NanoStuck: Unstuckable???C.NSK: DUNDEE CORPORATION NR
EARLY WARNINGREPORT
FILED PURSUANT TONATIONAL INSTRUMENT 62‐103
The following information is filed pursuant to the provisions listed above under applicable
securities legislation:
(a) The name and address of the offeror:
Name: Dundee Corporation
Address: 1 Adelaide Street East, Suite 2100
Toronto, ON M5C 2V9
(b) The designation and number or principal amount of securities and the offeror's
securityholding percentage in the class of securities of which the offeror acquired
ownership or control in the transaction or occurrence giving rise to the obligation
to file the news release, and whether it was ownership or control that was
acquired in those circumstances:
In connection with a corporate reorganization, Dundee Corporation acquired
control of 7,142,857 common shares (“Shares”) and 3,571,427 warrants
(“Warrants”) of Nanostruck Technologies Inc. (“Nanostruck”). The position in
Nanostruck held by Dundee Corporation represents an approximate 9.15%
interest on an undiluted basis and 13.13% assuming the conversion of all
Warrants.
Dundee Corporation and Dundee Securities Ltd. rely on aggregation relief
pursuant to sections 5.1 and 5.2 of National Instrument 62‐103, and report
separately from each other.
(c) The designation and number or principal amount of securities and the offeror's
securityholding percentage in the class of securities immediately after the
transaction or occurrence giving rise to the obligation to file the news release:
See disclosure in (a) above.
(d) The designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities referred to in
paragraph (c) over which:
(i) the offeror, either alone or together with any joint actors, has ownership
and control,
See disclosure in (a) above.
(ii) the offeror, either alone or together with any joint actors, has ownership
but control is held by other persons or companies other than the offeror
or any joint actor, and - 2 -
Not applicable.
(iii) the offeror, either alone or together with any joint actors, has exclusive or
shared control but does not have ownership.
Not applicable.
(e) The name of the market in which the transaction or occurrence took place.
Not applicable.
(e.1) the value, in Canadian dollars, of any consideration offered per security if the
offeror acquired ownership of a security in the transaction or occurrence giving
rise to the obligation to file a news release:
Not applicable.
(f) The purpose of the offeror and any joint actors in effecting the transaction or
occurrence that gave rise to the news release, including any future intention to
acquire ownership of, or control over, additional securities of the reporting issuer:
The position in Nanostruck was acquired for investment purposes and may be
increased or decreased in the future as considered appropriate in light of
investment criteria, market conditions and other factors and in accordance with
the provisions of applicable securities legislation.
(g) The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer entered into by
the offeror, or any joint actor, and the issuer of the securities or any other entity
in connection with the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding, disposition or
voting of any of the securities:
Not applicable.
(h) The names of any joint actors in connection with the disclosure required by this
Form.
Not applicable.
(i) In the case of a transaction or occurrence that did not take place on a stock
exchange or other market that represents a published market for the securities,
including an issuance from treasury, the nature and value of the consideration
paid by the offeror.
See disclosure in (e.1) above. - 3 -
(j) If applicable, a description of any change in any material fact set out in a
previous report by the entity under the early warning requirements or Part 4 of
the National Instrument 62‐103 in respect of the reporting issuer's securities.
No other changes other than those described herein.
(k) If applicable, a description of the exemption from securities legislation being
relied on by the offeror and the facts supporting that reliance.
Accredited Investor, as defined under National Instrument 45‐106.
* * * * *
DATED this 10th day of June, 2014.
DUNDEE CORPORATION
(signed) Sivan Fox
Name: Sivan Fox
Title: Vice President, Legal
GLTA longtime shareholders: u certainly merit something; anything will do and hopefully DC.A will be instrumental in providing an upward trend! Cost per share???? for this acquisition!