TORONTO, Jan. 09, 2024 (GLOBE NEWSWIRE) -- Jodamada Corporation (Jodamada) announced that as a result of an internal reorganization, Jodamada acquired, (through amalgamation with Caylee Development Corporation (Caylee),) an aggregate of 300,000 Subordinate Voting Shares and 2,439,204 Multiple Voting Shares of Dundee on January 4, 2024 (the Reorganization). Prior to the Reorganization, Caylee was a wholly-owned subsidiary of The Ned and Anita Goodman Joint Partner Trust (the Trust).
Holding companies owned and controlled by Jonathan Goodman, David Goodman, Mark Goodman and Daniel Goodman (the Shareholders) equally own the equity shares of Jodamada. The Shareholders have entered into a unanimous shareholders agreement under which certain decisions are to be made unanimously by the directors of Jodamada, including with respect to the Subordinate Voting Shares and the Multiple Voting Shares of Dundee held directly and indirectly by Jodamada (other than certain shares of Dundee held by Jodamada on behalf of two of the Shareholders, David and Mark, through tracking shares of Jodamada held by them). The tracking shares represent the proportionate agreed entitlement of the holders of the tracking shares to a certain number of Dundee shares held by Jodamada, and through those tracking shares each holder of such shares can request his proportionate number of Dundee shares be sold and the proceeds transferred to him. The other Shareholders must grant their approval for such a request, provided that the sale is to be done in accordance with the unanimous shareholders agreement and applicable securities rules. The unanimous shareholders agreement may only be amended, supplemented or otherwise modified by written agreement of all of the shareholders of the corporation.
The trustees of the Trust are Jonathan Goodman, David Goodman, Mark Goodman and Daniel Goodman (the Trustees). All decisions on behalf of the Trust must be made by at least three of the four Trustees except in the event of a sale to a Trustee at which time the decision must be unanimous.
Following the Reorganization, Jodamada holds an aggregate of 300,000 Subordinate Voting Shares and 2,439,204 Multiple Voting Shares which represent 0.35% of the outstanding Subordinate Voting Shares and 78.32% of the outstanding Multiple Voting Shares, and collectively a 61.47% voting interest in the total votes represented by the outstanding Subordinate Voting Shares and Multiple Voting Shares taken together.
Following the Reorganization, the Trust holds an aggregate of 2,595,462 Subordinate Voting Shares and 647,379 Multiple Voting Shares of Dundee which represent 3.02% of the outstanding Subordinate Voting Shares and 20.79% of the outstanding Multiple Voting Shares, and collectively a 16.95% voting interest in the total votes represented by the outstanding Subordinate Voting Shares and Multiple Voting Shares taken together.
Following the Reorganization, Jodamada and the Trust together hold an aggregate of 2,895,462 Subordinate Voting Shares and 3,086,583 Multiple Voting Shares of Dundee which represent 3.37% of the outstanding Subordinate Voting Shares and 99.10% of the outstanding Multiple Voting Shares, and collectively a 78.42% voting interest in the total votes represented by the outstanding Subordinate Voting Shares and Multiple Voting Shares taken together.
Jonathan Goodman owns, directly or indirectly an aggregate of 5,479,068 Subordinate Voting Shares, 720,000 stock options convertible into Subordinate Voting Shares, 796,188 Restricted Share Awards and 541,667 Deferred Share Units representing less than 2% of the voting interest in the total votes represented by the outstanding Subordinate Voting Shares and Multiple Voting Shares. David Goodman owns, directly or indirectly (including through his tracking shares in Jodamada) an aggregate of 2,252,225 Subordinate Voting Shares, and 148,846 Deferred Share Units representing less than 2% of the voting interest in the total votes represented by the outstanding Subordinate Voting Shares and Multiple Voting Shares taken together. Mark Goodman owns, directly or indirectly (including through his tracking shares in Jodamada) an aggregate of 1,091,872 Subordinate Voting Shares, representing less than 2% of the voting interest in the total votes represented by the outstanding Subordinate Voting Shares and Multiple Voting Shares taken together.
An early warning report is to be filed in conjunction with this news release and will be available under Dundee Corporation’s SEDAR+ profile at www.sedarplus.ca.
For further information, please contact Jenny Skytta at (416) 488-8825.
