Dundee Corporation

THIS AMENDED LETTER OF TRANSMITTAL SUPERSEDES AND REPLACES IN ALL RESPECTS THE LETTER OF TRANSMITTAL FILED PREVIOUSLY IN CONNECTION WITH THE ORIGINAL OFFER (AS DEFINED HEREIN). ALL REGISTERED SHAREHOLDERS WHO WISH TO PARTICIPATE MUST TENDER THEIR SERIES 2 SHARES IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH HEREIN AND IN THE ACCOMPANYING NOTICE OF VARIATION AND EXTENSION DATED AUGUST 26, 2020.

The instructions accompanying this Amended Letter of Transmittal should be read carefully before this Amended Letter of Transmittal is completed. The Information Agent, the Depositary or your investment dealer, stock broker, bank manager, trust company or other nominee can assist you in completing this Amended Letter of Transmittal.

AMENDED LETTER OF TRANSMITTAL

To Deposit

Cumulative 5-Year Rate Reset First Preference Shares, Series 2 (the “Series 2 Shares”)

of

Pursuant to the Offer to Purchase dated July 22, 2020, as amended by the Notice of Variation and Extension dated August 26, 2020

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME) ON SEPTEMBER 8, 2020, UNLESS THE OFFER IS EXTENDED, WITHDRAWN OR VARIED.

The Depositary for the Offer is:

Computershare Investor Services Inc.

By Mail

Computershare Investor Services Inc. P.O. Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attention: Corporate Actions

By Registered Mail, Hand or Courier

Computershare Investor Services Inc. 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1 Attention: Corporate Actions

Telephone (outside North America): 1-514-982-7555 Toll Free (within North America): 1-800-564-6253 E-mail for general inquiries only: [email protected]

This Amended Letter of Transmittal, or a manually executed photocopy thereof, in each case properly completed and duly executed, together with all other required documents, must accompany certificates in proper form of transfer (satisfied by delivering original share certificates, if such Series 2 Shares are held in certificated form, unless such certificates have been previously submitted pursuant to the Original Offer) for the Series 2 Shares

deposited pursuant to the offer to purchase (“Offer to Purchase”) dated July 22, 2020 (the “Original Offer”), as amended by the notice of variation and extension dated August 26, 2020 (“Notice of Variation and Extension” and, together with the Original Offer, and any subsequent amendments, supplements or variations thereto, the “Offer”) made by Dundee Corporation (the “Corporation”) to holders of Series 2 Shares (“Shareholders”) and must be delivered or sent to and received by the Depositary at one of the addresses set forth above on or prior to the Expiry Time.

The terms and conditions of the Offer to Purchase, the issuer bid circular (the “Circular”) dated July 22, 2020 and the Notice of Variation and Extension are incorporated by reference in this Amended Letter of Transmittal. Capitalized terms used but not defined in this Amended Letter of Transmittal have the meanings ascribed to them in the Offer to Purchase and Circular and the Notice of Variation and Extension and to the extent of a discrepancy between the Offer to Purchase and Circular and the Notice of Variation and Extension, the Notice of Variation and Extension shall prevail. Shareholders should carefully consider the income tax consequences of depositing Series 2 Shares under the Offer. See the section entitled “Certain Canadian Federal Income Tax Considerations” in the Circular. Please read carefully the instructions set forth below before completing this Amended Letter of Transmittal.

IF A SHAREHOLDER HAS PREVIOUSLY TENDERED SERIES 2 SHARES BEFORE THE DATE OF THE NOTICE OF VARIATION AND EXTENSION, SUCH TENDER IS NO LONGER VALID, AND THE SHAREHOLDER WILL BE REQUIRED TO PROPERLY RETENDER THEIR SERIES 2 SHARES TO ACCEPT THE OFFER. FOR GREATER CERTAINTY, ANY AND ALL SERIES 2 SHARES PREVIOUSLY TENDERED BEFORE THE DATE OF THE NOTICE OF VARIATION AND EXTENSION WILL BE DEEMED TO BE WITHDRAWN, AND THE SHAREHOLDER MUST TAKE ADDITIONAL STEPS IF THEY WISH TO PARTICIPATE IN THE OFFER.

REGISTERED SHAREHOLDERS WHO BEFORE THE DATE OF THE NOTICE OF VARIATION AND EXTENSION PREVIOUSLY SUBMITTED A LETTER OF TRANSMITTAL (IN ITS PREVIOUS FORM) WITH THEIR SHARE CERTIFICATE(S) WHO WISH TO TENDER THEIR SERIES 2 SHARES TO THE OFFER ARE REQUIRED TO SUBMIT THIS AMENDED LETTER OF TRANSMITTAL TO THE DEPOSITARY, WHICH FOR THE PURPOSE OF THE OFFER, WILL BE DEEMED TO BE SUBMITTED WITH ANY SHARE CERTIFICATE(S) PREVIOUSLY DELIVERED TO AND CURRENTLY HELD BY THE DEPOSITARY. IF A REGISTERED SHAREHOLDER WHO BEFORE THE DATE OF THE NOTICE OF VARIATION AND EXTENSION PREVIOUSLY TENDERED SERIES 2 SHARES DOES NOT SUBMIT AN AMENDED LETTER OF TRANSMITTAL, THE PREVIOUSLY TENDERED SERIES 2 SHARES, IN THE ABSENCE OF AN AMENDED LETTER OF TRANSMITTAL, ARE NO LONGER VALIDLY TENDERED AND WILL NOT BE ACCEPTED FOR TAKE-UP AND PAYMENT, IN WHICH CASE THE DEPOSITARY WILL RETURN SUCH PREVIOUSLY TENDERED SERIES 2 SHARES PROMPTLY FOLLOWING THE EXPIRATION OF THE OFFER. SHAREHOLDERS WHO BEFORE THE DATE OF THE NOTICE OF VARIATION AND EXTENSION SUBMITTED A NOTICE OF GUARNATEED DELIVERY (IN ITS PREVIOUS FORM) ARE REQUIRED TO SUBMIT AN AMENDED NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY.

Any questions or requests for assistance may be directed to the Information Agent or the Depositary at the addresses, telephone numbers and email addresses set forth on the front or back cover page of this Amended Letter of Transmittal, as applicable. Additional copies of the Offer to Purchase and Circular, the Notice of Variation and Extension, this Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery may be obtained from the Information Agent or the Depositary. Manually executed photocopies of this Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery will be accepted. Shareholders may also contact their investment dealer, stock broker, bank manager, trust company or other nominee for assistance concerning the Offer.

TO: DUNDEE CORPORATION (the “Corporation”)

AND TO: COMPUTERSHARE INVESTOR SERVICES INC., as depositary (the “Depositary”)

The undersigned delivers to the Corporation the enclosed certificate(s) for Series 2 Shares (or has previously delivered the certificate(s) to the Depositary) and, subject only to the provisions of the Offer regarding withdrawal, irrevocably accepts the Offer for such Series 2 Shares upon the terms and conditions contained in the Offer. The following are the details of the enclosed certificate(s) (or certificate(s) previously delivered to the Depositary):

DESCRIPTION OF SERIES 2 SHARES DEPOSITED (See Instructions 3 and 4)

Names(s) and Address(es) of Registered Owner(s) (Please Fill in Exactly as Name(s) Appear(s) on Series 2 Share Certificate(s))


Series 2 Shares Deposited (Attach signed list if necessary)
Series 2 Share Certificate Number(s)	Number of Series 2 Shares Represented by Certificate(s)	Number of Series 2 Shares Deposited*



Total Series 2 Shares Deposited

If you desire to deposit fewer than all of the Series 2 Shares evidenced by any share certificates listed above, indicate in this column the number of Series 2 Shares you wish to deposit. Otherwise, all Series 2 Shares evidenced by such share certificates will be considered to have been deposited. See Instruction 4 in this Amended Letter of Transmittal.

Delivery of this instrument to an address of the Depositary other than those shown on the front or back cover page does not constitute a valid delivery.

SHAREHOLDERS WHO WISH TO DEPOSIT SERIES 2 SHARES UNDER THE OFFER AND WHOSE SERIES 2 SHARES ARE HELD THROUGH AN INVESTMENT DEALER, STOCK BROKER, BANK, TRUST COMPANY OR OTHER NOMINEE SHOULD IMMEDIATELY CONTACT SUCH NOMINEE IN ORDER TO TAKE THE NECESSARY STEPS TO BE ABLE TO DEPOSIT SUCH SERIES 2 SHARES UNDER THE OFFER.

Shareholders whose certificates are not immediately available or who cannot deliver to the Depositary their certificates for Series 2 Shares and all other documents which this Amended Letter of Transmittal requires by the Expiry Time may only deposit their Series 2 Shares according to the guaranteed delivery procedure set forth under the heading “Procedure for Depositing Series 2 Shares” of the Offer to Purchase. See Instruction 2 in this Amended Letter of Transmittal.

The undersigned hereby deposits to the Corporation the above-described Series 2 Shares at the Amended Purchase Price, payable in cash (subject to applicable withholding taxes, if any) and upon the terms and subject to the conditions set forth in the Offer to Purchase and Circular, the Notice of Variation and Extension, this Amended

Letter of Transmittal and the Amended Notice of Guaranteed Delivery (all such documents, as amended or supplemented from time to time, collectively constitute and are herein referred to as, the “Offer Documents”).

Subject to and effective as of the time at which the Corporation takes up the Series 2 Shares deposited hereby in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Corporation all rights, title and interest in and to all Series 2 Shares deposited hereby, and hereby irrevocably constitutes and appoints the Depositary as attorney-in-fact of the undersigned with respect to such Series 2 Shares with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

(a) deliver certificates for such Series 2 Shares, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Corporation upon receipt by the Depositary, as the undersigned’s agent, of the Amended Purchase Price;
(b) present certificates for such Series 2 Shares for cancellation and transfer on the Corporation’s books; and
(c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Series 2 Shares, subject to the next paragraph, all in accordance with the terms of the Offer.

The undersigned hereby covenants, represents and warrants that:

(a) the undersigned understands that depositing Series 2 Shares under the procedures described in the Offer Documents and the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer;
(b) the undersigned is the registered holder of the Series 2 Shares deposited hereby and has full power and authority to deposit, sell, assign and transfer the Series 2 Shares and any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or in respect of the deposited Series 2 Shares to Shareholders of record on or after the date that the Corporation takes up and accepts for purchase the deposited Series 2 Shares;
(c) when and to the extent the Corporation accepts the Series 2 Shares for payment, the Corporation will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, charges, hypothecs, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, including, without limitation, the right to any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or in respect of such Series 2 Shares to Shareholders of record on or after the date that the Corporation takes up and accepts for payment such Series 2 Shares; provided, however, that any dividends or distributions that may be paid, issued, distributed, made or transferred on or in respect of such Series 2 Shares to Shareholders of record prior to the date upon which such Series 2 Shares are taken up and accepted for payment under the Offer shall be for the account of the undersigned;
(d) on request, the undersigned will execute and deliver any additional documents, transfers and other assurances that the Depositary or the Corporation deems necessary or desirable to complete the sale, assignment and transfer of the Series 2 Shares deposited hereby;
(e) the surrender of the undersigned’s Series 2 Shares complies with applicable laws;
(f) all information inserted by or on behalf of the undersigned into this Amended Letter of Transmittal is accurate; and
(g) the undersigned has read and agrees to all of the terms of the Offer (including the Offer to Purchase, the Notice of Variation and Extension and this Amended Letter of Transmittal).

The names and addresses of the registered owners should be printed, if they are not already printed above, as they appear on the certificates representing Series 2 Shares deposited hereby. The certificates representing Series 2

Shares deposited and the number of Series 2 Shares that the undersigned wishes to deposit should all be indicated in the appropriate columns.

The undersigned understands and acknowledges that, upon the terms and subject to the satisfaction or waiver by Dundee of the conditions of the Offer, each Shareholder who has properly deposited Series 2 Shares, and who has not properly withdrawn such Series 2 Shares, will receive $19.50 per Series 2 Share (the “Amended Purchase Price”), payable in cash (subject to applicable withholding taxes, if any), for all Series 2 Shares purchased upon the terms and subject to the conditions of the Offer, as described in the Offer to Purchase and Circular, the Notice of Variation and Extension and this Amended Letter of Transmittal.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Corporation may terminate or amend the Offer or may not be required to purchase any of the Series 2 Shares deposited hereby. The undersigned understands and acknowledges that certificate(s) for any Series 2 Shares not deposited or not purchased will be returned to the undersigned as directed in Box A – “Delivery Instructions” and, if applicable, Box B – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to” below. The undersigned recognizes that the Corporation has no obligation, pursuant to the Offer, to transfer any certificates for Series 2 Shares from the name of the registered owner.

The undersigned understands and acknowledges that the proper deposit of Series 2 Shares pursuant to the procedures described above will constitute a binding agreement between the undersigned and the Corporation, effective as of the time at which the Corporation takes up such Series 2 Shares deposited by the depositing Shareholder, upon the terms and subject to the conditions of the Offer.

The undersigned understands and acknowledges that payment for Series 2 Shares accepted for purchase under the Offer will be made by the Corporation by depositing the aggregate purchase price for such Series 2 Shares with the Depositary (by bank transfer or other means satisfactory to the Depositary, acting reasonably), who will act as agent for Shareholders who have properly deposited Series 2 Shares in acceptance of the Offer and have not withdrawn them for the purposes of receiving payment from the Corporation and transmitting payment to such depositing Shareholders. The Depositary will also coordinate with CDS with respect to Shareholders who have deposited Series 2 Shares by way of book-entry transfer which are taken up and accepted for payment by the Corporation, to arrange for payment to be made to such Shareholders in accordance with the applicable settlement procedures of CDS. The undersigned further understands and acknowledges that receipt by the Depositary from the Corporation of payment for such Series 2 Shares will be deemed to constitute receipt of payment by such Shareholders. Under no circumstances will interest be paid by the Corporation or the Depositary by reason of any delay in paying for any Series 2 Shares or otherwise.

The undersigned instructs the Corporation and the Depositary to issue the cheque for the purchase price for such of the deposited Series 2 Shares that are taken up by the Corporation to the order of the person identified in Box B – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to” and to mail such cheque to the address indicated in Box B – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to”, unless the “Hold for Pick-up” option in Box A – “Delivery Instructions” is checked. Such payment will be made in Canadian dollars.

All authority conferred or agreed to be conferred in this Amended Letter of Transmittal shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the undersigned, and all obligations of the undersigned under this Amended Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase and the Notice of Variation and Extension, this deposit is irrevocable.

If a share certificate has been lost, stolen or destroyed, this Amended Letter of Transmittal, including Box F – “Lost, Stolen or Destroyed Certificates” should be completed as fully as possible and forwarded to the Depositary, together with a letter describing the loss, theft or destruction and providing a telephone number. The Depositary will respond with the replacement requirements, which include certain additional documents that must be signed in order to obtain replacement certificate(s) and the payment of the required lost certificate fee.

The undersigned agrees not to exercise any of the rights or privileges attaching to any of such deposited Series 2 Shares or otherwise act with respect thereto. The undersigned covenants and agrees further to execute and deliver to the Corporation, provided not contrary to any applicable law, at any time and from time to time, as and when

requested by, and at the expense of the Corporation, any and all instructions of proxy, authorization or consent, in form and on terms satisfactory to the Corporation, in respect of any such deposited Series 2 Shares. The undersigned covenants and agrees further to designate in any such instruments of proxy the person or persons specified by the Corporation as the proxy holder of the undersigned in respect of such deposited Series 2 Shares.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned and both of you shall be deemed to have required that any contract evidenced by the Offer as accepted through this Amended Letter of Transmittal, as well as all documents related thereto, be written exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinaires sont présumés avoir requis que tout contrat atteste par l’offre et son acceptation par cette envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise .

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BOX A DELIVERY INSTRUCTIONS

□ Mail cheque and/or certificates for Series 2 Shares to address on record. If more than one box is checked or if no box is checked, this will be the default option.

□ Mail cheque and/or certificates for Series 2 Shares to an address other than the address on record. If this box is checked, you MUST complete Box B.

□ Hold cheque and/or certificates for Series 2 Shares for pick-up at the office of the Depositary located in the city of: □ Vancouver □ Calgary □ Toronto □ Montreal

BOX B

ISSUE CHEQUE AND/OR CERTIFICATE(S) IN THE NAME OF AND SEND CHEQUE AND/OR CERTIFICATE(S) TO (UNLESS THE “HOLD FOR PICK-UP” OPTION IN BOX A IS CHECKED):

(please print)

□ Check box if same as existing registration and to name and address on record. Unless the “Hold for Pick-up” option in Box A is checked, this will be the default option for delivery. Otherwise, provide the details requested below*.

Name: Street Address and Number: City and Province or State: Country and Postal (Zip) Code: Telephone – Business Hours: Social Insurance or Social Security Number:

* If the name or address details provided are different from your registration name or address details on record, please provide supporting transfer requirements (see Instruction 6).

BOX C JURISDICTION OF RESIDENCE (See Instruction 9)

The Shareholder [□ is] [□ is not] a resident of Canada for purposes of the Income Tax Act (Canada) (“ Tax Act ”).

Note: A non-resident of Canada is a person that is not resident, or deemed not to be resident, in Canada for purposes of the Tax Act or a partnership that is not a “Canadian partnership” as defined in the Tax Act. If you are uncertain as to your residency or the residency of the beneficial holder(s) of the Series 2 Shares, you should consult your tax advisor.

The remainder of this Box is for non-residents of Canada only:

The Shareholder [□ is] [□ is not] a resident of a country with which Canada has entered into an income tax treaty under which the Shareholder is entitled to the full benefits provided by such treaty. If the Shareholder is a non-resident of Canada entitled to benefits of a treaty between Canada and their country of residence, please complete and submit a copy of form NR301 – “Declaration of Eligibility for Benefits Under a Tax Treaty for a Non-Resident Taxpayer” or, if applicable, form NR302 or NR303, as per Instruction 10.

If the non-resident Shareholder is entitled to full benefits under such treaty, complete the following:

Number of Series 2 Shares held by a non-resident or held for, on behalf of, or for the benefit of, a non-resident:

Country of Residence:

BOX D SHAREHOLDER(S) SIGN HERE (See Instructions 1 and 5)

This Amended Letter of Transmittal must be duly executed by registered owner(s) exactly as such owner(s) name(s) appear(s) on certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificate(s) and documents transmitted with this Amended Letter of Transmittal. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other legal representative acting in a fiduciary or representative capacity, please set forth the full title. See Instruction 5.

Authorized Signature(s): (Shareholder(s) or Legal Representative) Name(s): Street Address and Number: City and Province or State: Country and Postal (Zip) Code: Area Code and Telephone Number: If a Canadian Shareholder, Social Insurance Number: If a United States Shareholder, Taxpayer Identification Number or Social Security Number: Date:

BOX E SIGNATURE GUARANTEE (See Instruction 1)

Authorized Signature: (Guarantor) Name: Name of Firm: Title: Street Address and Number: City and Province or State: Country and Postal (Zip) Code: Area Code and Telephone Number: Date:

BOX F LOST, STOLEN OR DESTROYED CERTIFICATES

To be completed ONLY if certificates representing Series 2 Shares being deposited have been lost, stolen or destroyed. The undersigned has either ( check one ):

□ lost his or her certificate(s) representing Series 2 Shares;

□ had his or her certificate(s) representing Series 2 Shares stolen; or

□ had his or her certificate(s) representing Series 2 Shares destroyed.

If a certificate representing Series 2 Shares has been lost, stolen or destroyed, this Amended Letter of Transmittal, including this Box F, must be completed as fully as possible and forwarded, together with a letter describing the loss, theft or destruction and providing a telephone number, to the Depositary. The Depositary will respond with the replacement requirements.

BOX G

Indicate whether you are a U.S. Shareholder (as defined below) or are acting on behalf of a U.S. Shareholder

(please check the appropriate box)

□ The owner signing above represents that it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder; OR

□ The owner signing above represents that it is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.

A “U.S. Shareholder” is any Shareholder that is either (A) providing an address in Box B that is located within the United States or any territory or possession thereof, or (B) a U.S. person for United States federal income tax purposes. If you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder, then in order to avoid backup withholding of U.S. federal income tax you must complete the Form W-9 included below or otherwise provide certification that you are exempt from backup withholding, as provided in the instructions.

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INSTRUCTIONS Forming Part of the Terms of the Offer

Signature Guarantees. No guarantee of a signature is required on this Amended Letter of Transmittal if: (i) this Amended Letter of Transmittal is signed by the registered holder of the Series 2 Shares deposited with this Amended Letter of Transmittal exactly as the name of the registered holder appears on the share certificate deposited herewith, and payment and delivery are to be made directly to such registered holder at the name and address on record, or (ii) the Series 2 Shares are deposited for the account of an Eligible Institution.

In all other cases, an Eligible Institution must guarantee all signatures on this Amended Letter of – Transmittal by completing Box E “Signature Guarantee”. “Eligible Institution” refers to a Canadian Schedule I chartered bank, a participating organization of Toronto Stock Exchange Inc., a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada (IIROC), members of the Financial Industry Regulatory Authority (FINRA) or banks and trust companies in the United States.

Delivery of Amended Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. Certificates for all physically deposited Series 2 Shares together with a properly completed and duly executed Amended Letter of Transmittal (or manually executed photocopy thereof) and any other documents required by this Amended Letter of Transmittal, should be hand delivered, couriered or mailed to the Depositary at the appropriate address set forth herein and must be received by the Depositary on or before the Expiry Time.

Shareholders whose certificates are not immediately available or who cannot deliver certificates for Series 2 Shares and all other required documents to the Depositary on or prior to the Expiry Time or complete the procedures for book-entry transfer prior to the Expiry Time, may deposit their Series 2 Shares by or through any Eligible Institution by properly completing and duly executing and delivering an Amended Notice of Guaranteed Delivery substantially in the form provided by the Corporation (or a manually executed photocopy thereof) to the Depositary at its office in Toronto (Ontario), as set out in the Amended Notice of Guaranteed Delivery, on or before the Expiry Time, which must include a guarantee by an Eligible Institution in the form set forth in the Amended Notice of Guaranteed Delivery, and by otherwise complying with the guaranteed delivery procedure as set forth in the Offer to Purchase under “Procedure for Depositing Series 2 Shares – Procedure for Guaranteed Delivery”. Pursuant to such guaranteed delivery procedure, the certificates for all physically deposited Series 2 Shares, as well as a properly completed and duly executed Amended Letter of Transmittal (or a manually executed photocopy thereof), relating to such Series 2 Shares, with signatures guaranteed if so required in accordance with this Amended Letter of Transmittal, and all other documents required by this Amended Letter of Transmittal, must be received by the Toronto (Ontario) office of the Depositary before 5:00 p.m. (Toronto time) on or before the second trading day on the Toronto Stock Exchange after the Expiration Date. See “Procedure for Depositing Series 2 Shares” in the Offer to Purchase.

The Amended Notice of Guaranteed Delivery may be hand delivered, couriered, mailed or transmitted by email transmission to the Toronto (Ontario) office of the Depositary listed in the Amended Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in the Amended Notice of Guaranteed Delivery. For Series 2 Shares to be validly tendered pursuant to the guaranteed delivery procedure, the Depositary must receive the Amended Notice of Guaranteed Delivery prior to the Expiry Time.

Notwithstanding any other provision hereof, payment for Series 2 Shares deposited and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Series 2 Shares, or timely confirmation of the book-entry transfer of such Series 2 Shares, a properly completed and duly executed Amended Letter of Transmittal (or a manually executed photocopy thereof) relating to such Series 2 Shares, with signatures that are guaranteed if so required, and any other documents

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required by the Amended Letter of Transmittal, or in the case of a book-entry transfer, a Book-Entry Confirmation through the CDSX system (in the case of Series 2 Shares held in CDS).

The tender information specified in an Amended Notice of Guaranteed Delivery by a person completing such Amended Notice of Guaranteed Delivery will, in all circumstances, take precedence over any inconsistent tender information that is specified in the related Amended Letter of Transmittal that is subsequently delivered.

The method of delivery of certificates representing Series 2 Shares, if any, and all other required documents is at the option and risk of the depositing Shareholder. Delivery of a share certificate representing Series 2 Shares will only be treated as having been made upon actual receipt of such share certificate representing Series 2 Shares by the Depositary. If certificates representing Series 2 Shares are to be sent by mail, registered mail with return receipt requested, properly insured, is recommended and the mailing must be made sufficiently in advance of the Expiration Date to permit delivery to the Depositary on or prior to the Expiry Time. Shareholders whose Series 2 Shares are registered in the name of an investment dealer, stock broker, bank, trust company or other nominee should immediately contact such persons in order to take the necessary steps to be able to deposit such Series 2 Shares under the Offer.

The Corporation will not purchase any fractional Series 2 Shares, nor will it accept any alternative, conditional or contingent deposits. All depositing Shareholders, by execution of this Amended Letter of Transmittal (or a manually executed photocopy thereof), waive any right to receive any notice of the acceptance of their deposit.

Inadequate Space . If the space provided in the box captioned “Description of Series 2 Shares Deposited” is inadequate, the certificate numbers and/or the number of Series 2 Shares should be listed on a separate signed schedule and attached to this Amended Letter of Transmittal.
Partial Deposits and Unpurchased Series 2 Shares. If fewer than all of the Series 2 Shares evidenced by any certificate are to be deposited, fill in the number of Series 2 Shares which are to be deposited in the column entitled “Number of Series 2 Shares Deposited”. In such case, if any deposited Series 2 Shares are purchased, a cheque for the purchase price in respect of such deposited Series 2 Shares will be issued and a new certificate for the remainder of the Series 2 Shares evidenced by the old certificate(s) will be issued and sent to the address indicated in Box B – “Issue Cheque and/or Certificate(s) in the Name of and Send –

Cheque and/or Certificate(s) to”, unless the “Hold for Pick-up” option in Box A “Delivery Instructions” is checked, as soon as reasonably practicable after the Expiration Date. All Series 2 Shares represented by the certificate(s) listed and delivered to the Depositary are deemed to have been deposited unless otherwise indicated.

Signatures on Amended Letter of Transmittal, Stock Power and Endorsements.
(a) If Box D – “Shareholder(s) Sign Here” in this Amended Letter of Transmittal is signed by the registered owner(s) of the Series 2 Shares deposited hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate without any change whatsoever.
(b) If the Series 2 Shares are registered in the names of two or more joint owners, each such owner must sign in Box D – “Shareholder(s) Sign Here” in this Amended Letter of Transmittal.
(c) If any deposited Series 2 Shares are registered in different names on several certificates, it will be necessary to complete, sign, and submit as many separate Amended Letters of Transmittal as there are different registrations of certificates.
(d) When this Amended Letter of Transmittal is duly executed by the registered owner(s) of the Series 2 Shares listed and transmitted hereby, no endorsements of certificate(s) representing such Series 2 Shares or separate stock powers are required unless payment is to be made, or the certificates for Series 2 Shares not deposited or not purchased are to be issued, to a person other than the registered owner(s). Any signature(s) required on such certificates or stock powers must be guaranteed by an Eligible Institution. If this Amended Letter of Transmittal is duly executed by a person other than
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the registered owner(s) of the certificate(s) listed, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificate, and signatures on such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. An ownership declaration, which can be obtained from the Depositary, must also be completed and delivered to the Depositary. See Instruction 1 in this Amended Letter of Transmittal.

(e) If this Amended Letter of Transmittal or any certificates or stock powers are duly executed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or any other legal representative acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Corporation or the Depositary of their authority to so act.
Payment and Delivery Instruction. The undersigned of the Amended Letter of Transmittal must identify –

to whom a cheque and/or certificates should be issued by completing Box B “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to”. Such cheque and/or certificates will be sent to the address indicated in Box B – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to”, unless such cheque and/or certificates is to be held by the Depositary for pick-up by the undersigned or any person designated by the undersigned in writing and the “Hold for –

Pick-up” option in Box A “Delivery Instructions” is checked. If payment is to be made, or certificates representing Series 2 Shares not purchased or deposited are to be issued, to a person other than the registered holder, the deposited certificate(s) must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate(s) with the signature on the certificate(s) or stock power signature guaranteed by an Eligible Institution. If an –

address is not provided in Box B “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to” or if the “Hold for Pick-Up” option in Box A – “Delivery Instructions” is not checked, cheques or certificates representing all Series 2 Shares not purchased or deposited will be forwarded to the address of the relevant person shown on the share register for the Series 2 Shares.

Irregularities. All questions as to the number of Series 2 Shares to be accepted and taken up, the price to be paid therefor, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any deposit of Series 2 Shares, will be determined by the Corporation, in its sole discretion, and will be final and binding on all parties, except as otherwise finally determined in a subsequent judicial proceeding in a court of competent jurisdiction or as required by law. The Corporation reserves the absolute right to reject any or all deposits of Series 2 Shares determined by it, in its sole discretion, not to be in proper form or not completed in accordance with the instructions set forth herein, in the Offer to Purchase, in the Notice of Variation and Extension and in the Amended Notice of Guaranteed Delivery or the acceptance for payment of or payment for which may, in the opinion of the Corporation’s counsel, be unlawful under the laws of any jurisdiction. The Corporation also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any deposit of Series 2 Shares. No individual deposit of Series 2 Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with deposits must be cured within such time as the Corporation shall determine. The Corporation reserves the right to waive a defect or irregularity with respect to one deposit without waiving such defect or irregularity with respect to other deposits. The Corporation will not be liable for failure to waive any condition of the Offer or any defect or irregularity in any deposit of Series 2 Shares. None of the Corporation, the Depositary or any other person is or will be under any duty or obligation to give notice of any defect or irregularity in any deposit, nor shall any of them incur any liability for failure to give any such notice. The Corporation’s interpretation of the terms and conditions of the Offer (including this Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery) will be final and binding on all parties, except as otherwise finally determined in a subsequent judicial proceeding in a court of competent jurisdiction or as required by law.
Form W-9. Each U.S. Shareholder depositing Series 2 Shares to the Depositary is required to provide the Depositary with a correct U.S. taxpayer identification number (“TIN”) (generally the Shareholder’s social security number or federal employer identification number) and certain other information, on Form W-9, which is provided under “Important U.S. Tax Information for U.S. Shareholders Depositing Series 2 Shares
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to the Depositary” below. Failure to provide the information on this form may subject the depositing Shareholder to a penalty imposed by the U.S. Internal Revenue Service and backup withholding of 24% of any payment made to such Shareholder pursuant to the Offer.

Jurisdiction of Residence. Each Shareholder depositing Series 2 Shares to the Depositary must represent as to whether or not such Shareholder is a resident of Canada for purposes of the Tax Act by completing Box C – “Jurisdiction of Residence”. If no box is checked in Box C – “Jurisdiction of Residence”, the address of the relevant person shown on the share register for the Series 2 Shares will apply.
Certification for Canadian Withholding Tax Purposes. If a Shareholder indicates that the beneficial owner of such Series 2 Shares deposited hereunder is a non-resident of Canada entitled to the benefits of a treaty between Canada and their country of residence by checking the appropriate box, such Shareholder will be required to submit a duly completed and signed copy of form NR301 – “Declaration of Eligibility for Benefits Under a Tax Treaty for Non-Resident Taxpayer” (or form NR302 or NR303, if applicable) to the Depositary to obtain a lower withholding tax rate under a tax treaty in respect of any dividends to be received by such Shareholder in connection with the sale of Series 2 Shares to the Corporation pursuant to the Offer. Shareholders who are not residents of Canada are urged to consult their own tax advisors to determine their entitlement to relief under applicable income tax treaties based on their particular circumstances and for assistance in completing the required form, if any.
Fees/Commissions. Registered Shareholders who deposit their Series 2 Shares directly to the Depositary will not be obligated to pay any brokerage fees or commissions. Non-registered Shareholders who hold their Series 2 Shares through an investment dealer, stock broker, bank, trust company or other nominee should consult with such persons regarding whether any fees or commissions will apply in connection with a deposit of Series 2 Shares pursuant to the Offer.
Governing Law. The Offer and any agreement resulting from the acceptance of the Offer will be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

PRIVACY NOTICE

Computershare Investor Services Inc. is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you – from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. We use this information to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. We have prepared a Privacy Code to tell you more about our information practices and how your privacy is protected. It is available at our Website, www.computershare.com, or by writing us at 100 University Ave., Toronto, Ontario, M5J 2Y1. Computershare Investor Services Inc. will use the information you are providing on this form in order to process your request and will treat your signature(s) on this form as your consent to the above.

IMPORTANT: THIS AMENDED LETTER OF TRANSMITTAL OR A MANUALLY EXECUTED PHOTOCOPY THEREOF (TOGETHER WITH CERTIFICATES FOR SERIES 2 SHARES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE EXPIRY TIME.

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IMPORTANT U.S. TAX INFORMATION FOR U.S. SHAREHOLDERS

DEPOSITING SERIES 2 SHARES TO THE DEPOSITARY

The following does not constitute a summary of the tax consequences of the Offer to Purchase and U.S. Shareholders should consult with their own tax advisors regarding the tax consequences of the Offer to Purchase as well as any elections that may be available to mitigate certain possible adverse U.S. tax consequences.

Each U.S. Shareholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on the Form W-9 which is enclosed herewith, and to certify whether such holder is subject to backup withholding of federal income tax. If a U.S. Shareholder has been notified by the IRS that such holder is subject to backup withholding, such U.S. Shareholder must cross out item 2 in Part II of the Form W-9, unless such holder has since been notified by the IRS that such holder is no longer subject to backup withholding.

You are a “U.S. person” if you are: (a) an individual citizen or resident alien of the United States as determined for U.S. federal income tax purposes; (b) a corporation (including an entity classified as a corporation) or partnership (including an entity classified as a partnership) created in the United States or under the laws of the United States or any state or the District of Columbia; (c) an estate the income of which is subject to United States federal income tax regardless of its source; or (d) a trust: (i) if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust; or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

Exempt holders (including, among others, all corporations) are not subject to backup withholding requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN or Employer Identification Number in Part I of the Form W-9, specify its “exempt payee code” and exemption from FATCA reporting code, as applicable, in the “Exemptions” box in accordance with the instructions to Form W-9, and sign and date the form.

If a U.S. Shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should write “Applied For” in the space provided for the TIN Part I of the Form W-9, and sign and date the Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If “Applied For” is written in the Form W-9 and the Depositary is not provided with a TIN within 60 days, the Depositary may withhold 24% of all consideration due to such holder in connection with the Offer to Purchase until a TIN is provided to the Depositary.

If the Form W-9 is not applicable to a holder because such holder is not a U.S. person, but such holder provides an address that is located in the United States, such holder will instead need to submit an appropriate and properly completed IRS Form W-8 Certificate of Foreign Status, signed under penalty of perjury to avoid U.S. federal backup withholding tax. An appropriate IRS Form W-8 (W-8BEN, W-8BEN-E, W-8ECI or other form) may be obtained from the Depositary, or at http://www.irs.gov.

The Corporation reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligations regarding backup withholding.

A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE FORM W-9 ENCLOSED WITH THIS LETTER OF TRANSMITTAL MAY BE SUBJECT TO PENALTIES IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 24% ON ANY CONSIDERATION SUBJECT TO TAX DUE TO SUCH HOLDER IN CONNECTION WITH THE OFFER TO PURCHASE. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE REDUCED BY THE AMOUNT OF TAX WITHHELD. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED BY TIMELY FILING A CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS WITHHELD BY REASON OF BACKUP WITHHOLDING.

EACH U.S. SHAREHOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR TO DETERMINE WHETHER SUCH HOLDER IS REQUIRED TO FURNISH A FORM W-9 OR IS EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING.

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FORM W-9

See attached.

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TENDERING SHAREHOLDERS MUST COMPLETE THE FOLLOWING CERTIFICATE IF THEY APPLIED FOR A TAXPAYER IDENTIFICATION NUMBER

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payor by the time of payment, 24% of all reportable payments made to me will be withheld until I provide a number and that, if I do not provide my taxpayer identification number within 60 calendar days, such retained amounts shall be remitted to the IRS as backup withholding.

Signature: ______

Date: ________

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Any questions and requests for assistance may be directed to the

INFORMATION AGENT:

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The Exchange Tower 130 King Street West, Suite 2950 Toronto, Ontario M5X 1E2 www.kingsdaleadvisors.com

North American Toll Free Phone: 1-866-581-0510 Email: [email protected] Facsimile: 416-867-2271 Toll Free Facsimile: 1-866-545-5580 Outside North America, Banks and Brokers Call Collect: 416-867-2272

The Depositary for the Offer is:

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COMPUTERSHARE INVESTOR SERVICES INC.

By Regular Mail

By Registered Mail, Hand or Courier

Computershare Investor Services Inc. P.O. Box 7021 31 Adelaide St. East Toronto, Ontario M5C 3H2 Attention: Corporate Actions

Computershare Investor Services Inc. 100 University Avenue, 8[th] Floor Toronto, Ontario M5J 2Y1 Attention: Corporate Actions

Telephone (outside North America): 1-514-982-7555 Toll Free (within North America): 1-800-564-6253 E-mail for general inquiries only: [email protected]

Any questions or requests for assistance may be directed to the Information Agent or the Depositary at the addresses, telephone numbers and email addresses set forth above. Additional copies of the Notice of Variation and Extension, the Offer to Purchase and Circular, this Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery may be obtained from the Information Agent or the Depositary. Manually executed photocopies of this Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery will be accepted. Shareholders may also contact their investment dealer, stock broker, bank manager, trust company or other nominee for assistance concerning the Offer.

AI assistant

Dundee Corporation M&A Activity 2020

42698_rns_2020-08-26_c289cdca-6936-4616-84a1-70e3453c0bf5.PDF

AMENDED LETTER OF TRANSMITTAL

of