Exhibit
99.1
     ANNUAL
INFORMATION FORM
  
  March
31, 2009
       
  
 
 TABLE
OF CONTENTS
  PageCAUTION
      REGARDING FORWARD-LOOKING STATEMENTS
                1THE
      COMPANY–CORPORATE STRUCTURE
                2GENERAL
                2INCORPORATION
      AND ORGANIZATION
                3INTERCORPORATE
      RELATIONSHIPS
                3Principal
      Subsidiaries of the Company
                3Principal
      Subsidiaries of DundeeWealth
                4RECENT
      DEVELOPMENTS
                5RAVENSDEN ASSET
      MANAGEMENT INC
                5DUNDEEWEALTH
      SHARE PURCHASE
                5EUROGAS
      CORPORATION AND EUROGAS INTERNATIONAL INC.
                5RESTRUCTURING
      OF DUNDEEWEALTH’S ASSET BACKED COMMERCIAL PAPER
                  INVESTMENTS
                5PURCHASE OF
      DUNDEE REIT UNITS
                6BUSINESS
      STRATEGY
                6BUSINESS OF
      THE COMPANY
                7WEALTH
      MANAGEMENT
                7Investment
      Management
                8Financial
      Advisory
                11Capital
      Markets
                12REAL
      ESTATE
                13Dundee
      Realty
                13Dundee REIT
      (TSX: D.UN)
                14RESOURCES
                15Eurogas (TSX
      VENTURE: EUG)
                15Eurogas
      International (CNSX:EI)
                16Dundee Precious
      (TSX: DPM)
                18Breakwater
      (TSX: BWR)
                21Odyssey
      Resources Limited (TSX Venture: ODX)
                21Corona (TSX:
      CRG)
                22Valdez (TSX
      VENTURE: VAZ)
                22Iberian
      Minerals Corp. (TSX VENTURE: IZN)
                22OTHER
      INVESTMENTS AND CORPORATE COSTS
                22DIVIDEND
      POLICY
                23MARKET FOR
      SECURITIES
                23SUBORDINATE
      VOTING SHARES
                235.85%
      DEBENTURES
                24SERIES 1
      SHARES
                24DIRECTORS AND
      OFFICERS
                25DESCRIPTION OF
      SHARE CAPITAL
                27SUBORDINATE
      VOTING SHARES AND COMMON SHARES
                27FIRST
      PREFERENCE SHARES
                28Series 1
      Shares
                28SECOND
      PREFERENCE SHARES
                29THIRD
      PREFERENCE SHARES
                29DEBENTURES
                305.85%
      Exchangeable Unsecured Subordinated Debentures
                30CREDIT
      FACILITY
                31DUNDEEWEALTH
      CREDIT FACILITY
                31DUNDEEREALTY
      CREDIT FACILITY
                31RATINGS
                315.85%
      Debentures
                32Series 1
      Shares
                32NORMAL COURSE
      ISSUER BID
                33RELATIONSHIP
      BETWEEN THE COMPANY AND CERTAIN RELATED PARTIES
                33PRINCIPAL
      SHAREHOLDER OF DUNDEEWEALTH
                33
  Dundee
Corporation
 Annual
Information Form
 i
 TABLE OF
CONTENTS  PageRESTRUCTURING
      OF ABCP
                    33RELATIONSHIP
      WITH SCOTIABANK
                    34RAVENSDEN
      SUB-ADVISORY AGREEMENT
                    35PRIOR
      DISTRIBUTION ARRANGEMENTS
                    35DUNDEE
      REALTY
                    35SHAREHOLDERS’
      AGREEMENT IN RESPECT OF DUNDEE REALTY
                    36PURCHASE OF THE
      DUNDEE MERCHANT BANK
                    36TRADEMARKS
                    36RISK
      FACTORS
                    36INTEREST
      OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
                    36MATERIAL
      CONTRACTS
                    36TRANSFER AGENT AND
      REGISTRAR
                    37EXPERTS
                    37AUDIT
      COMMITTEE
                    37COMPOSITION OF
      AUDIT COMMITTEE
                    37RELEVANT EDUCATION
      AND EXPERIENCE OF AUDIT COMMITTEE MEMBERS
                    37AUDIT COMMITTEE
      CHARTER
                    38PRE-APPROVAL
      POLICY
                    39EXTERNAL AUDITOR
      SERVICE FEES
                    39Audit
      Fees
                    39Audit-Related
      Fees
                    39Tax
      Services Fees
                    39ADDITIONAL
      INFORMATION
                    39APPENDIX A
                    A-1ORGANIZATION
                    A-1PURPOSE
                    A-1Duties and
      Responsibilities
                    A-1
  Dundee
Corporation
 Annual
Information Form
 ii
 
  CAUTION REGARDING
FORWARD-LOOKING STATEMENTS
 The
Company’s public communications may include written or oral forward-looking
statements.  Statements of this type are included in this annual
information form (“AIF”) of the Company, and may be included in other filings
with the Canadian and United States securities regulators, stock exchanges or in
other communications.  All such statements are made pursuant to the
“safe harbour” provisions of applicable Canadian and U.S. Securities
laws.  Forward-looking statements may include, but are not limited to
statements about anticipated future events including comments with respect to
our objectives and priorities for 2009 and beyond, strategies or further actions
with respect to the Company, its products and services, business operations,
financial performance and condition.  Forward-looking statements are
statements that are predictive in nature, depend upon or refer to future events
or conditions or include words such as “expects”, “anticipates”, “intends”,
“plans”, “believes”, “estimates” or similar expressions.  Such
statements are based on current expectations of management of the Company and
inherently involve numerous risks and uncertainties, known and unknown,
including economic factors and those affecting the financial services industry
generally.  The forward-looking information contained in this AIF is
presented for the purpose of assisting our shareholders in understanding our
business and strategic priorities and objectives as at the periods indicated and
may not be appropriate for other purposes.
  The
risks, uncertainties and other factors that may influence actual results are
referenced in the Risk Factors section of this AIF on page 36 and in the section
entitled “Managing Risk” in the Company’s Management’s Discussion and Analysis
which section is incorporated by reference herein.  Actual results may
differ materially from the forward-looking statements contained in this AIF,
depending upon, among other factors, general economic and market conditions, our
ability to execute our strategic plans and meet financial obligations, the
performance of the Company’s principal subsidiaries and the Company’s ability to
raise additional capital; our ability to create, attract and retain Assets under
Management and Assets under Administration; risks relating to trading activities
and investments; competition faced by the Company; regulation of the Company’s
businesses; risks associated with the Company’s real estate and resources
businesses and the Company’s investment holdings in general, including risks
associated with oil and gas and mining exploration, development and processing
activities, environmental risks, inflation, changes in interest rates, commodity
prices and other financial exposures; the maintenance of minimum regulatory
capital requirements for certain of the Company’s subsidiaries and the ability
of the Company and its subsidiaries to attract and retain key
personnel.  The preceding list is not exhaustive of all possible risk
factors that may influence actual results, and are identified based upon
information available as of March 31, 2009.
  Assumptions
about the future performance of the Canadian and U.S. economies were material
factors considered by management when setting the Company’s priorities and
objectives, and when determining our financial targets.  In
determining our expectations for economic growth in the financial services, real
estate and resource sectors, we considered historical economic data provided by
the Canadian government and its agencies and current market conditions,
including the status of the current credit crisis.
  Forward-looking
statements contained in this AIF are not guarantees of future performance and
actual events and results could differ materially from those expressed or
implied by forward-looking statements made by the
Company.  Prospective investors are cautioned to consider these and
other factors carefully when making decisions with respect to the Company and
not place undue reliance on forward-looking statements.  As evidenced
by the events of the past year and the recent credit crisis, circumstances
affecting the Company may change rapidly.  Except as may be required
by applicable law, the Company does not undertake any obligation to update
publicly or revise any such forward-looking statements, whether as a result of
new information, future events or otherwise.
  Dundee
Corporation
 Annual
Information Form
 1
 
  
  THE COMPANY–CORPORATE
STRUCTURE
   GENERAL
  Dundee
Corporation (formerly, Dundee Bancorp Inc.) (the “Company”) is a Canadian public
asset management company dedicated to private wealth management, real estate and
resources through a variety of activities and investments.  Certain of
these activities are carried out directly through wholly or partially owned
subsidiaries while others are undertaken through equity accounted or portfolio
investment holdings.  The Company’s four financial reporting segments
are as follows: (i) wealth management; (ii) real estate; (iii) resources; and
(iv) other investments and corporate costs.  The Company’s other
investment holdings include both publicly listed and private companies in a
variety of sectors as well as investments in highly liquid securities such as
mutual funds.
  The
registered and head office of the Company is located at Dundee Place, 1 Adelaide
Street East, 28th Floor,
Toronto, Ontario, M5C 2V9.  Dundee Corp. also has offices in Cayman
Islands and Bermuda.  As of February 28, 2009, the Company had 33
employees.
  Unless
otherwise indicated, the information appearing in this AIF is stated as at
December 31, 2008 and all amounts are in Canadian dollars unless otherwise
indicated.
  References
in this AIF to:
  ·
                “Assets
      under Administration” mean the approximate market value of client assets
      administered in respect of which Dundee Corp. earns commissions, trailer
      service fees or administrative and other similar fees.  Assets
      under Administration are not reflected on the Company’s balance
      sheet.  To the extent that Assets under Administration are
      managed by Dundee Corp., such assets may also be included in their
      respective Assets under Management;
  ·
                “Assets
      under Management” mean the market value of client assets managed by Dundee
      Corp. on a discretionary basis in respect of which Dundee Corp. earns an
      investment management fee and, in certain cases, performance
      fees.  Assets under Management are not reflected on the
      Company’s balance sheet;
  ·
                “Common
      Shares” means the class B common shares of the
  Company;
  ·
                “Company”
      means Dundee Corporation (formerly, Dundee Bancorp Inc.), a Canadian
      public asset management company dedicated to private wealth management,
      real estate and resources through a variety of activities and
      investments;
  ·
                “DCC
      Equities” means DCC Equities
Limited;
  ·
                “DundeeWealth”
      means DundeeWealth Inc. (formerly, Dundee Wealth Management Inc.), a
      Canadian public wealth management company, and the principal subsidiary of
      the Company;
  ·
                “Dundee
      Corp.” means Dundee Corporation and its consolidated subsidiaries unless
      the context otherwise requires or
indicates;
  ·
                “Dundee
      Insurance” means Dundee Insurance Agency Ltd., a managing general
      agent;
  ·
                “Dundee
      Mortgage” means Dundee Mortgage Services Inc., a mortgage
      broker;
  ·
                “Dundee
      Private Investors” means Dundee Private Investors Inc., a mutual fund
      dealer;
  Dundee
Corporation
 Annual
Information Form
 2
 ·
                “Dundee
      Realty” means Dundee Realty
Corporation;
  ·
                “Dundee
      REIT” means Dundee Real Estate Investment
Trust;
  ·
                “Dundee
      Resources” means Dundee Resources
Limited;
  ·
                “Dundee
      Securities” means Dundee Securities Corporation, a securities
      dealer;
  ·
                “DWM”
      means DWM Inc.;
  ·
                “Dynamic
      Funds” means the Dynamic family of funds managed by
  GCICL;
  ·
                “GCICL”
      means Goodman & Company, Investment Counsel Ltd., an investment
      management company and manager of various investment products, including
      Dynamic Funds, Portfolio Solutions and Other Investment
      Solutions;
  ·
                “IIROC”
      means the Investment Industry Regulatory Organization of
      Canada;
  ·
                “MFDA”
      means the Mutual Fund Dealers Association of
  Canada;
  ·
                “Other
      Investment Solutions” means private client accounts, tax-assisted
      investment products and closed-end investment
  products;
  ·
                “Portfolio
      Solutions” means the portfolio solutions managed by
  GCICL;
  ·
                “Scotiabank”
      means The Bank of Nova Scotia; and
  ·
                “Subordinate
      Voting Shares” means the class A subordinate voting shares of the
      Company.
   INCORPORATION
AND ORGANIZATION
  The
Company was incorporated under the laws of the Province of Ontario by articles
of incorporation effective November 2, 1984.  The Company changed its
name to Dundee Bancorp Inc. by articles of amendment effective July 26, 1991 and
changed its name to its present form by articles of amendment effective December
14, 2004.  The Company’s current share capital structure was created
by articles of amendment effective October 10, 1991, October 24, 1991, October
29, 1991, March 17, 1993 and June 22, 2006.  See “Description of Share
Capital”.  The stated capital of the Company was reduced by articles
of amendment effective August 4, 1992.  The Company was inactive prior
to October 31, 1991, at which time it became a public company pursuant to
articles of arrangement effective October 30, 1991.  The articles
of amendment dated June 21, 2007 subdivided the Subordinate Voting Shares and
Common Shares of the Company on a 3-for-1 basis, effective as of the close of
business on July 6, 2007.
   INTERCORPORATE
RELATIONSHIPS
   Principal
Subsidiaries of the Company
  The
principal subsidiaries of the Company, the corresponding jurisdictions of
incorporation and the Company’s percentage interest in such subsidiaries as of
February 28, 2009 are set forth in the table below:
  Dundee
Corporation
 Annual
Information Form
 3
  Name
                Percentage
      Interest
                  held
      Directly or Indirectly
                  by the Company
                
                Jurisdiction
      of
                  Incorporation/
      FormationDCC
      Equities Limited (1)
                100%
                
                OntarioDundee
      Capital Corporation (2)
                100%
                
                OntarioDundee
      Realty Corporation (3)
                75%
                
                British
      ColumbiaDundeeWealth
      Inc. (4)
                49.1%
                
                Ontario
 Notes:
  (1)
                A
      number of investments of the Company are held through DCC
      Equities.  1255895 Ontario Limited (“1255895”) and New
                  Venture
      Equity Limited (“New Venture”) own together 100% of the outstanding shares
      of DCC Equities.  1255895 holds 100
                  common
      shares and 2,236,188 Class A shares and New Venture holds 8,638 Class A
      shares.  The Company owns 100% of
                  the
      shares of 1255895 and New Venture.
  (2)
                A
      number of investments of the Company are held through Dundee Capital
      Corporation.  The Company holds 8,700 common
                  shares
      of Dundee Capital Corporation.
  (3)
                The
      Company holds its interest in Dundee Realty directly and indirectly
      through 0764704 B.C. Ltd.  The Company holds shares
                  representing
      75% of the votes and equity of Dundee Realty, as well as various classes
      of preference shares.  See “Business of
                  the
      Company - Real Estate”.
  (4)
                The
      Company’s interest in DundeeWealth is calculated assuming the conversion
      of the first preference shares, series X into
                  common
      shares of DundeeWealth.  The Company owns, directly and
      indirectly, 69,490,415 common shares of DundeeWealth
                  and
      5,453,668 first preference shares, series X of
      DundeeWealth.  Dundee Corporation has voting control over
      1,958,159
                  common
      shares of DundeeWealth that are held in escrow.  All of the
      outstanding special shares, series C, special shares,
                  series
      D and special shares, series E of DundeeWealth are currently held in
      escrow and will be released from escrow and
                  converted
      into common shares at various dates ending on September 3, 2009 initially
      on a one-for-one basis, subject to
                  adjustment
      in certain circumstances.  While the special shares, series C,
      special shares, series D and special shares, series E
                  are
      held in escrow, they will be voted in the same manner as the shares of
      DundeeWealth held by the Company are voted
                  at
      all meetings of the shareholders of the Company.  Assuming the
      conversion of the first preference shares, series X, this
                  represents
      a direct and indirect equity ownership of 49.1% and a direct and indirect
      or control over a 62.4% voting interest
                  by
      the Company in DundeeWealth on a non-diluted basis.  For
      additional principal subsidiaries of the Company that are
                  principal
      subsidiaries of DundeeWealth, see “Intercorporate Relationships -
      Principal Subsidiaries of
DundeeWealth”.
   Principal
Subsidiaries of DundeeWealth
  The
Company’s most significant holding is its 49.1% interest in
DundeeWealth.  The principal subsidiary of DundeeWealth is DWM, an
Ontario holding company.  DundeeWealth carries on its business
primarily through DWM and through the operating subsidiaries of
DWM.  The following table sets forth the name and jurisdiction of
incorporation of each of the principal subsidiaries of DundeeWealth and DWM as
of February 28, 2009:
  Name
                Percentage Interest held Directly or
      Indirectly by
      DWM
                Jurisdiction of Incorporation/ FormationDundee
      Private Investors Inc. (1)
                100%
                OntarioDundee
      Securities Corporation (2)
                100%
                OntarioGoodman
      & Company, Investment Counsel Ltd. (3)
                100%
                Ontario
 Notes:
  (1)
                Dundee
      Private Investors is licensed as a mutual fund dealer.  DPII
      Holding Corp., an Ontario company, owns 100%
                  of
      the outstanding common shares of Dundee Private Investors
      Inc.  DWM holds 100% of the shares of DPII Holding
      Corp.  See
                  “Business
      of the Company - Wealth
Management”.
  (2)
                Dundee
      Securities is licensed as a securities dealer.  DSC Holding
      Corp., an Ontario company, owns 100% of the outstanding
                  shares
      of Dundee Securities.  DWM holds 100% of the shares of DSC
      Holding Corp.  See “Business of the Company -
Wealth
                  Management”.
  Dundee
Corporation
 Annual
Information Form
 4
  (3)
                GCICL
      is licensed as an investment counsel/portfolio manager.  DMFL
      Holding Corp., an Ontario company, owns 100% of the
                  outstanding
      shares of GCICL.  DWM holds 100% of the shares of DMFL Holding
      Corp.  See “Business of the Company -
                  Wealth
      Management”.
   RECENT
DEVELOPMENTS
   RAVENSDEN
ASSET MANAGEMENT INC.
  In
September 2008, Ravensden Asset Management Inc. (“Ravensden”), a registered
Investment Counsel and Portfolio Manager in Ontario was acquired by the
Company.  Ravensden provides investment advice directly and in a
sub-advisory role to institutional and individual clients and investment
funds.  Mr. Ned Goodman, President and Chief Executive Officer of the
Company, is the President and Chief Executive Officer, and a portfolio manager
of Ravensden.  Ravensden has entered into a sub-advisory agreement
with GCICL pursuant to which Ravensden acts as a sub-advisor for certain funds
managed by GCICL.
   DUNDEEWEALTH
SHARE PURCHASE
  On
January 18, 2008, the Company announced that it intended to purchase up to 5% of
the then outstanding common shares of DundeeWealth through the facilities of the
Toronto Stock Exchange.  In 2008, the Company purchased 5,279,000
common shares of DundeeWealth through the facilities of the Toronto Stock
Exchange, representing approximately 4.5% of the outstanding common
shares.
   EUROGAS
CORPORATION AND EUROGAS INTERNATIONAL INC.
  Prior to
August 5, 2008, Eurogas International Inc. ("Eurogas International") was a
wholly-owned subsidiary of Eurogas Corporation (“Eurogas”).  On August 5,
2008, as part of a series of transactions, Eurogas reorganized its share capital
in the course of which it exchanged all of the then existing outstanding common
shares of Eurogas International for 32,150,000 Series A preference shares
of Eurogas International, having an aggregate value equal to the fair
market value of Eurogas International at that time, and
31,143,635 common shares of Eurogas International (the "Eurogas
International common shares"), having an aggregate value of $1.00. 
The Eurogas International common shares were then distributed, by way
of dividend in kind, to the holders of record of common shares of Eurogas
as at the close of business on August 5, 2008, such that each such
holder of record received one Eurogas International common share for every
five common shares of Eurogas held.  Shareholders did not receive
shares or cash in lieu of fractional shares.  A certificate representing
the Eurogas International common shares was deposited
with Computershare Trust Company of Canada, as escrow agent, to be
held as agent for the recipients of the dividend in kind until the
qualification of a prospectus of Eurogas International in
Canada.  On March 26, 2009, Eurogas International’s final prospectus
was receipted by the securities regulatory authorities in Canada and the common
shares were listed for trading on the Canadian National Stock Exchange (“CNSX”)
under the symbol “EI“ on March 31, 2009.
   RESTRUCTURING
OF DUNDEEWEALTH’S ASSET BACKED COMMERCIAL PAPER INVESTMENTS
  On
December 11, 2008, the Pan-Canadian Investors Committee announced that an
agreement in principle had been reached among various key participants in the
proposed reorganization of certain non-bank sponsored asset backed commercial
paper investments.  As part of the final agreement, the governments of
Canada and Quebec, with participation by Ontario and Alberta, and certain other
participants agreed to provide additional margin facilities and approved a
moratorium on collateral calls to July 16, 2010.  The Superior Court
of Ontario granted the plan implementation order on January 12, 2009 and the
arrangement was certified by the Court on January 21, 2009 (the “ABCP
Restructuring”).
  Following
approval of the ABCP Restructuring, DundeeWealth received the following
replacement notes.  Approximately 71% of DundeeWealth’s original
investment in asset backed commercial paper (“ABCP”)
 Dundee
Corporation
 Annual
Information Form
 5
 was
replaced with senior Class A-1 and Class A-2 long-term floating rate
notes.  These notes were assigned a rating of “A” by Dominion Bond
Rating Service Limited (“DBRS”).  The notes have a legal maturity date
that extends into 2056, although expectation is that these notes will be repaid
earlier than their legal maturity.  DundeeWealth also received
subordinated Class B and Class C long-term floating rate notes representing
approximately 8% of the original ABCP investment.  Assets having
uncertain credit quality were restructured on an individual
transaction-by-transaction basis and DundeeWealth received long-term floating
rate notes for these assets, which represented approximately 19% of the original
investment.  DundeeWealth has no recourse to recover the remaining 2%
of its ABCP portfolio.  See also “Risk Factors” below.
   PURCHASE
OF DUNDEE REIT UNITS
  On
December 24, 2008, Dundee Realty, a subsidiary of Dundee Corporation, acquired
through a private agreement an additional 460,000 Dundee REIT Units Series B
(“Series B Units”) of Dundee REIT.  The Series B Units were acquired
at $8.35 per unit, for an aggregate purchase price of
$3,841,000.  Following the transaction, Dundee Corporation, Dundee
Realty and its affiliates held an aggregate 20.7% voting and equity interest in
Dundee REIT.
   BUSINESS
STRATEGY
  Dundee
Corporation is a Canadian public asset management company dedicated to the
private wealth management, real estate and resource sectors.  The
Company’s strategy is to acquire, develop and/or manage high quality assets and
businesses that generate the opportunity for sustained growth in these core
sectors with the objective of achieving higher returns on invested capital, and
by increasing management fees over the long term.  In each sector in
which it operates, the Company executes its strategy both by taking direct and
fiduciary ownership positions in various assets which will be managed on a
proprietary basis, and by entering into arrangements for the management of third
party assets.
  The
Company has chosen to focus on the wealth management, real estate and resource
sectors as a result of its extensive experience in these businesses as conducted
through its subsidiaries, including as of February 28, 2009:
  ·
                DundeeWealth
      - its 49.1% owned investment management, financial advisory and capital
      markets business which became a public company in 1999 with approximately
      $49.9 billion in Assets under Management and Assets under Administration,
      and a network of more than 1,400
advisors.
  ·
                Dundee
      Realty - its 75% owned real estate company operating in the real estate
      asset management business, with activities in the land and housing
      business in Canada and the United States and including its real estate
      management and advisory services business conducted through Dundee Real
      Estate Asset Management Limited Partnership (“DREAM”).  These
      activities are further supplemented by a portfolio of select income
      generating properties and by the Company’s 20.5% interest in Dundee
      REIT.
  ·
                Dundee
      Resources - its wholly owned subsidiary, a technical advisor to, and
      manager of, its resource assets.  Operations in the resources
      sector are also carried out through the Company’s 53% interest in Eurogas
      which is involved in natural gas storage activities in Spain as well as
      the Company’s 53% interest in Eurogas International which carries out oil
      and gas exploration and development with interests in
      Tunisia.  The resource segment also includes various other
      portfolio holdings, including an approximate 20% interest in Dundee
      Precious Metals Inc. (“Dundee Precious”), 25% interest in Breakwater
      Resources Ltd. (“Breakwater”), 43% interest in Odyssey Resources Limited
      (“Odyssey”), 26% interest in Corona Gold Corporation (“Corona”), a 33%
      interest in Valdez Gold Inc. (“Valdez”) and 14% interest in Iberian
      Minerals Corp (“Iberian”).
  ·
                  The
      Company’s international wealth management segment includes the activities
      of The Garda
  Dundee
Corporation
 Annual
Information Form
 6
  Corporation
      and The Dundee Merchant Bank which are carried out through offices in
      Bermuda and the Cayman Islands,
respectively.
  The
Company’s goal is to become a leading Canadian asset manager primarily by
expanding its assets under management in each of its core sectors and by
increasing opportunities to earn fee revenues through asset management
activities.  Ravensden, as a registered investment counsel and
portfolio manager, may provide, from time to time, investment advisory services
to the Company and/or the Company’s subsidiaries in formulating investment
policies and strategies and/or assist in the management of the Company’s assets
within these core sectors.  Pursuant to a subadvisory agreement with
GCICL, Ravensden provides discretionary investment management services in
respect of certain mutual funds, hedge funds, closed end funds and Goodman
Private Wealth Management accounts managed by GCICL.  As at February
28, 2009, an aggregate of $1.94 billion of Assets under Management was
subadvised by Ravensden pursuant to such agreement.
  Management
believes that the Company is well positioned to capitalize on its expertise,
reputation and relationships in the wealth management, real estate and resource
sectors to drive asset gathering activities, and thereby create long term value
for the Company’s shareholders.
  A
description of the businesses of the Company follows.  In addition to
the information provided in this AIF, our subsidiaries and investee companies
which are also reporting issuers have filed disclosure documents containing more
detailed information relating to their operations, which documents are filed on
SEDAR at www.sedar.com.
  BUSINESS OF THE
COMPANY
  The
Company’s four reportable segments for financial reporting purposes are as
follows: (i) wealth management; (ii) real estate; (iii) resources; and (iv)
other investments and corporate costs.
   WEALTH
MANAGEMENT
  In 1998,
in order to more effectively compete in the financial services industry, the
Company began the long-term strategic evolution of its core investment
management business, carried on since beginning as an investment club in 1957,
into an integrated wealth management business combining product development,
investment management and distribution.  The Company’s financial
services operations were well positioned for this transformation, having
established an investment management business in 1991 and a financial planning
business and a niche institutional research oriented brokerage firm in
1993.  The Company created DundeeWealth in 1998 and, since then,
DundeeWealth has been actively pursuing its stated strategy of being an
integrated wealth management company.
  Since its
creation, DundeeWealth has expanded its investment management and advisory
businesses through strategic acquisitions, internal growth from net sales of
mutual funds and other managed investment products and market
appreciation.  Through a series of acquisitions from December 1998 to
December 31, 2008, DundeeWealth expanded its investment management, advisory and
brokerage business.  In 2007 and 2008, the Company further extended
its investment management and distribution platform by acquiring:
  ·
                In
      June 2007, DundeeWealth S.A. (formerly, VMR Fund Management S.A.), a
      Luxembourg fund management company with assets under management of
      approximately $69 million;
  ·
                In
      July 2008, 60% ownership of Aurion Capital Management Inc., a Toronto
      based institutional money manager with more than $4.5 billion in assets
      under management; and
  ·
                In
      July 2008, 89% ownership of DundeeWealth US, LP (formerly, BHR Fund
      Advisors, L.P.) a U.S. based mutual fund manager and distribution platform
      founded in 2006.
  Dundee
Corporation
 Annual
Information Form
 7
 As of
February 28, 2009, DundeeWealth oversees approximately $49.9 billion in fee
earning assets.  A significant portion of the Company’s revenues are
derived from its 49.1% interest in DundeeWealth.
  DundeeWealth
has three main businesses: (i) investment management; (ii) financial advisory;
and (iii) capital markets, comprised of institutional sales and trading,
investment banking and investment research.  DundeeWealth has embarked
on a plan for the integration of its investment management, manufacturing and
distribution activities, the re-alignment of its capital markets division and
the unification of its back office support service in order to enhance service
levels and achieve greater efficiency in delivery and costs.  In line
with this strategic direction, in December 2008 Dundee Wealth sold its Quebec
based mutual fund dealer and insurance distribution operations to Industrial
Alliance Insurance and Financial Services Inc.
   Investment
Management
  DundeeWealth’s
investment management business consists of creating, managing, packaging and
administering investment portfolios and providing internal and third-party
management and advisory services.  Revenues are derived primarily from
management and performance fees charged for the management of investment
products (including mutual funds, pooled funds and closed-end funds, third-party
assets, tax-assisted investment products and private and institutional client
accounts) and, accordingly, are primarily influenced by assets under
management.
   Investment
Products and Services
  DundeeWealth,
through GCICL, has responded to changing investor needs and attitudes by
introducing investment products and services in addition to traditional mutual
funds, including private client accounts, portfolio solutions, tax-assisted
investment products, closed-end investment products and alternative investment
products.  GCICL has created and is managing and administering, among
others, the following investment products and services:
  ·
                Dynamic
      FundsTM which are publicly offered mutual funds that cover a broad range of
      asset classes (equity, fixed income, balanced, specialty), investment
      disciplines (value, growth, focus) and geographic focuses (Canadian, U.S.,
      European, International).
  ·
                Private
      Client Accounts including high net worth client accounts which are managed
      on a segregated, discretionary basis through Goodman Private Wealth
      Management, a division of GCICL.
  ·
                Portfolio
      Solutions which allow investors to invest in a specific portfolio of
      investments designed to achieve strategic asset allocation with
      multi-layered diversification and enhanced quarterly investor reporting,
      including Dynamic Strategic PortfoliosTM, DynamicEdge PortfoliosTM and
      Marquis Investment ProgramTM.
  ·
                Tax-assisted
      Investment Products which allow investors to participate in tax-assisted
      investments which facilitate the allocation and utilization of income tax
      deductible expenses by the investors, including the flow-through limited
      partnerships of CMPTM and Canada Dominion Resources which invest in a
      diversified portfolio of flow-through shares of resource
      companies.
  ·
                Closed-end
      Funds, the securities of which are traded on an exchange and the
      portfolios of which are designed to invest in one or more sectors and
      asset categories, including income trusts, energy trusts, public and
      private equities, dividend paying equities and high yield debt
      securities.  GCICL manages a number of investment products such
      as CMP Gold Trust, DPF India Opportunities Fund and the
      diversiFundsTM.
  ·
                Alternative
      Investment Products which permit investors to diversify into varying
      investment strategies, such as short-selling, swaps and leveraging, that
      are not permitted for traditional mutual funds, and
  Dundee
Corporation
 Annual
Information Form
 8
  ·
                  which include a number of privately offered hedge funds such as,
      Dynamic Alpha Performance FundTM, Dynamic Alternative Opportunities FundTM,
      Dynamic Contrarian FundTM, Dynamic Focus+ Alternative FundTM, Dynamic Income
      Opportunities FundTM, Dynamic Power Emerging Markets FundTM, Dynamic Power
      Hedge FundTM, Dynamic Strategic Value FundTM, Goodman Private Diversified
      Bond PoolTM and Goodman Private Core Equity
  PoolTM.
  Investment
Management and Advisory Services
  Investment
management and advisory services are provided through DundeeWealth:
  ·
                The
      GCICL investment management division, comprised of 14 portfolio managers
      and several analysts, provides investment management services in respect
      of managed investment products as well as certain third-party investment
      products.  GCICL follows various investment strategies as
      detailed in publically filed disclosure documents filed on SEDAR in
      respect of each fund.
  ·
                Goodman
      Private Wealth ManagementTM, a division of GCICL, manages and services high
      net worth private client investment accounts, including accounts of
      individuals, taxable foundations, estates, institutions and personal
      trusts through comprehensive, personalized investment
    advice.
  ·
                DundeeWealth
      S.A.TM, a wholly owned indirect subsidiary of GCICL, is a Luxembourg based
      management company that offers UCITS III investment funds to retail and
      institutional European investors.  DundeeWealth S.A. is the
      distributor of the Dynamic Investment Fund, a Société d'Investissement À
      Capital Variable, which is an open-ended investment fund offering six
      sub-fund categories to institutional investors in European member states
      and is registered for retail sales in Luxembourg, the United Kingdom and
      France.  GCICL is the manager of the Dynamic Investment
      Fund.
  ·
                Aurion
      Capital Management Inc., a majority owned subsidiary of DundeeWealth and
      an affiliate of GCICL, is a registered Investment Counsel and Portfolio
      Manager and Limited Market Dealer in certain jurisdictions in Canada,
      including Ontario, that provides investment counselling services to
      primarily an institutional client base specializing in Canadian equities,
      fixed income (core and corporate portfolios), real estate, foreign
      equities and alternatives.
  ·
                DundeeWealth
      USTM, a majority owned limited partnership of DundeeWealth, is a U.S. based
      registered Investment Advisor with the U.S. Securities and Exchange
      Commission that acts as investment manager and distributor for
      institutional funds.
  ·
                Goodman
      & Company N.Y. Ltd., a wholly-owned subsidiary of GCICL, is a
      registered Investment Advisor with the U.S. Securities and Exchange
      Commission that provides investment advisory and investment management
      services to investors in the United States.  Such investors
      include high net worth and institutional clients, personal holding
      corporations, estates, investment funds and
  trusts.
   Management
of Dynamic Funds, Portfolio Solutions and Other Investment
Solutions
  GCICL’s
core business activity is to: (i) manage or arrange for the management of and
market investment portfolios; (ii) manage the overall business of the funds,
including providing fund accounting and administration services and promoting
the sales of the securities of the funds managed by GCICL; (iii) distribute the
securities of the funds to the public through authorized distributors and
dealers; (iv) carry out research and select investment opportunities for the
funds; and (v) record the owners of securities of the funds, except where the
transfer/registrar agency services are provided by Computershare, transfer
redemption orders, issue investor account statements and issue annual tax
reporting information for the funds. A substantial portion of the revenues of
DundeeWealth’s investment management business is derived from the services
provided by GCICL to the funds.
  Dundee
Corporation
 Annual
Information Form
 9
 Pursuant
to a management agreement with each of the Dynamic Funds, the Portfolio
Solutions and the Other Investment Solutions, each entity pays a monthly or
quarterly management fee to GCICL for management and distribution services
provided to it by GCICL based on a specified percentage of the net asset value
of the applicable fund.  Such management fees are comparable to the
management fees charged by GCICL’s competitors within the investment fund
industry and can range from 0.50% to a maximum of 3.0% per annum of the net
asset value of the applicable fund.  The net asset value of a fund
depends primarily on the level of its net assets and the market value of its
portfolio investments.  In addition, certain Dynamic Funds and Other
Investment Solutions pay a performance fee to GCICL when such funds out perform
applicable benchmarks.  The performance fees payable by the Dynamic
Funds can range from 1% to a maximum of 3% of the net asset value of the
fund.  For certain Other Investment Solutions, the performance fee can
be up to 20% of the amount by which the fund’s performance exceeds its
applicable benchmark.  Management fees and performance fees may be
increased only with the prior approval of securityholders of the applicable
funds.
  In
general, each investment fund managed by GCICL is responsible for its own
administrative and operating expenses including, without limitation, audit and
legal fees, registry and transfer agency fees, custodian fees, portfolio and
investment costs, expenses of communication with securityholders, all costs
imposed by statute or regulation, and applicable taxes.  From time to
time, however, GCICL may absorb a portion of these expenses.
  Certain
Dynamic Funds, Portfolio Solutions and Other Investment Solutions are subject to
investment sub-advisory agreements pursuant to which outside investment advisory
firms have been retained to provide advice relating to all or a portion of the
investment portfolios.  These investment advisory firms receive a fee
based on a percentage of the net asset value of the portion of the fund to which
such firm provides advice and may receive a percentage of the performance fee
earned, where applicable.  These fees are paid to the investment
advisory firms by GCICL from the compensation that GCICL receives as manager of
the applicable funds.  In addition, Ravensden acts as a sub-advisor
for certain funds managed by GCICL.
   Distribution
of Dynamic Funds, Portfolio Solutions and Other Investment
Solutions
  DundeeWealth’s
investment management business employs a multi-channel strategy designed to
achieve a broad distribution of Dynamic Funds, Portfolio Solutions and Other
Investment Solutions.  Dynamic Funds, Portfolio Solutions and Other
Investment Solutions are distributed through approximately 33,000 financial
advisors located across Canada and, in respect of closed-end investment
products, investment dealer syndicates.
  As
permitted under applicable securities laws and certain industry guidelines,
GCICL provides a range of marketing support programs to assist financial
advisors in their efforts to market DundeeWealth’s investment products,
including providing research materials on Dynamic Funds and Portfolio Solutions
and marketing materials generally describing the benefits of mutual fund
investing.  GCICL organizes educational conferences and seminars for
financial advisors and, in compliance with regulatory requirements, may share
with registered dealers and brokers the cost of advertising and marketing
activities, including investor conferences and seminars.  GCICL
believes that its partnership-like relationship with independent financial
advisors assists such financial advisors by improving their time with clients
and provides them with the opportunity to learn more about giving sound
financial advice.  Such programs may be discontinued or modified at
any time without notice.
   Board
of Governors and Independent Review Committee
  GCICL has
sought to provide the securityholders of investment funds managed by GCICL, with
an independent governance body (the "Board of Governors”) for over twelve
years.  The original members of the Board of Governors were appointed
by GCICL while new members are appointed on the approval of the Board of
Governors.  The Board of Governors is composed of seven members, the
majority of whom are independent from the Company and its
subsidiaries.  The function of the Board of Governors is to
  Dundee
Corporation
 Annual
Information Form
 10
 represent
the interests of the securityholders of the investment funds managed by GCICL
and to act in an advisory capacity to GCICL.  This responsibility is
expressed in the Board of Governors' mission and mandate.  In carrying
out its mandate effectively and assisting in the decision making process, the
Board of Governors has formed the following three committees:  the
Audit Committee, the Fund Review Committee and the Governance
Committee.
  In
addition, on November 1, 2007, GCICL established an independent review committee
(“IRC”) for the investment funds managed by GCICL which deals with conflict of
interest matters presented to it by GCICL in accordance with National Instrument
81-107 – Independent Review Committee for Investment Funds.  The IRC
will provide its recommendations or approvals, as required, to GCICL with a view
to the best interests of the funds.  The IRC is currently comprised of
the following five members, all of whom are independent of the Company and its
subsidiaries: Mr. Brahm Gelfand (Chairman), Mr. Alain Benedetti, Mr. Richard
Crowe, Mr. Ronald Singer and Mr. Frank White.
   Financial
Advisory
  DundeeWealth’s
financial advisory business encompasses the advisors of Dundee Securities,
Dundee Private Investors, Dundee Insurance and Dundee Mortgage, all operating
under the Dundee Wealth Management brand.  The following is a
breakdown of advisors and branches which are operating under the Dundee Wealth
Management brand as of February 28, 2009(1):
  IIROC
      Advisors
                
                
                552MFDA
      Advisors
                
                
                682Insurance-only
      Agents
                
                
                1721,406IIROC
      Branches and Sub-Branches
                
                
                228MFDA
      Branches and Sub-Branches
                
                
                313541
                (2)
 Notes:
  (1)
                The
      majority of the branches are independent businesses owned and operated by
      advisors under the Dundee Wealth
                  Management
      brand.
  (2)
                This
      number includes 537 independent branches and sub-branches of
      DundeeWealth’s financial advisory
network.
  DundeeWealth’s
financial advisory business is a network of full service, independent financial
planning and investment professionals, who provide a wide range of wealth
management products and services to individuals and businesses across
Canada.  DundeeWealth’s open architecture approach provides investment
products created by third party entities as well as by the investment management
business of DundeeWealth.  Revenues are primarily derived from
commissions, advisory fees, transaction fees and administration fees relating to
the sale of investment, insurance and lending products.
  DundeeWealth
provides a flexible infrastructure for advisors to work within a full service
securities platform, a mutual fund dealer platform or an insurance sales
platform as either employees or independent agents.  DundeeWealth’s
flexibility is attractive to a wide variety of advisors.
  DundeeWealth
executes its strategy, in part, by providing access to high quality products,
training and management tools to its advisors and clients.  Both its
MFDA and IIROC member firms share a common back office infrastructure and
technology that provides comprehensive reporting and administrative
capabilities.
  Dundee
Corporation
 Annual
Information Form
 11
  Capital
Markets
  The
capital markets business of DundeeWealth is conducted through Dundee Securities
and operates under the Dundee Capital Markets brand.  The principal
activities included in this business unit are investment banking, institutional
equities sales and trading, and investment research.  It also includes
proprietary equity trading as well as retail fixed income and foreign exchange
activities, the latter two principally designedto service
DundeeWealth’s financial advisory and asset management businesses.  In
2008, Dundee Capital Markets realigned its principal focus in core
sectors.  Opportunities in other sectors will be explored where
merited as a result of existing relationships, changing market conditions and
other factors but resources, including financial and intellectual capital, will
be concentrated in these core sectors.  Employee numbers provided
below for Dundee Capital Markets are as of February 28, 2009.
   Investment
Banking
  DundeeWealth's
investment banking group provides a variety of financial services, including
underwriting the sale of securities to the public, private placements of
securities and advisory services related to mergers and acquisitions,
divestitures, restructurings and stock exchange listings.  The
investment banking group has technical expertise and specialized capabilities in
its core sectors.  In the last few years the investment banking group
has continued to increase its presence in Canada's investment community with
respect to its participation in both the number of transactions and in its
general participation level within underwriting syndicates.  The
investment banking and equity capital markets group currently employs 25
professionals located in Toronto, Montreal, Calgary and Vancouver.
   Institutional
Equities Sales and Trading
  The
primary focus of the institutional equities sales and trading group is the
selling, purchasing and trading of equity and equity-related securities on
behalf of institutional clients, including mutual funds, hedge funds, pension
funds, banks and insurance companies, generally involving large blocks of listed
and over-the-counter equities.  These transactions are typically
handled on an agency basis, but Dundee Securities may, from time to time, take
long or short positions as principal to facilitate client
trading.  Dundee Securities utilizes its own capital for principal
trading, both for its own account as well as to improve liquidity and facilitate
client transactions.
  The
institutional sales and trading group is comprised of 16 institutional traders,
9 institutional sales professionals and 17 professional traders located in
Toronto, Montreal, Calgary and Vancouver representing Dundee Securities on all
Canadian stock exchanges.  The institutional sales and trading group
works closely with the investment banking and the research groups to meet the
needs of institutional investors in creating and effecting equity based capital
markets transactions.  Additionally, Dundee Securities has a
proprietary equity trading team which is comprised of 3 professionals, based in
Toronto.  This team trades a proprietary account for Dundee Securities
in the equities markets.
   Investment
Research
  The
research group provides individual investors and institutional clients with
reports and opinions covering a number of industry sectors and specific
companies to assist in the making of investment decisions.  The Dundee
Securities research group has a total of 31 professionals including 14 research
analysts and 17 research associates providing research coverage on approximately
145 specific companies with a principal focus on its core sectors.
   Other
  Dundee
Capital Markets operations also include a retail fixed income operation
comprised of 5 individuals which provides fixed income product to our financial
advisory network and foreign exchange operations
  Dundee
Corporation
 Annual
Information Form
 12
  comprised of 2 individuals
who provide foreign exchange services to our financial advisory network and to
other parts of the DundeeWealth business.
  REAL
ESTATE
  Dundee
Corp.’s real estate activities consist of: (i) the operations of its 75% owned
subsidiary, Dundee Realty; and (ii) as at February 28, 2009 the Company’s
approximate 20.5% interest in Dundee REIT.  As of February 28, 2009,
Dundee Realty had 179 employees.
   Dundee
Realty
  Dundee
Realty is involved in a wide spectrum of activities in the real estate sector
including acquisition, sale, and development of commercial and residential real
estate.  Immediately following the GE Transaction (as described
below), Dundee Realty also established an asset management and advisory services
business, DREAM through which it provides third party asset management and
advisory services in the real estate sector including sourcing, acquiring and
management of commercial and residential real estate.  As of March 31,
2009, DREAM manages real estate assets in excess of $3 billion on behalf of all
of its clients.
   Land,
Housing and Condominiums
  At
December 31, 2008, Dundee Realty owned land held for development with a cost of
$160.0 million and land under development with a cost of $125.3
million.  The majority of these land holdings are located in Calgary,
Edmonton, Saskatoon and Regina.
  Dundee
Realty is also engaged in developing urban intensification projects in Toronto
and Calgary, and resort development projects in Colorado and
California.  In 2008, Dundee Realty continued to develop its inventory
of housing and condominiums.  Housing and condominiums inventory
decreased 23% mainly due to the revenue recognition related to the Pure Spirit
condominium and Dundee Realty incurred development costs of $117.2 million
during the year.  At December 31, 2008, major projects included the
development of the Pure Spirit and Clear Spirit Condominium towers in downtown
Toronto.
  During
2008:
  ·
                Construction
      continued on the 383-unit Pure Spirit condominium at The Distillery
      Historic District in Toronto and was 95% complete at year end. The
      southeast corner project, a phased 672-unit two-tower condominium
      development project on the Distillery site is progressing, with planning
      reviews and development parameters having been completed.  At
      December 31, 2008, 83% of the units of the Clear Spirit tower had been
      pre-sold.  Construction on the 35-storey Clear Spirit tower is
      expected to commence in June 2009, with closings scheduled for
      2012.
  ·
                The
      markets in Saskatoon and Regina continued to exhibit reasonable demand for
      housing, with 229 units sold in
2008;
  ·
                Construction
      continued on the Base Camp One project, a 64-unit flagship residential
      lodge in a prime ski in/ski out location at the Sol Vista ski area located
      in Granby, Colorado.  To date, 52% of the units have been
      pre-sold and the project is on schedule for completion in
      2009;
  ·
                Through
      its 20% interest in Firelight Infrastructure Fund, invested $6.0 million
      in the Dalhousie Mountain windmill project in Nova Scotia.  The
      investment was effected by converting loans and fees receivable previously
      provided to Dalhousie Mountain into an equity investment.  The
      investment was used to fund pre-delivery deposits for wind turbines and
      site preparation costs;
  Dundee
Corporation
 Annual
Information Form
 13
 ·
                Dundee
      Realty entered into a joint venture in respect of three adjacent
      properties in east Toronto for an aggregate cost of $0.9
      million.  The properties are currently earning rental income but
      the site will be used for condominium development in the
      future;
  ·
                Dundee
      Realty invested $2.6 million in capital improvements at Arapahoe Basin in
      Colorado, mainly related to parking expansion and constructing a
      pedestrian tunnel to meet increased skier demand as a result of the
      Montezuma Bowl expansion.  Dundee Realty also incurred $0.3
      million for capital improvements at the Bear Valley property in
      California, and
  ·
                The
      sale of the remaining 21 condominium units at the Princeton project in
      Calgary was realized.
   Prior
Restructuring of Dundee Realty
  The
Company completed its acquisition of Dundee Realty in 2003 pursuant to a plan of
arrangement.  In accordance with the plan, the commercial real estate
business of Dundee Realty was organized into a publicly traded real estate
investment trust, Dundee REIT, and Dundee Realty became a subsidiary of the
Company.
  In June
2006, the Company and the non-controlling shareholder of Dundee Realty
restructured their holdings in Dundee Realty, pursuant to which, among other
matters, the Company exchanged a portion of the common shares of Dundee Realty
held by it for redeemable preferred shares of Dundee
Realty.  Concurrently, the non-controlling shareholder exercised
options to acquire additional common shares of Dundee
Realty.  Following these transactions, the Company’s interest in
Dundee Realty was diluted from 86.4% to 78.3%.
  The
Company further restructured its investment in Dundee Realty in July 2006 by
transferring the indirect equity interest in Dundee REIT held by Dundee Realty
to certain newly created wholly owned subsidiaries of the
Company.  This involved: (a) the continuance of Dundee Realty under
the laws of British Columbia; (b) the exchange of part of the Company’s common
share holdings of Dundee Realty for redeemable preference shares, and the
exercise of options by the minority shareholder (resulting in the Company’s
voting and equity interest being reduced to 75%); and (c) the transfer from
Dundee Realty to the Company’s new subsidiaries of approximately 8.3 million
units of Dundee Properties Limited Partnership (“DPLP”) (each such unit being
convertible into units of Dundee REIT at the Company’s option) and 0.7 million
units of Dundee REIT (“Dundee REIT Units”).  In addition, the minority
shareholder of Dundee Realty was granted an option, through the issuance of a
class of Dundee Realty shares, which enables the minority shareholder to acquire
additional shares of Dundee Realty over a six-year period commencing in 2007 at
a cost of approximately $10.7 million.  If exercised, the shares
issued on exercise of the option will increase the minority shareholder’s voting
and equity interest in Dundee Realty from 25% at present to 30%, and
correspondingly reduce the Company’s voting and equity interest to
70%.  The option vests in equal instalments over the six-year period
and is subject to the minority shareholder remaining an employee of Dundee
Realty.  In connection with the reorganization, the Company also
extended certain loans to Dundee Realty.  See “Relationship Between the Company and
Certain Related Parties - Dundee Realty”.
  As of
February 28, 2009, the Company holds shares representing 75% of the votes and
equity of Dundee Realty, as well as various classes of preference shares
directly and indirectly through 0764704 B.C. Ltd.
   Dundee
REIT (TSX: D.UN)
  Dundee
REIT is an unincorporated, open-ended real estate investment trust and provides
high quality, affordable business premises.  It is focused on owning,
acquiring, leasing and managing mid-sized urban and suburban office properties
as well as industrial and prestige industrial properties.  As of
December 31, 2008, Dundee REIT’s office and industrial portfolio consisted of
approximately 6.6 million square feet of gross leasable area, concentrated in
Western Canada, primarily in Calgary as well as in Vancouver,
  Dundee
Corporation
 Annual
Information Form
 14
 Edmonton,
Saskatoon, Regina, Yellowknife and Toronto.  Through DMLP, Dundee REIT
currently provides property management services to its tenants and other
businesses.
  At
February 28, 2009, the Company’s interest in Dundee REIT was approximately 20.5%
and was held through its interest in Dundee Realty and certain wholly owned
subsidiaries of the Company that own limited partnership units of DPLP (which
holds all of the rental properties of Dundee REIT and Dundee REIT
Units).  The limited partnership units held indirectly by the Company
are not publicly traded and are exchangeable into Dundee REIT Units at any
time.  Dundee REIT Units are traded on the Toronto Stock
Exchange.
  The
Company, through its subsidiaries holds a corresponding voting interest in
Dundee REIT by virtue of its holdings of special trust units issued to the
holders of the Class B, Series 1 limited partnership units of
DPLP.  Pursuant to Dundee REIT’s declaration of trust, the Company has
the right to appoint up to one less than a majority of the trustees, provided
that the Company and its affiliates continue to beneficially own, in the
aggregate, at least 2,000,000 Dundee REIT Units (or securities exchangeable into
Dundee REIT Units).  The declaration of trust also provides the
Company with pre-emptive rights on the issuance of Dundee REIT Units or any
securities convertible into or exchangeable for Dundee REIT Units to maintain
its proportionate interest in Dundee REIT.
   Sale
of Portfolio Assets of Dundee REIT to GE Real Estate
  On August
24, 2007, Dundee REIT completed the sale of certain properties (the “Eastern
Portfolio”) to GE for aggregate consideration of $2.3 billion (the “GE
Transaction”).  Dundee REIT continues to own a portfolio of office and
industrial properties, primarily in Western Canada (the “Western
Portfolio”).  On closing, Dundee REIT received cash of approximately
$1.5 billion, which was utilized to redeem approximately 29.9 million Dundee
REIT Units.  In connection with the GE Transaction, GE acquired
approximately 3.5 million Dundee REIT Units for $47.50 per Dundee REIT Unit,
giving GE an approximate 16% interest in Dundee REIT.
  The
Company elected to redeem 58% of its interest pursuant to the GE
Transaction.  As a result of the transaction, the Company’s interest
in Dundee REIT increased from approximately 16% immediately prior to the
transaction to approximately 18% at such time.
   RESOURCES
  The
Company’s resource activities are carried out primarilythrough its wholly owned
subsidiary, Dundee Resources.  Operations in the resources sector are
also carried out through the Company’s 53% interest in Eurogas which is involved
in natural gas storage activities in Spain as well as the Company’s 53% interest
in Eurogas International which carries out oil and gas exploration and
development with interests in Tunisia.  The resource segment also
includes various other portfolio holdings, including an approximate 20% interest
in Dundee Precious, 25% interest in Breakwater, 43% interest in Odyssey, 26%
interest in Corona, a 33% interest in Valdez and 14% interest in
Iberian.
  Currently,
operating results from the Company’s resource operations are derived primarily
from its equity investments as Eurogas and Eurogas International are developing
energy projects that are not yet operational.  As of February 28,
2009, Dundee Resources had 10 employees.
   Eurogas
(TSX VENTURE: EUG)
  Eurogas
is an independent oil and gas exploration and development company engaged
directly in the development of a major underground natural gas storage facility
off the east coast of Spain.
  Eurogas’s
73.7% owned subsidiary, Castor UGS Limited Partnership (“CLP”), holds a 33%
interest in the Castor Exploration Permit through its investment in Escal UGS
S.L. (“Escal”), giving Eurogas an effective
  Dundee
Corporation
 Annual
Information Form
 15
  interest
of 24.6% in the Castor UGS Project.  The Castor Exploration Permit
covers the abandoned Amposta Oilfield, which will be utilized by Escal for its
underground gas storage project (“Castor UGS Project”).
   Business
Reorganization of Escal
  On
December 20, 2007, CLP entered into agreements with ACS Servicios Comunicaciones
y Energia, S.L. (“ACS”) and Enagas, S.A. (the “ACS Transaction”) pursuant to
which Escal issued shares to ACS for cash proceeds of $5.1 million such that ACS
increased its ownership in Escal from 5% to 66.67%, reducing CLP’s interest to
33.33% from 95%.  The completion of the ACS Transaction was
conditional on receipt of the Castor UGS Project development concession that was
received on May 16, 2008.
  Under the
terms of the ACS Transaction, ACS agreed that it would repay to CLP most of the
amounts it previously invested in the Castor UGS Project.  As at
December 31, 2008, CLP had received $41.1 million pursuant to this
agreement.  Subsequent to December 31, 2008, CLP received a further
payment in the amount of $2.3 million, which is the full amount CLP expects to
receive at this time.  CLP may receive further amounts up to a maximum
of $4.1 million, at a future date, should some or all of the expenditures
associated with those investments be recognized for remuneration within the
Castor UGS Project.
  In 2007,
Eurogas had funded the CLP non-controlling limited partners’ portion of a $28
million cash call in respect of the funding of the Castor UGS Project prior to
the ACS Transaction, by way of demand secured promissory notes receivable with a
value of $7.4 million.  The notes were secured by a pledge of each of
the respective partners’ interests in CLP.  During 2008, and following
receipt of proceeds pursuant to the ACS Transaction, CLP completed a cash
distribution to all of its limited partners in an amount sufficient to repay
amounts previously outstanding pursuant to these demand secured notes receivable
and the demand secured notes receivable were cancelled.
   Eurogas
Rights Offering
   On April
25, 2008, Eurogas completed a rights offering.  Under the offering one
right was issued for each common share outstanding and four rights entitled the
holder to purchase one additional common share of Eurogas at $0.97 per common
share.  The Company exercised all of its rights under its basic
subscription right and subscribed for 15,807,760 common shares.  Total
gross proceeds of the offering were approximately $29.6 million, net of
associated expenses, or total gross proceeds to Eurogas were
$30,209,379.
  At
February 28, 2009, the Company owned, directly and indirectly, 83,134,138 common
shares of Eurogas, representing approximately a 53% ownership interest in
Eurogas.
   Eurogas
International (CNSX:EI)
  Eurogas
International is an independent oil and gas company engaged in exploration and
drilling on its extensive landholdings offshore Tunisia, targeting large scale
oil and gas reserves.  Eurogas International holds a 22.5% interest
and is the non-operating partner of the Sfax Offshore Permit located in the
shallow waters in the Gulf of Gabes, offshore Tunisia and southeast of the city
of Sfax.
   Business
Reorganization of Eurogas International Inc.
  On August
5, 2008, Eurogas completed a restructuring plan that distributed 100% of its
common share interest in Eurogas International as a dividend-in-kind to
shareholders of Eurogas (the “Restructuring”), such that each shareholder of
Eurogas received one newly issued common share of Eurogas International for
every five shares of Eurogas held.  The newly issued common shares of
Eurogas
  Dundee
Corporation
 Annual
Information Form
 16
 International
distributed were placed in escrow for the benefit of shareholders of Eurogas,
pending a public listing of Eurogas International common shares.
  Prior to
the Restructuring, Eurogas exchanged its previous interest in the common shares
of Eurogas International for 32,150,000 newly issued Series A Preference Shares
and 31,143,635 newly issued common shares of Eurogas International that were
then distributed.  Eurogas continues to hold the Series A Preference
Shares which pay a fixed preferential cumulative dividend of 4% per annum and
have a redemption value of $32.1 million.  On March 27, 2009 the CNSX
approved the listing of the Eurogas International common shares.
   Agreement
with Delta Hydrocarbons B.V.
  On April
8, 2008, Eurogas International and Atlas Petroleum Exploration Worldwide Ltd.
(“APEX”) announced that they had entered into a series of agreements (the “Delta
Agreements”) with Amsterdam based Delta Hydrocarbons B.V. (“Delta”) whereby
Delta acquired a 50% interest in the Sfax Permit and the Ras El Besh Concession
(the “Joint Venture”) and a 50% interest in Innovative Production Services, Ltd.
(“IPS”) in exchange for the expenditure by Delta of an aggregate of US$125
million.  Delta’s required spending included a cash payment to Eurogas
International and APEX and funding Delta’s, as well as Eurogas International’s
and APEX’s share of future Joint Venture and IPS expenditures, including future
drilling, exploration and development costs and the acquisition of facilities as
and when required  to  a maximum of US$125 million (the
“Umbrella Agreement”).  The Umbrella Agreement provides for the
payment of US$80 million towards the Joint Venture work program and US$45
million towards activities of IPS.  Spending may be redirected to
either program, with the consent of all Joint Venture partners.  If
Delta does not fulfill its spending commitment, the 50% participating interest
that was assigned to Delta is subject to reversal and Eurogas International’s
and APEX’s interest in the Joint Venture and IPS will revert to 45% and 55%,
respectively.   The agreement received all regulatory
approvals.
  The 2009
work program and a US$12.8 million budget on the Joint Venture have been
approved, subject to technical agreement between the Joint Venture
partners.  The budget also includes US$1 million to acquire onshore
lands from which the Salloum appraisal well could be drilled.  IPS
plans to spend additional funds to renovate and upgrade an oil and production
platform that it originally acquired for US$2.4 million and then transport it to
Tunisia.  It is estimated that the total cost to IPS for purchasing
and upgrading the platform would be approximately US$18 million, with a total of
US$14.1 million having been spent to February 2009.
   Recent
Developments
   To date,
Delta has expended a total of US$109.8 million, including US$79.2 million on the
work program and US$30.6 million on the IPS Program.  Of this amount,
approximately US$11.2 million was paid to Eurogas International, representing
reimbursement of previously incurred costs.
   On
January 27, 2009, Delta notified Eurogas International and APEX of its desire to
market its participating interest under these farmout
arrangements.  Under the terms of the joint operating agreement,
Eurogas International has a right of first offer, and together with APEX,
responded with a settlement offer on February 26, 2009.  Discussions
are underway between the Joint Venture partners.  Depending on the
outcome of the discussions, Delta’s interest in the Joint Venture may be
reversed and Eurogas International’s interest in the Joint Venture and IPS may
revert to 45%.  If reversed, Eurogas International would be
responsible for 45% of future expenditures, including expenditures related to
the 2009 work program, IPS activities, and reclamation costs.
   Upon
completion of drilling and testing the REB-3 well, the Joint Venture partners
requested and received approval from the Tunisian government to temporarily
suspend the well and release the drilling rig, both of which were
done.  Agreement by the Tunisian government was subject to the
re-interpretation and
  Dundee
Corporation
 Annual
Information Form
 17
 remapping
of seismic data.  The well must be abandoned or re-entered by April
23, 2009.  The operator is planning to request an extension from the
Tunisian government to complete the seismic work after which the Joint Venture
partners will decide to either re-enter or abandon the well.  In the
event of abandonment, the estimated aggregate cost to the Joint Venture is
estimated at between US$6 million to US$10 million.  If the decision
is made to abandon the well, the Joint Venture partners may have to adjust the
2009 work program and budget accordingly.
   Expiry
of Farmout Option Agreement with Anadarko Petroleum Corporation
(“Anadarko”)
   Eurogas
International and APEX had entered into a farmout option agreement with Anadarko
in May 2006 pursuant to which Anadarko acquired a 520 km2 3-D seismic survey for
$15.5 million.  Anadarko did not elect to proceed under the terms of
the farmout option agreement by April 1, 2008 and accordingly, forfeited all
rights to conduct work or receive any interest in the farmout
areas.
   At
February 28, 2009, the Company owned, directly and indirectly, 16,813,691 common
shares of Eurogas International, representing approximately a 53% ownership
interest in Eurogas International.
   Dundee
Precious (TSX: DPM)
   Dundee
Precious is a Canadian based, international mining company engaged in the
acquisition, exploration, development and mining of precious
metals.  In 2003, it acquired certain Bulgarian mining assets and
following the approval of its shareholders on April 15, 2004, transformed itself
into an operating gold mining company.  Dundee Precious’ business
objectives are to identify, acquire, finance, develop and operate low-cost,
long-life mining properties.
   The
Company’s operating interests include 100% ownership of Chelopech Mining EAD
(“Chelopech”) a gold, copper, silver concentrates producer, owner of the
Chelopech mine located approximately 70 Kilometres east of Sofia, Bulgaria and a
95% interest in Vatrin Investment Limited (“Vatrin”), a private entity which
holds 100% of Deno Gold Mining Company CJSC (“Deno Gold”), its principal asset
being the Kapan mine, a gold, copper, zinc, silver concentrates producer located
about 320 kilometres south east of the capital city of Yerevan in southern
Armenia.  Dundee Precious’ interest also include a 100% interest in
the Krumovgrad development stage gold property located in south eastern
Bulgaria, near the town of Krumovgrad, through its wholly owned subsidiary,
Balkan Mineral and Mining EAD (“BMM”) and three significant exploration and
exploration concessions in one of the larger gold-copper-silver mining regions
in Serbia.
   In
response to adverse economic conditions, Dundee Precious announced that steps
were being taken to reduce, eliminate and/or defer all non-critical expenditures
and to potentially dispose of certain of its exploration
assets.  While operations in the Chelopech mining facilities will
continue their normal course, Dundee Precious temporarily suspended operations
at Deno Gold in November 2008.  Dundee Precious also ceased all
exploration and drilling activities on its Armenian and Serbian properties and
at its Back River project in the fourth quarter of 2008.
   Bulgaria
  Operations
at the Chelopech mining facilities are continuing their normal
course.  Steps have been taken to reduce, eliminate and/or defer
non-critical expenditures.  The Chelopech concentrate sales contract
with Namibian Customs Smelters (“NCS”) was extended to 2013, giving Chelopech
the right to sell up to 120,000 tonnes of concentrate per year to NCS for the
years 2011, 2012 and 2013 and to reduce concentrate sales on 12 months’ notice
to allow for the start-up of the metals processing facility (“Facility”) in
Bulgaria.  This arrangement provides Dundee Precious with assurances
regarding the processing of its
  Dundee
Corporation
 Annual
Information Form
 18
 concentrate
while it finalizes its plans for the construction and start-up of the Chelopech
expansion project.
  Following
the approval of the Chelopech environmental impact assessment (“EIA”) by the
Bulgarian Minister of Environment and Water (“MoEW”) in July 2008, Dundee
Precious began the process of obtaining the necessary construction and operating
permits to expand the Chelopech project to, among other things, increase mine
production capacity to two million tonnes of ore per year (the permit allows for
an expansion of up to three million tonnes per year) and the construction of the
Facility.  Pursuant to a Memorandum of Understanding (“MOU”) with the
Bulgarian Government signed in July 2008, the Bulgarian Government will own a
25% interest in a yet to be formed joint stock company that will construct, own
and operate the Chelopech Facility designed to process the Chelopech copper/gold
concentrate into finished metals.  Chelopech has also agreed to pay a
higher royalty in accordance with the Bulgarian Ordinance on Royalty Computation
for all metals that can be mined economically and to provide a financial
guarantee for environmental closure and rehabilitation costs for the Chelopech
mine.  The feasibility study in respect of the Chelopech expansion
project is currently being updated to reflect current
circumstances.  The official recommencement of the Chelopech expansion
project will be dependent on satisfactory results and acceptance of the updated
definitive feasibility study anticipated in the first quarter of 2009, receipt
of the required permits, approval by Dundee Precious’ Board of Directors and
external financing.
  In March
2008, the Government of Bulgaria and the Company entered into an
agreement-in-principle concerning the implementation of the Chelopech expansion
project.  Further to this agreement, on June 26, 2008, Bulgaria’s
council of Ministers approved a resolution instructing the Minister of Economy
and Energy to enter into an MOU with Dundee Precious.  The MOU was
signed July 10, 2008 and provides that the Bulgarian Government and Dundee
Precious will address and resolve all outstanding issues of concern to both
parties.  In view of this, while the Krumuvgrad gold project was not
part of the Council of Ministers resolution and the MOU, it is the Company’s
intention to have separate discussions regarding this project.
  Dundee
Precious has also filed an environmental impact assessment (“EIA”) with the
Ministry on its Krumovgrad Gold Project in Bulgaria.  Dundee Precious
has not received a decision on this study from the Ministry within the statutory
time limit required by Bulgarian law and, accordingly, Dundee Precious has
brought this issue in front of the Bulgarian Court.  In February 2007,
Dundee Precious announced that the Supreme Administrative Court of Bulgaria had
revoked the silent refusal of the Ministry and has required the Ministry to
issue a pronouncement on the Krumovgrad EIA.  The Ministry has filed
an appeal of this latest decision and Dundee Precious is awaiting the decision
of the Court of Appeal to revoke the silent refusal of the Minister of the
Environment and Waters.  Consequently, the Krumovgrad Gold Project
will be delayed until the EIA is approved.
  On
December 1, 2008, in response to the notification filed on September 17, 2008,
Dundee Precious received a letter from the MoEW requesting Dundee Precious to
prepare a Compatibility Assessment Report (the “Report”) for the Krumorgrad
Project and provide an update of the EIA in accordance with the findings of the
Report.  This Report will assess the compatibility of the Project
within the scope and purpose of Natura 2000, the European network of projected
sites, and is a prerequisite for the issuance of a decision of the
EIA.  The letter states that following the submission of the requested
documents, both the EIA and the Report will be submitted for consideration by
the Supreme Expert Environmental Council at the MoEW (“SEEC”).  As the
compatibility assessment and the EIA procedures are aligned, the MoEW should
issue a single final resolution for the Project based on the findings of both
procedures following review by the SEEC.
   Serbia
  In April
2006, Dundee Precious and the Government of Serbia signed exploration and mining
concession contracts for three exploration and exploitation
concessions.  The exploration concession is granted for a three-year
period, renewable for an additional two years, and includes mining rights that
have been
  Dundee
Corporation
 Annual
Information Form
 19
 granted
for 25 years.  In November 2007, Dundee Precious announced a new,
major molybdenum-rhenium project in Serbia and in February 2008 announced
further exploration work in Serbia and continues to support the previously
announced molybdenum mineralization and its Surdulica Project in southeastern
Serbia.  A scoping study is underway with expected completion in the
second quarter of 2008.  In February, 2008 Dundee Precious announced
that its exploration team in Serbia had identified a major zone of limestone
hosted or “Carlin” style gold mineralized in northeastern Serbia.  In
November 2008, Dundee Precious announced it had ceased oil exploration and
drilling activities on its Serbian properties.
   Nunavut,
Canada
  In 2006,
Dundee Precious increased its interest in the Back River project to 100%, which
comprises certain exploration properties located in Nunavut in the Canadian
Arctic.  In November 2008, Dundee Precious announced it had ceased oil
exploration and drilling activities on its Nunavut, Canada
properties.  On March 30, 2009, Dundee Precious announced that it had
entered into an agreement with Sabina Silver Corporation to sell its Back River
project in consideration for cash and securities of Sabina Silver
Corporation.
   Armenia
  In
August, 2006, Dundee Precious acquired 80% of Vatrin Investment Limited, a
private entity that holds 100% of Deno Gold Mining Company, its principal asset
being the Kapan Mine in southern Armenia.  The purchase price was
US$22 million and Dundee Precious has committed an additional US$10 million for
mine expansion.  In December 2007, Dundee Precious acquired an
additional 15% interest in Vatrin.
  In
November 2008, Dundee Precious announced that it would temporarily suspend
operations at Deno Gold to place the facilities on care and maintenance pending
a significant improvement in metal prices.
  In an
agreement reached on January 15, 2009 between Deno Gold and the Republic of
Armenia’s  Ministry of Energy and Natural Resources, amongst other
things, it was agreed that Deno Gold’s Shahumyan mine license would be extended
for an additional 12 years to 2032 and that the license agreement would be
extended to the full extent of the mining license and that the Centralni license
would be terminated and that, with limited exceptions, all contractual
responsibility of Deno Gold, with respect to such license would be
waived.
  Dundee
Precious remains committed to its investment in Armenia and plans to resume
operations and its development plans when the economic climate
improves.
   Other
Developments
  On
November 20, 2008, Dundee Precious completed a public offering of units for
aggregate proceeds of approximately $80 million, with an over allotment granted
to the underwriter for an additional 15%.  The offering consisted of
the issuance of units at $2.25 per unit.  Each unit included a common
share and one half of a warrant to purchase an additional common share at a
price of $3.25 per unit for a period of seven years.  In total,
including the over-allotment option, Dundee Precious issued 35,556,000 common
shares and 20,444,500 warrants pursuant to the offering for gross proceeds of
$81,590,234.  Pursuant to the offering, Dundee Corporation acquired
6.8 million units, or 6.8 million common shares, and 3.4 million
warrants.
  At
February 28, 2009, the Company owned, directly and indirectly, 19,442,555 common
shares of Dundee Precious, representing approximately a 19.9% ownership interest
in Dundee Precious.  The Company also owns 3,925,500 warrants of
Dundee Precious.
  Dundee
Corporation
 Annual
Information Form
 20
  Breakwater
(TSX: BWR)
  Breakwater
is a resource company engaged in mining base metal deposits in the
Americas.  Breakwater owns or has the exploration rights to base metal
and gold exploration properties in Canada, Chile, Honduras and Tunisia and is
also engaged in the acquisition, exploration and development of base and
precious metals deposits globally.
  Breakwater’s
principal product is zinc concentrate.  It also produces copper, lead
and gold concentrates and silver by-products.  Breakwater sells
concentrates to smelters located in Canada, Europe, Asia and South America and
to resellers who sell the concentrates to smelters throughout the
world.  Breakwater sells a portion of the concentrate it produces
under long-term supply agreements.  A portion is also sold by tender
as well as into the spot market.
  For the
majority of 2008, Breakwaters’ concentrate production was derived from two mines
located in Canada, one each in British Columbia (Myra Falls) and Quebec
(Langlois); and a mine located in each of Chile (Toqui) and Honduras
(Mochito).  The Langlois mine began production in November 2006 and
commenced commercial production for accounting purposes on July 1,
2007.  On October 28, 2008, Breakwater announced the temporary
suspension of operations at both Langlois and Myra Falls.  This
decision was precipitated by the decline in commodity prices and the general
deterioration of the economic outlook globally, which mitigated the overall
operational improvements in production and costs at both mines.  At
Langlois, the temporary cessation of operations took full effect by November 2,
2008.  At Myra Falls, results of exploration activities caused
Breakwater to operate on a reduced scale with a smaller
workforce.  The Langlois mine was placed on care and maintenance
effective November 2, 2008.  Production may only resume at the
Langlois mine and return to prior levels at the Myra Falls mine if zinc prices
significantly increase.
  On March
17, 2009, Breakwater announced that is had filed a preliminary short form
prospectus in connection with a proposed marketed public offering of a minimum
of $20 million of common shares of Breakwater.  The number of common
shares to be distributed and the price per common share are to be determined in
the context of the market with the final terms to be determined at the time of
pricing.  Breakwater has granted to the underwriters an option,
exercisable in whole or in part, at the discretion of the underwriters, for a
period of 30 days from the closing date of the offering, to purchase up to that
number of additional common shares equal to 15% of the common shares sold
pursuant to this offering, to cover over-allotments, if any, and for market
stabilization purposes.
  Breakwater
intends to use the net proceeds of the offering to pay trader creditors,
customers and restructuring fees, with the balance available for general
corporate purposes.
  The
Company has advised Breakwater its intention to purchase common shares under the
offering to maintain its approximate pro rata ownership interest in Breakwater
(based on a $20 million offering.)
  At
February 28, 2009, the Company owned, directly and indirectly, 113,002,510
common shares of Breakwater, representing approximately a 25.2% ownershipinterest.
   Odyssey
Resources Limited (TSX Venture: ODX)
  Odyssey
is a Canadian based junior mining exploration company whose main focus has been
in Morraco and Turkey.  In May 2008, Odyssey effected a one-for-ten
share consolidation reducing the number of common shares outstanding at that
time to approximately 8.68 million.  Dundee Corp’s position at that
time was approximately 15.74% undiluted and 17.75% partially diluted assuming
the conversion of its warrants.
  On August
12, 2008, the Company, through its wholly-owned subsidiary Dundee Resources,
acquired through a non-brokered private placement with Odyssey, 10,000,000
common shares of Odyssey at a price of $0.25 per common
share.  Following this transaction, the Company owns directly or
indirectly an
  Dundee
Corporation
 Annual
Information Form
 21
 aggregate
of 11,366,136 common shares of Odyssey and 175,000 common share purchase
warrants, representing an approximate 43%ownership interest in
Odyssey.
   Corona
(TSX: CRG)
  Corona is
a resource focused exploration, development and investment company that has
historically been involved in the exploration of geologically attractive
properties for precious and base metals in Canada.
  At
February 28, 2009, the Company owned, indirectly, 4,971,197 common shares,
representing approximately a 26.4% ownership interest in Corona.
   Valdez
(TSX VENTURE: VAZ)
  Valdez’
business focuses on the acquisition, exploration and subsequent development of
mineral resource properties in Mexico, including the Los Jarros and Jarros Norte
properties in the province of Chihuahua, as well as other geologically
attractive countries with stable political and investment climates.
  At
February 28, 2009, the Company owned, indirectly, 26,458,972 common shares,
representing approximately a 33.2% ownership interest in Valdez.
   Iberian
Minerals Corp. (TSX VENTURE: IZN)
  Iberian
is a Canadian-based global copper and zinc company with interests in Spain and
Peru.
  As of
February 28, 2009, assuming conversion of the debenture and warrants held in
Iberian, Dundee Resources would own an approximate 14% ownership
interest.
   OTHER
INVESTMENTS AND CORPORATE COSTS
  The
Company’s other investments include investments in both publicly listed and
private companies in a variety of sectors as well as investments in highly
liquid securities such as mutual funds.  This operating segment of the
Company also includes the Company’s general corporate overhead costs, which are
not specifically allocated to any operating division.
   Financings
  The
Company may seek additional financing with one or more financial institutions or
in the capital markets from time to time.  On June 28, 2006, the
Company completed a public offering of 6,000,000 Cumulative Redeemable First
Preference Shares, Series 1 (the “Series 1 Shares”).  The Series 1
Shares were priced at $25.00 and carry a 5.00% annual dividend.  The
Company used the net proceeds of this offering for general corporate purposes
including for the redemption of the $150 million principal amount 6.7% senior
unsecured debentures of the Company.  No offerings were completed in
2007 or 2008.
   Acquisition
and Disposition of Assets
  At any
point in time, Dundee Corp. may be involved in various stages of discussions
and/or negotiations to complete one or more transactions including acquisitions
or dispositions directly or through its wholly or partially owned subsidiaries
which carry on certain of the Company’s activities and
investments.  These prospective transactions may be with respect to
companies operating within existing businesses or business channels not yet
identified or pursued by Dundee Corp.  In respect of any potential
acquisition, the purchase price may be paid in cash, through the issue of
securities of the Company or of a subsidiary
  Dundee
Corporation
 Annual
Information Form
 22
 of the
Company or through a combination thereof and may be financed through debt,
equity or internally financed.  There can be no assurance that any of
the transactions being discussed or negotiated will be completed.  The
Company may increase or decrease its interest in certain of its holdings, may
combine or restructure certain of its holdings into new investment products or
new stand-alone entities or may entirely dispose of certain of its holdings in
the future.  Accordingly, during any period, the market value of the
Company’s holdings will vary and the amounts that are recorded as investment
gains and losses may fluctuate significantly.
  For
additional information relating to Dundee Corp.’s business, please see the
information under the heading “Operating Segments and Significant Investments”
in the Company’s Management’s Discussion and Analysis for the year ended
December 31, 2008 (the “2008 MD&A”), which is incorporated by reference
herein and is available on SEDAR at www.sedar.com.
   DIVIDEND
POLICY
  The
current practice of the Company is to pay dividends to the holders of its Series
1 Shares.  The Company has not established a dividend policy with
respect to the Subordinate Voting Shares or the Common Shares of the
Company.  The dividend policy with respect to all of the shares of the
Company is reviewed by the directors of the Company on a quarterly basis and any
future determination to pay dividends will be at the discretion of the directors
of the Company and will depend on the financial condition, results of operations
and capital requirements of the Company and such other factors as the directors
of the Company consider relevant.
  The
following table discloses the dollar amount of cash dividends declared per share
for the Series 1 Shares of the Company outstanding during the financial years
ended December 31, 2008, 2007 and 2006:
  Dividends per Outstanding
    Share
                
                2008
                
                
                2007
                
                
                2006(1)Series
      1 Shares
                
                $
                1.25
                
                
                $
                1.25
                
                
                $
                0.63187
 Notes:
  (1)
                The
      Company began paying dividends on the Series 1 Shares on October 2,
      2006.
   MARKET FOR
SECURITIES
  SUBORDINATE
VOTING SHARES
  The
Subordinate Voting Shares are currently listed and posted for trading on the
Toronto Stock Exchange under the symbol DC.A.  The Common Shares were
delisted from the Toronto Stock Exchange on January 31, 2000.  The
following table sets forth information relating to the price range and volume
traded for the Subordinate Voting Shares on a monthly basis for each month of
the year ended December 31, 2008:
  Dundee
Corporation
 Annual
Information Form
 23
 Month
                High Price
                  (Cdn.
      $)
                Low
      Price
                  (Cdn.
      $)
                Close
      Price
                  (Cdn.
      $)
                Traded
      VolumeJanuary
      2008
                19.47
                12.31
                15.17
                3,086,033February
      2008
                16.73
                14.16
                15.34
                1,916,434March
      2008
                15.44
                11.62
                13.21
                2,741,385April
      2008
                14.98
                12.19
                13.82
                4,032,374May
      2008
                14.68
                11.99
                12.60
                3,079,981June
      2008
                13.50
                12.34
                12.34
                3,676,435July
      2008
                12.95
                10.85
                12.90
                3,571,382August
      2008
                14.35
                12.11
                14.15
                2,095,382September
      2008
                14.35
                10.32
                10.43
                1,837,663October
      2008
                11.49
                4.66
                5.45
                5,785,435November
      2008
                6.85
                3.82
                5.00
                8,708,504December
      2008
                6.46
                3.73
                6.05
                7,108,479
  5.85%
DEBENTURES
  The 5.85%
Debentures, as defined in “Description of Share Capital - Debentures”, are
currently listed and posted for trading on the Toronto Stock Exchange under the
symbol DC.DB.
  The
following table sets forth information relating to the price range and volume
traded for the 5.85% Debentures on a monthly basis for each month of the year
ended December 31, 2008:
  Month
                High Price
                  (Cdn.
      $)
                Low
      Price
                  (Cdn.
      $)
                Close Price
                  (Cdn.
      $)
                Traded
      VolumeJanuary
      2008
                113.50
                106.20
                107.99
                700February
      2008
                115.08
                107.00
                115.08
                1,220March
      2008
                116.00
                116.00
                116.00
                50April
      2008
                114.50
                109.54
                112.00
                1,860May
      2008
                111.04
                106.00
                111.04
                760June
      2008
                112.39
                107.31
                107.99
                650July
      2008
                105.73
                100.77
                101.40
                490August
      2008
                109.71
                106.18
                107.80
                1,140September
      2008
                106.55
                99.00
                99.00
                700October
      2008
                92.44
                85.00
                85.00
                760November
      2008
                -
                -
                -
                0December
      2008
                -
                -
                -
                0
  SERIES
1 SHARES
  The
Series 1 Shares are currently listed and posted for trading on the Toronto Stock
Exchange under the symbol DC.PR.A.
  The
following table sets forth information relating to the price range and volume
traded for the Series 1 Shares on a monthly basis for each month of the year
ended December 31, 2008:
  Dundee
Corporation
 Annual
Information Form
 24
  Month
                High Price
                  (Cdn.
      $)
                Low
      Price
                  (Cdn.
      $)
                Close
      Price
                  (Cdn.
      $)
                Traded
      VolumeJanuary
      2008
                21.95
                19.90
                21.17
                80,490February
      2008
                22.55
                20.92
                22.49
                32,394March
      2008
                22.25
                20.15
                20.98
                62,700April
      2008
                22.25
                20.66
                21.49
                45,480May
      2008
                21.70
                21.06
                21.46
                64,185June
      2008
                21.60
                19.70
                20.20
                100,475July
      2008
                20.69
                18.10
                18.25
                51,228August
      2008
                21.34
                18.35
                21.09
                53,380September
      2008
                20.99
                17.00
                17.45
                72,030October
      2008
                17.51
                12.85
                15.00
                544,087November
      2008
                15.91
                10.00
                10.41
                102,913December
      2008
                12.84
                9.34
                12.50
                247,892
  DIRECTORS AND
OFFICERS
  The
following table sets forth the name and place of residence, position held with
the Company and principal occupation of each of the directors and officers of
the Company as of February 28, 2009.  Directors of the Company hold
office until the next annual meeting of shareholders of the Company or until
their successors are elected or appointed.
  Name
      and
                  Place
      of Residence
                Position
      Held
                  in
      the Company
                Director
      Since
                Principal
      OccupationDirectors (including
      Directors who are Officers)Normand
      Beauchamp (1) (2)
                  Montreal,
      Québec, Canada
                Director
                1991
                President,
      Capital NDSL Inc., investment companyJonathan
      Goodman
                  Toronto,
      Ontario, Canada
                Director
                1996
                President
      and Chief Executive Officer, Dundee Precious Metals Inc., an operating
      gold mining companyNed
      Goodman
                  Innisfil,
      Ontario and
                  Saint-Sauveur,
      Québec, Canada
                President,
      Chief Executive Officer and Director
                1991
                President
      and Chief Executive Officer, Dundee Corp. and Chairman,
      DundeeWealthHarold
      P. Gordon (2)
      (3)
                  Sunny
      Isles, Florida, U.S.A.
                Chairman
      and Director
                2000
                Chairman,
      Dundee Corp.Ellis
      Jacob (1)
                  Toronto,
      Ontario, Canada
                Director
                2008
                President
      and Chief Executive Officer, Cineplex EntertainmentDr.
      Frederick H. Lowy (3)
                  Montreal,
      Québec, Canada
                Director
                1999
                Consultant;
      President Emeritus,
                  Concordia
      UniversityGarth
      A.C. MacRae (1)
                  Toronto,
      Ontario, Canada
                Director
                1991
                Director
      of public and private companies
  Dundee
Corporation
 Annual
Information Form
 25
 Name
      and
                  Place
      of Residence
                Position
      Held
                  in
      the Company
                Director
      Since
                Principal
      OccupationRobert
      McLeish (1)
                  Toronto,
      Ontario, Canada
                Director
                2002
                ConsultantK.
      Barry Sparks (1)
                  Toronto,
      Ontario, Canada
                Director
                1993
                President,
      Torvan Capital Group, corporate advisory and management
      companyHarry
      R. Steele (2)
      (3)
                  Dartmouth,
      Nova Scotia, Canada
                Director
                1991
                Chairman,
      Newfoundland Capital Corporation Limited, communications
      companyNon-Director
      OfficersJoanne
      Ferstman
                  Toronto,
      Ontario, Canada
                Executive
      Vice President, Chief Financial Officer and Corporate
      Secretary
                
                Executive
      Vice President, Chief Financial Officer and Corporate Secretary, Dundee
      Corp.; Vice Chairman, Chief Financial Officer and Head of Capital Markets,
      DundeeWealthLucie
      Presot
                  Toronto,
      Ontario, Canada
                Vice
      President and Controller
                
                Vice
      President and Controller, Dundee Corp. and DundeeWealthLili
      Mance
                  Toronto,
      Ontario, Canada
                Assistant
      Corporate Secretary
                
                Assistant
      Corporate Secretary, Dundee Corp. and
  DundeeWealth
 
  Notes:
   (1)
                Member
      of Audit Committee
   (2)
                Member
      of Compensation Committee
   (3)
                Member
      of Corporate Governance Committee
  
  Each of
the foregoing individuals has held his or her present principal occupation, or
other executive offices with the same company or its predecessors or affiliates
for the past five years, except for Joanne Ferstman who was formerly Executive
Vice President of DundeeWealth.  Mr. Gordon was a director of Great
Northern Paper, Inc., a private U.S. corporation, until June 3, 2002,
approximately seven (7) months before such corporation filed for an arrangement
under Chapter 11 of the U.S. Bankruptcy Code on January 9, 2003, followed by
liquidation on May 22, 2003 pursuant to Chapter 7 of such Act.  Mr.
Beauchamp was a director of CINAR Corporation, a company which was, among other
things, the subject of a cease trade order.  Mr. Steele was a director
of Canada 3000 Inc. between May 16, 2000 and November 10, 2001, a company that
sought protection under the Companies Creditors Arrangement
Act (Canada) on November 11, 2001.
  As of
February 28, 2009, the directors and senior officers of the Company as a group
beneficially owned, directly or indirectly, or exercised control over, 4,021,692
Subordinate Voting Shares, representing approximately 5.7% of the outstanding
Subordinate Voting Shares, and 2,556,651 Common Shares, representing
approximately 82% of the outstanding Common Shares, in the aggregate
representing approximately a 8.9% equity interest and approximately a 67.8%
voting interest in the Company.  Pursuant to the deferred share unit
plan of the Company, the directors and senior officersof the Company also hold
an aggregate of 697,781 deferred share units.  As of February 28,
2009, Mr. Ned
  Dundee
Corporation
 Annual
Information Form
 26
 Goodman
owned Subordinate Voting Shares, options to purchase Subordinate Voting Shares,
Common Shares and an option to purchase Common Shares representing approximately
an 80.5% voting interest in the Company assuming the exercise of such
options.  See also
“Relationship Between the Company and Certain Related Parties”
below.
  As of
February 28, 2009, the directors and senior officers of the Company as a group
beneficially owned, directly or indirectly, or exercised control over:
72,020,526 common shares; 5,453,668 first preference shares, series X, 508,571
special shares, series C, 250,000 special shares, series D and 10,000 special
shares, series E of DundeeWealth, together representing approximately a 62.8%
voting interest in DundeeWealth.  Of this 62.8% voting interest, the
Company owned, directly or indirectly, or exercised control over a 62.4% voting
interest in DundeeWealth on a non-diluted basis.
  As of
February 28, 2009, the directors and senior officers of the Company as a group
beneficially owned, directly or indirectly, or exercised control over 85,226,404
common shares of Eurogas, representing approximately a 54.7% ownership interest
in Eurogas.  Of this 54.7% ownership interest, the Company owned,
directly or indirectly a 53% ownership interest in Eurogas on a non-diluted
basis.
   DESCRIPTION OF SHARE
CAPITAL
  The
Company is authorized to issue an unlimited number of Subordinate Voting Shares,
an unlimited number of Common Shares, an unlimited number of first preference
shares, issuable in series (“First Preference Shares”), an unlimited number of
second preference shares, issuable in series (“Second Preference Shares”) and an
unlimited number of third preference shares, issuable in series (“Third
Preference Shares”).  The following is a summary of the rights,
privileges, restrictions and conditions attached to each class of shares of the
Company.
   SUBORDINATE
VOTING SHARES AND COMMON SHARES
  Holders
of Subordinate Voting Shares and Common Shares are entitled to one vote and 100
votes, respectively, for each such share held on all votes taken at meetings of
the shareholders of the Company.  As of February 28, 2009, there were
issued and outstanding 71,139,788 Subordinate Voting Shares and 3,119,788 Common
Shares and such outstanding Subordinate Voting Shares represented an aggregate
of 18.6% of the votes entitled to be voted at a meeting of holders of
Subordinate Voting Shares and holders of Common Shares.  Subject to
the rights of holders of First Preference Shares, Second Preference Shares,
Third Preference Shares and other shares of the Company ranking prior to the
Subordinate Voting Shares and Common Shares, the Subordinate Voting Shares and
Common Shares participate equally, share for share, as to
dividends.  The Common Shares are convertible into Subordinate Voting
Shares on a one-for-one basis at any time, subject to adjustment.
  In the
event an offer to purchase Common Shares is made which must, by reason of
applicable securities legislation or the requirements of a stock exchange on
which the Common Shares are then listed, be made to all or substantially all of
the holders of Common Shares residing in any province of Canada, each
Subordinate Voting Share will be convertible at the option of the holder into
one Common Share, subject to adjustment, at any time from the day the offer is
made until: (a) in the case of an offer other than an offer made through the
facilities of a stock exchange, the latest time for deposit of Common Shares
under the offer; and (b) in the case of an offer made through the facilities of
a stock exchange on which the Common Shares are listed, 12:30 p.m., Toronto
time, on the business day immediately preceding the last date upon which holders
of Common Shares may accept the offer.  The right of conversion into
Common Shares will not come into effect in the event that an identical offer in
terms of price per share, percentage of shares to be taken up and other
essential terms is made to purchase Subordinate Voting Shares concurrently with
the offer to purchase Common Shares.  All Subordinate Voting Shares so
converted into Common Shares will be automatically reconverted into Subordinate
Voting Shares: (a) in the case of Common Shares taken up and purchased under the
offer, immediately after the Common Shares are taken up and purchased under the
offer; or (b) in the case of Common Shares not taken up and purchased under the
offer, immediately after such Common Shares are released to the holder
thereof.
  Dundee
Corporation
 Annual
Information Form
 27
 Each
Subordinate Voting Share will be automatically converted into a Common Share in
the case of an exempt take-over bid for Common Shares at a price per Common
Share exceeding 115% of the trading price of the Subordinate Voting Shares by an
offeror acquiring shares of the Company such that the offeror holds voting
shares of the Company having attached thereto 50% or more of the votes attached
to all of the then outstanding shares of the Company.  Other than as
set out above, holders of Subordinate Voting Shares and Common Shares rank
equally in all respects.
  Subject
to the rights of holders of First Preference Shares, Second Preference Shares,
Third Preference Shares and other shares of the Company ranking prior to the
Subordinate Voting Shares and Common Shares, holders of Subordinate Voting
Shares and Common Shares are entitled to participate equally in the property and
assets of the Company available to such holders in the event of the liquidation,
dissolution or winding-up of the Company.
  The
listing agreement between the Company and The Toronto Stock Exchange provides
that, prior to the issue from treasury of any Common Shares, the separate
approval of holders of Subordinate Voting Shares is required in addition to any
shareholder approvals which might otherwise be required by The Toronto Stock
Exchange or any other exchange on which such shares are listed.  This
restriction does not apply to the issue of Common Shares upon conversion of
Subordinate Voting Shares in accordance with the rights thereof or pursuant to
the declaration of stock dividends on the Common Shares payable in Common Shares
provided that such stock dividends do not result in the issue in any calendar
year of more than 5% of the Common Shares issued and outstanding as at the last
day of the immediately preceding calendar year.
   FIRST
PREFERENCE SHARES
  Each
series of First Preference Shares, with respect to the payment of dividends and
the distribution of assets in the event of the liquidation, dissolution or
winding-up of the Company, will rank on a parity with the First Preference
Shares of every other series and senior to the Subordinate Voting Shares, Common
Shares, Second Preference Shares and Third Preference Shares.
  Except in
accordance with any voting rights which may be attached to any series of First
Preference Shares, the holders of First Preference Shares are not entitled to
receive notice of, or to attend, any meeting of shareholders of the Company, nor
are they entitled to vote at any such meeting (except for a meeting called for
the purpose of authorizing the dissolution of the Company or the sale, lease or
exchange of all or substantially all of its property).  The approval
of holders of First Preference Shares as a class to any matters which, by law,
require such approval, may be given by the affirmative vote of holders of not
less than two-thirds of the First Preference Shares represented and voted at a
meeting called and held for such purpose.
   Series
1 Shares
  The
fourth series of First Preference Shares are designated as Series 1 Shares and
6,900,000 Series 1 Shares are authorized to be issued.  Holders of
Series 1 Shares are not entitled to any voting rights (except as otherwise
provided by law or in the conditions attaching to the First Preference Shares as
a class).
  The
Series 1 Shares are redeemable at the option of the Company for a cash price of
$27.25 per share if redeemed prior to June 30, 2007 and declining to $25.00 if
redeemed on or after June 30, 2015, together with all accrued and unpaid
dividends thereon, provided that redemptions prior to June 30, 2011 shall be
limited to circumstances in which the Series 1 Shares are entitled to vote
separately as a class or series by law.
  Prior to
June 30, 2016, a holder of Series 1 Shares cannot require the Company to redeem
any Series 1 Shares.  On or after June 30, 2016, a holder of Series 1
Shares may require the Company to redeem
  Dundee
Corporation
 Annual
Information Form
 28
 such
shares for a cash price of $25.00 per share, together with all accrued and
unpaid dividends thereon.  On or after June 30, 2006 and prior to June
30, 2016 each Series 1 Share will be convertible at the option of the Company,
into Subordinate Voting Shares of the Company provided that any conversions
prior to June 30, 2011 shall be limited to circumstances in which the Series 1
Shares are entitled to vote separately as a class or series by
law.  The number of Subordinate Voting Shares into which each Series 1
Share may be so converted will be determined by dividing the then applicable
redemption price per Series 1 Share, together with all accrued and unpaid
dividends up to but excluding the date fixed for conversion, by the greater of:
(i) $2.00; and (ii) 95% of the weighted average trading price of the Subordinate
Voting Shares on the Toronto Stock Exchange for the 20 consecutive trading days
ending on the fourth day prior to the date specified for conversion or, if such
fourth day is not a trading day, the immediately preceding trading
day.  The Company does not currently intend to convert the Series 1
Shares.
  The
Company may purchase for cancellation all or any part of the then outstanding
Series 1 Shares on the open market, by private agreement or
otherwise.
  The
holders of Series 1 Shares are entitled to receive quarterly fixed cumulative
preferential cash dividends, if, as and when declared by the Board of Directors,
in an amount equal to $1.25 per share per annum (less any tax required to be
deducted and withheld by the Company from payments to non-residents) to accrue
daily from and including the original date of issue, payable on the last day of
March, June, September and December in each year.
  In the
event of the liquidation, dissolution or winding up of the Company, holders of
Series 1 Shares are entitled to receive from the assets of the Company an amount
equal to $25.00 per Series 1 Share, together with an amount equal to all accrued
but unpaid dividends thereon, before any amount shall be paid by the Company to
holders of any Shares ranking junior as to capital to the Series 1
Shares.
  As of
February 28, 2009, there were 6,000,000 Series 1 Shares
outstanding.
   SECOND
PREFERENCE SHARES
  Each
series of Second Preference Shares, with respect to the payment of dividends and
the distribution of assets in the event of the liquidation, dissolution or
winding-up of the Company, will rank junior and subordinate to the First
Preference Shares, on a parity with Second Preference Shares of every other
series and senior to the Subordinate Voting Shares, Common Shares and Third
Preference Shares.
  Except in
accordance with any voting rights which may be attached to any series of Second
Preference Shares, the holders of Second Preference Shares are not entitled to
receive notice of, or to attend, any meeting of shareholders of the Company, nor
are they entitled to vote at any such meeting (except for a meeting called for
the purpose of authorizing the dissolution of the Company or the sale, lease or
exchange of all or substantially all of its property).  The approval
of holders of Second Preference Shares as a class to any matters which, by law,
require such approval, may be given by the affirmative vote of holders of not
less than two-thirds of the Second Preference Shares represented and voted at a
meeting called and held for such purpose.
   THIRD
PREFERENCE SHARES
  Each
series of Third Preference Shares, with respect to the payment of dividends and
the distribution of assets in the event of the liquidation, dissolution or
winding-up of the Company, will rank junior and subordinate to the First
Preference Shares and the Second Preference Shares, on a parity with the Third
Preference Shares of every other series and senior to the Subordinate Voting
Shares and Common Shares.
  Dundee
Corporation
 Annual
Information Form
 29
 Except in
accordance with any voting rights which may be attached to any series of Third
Preference Shares, the holders of Third Preference Shares are not entitled to
receive notice of, or to attend, any meeting of shareholders of the Company, nor
are they entitled to vote at any such meeting (except for a meeting called for
the purpose of authorizing the dissolution of the Company or the sale, lease or
exchange of all or substantially all of its property).  The approval
of holders of Third Preference Shares as a class to any matters which, by law,
require such approval, may be given by the affirmative vote of holders of not
less than two-thirds of the Third Preference Shares represented and voted at a
meeting called and held for such purpose.
   DEBENTURES
   5.85%
Exchangeable Unsecured Subordinated Debentures
  The
Company originally issued $100 million principal amount of 5.85% exchangeable
unsecured subordinated debentures (the “5.85% Debentures”) pursuant to a trust
indenture (the “5.85% Trust Indenture”) dated as of June 22, 2005 between the
Company and Computershare Trust Company of Canada, as trustee.  As of
December 31, 2008, $9.5 million of the 5.85% Debentures remained
outstanding.  The 5.85% Debentures are direct, unsecured, subordinated
obligations of the Company, bear interest at the rate of 5.85% per annum and
mature on June 30, 2015.  The 5.85% Debentures are exchangeable at the
holders’ option for Series A Units (“Series A Units”) of Dundee REIT held by the
Company or its subsidiaries at any time prior to the earlier of the maturity
date and the date fixed for redemption at an exchange price of $29.75 per Unit
(being a ratio of 33.6134 Series A Units per $1,000 principal amount of 5.85%
Debentures), subject to customary adjustment events.
  The 5.85%
Debentures are not redeemable before June 30, 2009 (except in the event of a
change in control of Dundee REIT, as defined).  On and after June 30,
2009 and prior to June 30, 2011, the 5.85% Debentures may be redeemed in whole
or in part from time to time at the Company’s option provided that the market
price for the Series A Units is not less than 125% of the exchange
price.  On and after June 30, 2011, the 5.85% Debentures may be
redeemed in whole or in part from time to time at the Company’s option at a
price equal to their principal amount plus accrued interest.  In the
event of a change of control of Dundee REIT at any time, the 5.85% Debentures
may be redeemed at the option of either a holder or the Company; at a price of
101% of the principal amount thereof if redeemed by a holder, and at a price
which is a specified percentage of the principal amount thereof if redeemed by
the Company (being 106% during the 12 month period commencing June 30, 2005 and
declining 1% per 12 month period thereafter to 101% in the 12 month period
commencing June 30, 2010, and at par thereafter).  The Company may
satisfy its obligation to repay the principal amount of the 5.85% Debentures on
redemption (including upon a change of control of Dundee REIT) or at maturity,
in whole or in part by delivering that number of Series A Units equal to the
amount due divided by 95% of the market price for the Series A Units at that
time, plus accrued interest in cash.
  Subsidiaries
of the Company have pledged and deposited with the trustee sufficient securities
which are themselves exchangeable for Series A Units in order to permit full
exchange of the 5.85% Debentures (the “Pledged Units”).  Payment of
the principal amount of, and interest (and premium, if any) on the 5.85%
Debentures is subordinated in right of payment, in the circumstances set forth
in the 5.85% Trust Indenture, to “Senior Indebtedness”, as defined in the 5.85%
Trust Indenture.  The 5.85% Trust Indenture does not limit the
Company’s ability to incur additional indebtedness, including indebtedness that
ranks senior to the 5.85% Debentures, or from mortgaging, pledging or charging
real or personal property or properties of the Company to secure any
indebtedness (other than security over the Pledged Units).  Material
modifications and amendments of the 5.85% Trust Indenture (including the waiver
of events of default) require the approval of the holders of 66 2/3% of the
principal amount of the then outstanding 5.85% Debentures present at a meeting
or represented by proxy or rendered by instruments in writing signed by the
holders of not less than 66 2/3% of the principal amount of the then outstanding
5.85% Debentures.
  Dundee
Corporation
 Annual
Information Form
 30
 As
described below, the Company has a $150 million revolving term credit facility
(the “Revolving Credit Facility”) with a Canadian chartered bank (the “Revolving
Facility Lender”).  The consent of the Revolving Facility Lender was
required and was obtained in connection with the issuance of the 5.85%
Debentures.
   CREDIT
FACILITY
  In 2008,
the Company renewed its Revolving Credit Facility and extended the expiry date
to September 9, 2009.  The Revolving Credit Facility continues to
provide for a tiered interest rate structure based on the Company’s public debt
rating on its debentures.  Based on the Company’s current debt rating,
draws on the credit facility bear interest, at the Company’s option, at either
the Canadian chartered bank’s prime lending rate plus 0.25%, or Corporate
Banker’s Acceptance rate plus 1.25%.  The Company is subject to a
standby fee of 0.375% on unused amounts under the facility.  In
addition, the Revolving Credit Facility no longer requires for the Company to
pledge common shares of DundeeWealth as security against amounts
borrowed.  As at December 31, 2008, the Company had drawn $82.0
million pursuant to the Revolving Credit Facility.  The Revolving
Credit Facility is subject to annual renewal.
   DUNDEEWEALTH
CREDIT FACILITY
  In
September 2008, DundeeWealth amended its revolving term credit facility for
$500,000,000 (the “Fifth Amendment”).  The credit facility was
initially established on February 15, 2007 and amended by agreements dated
August 17, 2007, September 25, 2007, February 14, 2008, August 29, 2008 and
September 10, 2008 (the “DundeeWealth Credit Facility”).  Pursuant to
the terms of the DundeeWealth Credit Facility, DWM, DMFL Holding Corp. and GCICL
agreed to act as guarantors.  The DundeeWealth Credit Facility is
secured by the assets of DundeeWealth, DWM, DMFL Holding Corp. and GCICL and
contains customary representations, warranties, indemnities and covenants of
DundeeWealth (including covenants requiring the maintenance of a minimum level
of assets under management and earnings, restricting the existence of secured
indebtedness, dispositions of assets in excess of a specified amount, and other
standard restrictions).  For Canadian dollar borrowings, the facility
bears interest, at DundeeWealth’s option, at a rate per annum equal to either
the bank’s prime lending rate for loans or, for bankers’ acceptances at the
bank’s then prevailing bankers’ acceptance rate plus 0.95%.  For U.S.
dollar borrowings, the facility bears interest, at DundeeWealth’s option, either
at the bank’s prevailing Alternate Base Rate Canada for loans, or at LIBOR plus
0.95%.  Euro borrowings under the credit facility bear interest at
EURIBOR plus 0.95%.  Unused amounts available under the facility are
subject to standby fee of 0.325% per annum.  Pursuant to the Fifth
Amendment, the revolving term DundeeWealth Credit Facility will convert into a
non-revolving credit facility on September 9, 2009, subject to a mutually agreed
extension (the “Term Out Date”).  All amounts outstanding under the
DundeeWealth Credit Facility are required to be repaid in full on the date which
is four years after the Term Out Date.  As at December 31, 2008,
$169.6 million was drawn on the DundeeWealth Credit Facility.
   DUNDEE
REALTY CREDIT FACILITY
  During
2008, Dundee Realty amended the terms of its revolving term credit facility with
a Canadian chartered bank, increasing the amount available pursuant to the
facility from $100,000,000 to $150,000,000.  The facility bears
interest at prime plus 0.625% or at corporate bankers’ acceptance rate plus
2.215%.  The facility is secured by a general security agreement and
first charges against lots, parcels, as well as certain land held for
development in Saskatoon, Regina, Calgary and Edmonton.  At December
31, 2008, Dundee Realty had drawn $121.1 million against its revolving term
credit facility, including $35.7 million in the form of letters of
credit.
   RATINGS
  Credit
ratings are intended to provide investors with an independent measure of credit
quality of an issue of securities.  A description of the rating
categories of each of the rating agencies that have rated the
  Dundee
Corporation
 Annual
Information Form
 31
 5.85%
Debentures and Series 1 Shares follows.  The credit rating accorded by
each rating agency to the 5.85% Debentures and Series 1 Shares is not a
recommendation to buy, sell or hold the 5.85% Debentures and Series 1 Shares and
does not address the market price or suitability of a specific security for a
particular investor.  Credit ratings may not reflect the potential
impact of all risks on the value of such securities.  Credit ratings
may be subject to revision or withdrawal at any time by the applicable rating
agency and there can be no assurance that a rating will remain in effect for any
given period of time or that a rating will not be revised or withdrawn entirely
by a rating agency in the future.  Real or anticipated changes in the
ratings assigned to such securities may affect the market value of these
securities.
  Ratings
from ‘AA’ to ‘CCC’ may be modified by the addition of a plus or minus sign to
show relative standing within the major rating categories.  Standard
& Poor’s Ratings Services, a division of the McGraw-Hill Companies Canada
Corporation (“S&P”) has a rating outlook which assesses the potential
direction of a long-term credit rating over the intermediate term (typically six
months to two years).  In determining a rating outlook, consideration
is given to any changes in the economic and/or fundamental business
conditions.  An outlook is not necessarily a precursor of a rating
change.  The S&P rating outlooks have the following meanings: (a)
“positive” means that a rating may be raised; (b) “stable” means that a rating
is not likely to change; (c) “developing” means that a rating may be raised or
lowered; and (d) “negative” means that a rating may be
lowered.  S&P has assigned the Company with a counterparty credit
rating of BBB- Stable.
   5.85%
Debentures
  DBRS has
not issued a rating for the 5.85% Debentures.
  According
to S&P, its long-term credit ratings are based, in varying degrees, on the
following considerations: likelihood of payment; capacity and willingness of the
obligor to meet its financial commitment on an obligation in accordance with the
terms of the obligation; nature of and provisions of the obligation; and
protection afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization, or other arrangement under the laws of bankruptcy
and other laws affecting creditors' rights.  The 5.85% Debentures were
assigned a rating of BB by S&P.  An obligation rated BB by S&P
indicates that it is less vulnerable to non-payment than other speculative
issues.  However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to the
company’s inadequate capacity or unwillingness to meet its financial commitment
on the obligation.  The BB rating is the fifth highest rating of 10
rating levels assigned by S&P for long term issues.
   Series
1 Shares
   DBRS
  The
Series 1 Shares have been given a rating of Pfd-3 (low) by
DBRS.  Pfd-3 (low) is the ninth highest of sixteen ratings used by
DBRS for preferred shares.  According to DBRS, preferred shares rated
Pfd-3 are of adequate credit quality and, while protection of dividends and
principal is still considered acceptable for such preferred shares, the issuing
entity of preferred shares with a Pfd-3 rating is considered to be more
susceptible to adverse changes in financial and economic conditions, there may
be other adverse conditions present which detract from debt
protection.
   S&P
  The
Series 1 Shares have been given a global scale preferred stock rating of BB with
a Canadian scale preferred stock rating of P-3, by S&P.  Such P-3
rating is the tenth highest of twenty ratings used by S&P in its Canadian
Preferred share rating scale.  According to S&P, such a P-3 rating
indicates that although the obligation is considered to be less vulnerable to
non-payment than other speculative issues, it faces
  Dundee
Corporation
 Annual
Information Form
 32
 major
ongoing uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to the obligor’s inadequate capacity to meet its
financial commitment on the obligation.
   NORMAL
COURSE ISSUER BID
  On March
30, 2009, the Company renewed its normal course issuer bid providing for
purchases of up to a maximum of 5,483,299 Subordinate Voting Shares representing
approximately 10% of its public float.  Purchases may commence on
April 1, 2009 and will terminate no later then March 31, 2010.  Any
Subordinate Voting Shares so purchased will be made in accordance with the
policies and rules of the Toronto Stock Exchange (the “TSX”) and the price paid
will be the market price at the time of purchase.  Purchases will be
made at such times as the Company believes that the market price of the
Subordinate Voting Shares does not reflect their underlying
value.  The Company purchased an aggregate of 1,859,611 Subordinate
Voting Shares for cancellation through the facilities of the TSX under the
previous normal course issuer bid which came into effect on April 1, 2008 and
expired on March 31, 2009.
   RELATIONSHIP BETWEEN THE
COMPANY AND CERTAIN RELATED PARTIES
   PRINCIPAL
SHAREHOLDER OF DUNDEEWEALTH
  The
Company is the principal shareholder of DundeeWealth.  As of February
28, 2009, the Company owned, directly or indirectly, 69,490,415 common shares
and 5,453,668 first preference shares, series X which are convertible into
common shares of DundeeWealth on a 1.2 for 1 basis.  The Company has
voting control over 1,958,159 common shares of DundeeWealth that are held in
escrow.  All of the outstanding special shares, series C, special
shares, series D and special shares, series E are currently held in escrow and
will be released from escrow and converted into common shares at various dates
ending on September 3, 2009 or such later date pursuant to regulatory
requirements, initially on a one-for-one basis, subject to adjustment in certain
circumstances.  While the special shares, series C, the special
shares, series D and the special shares, series E are held in escrow, they will
be voted in the same manner as the shares of DundeeWealth held by the Company
are voted at all meetings of the shareholders of DundeeWealth.  This
represents a direct and indirect equity ownership of 49.1% assuming the
conversion of the first preference shares, series X and a direct and indirect or
control over a 62.4% voting interest by the Company in DundeeWealth on a
non-diluted basis.
   RESTRUCTURING
OF ABCP
  In August
2007, DundeeWealth purchased the ABCP owned by Dundee Bank of Canada for
approximately $400 million.  DundeeWealth increased its credit
facility to $500 million and also entered into a non-revolving, non-amortizing
operating demand loan credit agreement on August 29, 2007 with the Company (the
“DC Credit Facility”).  The DC Credit Facility was repaid in full in
2007.
  The DC
Credit Facility terms included the payment by DundeeWealth of interest on the
principal amount and overdue interest, calculated daily and paid monthly, not in
advance as a rate per annum equal to the Prime Rate (as defined under the
Company’s credit facility with a Canadian chartered bank) plus two
percent.
  In
connection with the extension of the DC Credit Facility, DundeeWealth also
agreed that, subject to regulatory requirements, the Company would thereafter be
entitled to vote any shares awarded by DundeeWealth or an affiliate under the
DundeeWealth’s share incentive plans or similar plans, while such shares are
held in escrow or pledged.  Effective January 15, 2008, the Company
notified DundeeWealth that in accordance with this agreement it would continue
to vote any shares held in escrow or trust that were deposited in trust, escrow
or were otherwise subject to pledge prior to such date, but that it would cease
to exercise voting rights in respect of shares awarded, deposited or held in
trust, escrow or subject
  Dundee
Corporation
 Annual
Information Form
 33
 to pledge
under DundeeWealth’s share based compensation arrangements or similar plans
following January 15, 2008.
   RELATIONSHIP
WITH SCOTIABANK
  On
September 28, 2007, DundeeWealth completed the sale of Dundee Bank of Canada to
Scotiabank.  Pursuant to the agreement, Dundee Bank of Canada was sold
for $260 million in cash.  In a related transaction, Scotiabank
acquired 300,000 common shares and 27,000,000 non-voting special shares, Series
F of DundeeWealth from treasury, representing an 18% interest in DundeeWealth
for proceeds of $348.3 million.
  In
connection with Scotiabank’s investment in DundeeWealth, the Company, Dundee
Capital Corporation and Scotiabank entered into a shareholders’ agreement (the
“Shareholders’ Agreement”) outlining their respective rights and interests as
shareholders of DundeeWealth.
  The
Shareholders’ Agreement provides that:
  (a)
                in
      the event that the Company and Dundee Capital Corporation (together,
      “Dundee”) at any time own more than 30% of the outstanding voting shares
      of DundeeWealth, the Company may request Scotiabank to not vote against or
      otherwise oppose the nomination by the Company of a majority of the board
      of directors of DundeeWealth (provided that Scotiabank does not hold more
      voting and equity shares than the Company and Dundee Capital Corporation
      at such time);
  (b)
                so
      long as Scotiabank holds a minimum of 10% of the issued and outstanding
      voting or equity shares of DundeeWealth, Scotiabank may propose two (2)
      nominees to the board of directors of DundeeWealth and, so long as
      Scotiabank holds non-voting special shares, it shall be entitled to
      propose (1) additional nominee to the board of directors of DundeeWealth;
      and
  (c)
                if
      Scotiabank elects to make such designation, the Company shall request that
      its nominees approve the appointment of the designated Scotiabank nominee
      to each of the committees of the board of directors of DundeeWealth,
      provided in each case that the proposed nominee has the requisite
      qualifications to serve on the particular
  committee.
  The
parties have also agreed if the board of directors of DundeeWealth plans to
issue additional equity or voting shares of DundeeWealth, (other than pursuant
to share based compensation arrangements), each will use its reasonable best
efforts to ensure that each of Dundee and Scotiabank is offered the opportunity
to purchase shares sufficient to maintain their proportionate voting and equity
ownership at that time.
  In
addition, each of Dundee and Scotiabank have a “right of first offer” to
purchase shares of DundeeWealth if the other shareholder wishes to sell and are
further subject to certain “rights to match” if the parties do not initially
agree on a sale transaction and the seller receives an offer from a third
party.  Scotiabank has also agreed to customary “standstill”
restrictions that prohibit Scotiabank’s acquisition of more than a 20% interest
in DundeeWealth.
  Provided
that Dundee Corp. holds at least 20% of the outstanding equity or voting
securities of DundeeWealth and in the event that: (a) the right of first offer
process is observed; (b) that Scotiabank and the Company do not reach an
agreement for the purchase of Dundee Corp.’s DundeeWealth shares pursuant to
Scotiabank’s right of first offer and such shares are subsequently purchased by
a third party; and (c) Scotiabank does not exercise its right to match, then
Scotiabank will be entitled to receive a non-success fee from DundeeWealth in an
amount equal to between $20 million and $40 million, as determined by reference
to the actual per share acquisition price paid by the third party on completion
of the acquisition.  Although DundeeWealth is not a party to the
Shareholders’ Agreement, the board of
  Dundee
Corporation
 Annual
Information Form
 34
 directors
of DundeeWealth has approved the performance by DundeeWealth of the above
commitment of DundeeWealth as contemplated by the Shareholders’
Agreement.
   RAVENSDEN
SUB-ADVISORY AGREEMENT
  On
December 1, 2008, GCICL and Ravensden entered into an agreement (the “Ravensden
Sub-Advisory Agreement”) pursuant to which Ravensden provides discretionary
investment management services to GCICL in respect of certain portfolio assets
(including mutual funds, hedge funds, closed end funds and Goodman Private
Wealth managed accounts (the “Portfolio”).  Ravensden is a wholly
owned subsidiary of the Company and is an affiliate of GCICL.  The
Portfolio, which was previously managed by Mr. Ned Goodman as a portfolio
manager at GCICL continues to be managed by Mr. Goodman in his capacity as
investment counsel and portfolio manager at Ravensden.
   PRIOR
DISTRIBUTION ARRANGEMENTS
  In prior
years ending in 1996, GCICL appointed the Company as a distributor of the units
of the mutual funds managed by GCICL from time to time.  As
distributor of these mutual fund units, the Company, from time to time, funded
sales commissions paid to brokers and dealers on the sale of mutual fund units
acquired on a deferred sales charge basis.  In consideration thereof,
the Company received the related redemption revenues associated with the
commissions paid to such brokers and dealers.  As additional
consideration, the Company was also entitled to an annual distribution fee of
0.50% of the fair market value of the outstanding mutual fund units distributed
by the Company, such fee to be calculated and paid monthly for a period of 15
years from the date on which the Company initially funded the sales
commission.
   DUNDEE
REALTY
  On
December 24, 2008, Dundee Realty acquired through a private agreement an
additional 460,000 Series B Units of Dundee REIT.  The Series B Units
were acquired at $8.35 per unit, for an aggregate purchase price of
$3,841,000.  Following the transaction, Dundee Corporation, Dundee
Realty and its affiliates held an aggregate 20.7% voting and equity interest in
Dundee REIT.
  The
Company extended a loan to DRC Holding Corporation in June, 2003 in connection
with the completion of the acquisition of Dundee Realty by the
Company.  Dundee Realty and DRC Holding Corporation subsequently
amalgamated on December 31, 2003 to continue as Dundee Realty.  The
loan is a revolving demand loan secured by the assets of Dundee Realty at the
interest rate of a Canadian chartered bank’s prime lending rate plus
1%.  As of December 31, 2008, the outstanding amount of the loan was
$60.1 million including interest accruals and other related business
transactions.
  In
connection with the reorganization of Dundee Realty, Dundee Corp. loaned $36.4
million to Dundee Realty.  The loan is secured by the assets of Dundee
Realty, bears interest at 6.26% per annum and matures on December 31, 2011,
subject to earlier prepayment at the option of Dundee Realty.  The
Company also holds Class B Preferred Shares of Dundee Realty, with a redemption
value of $47.8 million.  In addition, as described above under
“Business of the Company - Real Estate - Dundee Realty - Prior Restructuring of
Dundee Realty”, the minority shareholder of Dundee Realty has the right to
increase its percentage ownership of Dundee Realty from 25% at present to 30%
over a six year period commencing in 2007 at a cost of approximately $10.7
million.  During 2008, the minority shareholder of Dundee Realty
increased its percentage ownership to 25%.
  Dundee
Realty conducts its real estate activities through joint ventures with third
party partners.  The Company is contingently liable for the
obligations of the other owners of certain unincorporated joint ventures in the
amount of $9.9 million as at December 31, 2008.  In the event of a
default of a joint venture partner, the Company will be entitled to satisfy any
outstanding obligations with the share of the assets held by its joint venture
partners.
  Dundee
Corporation
 Annual
Information Form
 35
  SHAREHOLDERS’
AGREEMENT IN RESPECT OF DUNDEE REALTY
  The
Company has entered into a shareholders’ agreement with the non-controlling
shareholder of Dundee Realty pursuant to which the Company has agreed to
repurchase the interest of the non-controlling shareholder in certain
circumstances at fair market value at the time of purchase.
   PURCHASE
OF THE DUNDEE MERCHANT BANK
  Effective
as of June 5, 2008, the Cayman Islands Monetary Authority approved the Company’s
purchase of all of the shares of The Dundee Merchant Bank (formerly, The Dundee
Bank), a bank regulated by the Cayman Island Monetary Authority, from
DundeeWealth for an aggregate purchase price equal to its book value of $1.1
million.
   TRADEMARKS
  The
Company is the owner of the trademarks used in the operation of the business of
DundeeWealth.  DundeeWealth and its operating subsidiaries license
these trademarks under a master trademark license agreement with the Company,
which provides for use of the trademarks on a non-exclusive basis with no set
term.  Licensed trademarks include, among others, DundeeWealthTM,
DynamicTM, Dynamic ValueTM, Dynamic PowerTM, Dynamic Focus+TM, Dundee SecuritiesTM,
Dundee Private InvestorsTM and Dundee ResourcesTM.  Pursuant to the
master trademark license agreement, licensees may enter into arrangements for
the sublicensing of the trademarks to third parties, in each case subject to the
prior approval of the Company.  The trademarks are important elements
in differentiating the Company’s brand, products and services from those of
competitors and in marketing such products and services.
   RISK
FACTORS
  The risks
faced by the Company are described in the Company’s 2008 MD&A under
“Managing Risk” which is available on SEDAR at www.sedar.com, and is
incorporated herein by reference.
   INTEREST OF MANAGEMENT AND
OTHERS IN MATERIAL TRANSACTIONS
  No
director or executive officer of the Company or any shareholder holding, on
record or beneficially, directly or indirectly, more than 10% of the outstanding
Subordinate Voting Shares or Common Shares, or any of their respective
associates or affiliates, had any material interest, directly or indirectly, in
any transaction within the three most recently completed financial years or
during the current financial year which has materially affected or would
materially affect the Company other than as set out under “Business of the
Company” and “Relationship Between the Company and Certain Related Parties” and
“Recent Developments”.
   MATERIAL
CONTRACTS
  Other
than contracts eligible for the ordinary course of business filing exemption,
the only material contracts entered into by the Company in the year ended
December 31, 2008 or on or after January 1, 2002 which remain in effect are as
follows:
  1.
                the
      5.85% Trust Indenture dated June 22, 2005 between the Company, certain
      subsidiaries of the Company, and Computershare Trust Company of Canada,
      described under “Description of Share Capital - Debentures - 5.85%
      Exchangeable Unsecured Subordinated
Debentures”;
  2.
                Underwriting
      Agreement dated June 6, 2005 between the Company and CIBC World Markets
      Inc, Scotia Capital Inc., Dundee Securities, RBC Dominion Securities Inc.,
      TD Securities Inc, GMP Securities Ltd., HSBC Securities Inc., Sprott
      Securities Inc. and Trilon Securities Corporation and
  Dundee
Corporation
 Annual
Information Form
 36
  2.
                  Amending
      Agreement dated June 7, 2005 between the Company and CIBC World Markets
      Inc, Scotia Capital Inc., Dundee Securities, RBC Dominion Securities Inc.,
      TD Securities Inc, GMP Securities Ltd., HSBC Securities Inc., Sprott
      Securities Inc. and Trilon Securities
  Corporation;
  3.
                Underwriting
      Agreement dated June 14, 2006 between the Company and Scotia Capital Inc.,
      CIBC World Markets Inc., Dundee Securities, RBC Dominion Securities Inc.,
      TD Securities Inc., Desjardins Securities Inc. and GMP Securities LP;
      and
  4.
                Shareholders’
      Agreement made as of September 28, 2007 between the Company, Dundee
      Capital Corporation and Scotiabank.
  Copies of
the above material contracts are available for inspection on SEDAR at
www.sedar.com.
   TRANSFER AGENT AND
REGISTRAR
  The
Company’s registrar and transfer agent is Computershare Investor Services Inc.,
Toronto, Ontario.
   EXPERTS
  The
financial statements for the financial year ended December 31, 2008, have been
audited by PricewaterhouseCoopers LLP, the Company’s auditors who are
independent in accordance with the auditors’ rules of professional conduct in
Canada.
   AUDIT
COMMITTEE
   COMPOSITION
OF AUDIT COMMITTEE
  As at
December 31, 2008, the audit committee of the directors of the Company (the
“Audit Committee”) was composed of the following persons:
  K. Barry
Sparks (Chair)
 Normand
Beauchamp
 Garth
MacRae
 Robert
McLeish
 Ellis
Jacob
 
 The
directors of the Company have determined that each of the members of the Audit
Committee is independent and financially literate within the meaning of
Multilateral Instrument 52-110 Audit Committees.  Financial literacy
is defined as the ability to read and understand a set of financial statements
that present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of the issues that can
reasonably be expected to be raised by the Company’s financial
statements.
   RELEVANT
EDUCATION AND EXPERIENCE OF AUDIT COMMITTEE MEMBERS
  The
education and experience of each Audit Committee member that is relevant to such
member’s responsibilities as a member of the Audit Committee are set out
below:
   K.
Barry Sparks
  Barry
Sparks, B. Comm., FICB, has served as a director of the Company since April
1993.  Mr. Sparks commenced his career in corporate finance with the
Royal Bank of Canada where he served until 1984,
  Dundee
Corporation
 Annual
Information Form
 37
 leaving
as Vice President, Government and Business, Ontario.  Since then he
has provided corporate advice and management services through several
companies.  Mr. Sparks is President of Torvan Capital Group which,
during 2005, became a division of Ashley Park Enterprises Inc.  Mr.
Sparks is also President and a director of Cencotech Inc.  Mr. Sparks
has been the chief financial officer of a private Canadian operating corporation
for the past 18 years and has served as the Chair of the Company’s Audit
Committee since 1998.
   Normand
Beauchamp
  Normand
Beauchamp has served as a director of the Company since its inception in October
1991.  Since 1960, he has been active in different areas of the
Canadian broadcasting industry, operating and developing radio and television
stations and networks.  In 1985, he acquired Radiomutuel Inc., a
publicly traded communications company, and became President, Chairman and Chief
Executive Officer.  Mr. Beauchamp is now President of Capital NDSL
Inc., an investment company, and is also a director of Astral Media Inc. and a
trustee of BTB Real Estate Investment Trust.
   Garth
MacRae
  Garth
MacRae, Chartered Accountant, has served as a director of the Company since its
inception in October 1991 and served as Vice Chairman from June 1993 until
March 2004.  Mr. MacRae has also served as a director of DundeeWealth
since its inception in November 1998 and is currently Chair of the DundeeWealth
Audit Committee.  Mr. MacRae has over 18 years of public accounting
experience and has held executive positions with Hudson Bay Mining, Brinco
Limited and Denison Mines Limited.  Mr. MacRae is currently a director
and member of the audit committee of Breakwater Resources Ltd., Dundee Precious
Metals Inc., Eurogas Corporation, GeneNews Limited, Torque Energy Inc. and
Uranium Participation Corporation.
   Robert
McLeish
  Robert
McLeish, B. Comm. and CFA, has served as a director of the Company since March
2002.  Mr. McLeish is a consultant who has over 37 years of experience
in the investment business and retired as Vice Chairman and director of Merrill
Lynch Canada Inc.  Mr. McLeish has been a member of various committees
of The Toronto Stock Exchange, including the Conflicts of Interest Committee,
and is currently a director of Airboss of America Corp. and Welton Energy
Corporation and is also a former director of the Juvenile Diabetes Research
Foundation.  Mr. McLeish is lead director of
DundeeWealth.
   Ellis
Jacob
  Ellis
Jacob, FCA, CMA, MBA, has served as a director of the company since June
2008.  Mr. Jacob has 22 years of experience in the motion picture
exhibition industry, and is President and Chief Executive Officer of Cineplex
Entertainment.  Prior to the acquisition of Famous Players and the
creation of Cineplex Entertainment, he was President and Chief Executive Officer
of Cineplex Galaxy LP.  In 1999 he co-founded Galaxy Entertainment
Inc.  Mr. Jacob has been a member of several company boards and audit
committees and holds an MBA from the Schulich School of Business and is an FCA
and CMA.
   AUDIT
COMMITTEE CHARTER
  The
responsibilities and duties of the Audit Committee are set out in the Audit
Committee’s charter, the full text of which is attached as Appendix “A”
hereto.
  Dundee
Corporation
 Annual
Information Form
 38
  PRE-APPROVAL
POLICY
  In
November 2003, the directors of the Company, upon the recommendation of the
Audit Committee, approved a formal policy which provides for the pre-approval by
the Audit Committee or one of its members of all permitted non-audit services to
be performed by the external auditor of the Company.  Requests for
pre-approval for permitted non-audit services are considered by the Audit
Committee at its regularly scheduled meetings and by the Chair of the Audit
Committee between Audit Committee meetings, in which case, such matters are
subsequently reported thereon at the next scheduled Audit Committee
meeting.  Since the implementation of this policy, all permitted
non-audit services have been pre-approved in accordance with the provisions of
the policy.
   EXTERNAL
AUDITOR SERVICE FEES
  During
2008 and 2007, the Company (and its subsidiaries that were audited by the
Company’s external auditor) paid the following fees to the Company’s external
auditors, for the following fee categories:
  Fee
      Category
                
                2008
      ($)
                
                
                2007 ($)Audit
      Fees
                
                
                2,472,575
                
                
                
                2,599,500Audit-Related
      Fees
                
                
                363,750
                
                
                
                389,760Tax
      Services Fees
                
                
                449,744
                
                
                
                307,781Other
      Fees
                
                Nil
                
                
                
                42,0743,286,069
                
                
                
                3,339,115
 
  Audit
Fees
  Audit
fees include all fees paid to the Company’s external auditor for the audit of
the Company’s consolidated financial statements and other required
statutory/regulatory audits and filings of the Company and certain of its
subsidiaries.
   Audit-Related
Fees
  Audit-related
fees include all fees paid to the Company’s external auditor for audit-related
services including the review of the Company’s interim financial statements,
preparation and/or review of certain filings with Canadian securities
regulators, including comfort and consent letters, and accounting consultations
on matters addressed during the audit and interim reviews.
   Tax
Services Fees
  Tax
services fees include all fees paid to the Company’s external auditor for
tax-related advice including tax return preparation and/or review and tax
planning advice.
   ADDITIONAL
INFORMATION
  Additional
information with respect to the Company, including directors’ and officers’
remuneration and indebtedness, principal holders of the Company’s securities,
and securities authorized for issuance under equity compensation plans, if
applicable, is contained in the Company’s management information circular for
its most recent annual meeting of shareholders.  Additional financial
information is provided in the Company’s audited consolidated comparative
financial statements and notes to the audited consolidated financial statements
and the Company’s 2008 MD&A.  Additional information relating to
the Company has been filed with the securities regulators in Canada and may be
accessed at www.sedar.com.
  Dundee
Corporation
 Annual
Information Form
 39
  DUNDEE CORPORATION - ANNUAL
INFORMATION FORM
   APPENDIX
A
  AUDIT
COMMITTEE CHARTER
   ORGANIZATION
  This
Charter governs the operations of the Audit Committee.  The Board of
Directors shall appoint an Audit Committee (the “Committee”) of at least three
members, consisting entirely of independent directors of the Board, and shall
designate one member as chairperson or delegate the authority to designate a
chairperson to the Committee.  For purposes hereof, members shall be
considered independent as long as they satisfy all of the independence
requirements for Board Members as set forth in the applicable stock exchange
listing and securities commission standards.
  Each
member of the Committee shall be financially literate, or become financially
literate within a reasonable period of time, and at least one member shall be an
“audit committee financial expert,” as defined by SEC rules, as applicable to
foreign private issuers.
  The
Committee shall meet at least quarterly in addition to a meeting for audit
planning purposes.  The Committee shall meet separately and
periodically with management and with the independent auditors.  The
Committee shall report regularly to the Board of Directors with respect to its
activities.
   PURPOSE
  The
purpose of the Committee shall be to:
  ·
                Provide
      assistance to the Board of Directors in fulfilling its oversight
      responsibility to the shareholders, potential shareholders, the investment
      community, and others relating to: (i) the integrity of the Company’s
      financial statements; (ii) the Company’s compliance with legal and
      regulatory requirements; and (iii) the independent auditors’
      qualifications and independence;
and
  ·
                Provide
      the Audit Committee report that Canadian securities laws require to be
      included in the Company’s AIF.
  The
Committee shall retain and compensate such outside legal, accounting or other
advisors, as it considers necessary in discharging its oversight
role.
  In
fulfilling its purpose, it is the responsibility of the Committee to maintain
free and open communication between the Committee, independent auditors, and
management of the Company, and to determine that all parties are aware of their
responsibilities.
   Duties
and Responsibilities
  The
Committee has the responsibilities and powers set forth in this Charter.
Management is responsible for the preparation, presentation, and integrity of
the Company’s financial statements, for the appropriateness of the accounting
principles and reporting policies that are used by the Company and for
implementing and maintaining internal control over financial
reporting.  The independent auditors are responsible for auditing the
Company’s financial statements and for reviewing the Company’s unaudited interim
financial statements. The Company’s internal auditor will report to the Chief
Financial Officer on a day to day basis but will also have a direct reporting
line to the Committee.  The Committee shall approve the internal
auditor’s mandate which shall be reviewed annually.
  Dundee
Corporation
 Annual
Information Form
 A-1
 The
Company believes that, in carrying out the Committee’s responsibilities, its
policies and procedures should remain flexible, in order to best react to
changing conditions and circumstances.  The Committee will take
appropriate actions to set the overall corporate “tone” for quality financial
reporting and ethical behaviour.
  The
following shall be the principal duties and responsibilities of the
Committee.  These are set forth as a guide with the understanding that
the Committee may supplement them as appropriate.
  ·
                The
      Committee shall be responsible to advise the Board, for the Board’s
      recommendation to shareholders, in respect of the appointment,
      compensation and retention of the independent
  auditors;
  ·
                The
      Committee shall be directly responsible for the oversight of the work of
      the independent auditors (including resolution of disagreements between
      management and the auditors regarding financial reporting) for the purpose
      of preparing or issuing an audit report or performing other audit, review,
      or attest services for the listed issuer, and the independent auditors
      must report directly to the
Committee;
  ·
                At
      least annually, the Committee shall obtain and review a report by the
      independent auditors describing: (i) the firm’s internal quality control
      processes; (ii) sanctions made by any government or professional
      authorities, respecting one or more independent audits carried out by the
      firm, and any steps taken to deal with any such issues; and (iii) all
      relationships between the independent auditors and the Company (to assess
      the auditors’ independence);
  ·
                After
      reviewing the foregoing report and the independent auditors’ work
      throughout the year, and after receiving written confirmation from the
      auditors declaring their independence, the Committee shall evaluate the
      auditors’ qualifications, performance and independence.  Such
      evaluation shall include the review and evaluation of the lead partner of
      the independent auditors and take into account the opinions of management
      and the Company’s personnel responsible for the internal audit
      function;
  ·
                The
      Committee shall determine that the independent audit firm has a process in
      place to address the rotation of the lead audit partner and other audit
      partners serving the account as required under Canadian independence
      standards and the SEC independence rules, as applicable to foreign private
      issuers;
  ·
                The
      Committee shall pre-approve all audit and non-audit services provided by
      the independent auditors and shall only engage the independent auditors to
      perform non-audit services permitted by law or regulation.  The
      Committee may delegate pre-approval authority to a member of the Audit
      Committee. The decisions of any Committee member to whom pre-approval
      authority is delegated must be presented to the full Committee at its next
      scheduled meeting;
  ·
                The
      Committee shall discuss with the independent auditors the overall scope
      and plans for their respective audits, including the adequacy of staffing
      and compensation;
  ·
                The
      Committee shall regularly review with the independent auditors any audit
      problems or difficulties encountered during the course of the audit work,
      including any restrictions on the scope of the independent auditors’
      activities or access to requested information, and management’s
      response.  The Committee shall review any accounting adjustments
      that were noted or proposed by the auditors but were “passed” (as
      immaterial or otherwise); any communications between the audit team and
      the audit firm’s national office relating to problems or difficulties
      encountered with respect to significant auditing or accounting issues; and
      any “management” or “internal control” letter issued, or proposed to be
      issued, by the audit firm to the
Company;
  ·
                The
      Committee shall review and approve the quarterly financial statements, for
      submission to the Board of Directors, including Management’s Discussion
      and Analysis of Financial Condition and Results of Operations, with
      management and the independent auditors prior to the filing of the
      Company’s Quarterly Report.  Also, the Committee shall discuss
      the results of the quarterly review and any other matters required to be
      communicated to the Committee by the independent auditors under generally
  Dundee
Corporation
 Annual
Information Form
 A-2
  ·
                  accepted auditing standards.  The Committee shall discuss
      and review with management the quarterly certification
      process;
  ·
                The
      Committee shall review and recommend approval of the annual audited
      financial statements, to the Board of Directors, including Management’s
      Discussion and Analysis of Financial Condition and Results of Operations,
      with management and the independent auditors prior to the filing of the
      Company’s financial statements and Management’s Discussion and
      Analysis.  The Committee’s review of the financial statements
      shall include: (i) major issues regarding accounting principles and
      financial statement presentation, including any significant changes in the
      Company’s selection or application of accounting principles, and major
      issues as to the adequacy of the Company’s internal controls and any
      specific remedial actions adopted in light of material control
      deficiencies; (ii) discussions with management and the independent
      auditors regarding significant financial reporting issues and judgments
      made in connection with the preparation of the financial statements and
      the reasonableness of those judgments; (iii) consideration of the effect
      of regulatory accounting initiatives, as well as off-balance sheet
      structures on the financial statements; (iv) consideration of the judgment
      of both management and the independent auditors about the quality of
      accounting principles; and (v) the clarity of the disclosures in the
      financial statements.  Also, the Committee shall discuss the
      results of the annual audit and any other matters required to be
      communicated to the Committee by the independent auditors under
      professional standards.  The Committee shall discuss and review
      with management the annual certification
  process;
  ·
                The
      Committee shall receive and review a report from the independent auditors,
      prior to the filing of the Company’s Annual Report, on all critical
      accounting policies and practices of the Company; all material alternative
      treatments of financial information within generally accepted accounting
      principles that have been discussed with management, including the
      ramifications of the use of such alternative treatments and disclosures
      and the treatment preferred by the independent auditors; and other
      material written communications between the independent auditors and
      management;
  ·
                The
      Committee shall review and approve all related party transactions not in
      the ordinary course of business in the absence of a special committee of
      the Board of Directors designated for such
  function;
  ·
                The
      Committee shall review earnings press releases for recommendation to the
      Board;
  ·
                The
      Committee shall discuss with management and the independent auditors the
      adequacy and effectiveness of internal control over financial reporting,
      including any significant deficiencies or material weaknesses identified
      by management of the Company in respect of the Sarbanes-Oxley, SEC and
      Canadian securities law requirements, including any proposed securities
      laws;
  ·
                The
      Committee shall review with management the Company’s compliance systems
      with respect to legal and regulatory
  requirements;
  ·
                The
      Committee shall review periodically with management the risk of fraud with
      respect to the organization and the controls in place to manage those
      risks;
  ·
                The
      Committee shall ensure that the Company establish appropriate policies and
      procedures for the receipt, retention, and treatment of complaints
      received by the Company regarding accounting, internal accounting
      controls, or auditing matters, and the confidential, anonymous submission
      by employees of the Company of concerns regarding questionable accounting
      or auditing matters;
  ·
                The
      Committee shall ensure that the Company has in effect clear hiring
      policies for employees or former employees of the independent auditors
      that meet Canadian independence standards and the SEC regulations, as
      applicable to foreign private issuers, and stock exchange listing
      standards;
  ·
                The
      Committee shall, with the assistance of management, determine the
      appropriate funding needed by the Committee for payment of: (1)
      compensation to the independent audit firm engaged for the purpose of
      preparing or issuing an audit report or performing other audit, review, or
      attest services for the
  Dundee
Corporation
 Annual
Information Form
 A-3
  Company;
      (2) compensation to any advisors employed by the Committee; and (3)
      ordinary administrative expenses of the Committee that are necessary or
      appropriate in carrying out its
duties;
  ·
                To
      the extent the Company maintains an internal audit function, the Committee
      shall meet with the internal auditors, discuss the overall scope and plans
      for the internal audit function, including approval of its mandate, and
      discuss the adequacy and effectiveness of internal control with the
      internal auditors;
  ·
                The
      Committee shall ensure that the policies established pursuant to the
      Charter are communicated and to the best of its ability shall ensure that
      they are implemented by the audit committees of subsidiary companies where
      appropriate and the Committee shall ensure that the necessary follow-up is
      undertaken with such other audit
committees;
  ·
                The
      Committee shall perform an evaluation of its performance at least annually
      to determine whether it is functioning effectively;
  and
  ·
                The
      Committee shall review and reassess the Charter at least annually and
      obtain the approval of the Board of
Directors.
            Dundee
Corporation
 Annual
Information Form
 A-4