,058 $	(26,365) $ (19,927) $ (46,292) $	349,766 $

Segmented Net Assets as at December 31, 2020

	ASSETS	LIABILITIES	NET ASSETS
	Deferred Other Cash Investments Income Taxes Assets Total	Corporate Other Debt Liabilities Total
Corporate and other portfolio holdings Asset management and capital markets Goodman & Company, Investment Counsel Inc. Resource industry United Hydrocarbon International Corp. Dundee Sustainable Technologies Inc. Agriculture industry Blue Goose Capital Corp. AgriMarine Holdings Inc. Real estate industry Dundee 360 Real Estate Corporation	111,380 $ 244,401 $ 3,090 $ 19,838 $ 378,709 $ 3,803 1,113 - 2,914 7,830 3,488 - - 43,909 47,397 927 - - 7,626 8,553 2,233 - - 70,301 72,534 28 - - 15,859 15,887 711 7,136 (416) 1,118 8,549	- $ (21,147) $ (21,147) $ - (1,512) (1,512) - (44) (44) (4,371) (2,142) (6,513) (40,270) (3,237) (43,507) - (4,919) (4,919) - (1,894) (1,894)	357,562 $ 6,318 47,353 2,040 29,027 10,968 6,655
Total	122,570 $ 252,650 $ 2,674 $ 161,565 $ 539,459 $	(44,641) $ (34,895) $ (79,536) $	459,923 $

JUNE 2021 – DUNDEE CORPORATION

2 8 . S U B S E Q U E N T E V E N T S

AgriMarine Holdings Inc. (“AgriMarine”)

On August 5, 2021, there was a temporary loss of power related to the swapping out of a generator at the AgriMarine’s facility which resulted in a subsequent lack of circulation and oxygen in the closed-containment tanks. While the quantum cannot yet be determined, AgriMarine anticipates inventory losses which will result in lower levels of cash inflow in future quarters. Therefore, AgriMarine may require additional funding from the Corporation to carry on its business plans.

Subordinated Loan Advanced to Eight Capital

On August 9, 2021, the Corporation entered into amending agreements with Eight Capital to settle the $12,375,000 subordinated loan and the royalty payments which are included in these consolidated statements of financial statements as “ Investments ”. Pursuant to the amending agreements, Eight Capital will pay an aggregate of $15,000,000 to settle its loan balance and royalty obligation upon three installments. Of the total installments, $13,860,000 will be applied to settle the subordinated loan and the balance will be applied against the royalty payment to the Corporation. The royalty obligation from Eight Capital to the Corporation will cease after the receipt of the first installment. Interest on all unpaid balances after the first installment continues to bear interest at 10% per annum. In the event of default under the amending agreements, Eight Capital is required to revert to the terms of the original agreements. The amending agreements are subject to IIROC approval.

JUNE 2021 – DUNDEE CORPORATION

AI assistant

Dundee Corporation — Interim / Quarterly Report 2021

42698_rns_2021-08-11_f4fe8ac1-0282-4500-8f38-ad5b006886af.pdf

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)

Subsequent Events (note 28)

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

DUNDEE CORPORATION CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

DUNDEE CORPORATION NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 . N A T U R E O F O P E R A T I O N S

2 . B A S I S O F P R E P A R A T I O N

Accounting Standards, Interpretations and Amendments to Existing Standards not yet Effective

3 . C R I T I C A L A C C O U N T I N G J U D G M E N T S , E S T I M A T E S A N D A S S U M P T I O N S

COVID-19

4 . A S S E T S A N D L I A B I L I T I E S H E L D F O R S A L E A N D D I S C O N T I N U E D O P E R A T I O N S

Blue Goose Capital Corp.’s Beef Division

Net Assets Held for Sale

5 . A C Q U I S I T I O N S A N D D I L U T I O N S O F I N T E R E S T S I N S U B S I D I A R I E S

Change of Ownership Interests in Subsidiaries

6 . I N V E S T M E N T S

Cost and Fair Value of Investments

Net (Loss) Income from Investments

7 . E Q U I T Y A C C O U N T E D I N V E S T M E N T S

8 . R E S O U R C E A S S E T S

9 . L I V E S T O C K

Livestock in Continuing Operations

Livestock in Held for Sale

1 0 . C A P I T A L A N D O T H E R A S S E T S

Capital and Other Assets in Continuing Operations

Capital and Other Assets in Held for Sale

1 1 . D E R I V A T I V E F I N A N C I A L L I A B I L I T Y

1 2 . C O R P O R A T E D E B T

Credit Facilities, Corporate

Margin Account

Loan Facilities, Blue Goose Capital Corp.

Loan Facilities, Dundee Sustainable Technologies Inc. (“Dundee Technologies”)

Interest Expense Incurred on Corporate Debt

1 3 . L E A S E L I A B I L I T I E S

Lease Liabilities in Continuing Operations

Lease Liabilities in Held for Sale

1 4 . P R E F E R E N C E S H A R E S

Normal Course Issuer Bid (“NCIB”)

Issued and Outstanding Preference Shares, series 2

Issued and Outstanding Preference Shares, series 3

1 5 . S H A R E C A P I T A L

Issued and Outstanding

Substantial Issuer Bid

Normal Course Issuer Bid

Accumulated Other Comprehensive Income

1 6 . N O N - C O N T R O L L I N G I N T E R E S T

1 7 . R E V E N U E S A N D O T H E R I N C O M E

Revenues and Other Income from Continuing Operations

1 8 . S H A R E I N C E N T I V E P L A N A R R A N G E M E N T S

Share Purchase Plan

Share Option Plan

Share Bonus Plan

Deferred Share Unit Plan

Stock Based Compensation

1 9 . G E N E R A L A N D A D M I N I S T R A T I V E E X P E N S E S B Y N A T U R E

General and Administrative Expenses in Continuing Operations

2 0 . I N C O M E T A X E S

2 1 . N E T ( L O S S ) E A R N I N G S P E R S H A R E

2 2 . S U P P L E M E N T A L C A S H F L O W I N F O R M A T I O N

Items Not Affecting Cash and Other Adjustments

2 3 . F I N A N C I A L I N S T R U M E N T S

Sensitivity Analysis on the Valuation of the Royalty Interest

Sensitivity Analysis on the Valuation of the Contingent Consideration associated with the Royalty Interest

2 4 . C A P I T A L M A N A G E M E N T

2 5 . C O M M I T M E N T S , C O N T I N G E N C I E S A N D O F F - B A L A N C E S H E E T A R R A N G E M E N T S

Legal Contingencies

Tax Contingencies

2 6 . R E L A T E D P A R T Y T R A N S A C T I O N S

2 7 . S E G M E N T E D I N F O R M A T I O N

Segmented Operations for the Six Months Ended June 30, 2021

Segmented Operations for the Six Months Ended June 30, 2020

Segmented Operations for the Three Months Ended June 30, 2021

Segmented Operations for the Three Months Ended June 30, 2020

Segmented Net Assets as at June 30, 2021

Segmented Net Assets as at December 31, 2020

Dundee Corporation Interim / Quarterly Report 2021