GOODMAN GOLD TRUST - Dundee Corpproducts.dundeecorp.com/~/media/DGC/GoodmanAndCompany/File… · On December 17, 2014, the Fund declared a cash distribution of $0.40 per Trust Unit

The annual management report of fund performance contains financial highlights, but does not contain the complete semi-annual or annual financial statements of the Fund. For your reference, the annual financial statements of the Fund are attached to the annual management report of fund performance. You may obtain additional copies of these documents or a copy of the semi-annual financial statements at your request, and at no cost, by calling toll free 866.694.5672, by visiting our website at www.goodmanandcompany.com or SEDAR at www.sedar.com or by writing to us at: Goodman & Company, Investment Counsel Inc., 1 Adelaide Street East, Suite 2100, Toronto, Ontario, M5C 2V9.

Securityholders may also contact us using one of these methods to request a copy of the Fund’s proxy voting policies and procedures, proxy voting disclosure record or quarterly portfolio disclosure.

GOODMAN GOLD TRUST

ANNUAL REPORT

DECEMBER 31 ,2014

Goodman Gold Trust MANAGEMENT RESPONSIBILITY FOR FINANCIAL REPORTING

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Goodman & Company, Investment Counsel Inc. (“GCICI”) is the manager and trustee of Goodman Gold Trust (the “Fund”). The accompanying financial statements have been prepared by GCICI, in its capacity as manager, and have been approved by the Board of Directors of GCICI, in GCICI’s capacity as trustee. GCICI is responsible for the information and representations contained in these financial statements and the management report of fund performance. GCICI maintains appropriate processes to provide reasonable assurance that relevant and reliable financial information is produced. The financial statements have been prepared in accordance with International Financial Reporting Standards and include certain amounts that are based on estimates and judgments made by GCICI. The significant accounting policies which GCICI believes are appropriate for the Fund are described in Note 3 to these financial statements. The Board of Directors of GCICI has delegated responsibility for oversight of the financial reporting process to the Audit Committee of the Board of Directors of its parent, Dundee Corporation. The Audit Committee is responsible for reviewing the financial statements and the management report of fund performance and recommending them to the Board of Directors of GCICI for approval, in addition to meeting with management, internal auditors and external auditors to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues. PricewaterhouseCoopers LLP are the external auditors of the Fund, appointed by the unitholders. The auditors of the Fund have audited the financial statements in accordance with Canadian generally accepted auditing standards to enable them to express to the unitholders their opinion on the financial statements. Their report is set out herein. (signed) LUCIE PRESOT Vice President and Chief Financial Officer Goodman & Company, Investment Counsel Inc. March 26, 2015

Goodman Gold Trust MANAGEMENT REPORT OF FUND PERFORMANCE

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Investment Objective and Strategies Goodman Gold Trust (the “Fund”) seeks to achieve inflation protection, capital preservation and long-term capital appreciation through investment in a portfolio consisting of precious metals and the securities of precious metals issuers, minerals issuers and minerals related issuers. In general, the Fund employs actively managed investment strategies that are intended to enhance returns, reduce risk and allow Goodman & Company, Investment Counsel Inc. (“GCICI” or the “Manager”) to take advantage of investments in illiquid securities and merchant banking opportunities. In addition, the Manager intends to diversify the portfolio among (i) junior, intermediate and senior issuers; (ii) issuers engaged in varying stages of exploration, development and production activities; (iii) different countries; and (iv) securities of public and private issuers, including flow-through shares and illiquid securities. All of the Fund’s objectives and strategies are further described in the prospectus. Risks The risks associated with investing in the Fund are as described in the prospectus and are incorporated by reference herein. Results of Operations1 For the year ended December 31, 2014, the trust units of the Fund (the “Trust Units”) generated a total return of approximately 0.8% on a net asset value basis. The table below compares the Fund’s annual compound performance to its benchmarks. Unlike the returns of these indices, the Fund’s returns are reported net of all management fees and expenses. Readers are also cautioned that the Fund’s investment mandate is significantly different from the indices shown.

Percentage Return:(a) One

YearThreeYears

Five Years

SinceInception

NAVPU(b) 0.8 (31.4) (19.6) (8.8)Market Price(c) 10.5 (26.2) (12.7) (8.1)S&P/TSX Composite Index(d) 10.5 10.2 7.5 4.9S&P/TSX Global Gold Index(e) (5.7) (24.9) (14.3) (11.2)

(a) Due to the Fund’s objectives and investment mandate, the Fund’s performance is not expected to equal the performance of its benchmarks. It may be more helpful for investors to compare the Fund’s performance to that of other funds with similar objectives and investment mandates.

(b) “NAVPU” represents the net asset value per Trust Unit.

(c) The Trust Units are listed on the Toronto Stock Exchange (“TSX”) under the symbol GGT.UN.

(d) The Fund’s broad-based benchmark, comprising approximately 95% of the market capitalization for Canadian-based, TSX listed companies.

(e) The Fund’s relevant benchmark index, designed to provide an investable index of global gold securities, which include producers of gold and related products, companies that mine or process gold and the South African finance houses, which primarily invest in, but do not operate, gold mines.

The mining component of the Fund faced adversities during the year. Gold rose steadily in mid-March to reach the year’s high of US$1,383.05 in response to the geopolitical crisis in Ukraine. By the beginning of November, gold tumbled to its yearly low of US$1,140.65 due to the rising US dollar, which is a direct competitor to the gold currency. It resulted in a temporary perfectly negative correlation between gold and the US dollar.

1 All references to net assets or net asset value in this section refer to Transactional NAV as defined in the Financial Highlights section, which may differ

from IFRS Net Assets.


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As uneasy markets led to a reduced demand for stocks of larger resource companies, the effects on companies with smaller market capitalizations still in the exploration stage were magnified. Holdings of Belo Sun Mining Corp., Cordoba Minerals Corp., and Castle Mountain Mining contributed to the Fund’s decline this year. While Cordoba Minerals had no negative news in its exploration, the lack of positive news and its operations in Colombia, a country with a short history in mining contributed to its decline. All three companies also suffered from the general market conditions as the side-way movement of the gold price reduced investor interest in junior gold mining companies. Holdings of Osisko Mining Corp., Detour Gold Corp., and Orbis Gold Ltd. added positive returns to the portfolio. Both Osisko’s and Orbis’ positive returns can be attributed to acquisitions during the year. Osisko was taken over by Yamana Gold Inc. and Agnico Eagle Mines Limited while Orbis, as of time of writing, is in the process of being acquired by Semafo Inc. The following table highlights changes in both transactional net asset value (“Transactional NAV”) and net assets determined using International Financial Reporting Standards (“IFRS Net Assets”) during the year. Refer to the financial highlights section for further information on the differences between Transactional NAV and IFRS Net Assets. Net Asset Value Comparison ($CAD, in millions)

Transactional

NAV IFRS Net

AssetsBalance, December 31, 2013 $31.3 $31.9Reinvestment of distribution by holders of Trust Units 1.5 1.5Distribution payable (3.4) (3.4)Investment performance 1.2 1.8Trust Units repurchased under market purchase program (0.7) (0.7)Net fees and expenses(a) (1.1) (1.3)Balance, December 31, 2014 $28.8 $29.8(a) Net of interest and dividend income. Transaction costs are expensed in calculating IFRS Net Assets.

Recent Developments Annual Distributions On December 17, 2014, the Fund declared a cash distribution of $0.40 per Trust Unit to be paid to holders of Trust Units on record as at December 31, 2014. This distribution was subsequently paid on January 28, 2015. On January 28, 2014, the Fund paid an aggregate distribution of approximately $5,111,000 and it issued 401,192 Trust Units from treasury pursuant to the Fund’s Distribution Reinvestment Plan (the “DRIP”), including 381,033 Trust Units issued to Dundee Corporation, the parent company of GCICI. When aggregated with existing positions owned or controlled by Dundee Corporation, Dundee Corporation owns 2,195,707 Trust Units, representing an approximate 25.9% interest in the Fund as at December 31, 2014. Changeover to International Financial Reporting Standards The Fund’s financial statements as at and for the year ended December 31, 2014 have been prepared using International Financial Reporting Standards (“IFRS”). Previously, the Fund’s financial statements as at and for the year ended December 31, 2013 and the Fund’s financial statements as at January 1, 2013 were prepared using Canadian generally accepted accounting principles (“Canadian GAAP”). Included in Note 14 to the Fund’s financial statements for the year ended December 31, 2014 is a detailed description of the differences between Canadian GAAP and IFRS, as they apply to the Fund, as well as a reconciliation of the financial statements of the Fund prepared using Canadian GAAP to those prepared under IFRS. Related Party Transactions The following arrangements resulted in fees paid by the Fund to the Manager or to companies affiliated with the Fund. Commissions and Related Brokerage Commissions Brokerage commissions of approximately $161,000 (December 31, 2013 – $145,000) were paid on securities transactions during the year. Of this amount, Dundee Securities Ltd. (“DSL”), an affiliate of GCICI, received approximately $139,000 (December 31, 2013 – $124,000). Soft dollar commissions, if any, represent amounts paid indirectly to third parties through


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a broker or dealer for services received by the Fund that do not pertain to trading execution. There were no soft dollar commissions paid by the Fund in either the current or prior year. Management Fees The Fund pays the Manager a management fee for the continuous advice, recommendations and services provided to the Fund. This includes acting as the manager, trustee and portfolio advisor to the Fund. The Manager is also responsible for the Fund’s day-to-day operations. The Fund incurred a management fee, inclusive of sales tax, of approximately $0.8 million for the year ended December 31, 2014 (December 31, 2013 – $1.1 million). Operating Expenses and Administrative Services The Fund is responsible for operating expenses relating to the carrying on of its business, including custodial services, legal, audit fees, transfer agency services and the cost of financial and other reports required to comply with applicable laws, regulations and policies. Such expenses are calculated and accrued daily. The Manager pays for such expenses on behalf of the Fund, except for certain expenses such as interest, and is subsequently reimbursed by the Fund. In addition to these direct expenses, during the year ended December 31, 2014, the Fund paid approximately $150,500 (December 31, 2013 – $222,000) to the Manager or to companies affiliated with the Manager, for administrative services provided by the Manager. As at December 31, 2014, the Fund owed the Manager approximately $35,000 for expenses paid on the Fund’s behalf (December 31, 2013 - $38,000). Management Incentive Fees The Fund will pay the Manager a management incentive fee in respect of each fiscal year end of the Fund based on the performance of the Fund, as described in the Fund’s prospectus. The management incentive fee is calculated on a calendar year basis. As at December 31, 2014, December 31, 2013 and January 1, 2013, no management incentive fees were paid or payable to the Manager. Inter-Fund Trades The Fund may, from time to time, enter into security trades with other investment funds managed by the Manager. These trades are executed through market intermediaries and under prevailing market terms and conditions. Any such trades are executed in accordance with applicable securities laws and with the Manager’s policies and procedures, and are subject to approval of the IRC (see “Standing Instructions from the Independent Review Committee” below). Underwriting of Securities The Fund may invest in securities offerings where DSL, in its capacity as an investment dealer, acted as underwriter in the offering of the securities. For these transactions, the Manager receives exemptive relief from securities regulatory authorities or receives approval from the IRC (see “Standing Instructions from the Independent Review Committee” below). Standing Instructions from the Independent Review Committee Pursuant to National Instrument 81-107 – “Independent Review Committee for Investment Funds”, the Manager has appointed an independent review committee (“IRC”) to oversee the Fund. Costs and expenses directly associated with the operations of the IRC, including remuneration of IRC members are chargeable to the Fund. As at December 31, 2014, the IRC consisted of three members, all of whom are independent of the Manager. The Fund paid $17,000 for IRC fees for the year ended December 31, 2014 (December 31, 2013 - $13,000). The Fund received the following standing instructions with respect to related party transactions from the IRC: (i) paying brokerage commissions to DSL, as applicable, for effecting security transactions on an agency and principal

basis on behalf of the Fund (referred to as “Related Brokerage Commissions”); (ii) subject to receipt of exemptive relief in certain circumstances, purchases or sales of securities of an issuer from or to

another investment fund managed by the Manager; (iii) executing foreign exchange transactions with DSL on behalf of the Fund; and (iv) participating in an underwriting involving DSL acting in its capacity as an investment dealer on behalf of the issuer. The applicable standing instructions require the Manager to establish policies and procedures that it will follow with respect to related party transactions. The Manager is required to advise the IRC of any material breach of a condition of the standing instructions. The standing instructions require, among other things, that the investment decision in respect to a related party transaction: (a) is made by the Manager, free from any influence by any related entity and without taking into account any consideration to the Manager or any associate or affiliate of the Manager; (b) represents the business judgment of the


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Manager, uninfluenced by considerations other than the best interests of the Fund; and (c) is made in compliance with the Manager’s written policies and procedures. Transactions made by the Manager, under the standing instructions are subsequently reviewed by the IRC to monitor compliance. The Fund relied on IRC standing instructions regarding related party transactions during the year. Financial Highlights The following tables show selected key financial information about the Fund and are intended to help readers understand the Fund’s financial performance for the years indicated. The information on the following tables is based on prescribed regulations. As a result, subtotals are not expected to equal aggregate totals due to the increase (decrease) in net assets from operations being based on average number of Trust Units outstanding during the year and all other numbers being based on actual number of Trust Units outstanding at the relevant point in time. The Fund’s Net Assets per Trust Unit(1) December 31, December 31, December 31, December 31, December 31, 2014* 2013* 2012 2011 2010 Net assets, beginning of year $3.84 $11.72 $14.22 $28.04 $14.60 Dilution due to the exercise of Series A Warrants - - - (6.09) -

Net assets, beginning of year, adjusted (1)(2) $3.84 $11.72 $14.22 $21.95 $14.60 Increase (decrease) in net assets from operations: Total revenue $0.02 $0.03 $0.01 $0.01 $0.00 Total expenses (0.15) (0.22) (0.40) (0.49) (4.20) Realized gain (loss) for the year (1.07) (4.73) 0.33 1.86 6.20 Unrealized gain (loss) for the year 1.26 (2.15) (2.66) (7.41) 12.40

Total increase (decrease) in net assets from operations (2) $0.06 ($7.07) ($2.72) ($6.03) $14.40 Distributions to unitholders:

From net realized gain on investments - - - - (0.55) From return of capital (0.40) (0.80) - (1.00) -

Total annual distributions (2)(3) ($0.40) ($0.80) $0.00 ($1.00) ($0.55) Net assets, end of year (1)(2)(7) $3.52 $3.84 $11.53 $14.22 $28.04 Ratios and Supplemental Data Total net asset value (in 000’s) (7) $28,818 $31,297 $94,830 $119,703 $127,141 Number of Trust Units outstanding 8,476,348 8,299,978 8,311,578 8,385,514 4,650,097 Management fee 2.00% 2.00% 2.00% 2.00% 2.00% Management expense ratio ("MER") (4) 2.88% 3.11% 2.64% 2.53% 21.84% MER before waivers or absorptions (4) 2.88% 3.11% 2.64% 2.53% 21.84% Trading expense ratio (“TER”) (5) 0.41% 0.27% 0.35% 0.12% 0.34% Portfolio turnover rate (6) 92.41% 79.64% 66.57% 32.33% 65.43% NAV per unit (“NAVPU”) (7) $3.40 $3.77 $11.41 $14.28 $27.34 Closing market price (8) $2.96 $3.05 $9.35 $10.15 $14.05 Discount of market price to NAVPU (12.94%) (19.10%) (18.05%) (28.92%) (48.61%) * These figures are reported in accordance with IFRS; all previous years are reported under Canadian GAAP. (1) This information is derived from the Fund’s audited financial statements. Net assets per Trust Unit presented in the financial statements may differ

from net asset value calculated for pricing purposes. An explanation of these differences can be found in the notes to the financial statements. Some of the $nil balances reported in the Financial Highlights may include amounts that are rounded to zero.

(2) Net assets per Trust Unit and distributions per Trust Unit are based on the actual number of Trust Units outstanding at the relevant point in time. The increase (decrease) in net assets from operations per Trust Unit is based on the weighted average number of Trust Units outstanding over the relevant year.

(3) 2014 amounts pertain to a cash distribution. Amounts in 2013 pertain to the DRIP as described under “Recent Developments”. 2011 and 2010 amounts pertain to cash and non-cash distributions, respectively.


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(4) The management expense ratio (“MER”) is based on the total expenses (excluding commissions and other portfolio transaction costs) of the Fund

for the stated year, expressed as an annualized percentage of daily average net asset value during the year. The following MER statistics are presented for information purposes.

December 31, 2014 December 31, 2013 MER excluding management incentive fees 2.88% 3.11% MER excluding management incentive fees and sales tax 2.66% 2.85%

(5) The trading expense ratio (“TER”) represents total commissions and other portfolio transaction costs of the Fund expressed as an annualized

percentage of daily average net asset value of the Fund during the respective year. (6) The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments. A portfolio turnover rate

of 100% is equivalent to an investment fund buying and selling all of the securities in its portfolio once in the course of the fiscal year. The higher the portfolio turnover rate in a year, the greater the trading costs payable by an investment fund in the year and the greater the chance of an investor receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of an investment fund. The portfolio turnover rate is calculated by dividing the lesser of the cost of purchases and the proceeds of sales of portfolio securities for the year by the average market value of investments during the year.

(7) National Instrument 81-106 – “Investment Fund Continuous Disclosure” (“NI 81-106”) requires all investment funds to calculate net asset value for all purposes other than for financial statements in accordance with part 14.2, which differs in some respects from the requirements of IFRS. IFRS Net Assets includes Black-Scholes adjustments to the value of warrants held, whereas the Transactional NAV does not require such adjustments. A reconciliation between Transactional NAV and IFRS Net Assets is provided below. Total in $000's Per Unit ($) Transactional NAV 28,818 3.40 Valuation adjustment 1,022 0.12 IFRS Net Assets 29,840 3.52

(8) Closing market price is as per the TSX as at the final trading day of each respective year. Management Fee The Fund pays a management fee to the Manager for the sole provision of portfolio advisory services. The management fee is calculated at an annualized rate of 2% of the Transactional NAV of the Fund, and is accrued daily and paid monthly. Past Performance The following charts show the annual performance for the Trust Units of the Fund and illustrate how the Fund’s performance has varied from year to year. The charts show, in percentage terms, how much an investment held on the first day of each fiscal year would have increased or decreased by the last day of each fiscal year. The information shown assumes that distributions made by the Fund in the years shown were reinvested in additional Trust Units of the Fund. Past performance of the Trust Units of the Fund will not necessarily indicate how the Fund will perform in the future. (for fiscal years ended December 31) Return based on NAVPU Return based on TSX Market Price(2)

(1) Since inception of the Fund on January 25, 2008 to the fiscal year end. .

(2) As a closed-end investment trust, the Fund does not continuously distribute its Trust Units at their NAVPU. The Fund’s Trust Units are listed on the TSX; therefore, for comparison purposes, the annual performance for the Fund has been calculated based on the Fund’s NAVPU as well as the TSX market price.

(1)

(1)


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Summary of Investment Portfolio as at December 31, 2014 The Summary of Investment Portfolio may change due to ongoing portfolio transactions. Updates are available quarterly on GCICI’s website, www.goodmanandcompany.com, 60 days after quarter end, except for December 31, which is the fiscal year end, when they are available after 90 days.

By Country / Region Percentage of Total

Net Asset Value† Canada 77.4Australia 13.9United States of America 12.4United Kingdom 2.9

By Asset Type Percentage of Total

Net Asset Value† Equities 106.6Cash 6.0Other Liabilities (12.6)

By Industry Percentage of Total

Net Asset Value† Gold and Precious Metals 106.6

Top 25 Holdings Percentage of Total

Net Asset Value† Klondex Mines Ltd. 14.1 Orbis Gold Ltd. 13.9 Goldcorp Inc. 13.1 SPDR Gold Trust 11.9 Belo Sun Mining Corp. 8.3 Cash 6.0 Mandalay Resources Corp. 5.1 Orezone Gold Corp. 4.8 Falco Pacific Resource Group Inc. 4.4 Barrick Gold Corp. 4.3 Castle Mountain Mining Company Ltd. 3.4 Pan American Silver Corp. 3.2 Visible Gold Mines Inc., Restricted 2.9 Peregrine Diamonds Ltd. 2.1 Hummingbird Resources Plc 1.9 Midas Gold Corp. 1.7 WPC Resources Inc., Restricted 1.6 Yamana Gold Inc. 1.6 Yorbeau Resources Inc., Class "A" 1.6 Atacama Pacific Gold Corporation 1.3 Acacia Mining Plc 1.0 Tierra Nuevo Mining Ltd., Restricted 0.8 Goldrush Resources Ltd. 0.8 Tamaka Gold Corporation, Restricted 0.7 Visible Gold Mines Inc., Restricted, Warrants, April 27, 16 0.7

† This refers to transactional net asset value which was approximately $28,818,000 as at December 31, 2014. Therefore, weightings presented in

the Statement of Investments will differ from the ones disclosed above.


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Caution Regarding Forward-Looking Statements Certain portions of this report, including, but not limited to, “Results of Operations” and “Recent Developments”, may contain forward-looking statements about the Fund, as applicable, including statements with respect to strategy, risks, expected performance and condition. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” and similar forward-looking expressions or negative versions thereof. In addition, any statement that may be made concerning future performance, strategies or prospects and possible future Fund action is also a forward-looking statement. Forward-looking statements are based on current expectations and projections about future general economic, political and relevant market factors, such as interest rates, foreign exchange rates, equity and capital markets, and the general business environment, in each case assuming no changes to applicable tax or other laws or government regulation. Expectations and projections about future events are inherently subject to, among other things, risks and uncertainties, some of which may be unforeseeable. Accordingly, current assumptions concerning future economic and other factors may prove to be incorrect at a future date. Forward-looking statements are not guarantees of future performance and actual events could differ materially from those expressed or implied in any forward-looking statements made by the Fund. Any number of important factors could contribute to these digressions, including, but not limited to, general economic, political and market factors in North America and internationally, such as interest and foreign exchange rates, global equity and capital markets, business competition, technological change, changes in government regulations, unexpected judicial or regulatory proceedings and catastrophic events. We stress that the above mentioned list of important factors is not exhaustive. We encourage readers to consider these and other factors carefully before making any investment decisions and we urge readers to avoid placing any undue reliance on forward-looking statements. Further, readers should be aware of the fact that the Fund has no specific intention of updating any forward-looking statements whether as a result of new information, future events or otherwise, prior to the release of the next management report of fund performance.

Goodman Gold Trust STATEMENTS OF FINANCIAL POSITION As at

The accompanying notes are an integral part of these financial statements.

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(in 000's of Canadian dollars December 31, December 31, January 1, except number of units and per unit amounts) 2014 2013 2013

Assets Current Assets Investments, at fair value $31,733 $38,829 $98,095 Cash 1,740 - 2,654 Receivable for investment securities sold - 38 281 Accrued interest, dividends and other 2 13 1

33,475 38,880 101,031

Liabilities Current Liabilities Bank overdraft - 37 - Loan payable (Note 13) - - 2,500 Interest payable - - 8 Payable for investment securities purchased - - 796 Management fee payable (Note 6) 58 63 158 Accrued expenses 151 237 196 Distributions payable to unitholders (Note 12) 3,391 6,640 - Trust Units repurchased payable 35 - -

3,635 6,977 3,658

Net assets - representing unitholders' equity (Note 7) $29,840 $31,903 $97,373 Unitholders' capital (Note 7) 74,018 77,975 84,723 Warrants (Note 7) - - 2,219 Contributed surplus 6,354 4,972 2,701 Accumulated deficit (50,532) (51,044) 7,730

$29,840 $31,903 $97,373

Number of Trust Units outstanding (Note 7) 8,476,347 8,299,978 8,311,578

Net assets per Trust Unit (Note 8) $3.52 $3.84 $11.72

Goodman Gold Trust STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the years ended


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(in 000's of Canadian dollars) December 31, December 31, except per unit amounts) 2014 2013

Income (loss) Dividends $91 $194 Interest income 13 18 Foreign exchange gain (loss) on cash (11) 11 Other changes in fair value of investments: Net realized loss on sale of investments (9,221) (39,336) Change in unrealized appreciation (depreciation) in value of investments 10,926 (17,830)

1,798 (56,943)

Expenses (Note 6) Management fees 837 1,149 Transaction costs 161 145 Unitholder administration costs 151 292 Audit fees 54 45 Unitholder reporting costs 32 53 Legal fees 31 25 Custodian fees and bank charges 20 26 Interest expense (Note 13) - 96

1,286 1,831

Increase (decrease) in net assets from operations $512 ($58,774) Increase (decrease) in net assets from operations per Trust Unit (Note 9) $0.06 ($7.07)

Goodman Gold Trust STATEMENTS OF CHANGES IN NET ASSETS REPRESENTING UNITHOLDERS’ EQUITY


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(in 000's of Canadian dollars) Unitholders'

capital Warrants Contributed

surplus Accumulated

deficit Total

Balance, January 1, 2013 $84,723 $2,219 $2,701 $7,730 $97,373 Decrease in net assets from operations - - - (58,774) (58,774) Expiration of unexercised warrants - (2,219) 2,219 - - Trust Units repurchased under market purchase program (108) - 52 - (56) Distributions to unitholders - return of capital (6,640) - - - (6,640) Balance, December 31, 2013 77,975 - 4,972 (51,044) 31,903 Increase in net assets from operations - - - 512 512 Trust Units repurchased under market purchase program (2,095) - 1,382 - (713) Reinvestments of distributions to unitholders 1,529 - - - 1,529 Distributions to unitholders - return of capital (3,391) - - - (3,391) Balance, December 31, 2014 $74,018 $- $6,354 ($50,532) $29,840

Goodman Gold Trust STATEMENTS OF CASH FLOWS For the years ended


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December 31, December 31, (in 000s of Canadian dollars) 2014 2013

Operating activities: Increase (decrease) in net assets from operations $512 ($58,774) Adjustments for: Foreign exchange (gain) loss on cash 11 (11) Net realized loss on sale of investments 9,221 39,336 Change in unrealized (appreciation) depreciation in value of investments (10,926) 17,830 (Increase) decrease in accrued interest, dividends and other 11 (12) Decrease in accrued expenses and management fees payable (91) (62) Purchase of investments (33,950) (42,693) Proceeds from sale of investments 42,789 44,240 Net cash provided by (used in) operating activities 7,577 (146)

Financing activities: Decrease in loan payable (Note 13) - (2,500) Trust Units repurchased under market purchase program (678) (56) Distributions paid to holders of Trust Units, net of reinvested distributions (5,111) - Net cash used in financing activities (5,789) (2,556)

Net cash provided (used) during the year 1,788 (2,702) Foreign exchange gain (loss) on cash (11) 11 Cash (bank overdraft), beginning of year (37) 2,654 Cash (bank overdraft), end of year $1,740 ($37)

Cash flows from operating activities include: Dividends received $91 $181 Interest received $13 $18 Interest paid $- $104

Goodman Gold Trust SCHEDULE OF INVESTMENT PORTFOLIO As at December 31, 2014


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Carrying Number of Cost† Value Shares (000's) (000's)

EQUITIES AND WARRANTS (106.4%) Australia (13.5%) Orbis Gold Ltd. 7,570,000 $2,562 $4,018 2,562 4,018 Canada (78.1%) Atacama Pacific Gold Corporation 1,365,000 3,767 362 Barrick Gold Corp. 100,000 1,801 1,252 Belo Sun Mining Corp. 8,000,000 4,601 1,640 Belo Sun Mining Corp., Restricted* 3,800,000 798 740 Cantex Mine Development Corporation, Restricted, Warrants, $1.50 Jul. 09 17* 266,666 - 7 Castle Mountain Mining Company Ltd. 3,000,000 1,890 990 Cordoba Minerals Corp., Restricted, Warrants, $2.00 Apr. 10 15* 516,098 - - ECI Exploration and Mining Inc.* 1,200,000 1,500 60 ECI Exploration and Mining Inc., Restricted* 120,000 - 6 ECI Exploration and Mining Inc., Restricted, Warrants, $1.80*‡ 660,000 - - Falco Pacific Resource Group Inc. 2,970,000 847 1,277 Falco Pacific Resource Group Inc., Restricted, Warrants, $0.60 Nov. 14 15* 1,250,000 - 102 Goldcorp Inc. 175,000 4,693 3,764 Goldrush Resources Ltd. 14,500,000 1,610 218 Klondex Mines Ltd. 2,080,000 4,141 4,056 Mandalay Resources Corp. 1,617,280 1,591 1,472 Medgold Resources Corp., Restricted, Warrants, $0.15 Feb. 04 16* 2,500,000 - 80 Midas Gold Corp. 1,050,000 827 494 Murchison Minerals Ltd. 2,000,000 110 25 Newstrike Resources Ltd. 2,000,000 458 80 Orezone Gold Corp. 2,770,000 1,440 1,385 Pan American Silver Corp. 85,000 969 911 Peregrine Diamonds Ltd. 3,300,000 2,507 594 Peregrine Diamonds Ltd., Warrants, $0.21 Apr. 06 16* 996,000 - 25 Stornoway Diamond Corp., Warrants, $0.90 May. 13 16* 1,071,000 - 80 Tamaka Gold Corporation., Restricted* 785,730 729 212 Tamaka Gold Corporation, Restricted, Warrants, $1.50*‡ 785,730 21 - Tanzania Minerals Corp., Warrants, $0.35 Dec. 07 15* 1,250,000 - 14 Tierra Nuevo Mining Ltd., Restricted* 3,000,000 500 240 Tierra Nuevo Mining Ltd., Restricted, Warrants, $0.375*‡ 1,000,000 - - Unigold Inc., Restricted, Warrants, $0.15 Nov. 17 15* 2,000,000 - 5 Visible Gold Mines Inc., Restricted* 6,250,000 375 828 Visible Gold Mines Inc., Restricted, Warrants, $0.10 Apr. 27 16* 6,250,000 - 691 WPC Resources Inc., Restricted* 10,000,000 500 475 WPC Resources Inc., Restricted, Warrants, $0.10 Sep. 18 16* 10,000,000 - 297 Yamana Gold Inc. 100,000 456 469 Yorbeau Resources Inc., Class "A" 7,253,000 1,043 453 37,174 23,304 United States of America (12.0%) Pershing Gold Corp., Series E Convertible Preferred Stock 150 153 151 Pershing Gold Corp., Restricted, Warrants, $0.40 Aug. 15 16* 180,000 - 5 SPDR Gold Trust 26,000 3,363 3,426 3,516 3,582

Goodman Gold Trust SCHEDULE OF INVESTMENT PORTFOLIO As at December 31, 2014


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Carrying Number of Cost† Value Shares (000's) (000's) United Kingdom (2.8%) Acacia Mining Plc 60,000 252 277 Hummingbird Resources Plc 900,360 1,118 552 1,370 829COST AND CARRYING VALUE OF INVESTMENTS (106.4%) 44,622 31,733 TRANSACTION COSTS (0.0%) (Note 3) (58) -TOTAL COST AND CARRYING VALUE OF INVESTMENTS (106.4%) $44,564 31,733 CANADIAN CASH (5.8%) 1,740OTHER NET LIABILITIES (-12.2%) (3,633) NET ASSETS (100.0%) $29,840

†Where applicable, distributions received from holdings as a return of capital are used to reduce the adjusted cost base of the securities in the portfolio. * These securities have no quoted market values and are valued using valuation techniques. ‡ Exercisable for a specified period from the date the issuer is listed on a recognized Canadian stock exchange.

Goodman Gold Trust NOTES TO THE FINANCIAL STATEMENTS

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1. The Fund

a) Formation of Mutual Fund Trust Goodman Gold Trust (the “Fund”) is a closed-end investment trust established under the laws of the Province of Ontario

by Declaration of Trust and commenced operations on January 25, 2008. The Fund’s trust units (the “Trust Units”) trade on the Toronto Stock Exchange (“TSX”) under the symbol GGT.UN. The principal office of the Fund is located at 1 Adelaide Street East, Suite 2100, Toronto, Ontario, M5C 2V9.

The Fund seeks to achieve inflation protection, capital preservation and long-term capital appreciation through

investment in a portfolio consisting of precious metals and the securities of precious metals issuers, minerals issuers and minerals related issuers.

b) Manager The Fund has retained Goodman & Company, Investment Counsel Inc. (“GCICI” or the “Manager”) as the investment

fund manager of the Fund. The Manager is responsible for providing investment, management, administrative and other services to the Fund. The Manager is a wholly owned subsidiary of Dundee Corporation, a public Canadian independent holding company listed on the TSX under the symbol “DC.A”.

These financial statements were approved for issue by the Board of Directors of GCICI on March 26, 2015.

2. Basis of Presentation

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The Fund adopted this basis of accounting in 2014 as required by Canadian securities legislation and the Canadian Accounting Standards Board. Previously, the Fund prepared its financial statements in accordance with Canadian generally accepted accounting principles as defined in Part V of the CPA Canada Handbook ("Canadian GAAP"). The Fund has consistently applied the accounting policies used in the preparation of its opening IFRS statement of financial position as at January 1, 2013 and throughout all periods presented, as if these policies had always been in effect. Note 14 discloses the impact of the transition to IFRS on the Fund’s reported financial position, financial performance and cash flows, including the nature and effect of significant changes in accounting policies from those used in the Fund’s financial statements for the year ended December 31, 2013 prepared under Canadian GAAP.

3. Summary of Significant Accounting Policies

a) Fair Value Measurement The fair value of financial assets and liabilities traded in active markets (such as publicly traded derivatives and trading

securities) is based on quoted market prices. In accordance with the provisions of the Fund's prospectus, investment positions are valued based on the last traded market price for the purpose of determining the transactional net asset value (“Transactional NAV”) per Trust Unit. For financial reporting purposes, the Fund uses the last traded market price for both financial assets and financial liabilities where the last traded price falls within that day’s bid-ask spread. In circumstances where the last traded price is not within the bid-ask spread, the Manager determines the point within the bid-ask spread that is most representative of fair value.

b) Financial Instruments The Fund recognizes financial instruments at fair value upon initial recognition, plus transaction costs in cases pertaining

to financial instruments measured at amortized cost. The Fund’s investments are classified as financial instruments carried at fair value through profit or loss (“FVTPL”). Certain of the Fund’s investments have been classified as financial instruments at FVTPL as they meet the criteria for designation as held-for-trading (“HFT”) securities. The Fund has elected to designate other investments that do not meet the HFT criteria as financial assets at FVTPL (“Designated FVTPL”).

Goodman Gold Trust NOTES TO THE FINANCIAL STATEMENTS (cont’d)

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c) Other Assets and Liabilities “Cash”, “Receivable for investment securities sold” and “accrued interest, dividends and other” are financial instruments

designated as loans and receivables and are recorded at amortized cost. Similarly, “bank overdraft”, “loan payable”, “interest expense payable”, “payable for investment securities purchased”, “management fee payable”, “accrued expenses”, “distributions payable to unitholders”, and “Fund Units repurchased payable” are financial instruments designated as other financial liabilities and are recorded at amortized cost. Amortized cost approximates fair value for these assets and liabilities, as they are short term in nature.

Under the amortized cost method, financial assets and liabilities reflect the amount required to be received or paid, discounted, when appropriate, at the contract’s effective interest rate.

d) Investment Transactions Investment transactions are recorded on a trade date basis. The cost of investments represents the amount paid for each

security, excluding transaction costs. e) Transaction Costs Transaction costs are incremental costs directly attributable to the acquisition, issuance or disposal of an investment,

which include fees and commissions paid to agents, advisors, brokers and dealers, levies by regulatory agencies and securities exchanges and transfer taxes and duties. Transaction costs related to financial instruments at FVTPL are expensed as incurred.

f) Income Recognition/Derecognition The Fund recognizes financial assets or liabilities designated at FVTPL on the trade date, which is the date it commits to

purchase the instruments. From this date any gains and losses arising from changes in fair value of the assets or liabilities are recognized in the Statements of Comprehensive Income (Loss).

Financial assets are derecognized when the contractual rights to the cash flows from the asset expire or the financial asset

and substantially all the risks and rewards of ownership of the asset have been transferred to another entity. The Fund derecognizes financial liabilities when the Fund’s obligations are discharged, cancelled or expired.

Interest income is accrued as earned and dividend income is recognized on the ex-dividend date. g) Translation of Foreign Currency The presentation currency for the Fund is the Canadian dollar which is also its functional currency. Any currency other

than the Canadian dollar represents foreign currency to the Fund. The fair value of investments and other assets and liabilities denominated in a foreign currency are translated into

Canadian dollars at the rate of exchange which is current on the valuation date. Transactions denominated in a foreign currency are translated into Canadian dollars at the rate of exchange prevailing on the date of the transactions. Realized and unrealized foreign currency gains or losses on investments are included in the Statements of Comprehensive Income (Loss) in “Net realized loss on sale of investments” and “Change in unrealized appreciation (depreciation) in value of investments”, respectively. Realized and unrealized foreign currency gains or losses on cash are included in the Statements of Comprehensive Income (Loss) in “Foreign exchange gain (loss) on cash”.

h) Increase (Decrease) in Net Assets from Operations per Trust Unit The “Increase (Decrease) in Net Assets from Operations per Trust Unit” is disclosed in the Statements of Comprehensive

Income (Loss) and represents the increase or decrease in net assets from operations for the year divided by the weighted average number of Trust Units outstanding during the year. Refer to Note 9 for the calculation of the Increase (decrease) in Net Assets from Operations per Trust Unit.

i) Non-zero Amounts Some of the balances reported in the financial statements may include amounts that are rounded to zero.


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j) Accounting Standards Issued but Not Yet Adopted The final version of IFRS 9 - Financial instruments (“IFRS 9”), was issued by the International Accounting Standards Board in July 2014 and will replace IAS 39 - Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 introduces a model for classification and measurement, a single, forward-looking expected loss impairment model and a substantially reformed approach to hedge accounting. The new single, principle based approach for determining the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments, which will require more timely recognition of expected credit losses. It also includes changes in respect of an entity’s own credit risk in measuring liabilities elected to be measured at fair value, so that gains caused by the deterioration of an entity's own credit risk on such liabilities are no longer recognized in profit or loss. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Fund has yet to assess the full impact of IFRS 9 to its financial statements, and it has not yet determined whether it will be adopted earlier than the required date of implementation.

4. Critical Accounting Estimates and Judgments

The preparation of financial statements requires management to use judgment in applying its accounting policies and to make estimates and assumptions about the future. The following discusses the most significant accounting judgments and estimates that the Manager has made in preparing these financial statements.

a) Classification and Measurement of Investments and Application of the Fair Value Option Significant judgment is applied by the Fund in determining whether financial instruments that do not meet the HFT criteria may be classified as Designated FVTPL. In determining whether a financial instrument may be classified as Designated FVTPL, the Fund must assess whether the financial instrument is part of a group of financial instruments that is managed and its performance evaluated on a fair value basis in accordance with a specified investment strategy.

b) Fair Value Measurement of Derivatives and Securities Not Quoted in an Active Market

Key areas of estimation, where the Manager has made complex or subjective judgments, include the determination of fair values of financial instruments that are not quoted in an active market. The fair value of financial assets and liabilities that are not quoted in an active market is determined using valuation techniques. The use of valuation techniques for financial instruments that are not quoted in an active market requires the Manager to make assumptions that are based on market conditions existing as at the date of the financial statements. Changes in these assumptions as a result of changes in market conditions could affect the reported fair value of financial instruments. Valuation techniques used include the use of comparable recent arm's-length transactions, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants. Investments in warrants that are liquid and traded on an active stock exchange have been measured at fair value. For financial reporting purposes, warrants not listed on an active exchange are valued using the Black-Scholes model, which is a recognized fair value model commonly used within the industry. Inputs used in the Black-Scholes model include the current price of the underlying security, implied volatility, the warrant’s exercise price, time until expiration, and the risk-free interest rate. In contrast, unlisted warrants are valued using an intrinsic-value approach when determining Transactional NAV.

5. Taxation

a) Taxation of Mutual Fund Trusts The Fund qualifies as a mutual fund trust under the Income Tax Act (Canada) and has a December 15th tax year end. Mutual fund trusts are subject to tax on their income, including net realized capital gains, which is not paid or payable to its unitholders. In accordance with the terms of the Declaration of Trust of the Fund, all of the net income and net taxable capital gains will be paid or payable to unitholders in the taxation year so that no income tax will be paid or payable by the Fund. The amount of net realized taxable capital gains available for distribution is reduced by the amount of net realized capital gains that are retained in the Fund in order to fully utilize any available capital loss carry forwards and/or capital gains refund for the year. Since the Fund does not record income taxes, the tax benefit of capital and non-capital losses has not been reflected in the Statements of Financial Position as a deferred income tax asset.


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b) Losses Carried Forward The Fund may accumulate net capital losses and non-capital losses. Net capital losses can be carried forward indefinitely to reduce future net realized capital gains. Non-capital losses realized in taxation years ending after 2005 may be carried forward up to twenty years. As at December 31, 2014, the Fund had approximately $50.8 million capital losses and $14.9 million in non-capital losses available to carry forward.

6. Expenses and Related Party Transactions a) Management Fee

The Fund pays the Manager a management fee for the continuous advice, recommendations and services, including key management personnel, provided to the Fund. This includes acting as the manager, trustee and portfolio advisor to the Fund. The Manager is also responsible for the Fund’s day-to-day operations. The management fee is an annualized rate of 2.0% based on the Transactional NAV of the Fund and is accrued daily and paid monthly as a percentage of the month end Transactional NAV, in accordance with the terms of the management agreement for the Fund. The management fee may be paid in cash or in Trust Units at the option of the Manager. To the extent Trust Units are issued from treasury in lieu of cash payment, Trust Units will be valued at Transactional NAV as at the last business day of the applicable month. In consideration for portfolio advisory services received from the Manager, the Fund incurred a management fee, inclusive of sales tax, of approximately $0.8 million for the year ended December 31, 2014 (December 31, 2013 – $1.1 million).

b) Management Incentive Fee The Fund will pay to the Manager a management incentive fee in respect of each fiscal year of the Fund (a “Qualifying Year”) in which the Adjusted Net Asset Value per Trust Unit on the last day of such fiscal year is at least 108%, pro-rated in the case of any partial fiscal year, of the Transactional NAV per Trust Unit on the last day of the immediately preceding fiscal year. In accordance with the prospectus, “Adjusted Net Asset Value per Trust Unit” means, for any particular Qualifying Year, the Transactional NAV per Trust Unit on the last day of such Qualifying Year, before giving effect to any distributions by the Fund since the Highest Prior Year, without giving effect to the accrual of any management incentive fee and adjusted to exclude any dilutive effects of warrants exercised since the Highest Prior Year. “Highest Prior Year” means, for any particular Qualifying Year, the last fiscal year in which the Highest net asset value per Trust Unit was established. “Highest net asset value per Trust Unit” means, with respect to any particular Qualifying Year, the Transactional NAV per Trust Unit on the last day of the fiscal year in which the high water mark, as defined in the Fund’s prospectus, was established. The management incentive fee payable in respect of any Qualifying Year shall be equal to: (a) 20% of the amount by which the Adjusted Net Asset Value per Trust Unit on the last day of such Qualifying Year exceeds the Highest net asset value per Trust Unit, multiplied by (b) the average daily number of Trust Units outstanding during such Qualifying Year. The management incentive fee in respect of any particular Qualifying Year shall be estimated and accrued on each valuation date and shall be finally determined and paid within 30 business days after the end of such Qualifying Year. As at December 31, 2014, December 31, 2013 and January 1, 2013, no management incentive fee was paid or payable to the Manager.

c) Operating Expenses and Administrative Services The Fund is responsible for operating expenses relating to the carrying on of its business, including custodial services, legal, audit fees, transfer agency services and the cost of financial and other reports required to comply with applicable laws, regulations and policies. Such expenses are calculated and accrued daily. The Manager pays for such expenses on behalf of the Fund, except for certain expenses such as interest, and is subsequently reimbursed by the Fund. As at December 31, 2014, the Fund owed the Manager approximately $35,000 for expenses paid on the Fund’s behalf (December 31, 2013 - $38,000).


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In addition to these direct expenses, during the year ended December 31, 2014, the Fund paid approximately $150,500 (December 31, 2013 – $222,000) to the Manager or to companies affiliated with the Manager, for administrative services provided by the Manager.

d) Brokerage Commissions Brokerage commissions of approximately $161,000 (December 31, 2013 – $145,000) were paid on securities transactions during the year. Of that amount, Dundee Securities Ltd. (“DSL”), an affiliate of GCICI, received approximately $139,000 (December 31, 2013 – $124,000). Soft dollar commissions, if any, represent amounts paid indirectly to third parties through a broker or dealer for services received by the Fund that do not pertain to trading execution. There were no soft dollar commissions paid by the Fund in either the current or the prior year.

e) Trust Units Owned by Related Parties On January 28, 2014, the Fund paid an aggregate cash distribution of approximately $5,111,000 and issued 401,192 Trust Units from treasury pursuant to the distribution reinvestment plan (the “DRIP”), including 381,033 Trust Units issued to Dundee Corporation. As of December 31, 2014, Dundee Corporation and certain wholly-owned subsidiaries of Dundee Corporation owned a total of 2,195,707 Trust Units of the Fund (December 31, 2013 – 1,814,674 Trust Units, January 1, 2013 – 1,759,674 Trust Units and 518,918 Series B warrants).

f) Independent Review Committee

Pursuant to National Instrument 81-107 – “Independent Review Committee for Investment Funds,” the Manager has appointed an independent review committee (the “IRC”) to oversee the Fund. Costs and expenses directly associated with the operations of the IRC, including remuneration of IRC members are chargeable to the Fund. As at December 31, 2014, the IRC consisted of three members, all of whom are independent of the Manager. The Fund paid approximately $17,000 for IRC fees for the year ended December 31, 2014 (December 31, 2013 - $13,000). These costs are included in “Unitholder reporting costs” on the Statements of Comprehensive Income (Loss).

7. Trust Units

Authorized In accordance with the Declaration of Trust, the Fund is authorized to issue an unlimited number of Trust Units under the terms of the initial public offering and upon exercise of the Series A and/or the Series B warrants. A description of the authorized Trust Units and warrants is provided below: Unit At the initial public offering, each unit consisted of one Trust Unit and one Series A

warrant. Series A Warrant

Each whole Series A warrant entitled the holder to receive one Trust Unit and one-half of one Series B warrant upon the exercise of such Series A warrant. Unexercised Series A warrants expired on January 25, 2011.

Series B Warrant Expiry

Series B warrants expired on January 25, 2013.

The Fund’s capital represents the net assets of the Fund and is comprised of issued Trust Units, warrants, contributed surplus, and accumulated deficit. The Fund is not subject to any regulatory requirements with respect to capital. The Fund’s capital is managed in accordance with the Fund’s investment objectives, policies and restrictions, as outlined in the Fund’s prospectus. Each Trust Unit represents an equal, undivided interest in the net assets of the Fund. Each unitholder is entitled to one vote for each Trust Unit held and is entitled to participate equally with respect to any and all distributions made by the Fund. On termination or liquidation of the Fund, the holders of outstanding Trust Units will be entitled to receive their pro rata share of all the assets of the Fund remaining after payment of all debts, liabilities and liquidation expenses. The Fund does not have a fixed termination date. The Manager may, at its discretion, terminate the Fund without the approval of the unitholders if, in its opinion, it would be in the best interests of the Fund and the unitholders to terminate


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the Fund. On December 17, 2012, the Fund announced the intention to implement a one-time liquidity event for the Fund to take place on or about January 2017. Previously, under Canadian GAAP, the Fund classified its Trust Units as equity. Under IAS 32 – Financial Instruments: Presentation, an entity may need to classify a financial instrument as a liability if it includes a contractual obligation for the issuing entity. Since the Trust Units carry no such obligation, they continue to be classified as equity. As at December 31, 2014, the closing price of each Trust Unit on the TSX was $2.96 (December 31, 2013 - $3.05, December 31, 2012 - $9.35). Issued and Outstanding Summaries of the outstanding Trust Units and warrants are outlined in the following table.

December 31, 2014 December 31, 2013 Series B Series B

Outstanding Trust Units and Warrants Trust Units Warrants Trust Units Warrants

Beginning of year

8,299,978 -

8,311,578 2,219,314 Expired Warrants - - - (2,219,314) Reinvested non-cash distributions to unitholders (Note 12) 401,192 - - - Trust Units repurchased under market purchase program (224,823) -

(11,600) -

End of year 8,476,347 - 8,299,978 - Market Purchase Program In accordance with the terms of the prospectus, the Fund may at any time, purchase Trust Units for cancellation at prices not exceeding the most recently calculated Transactional NAV per Trust Unit and on such terms and conditions as the Manager may determine.

8. Comparison of IFRS Net Assets per Trust Unit and Transactional NAV per Trust Unit The table below provides a comparison of Net Assets per Trust Unit under IFRS and Transactional NAV per Trust Unit. The primary reasons for the difference between these two amounts relate to the valuation of warrants as described in Note 4. December 31, 2014 December 31, 2013 January 1, 2013Transactional NAV per Trust Unit $3.40 $3.77 $11.41IFRS Net Assets per Trust Unit $3.52 $3.84 $11.72

9. Increase (Decrease) in Net Assets from Operations per Trust Unit

The increase (decrease) in net assets from operations per Trust Unit for the years ended December 31, 2014 and December 31, 2013 are calculated as follows:

December 31,

2014December 31,

2013Increase (decrease) in net assets from operations (000’s) $512 ($58,774)Weighted average Trust Units outstanding during the year 8,650,685 8,307,604Increase (decrease) in net assets from operations per Trust Unit $0.06 ($7.07)

10. Risks Associated with Financial Instruments

Investment activities of the Fund expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including interest rate risk, currency risk and other price risk) and concentration risk. The Manager seeks to minimize potential adverse effects of these risks on the Fund’s performance by employing and overseeing professional and experienced portfolio advisors that regularly monitor the Fund’s optimal asset mix and market events, as well as diversify the investment portfolio within the constraints of the Fund’s investment objective.


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To assist in managing risks, the Manager has established and maintains a governance structure that oversees the Fund’s investment activities and monitors compliance with the Fund’s stated investment objectives and guidelines. Significant risks that are relevant to the Fund are discussed below. Credit Risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the counterparty by failing to discharge an obligation. The Fund may become exposed to credit risk from the purchase of debt instruments, engaging in securities transactions (including warrants) or through the use of custody, loan and/or bank accounts, as applicable. The Fund had no significant exposure to debt instruments as at December 31, 2014, December 31, 2013 and January 1, 2013. All investment transactions are settled on delivery, minimizing the risk of default on investment transactions. Delivery of securities on a sale is only made once the custodian has received payment and, conversely, payment is only made on a purchase once the securities have been delivered to the custodian. The trade will fail if either party fails to meet its obligations. When the Fund trades in listed or unlisted securities through a broker, the Fund only transacts with reputable brokers that are duly registered with applicable securities regulators. In addition, custody transactions are carried out by counterparties that have a Standard & Poor’s credit rating of “A” or higher. As such, credit risk tied to securities transactions is considered minimal. The Fund only deposits assets with reputable companies that are eligible to act as a custodian under the provisions of National Instrument 81-102 – “Investment Funds.” However, in the event of bankruptcy or insolvency of such companies, the securities or other assets deposited therewith may be exposed to credit risk, or access to those securities or other assets may be delayed or limited. Liquidity Risk Liquidity risk is the risk that the Fund may not be able to settle or meet its obligations on time or at a reasonable price. In order to maintain sufficient liquidity, the Fund invests the majority of its assets in securities that are traded in an active market and can be readily disposed. The Fund may also invest in securities that are not traded in an active market and may be illiquid. Such investments are identified as restricted securities in the Schedule of Investment Portfolio. In addition, the Fund aims to retain sufficient cash positions to maintain liquidity. The financial liabilities disclosed in the Statements of Financial Position are all current liabilities, and are therefore normally paid within the fiscal year. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of the Fund’s financial instruments will fluctuate due to changes in the prevailing levels of market interest rates. Exposure to interest rate risk is mainly tied to the loan payable. The Fund’s exposure to interest rate risk is considered minimal since the expiration of its credit facility on October 1, 2013. Currency Risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. Exposure to currency risk is mainly in financial instruments (including cash) that are denominated in a currency other than Canadian dollars, which is the functional currency of the Fund. The table below presents major currencies the Fund had exposure to as at December 31, 2014, December 31, 2013 and January 1, 2013. The table also illustrates the potential impact on the Fund’s net assets if the Canadian dollar had strengthened or weakened by 5% in relation to each of the other currencies, before considering changes to management and performance fees.


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December 31, 2014

(In 000's) Exposure Sensitivity to 5% Fluctuation in

Foreign Exchange Values Currency Cash Securities Total Cash Securities Total Australian Dollar $– $4,018 $4,018 $– $201 $201 Great British Pound – 829 829 – 41 41 United States Dollar – 3,582 3,582 – 179 179 Total $– $8,429 $8,429 $– $421 $421 % of Net Assets – 28.25 28.25 – 1.41 1.41

December 31, 2013


Foreign Exchange Values Currency Cash Securities Total Cash Securities Total Australian Dollar $ – $982 $982 $– $49 $49 Great British Pound – 563 563 – 28 28 United States Dollar – 274 274 – 14 14 Total $ – $1,819 $1,819 $ – $91 $91 % of Net Assets – 5.70 5.70 – 0.29 0.29

January 1, 2013


Foreign Exchange Values Currency Cash Securities Total Cash Securities Total Australian Dollar $75 $2,955 $3,030 $4 $148 $152 Great British Pound – 4,693 4,693 – 235 235 Total $75 $7,648 $7,723 $4 $383 $387 % of Net Assets 0.08 7.85 7.93 – 0.39 0.39

Other Price Risk Other price risk is the risk that the fair value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk) caused by factors specific to a security, its issuer or all factors affecting a market or a market segment. Exposure to other price risk is mainly in equities and commodities, if applicable. As at December 31, 2014, approximately $31,733,000 (December 31, 2013 – $38,829,000, January 1, 2013 – $98,095,000) of the Fund’s net assets were exposed to other price risk. If prices of these investments had decreased or increased by 5%, before considering changes to management and performance fees, net assets of the Fund would have decreased or increased, respectively, by approximately $1,587,000 (December 31, 2013 – $1,941,000, January 1, 2013 – $4,905,000).

Concentration Risk Concentration risk arises as a result of the concentration of exposures within the same category, whether it is geographical location, product type, or industry sector. The following is a summary of the Fund’s concentration risk.

As a Percentage of Net Assets (%) December 31,

2014 December 31,

2013 January 1,

2013 EQUITIES AND WARRANTS 106.4 121.7 100.7 Australia 13.5 3.1 3.0 Canada 78.1 115.9 92.9 United States of America 12.0 0.9 - United Kingdom 2.8 1.8 4.8


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11. Fair Value Hierarchy The Fund classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 financial instruments include actively listed equities and other publicly quoted investments. The Manager does not adjust the quoted price for these instruments. Level 2 – Inputs to the valuation methodology include inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument, including quoted prices for similar assets and liabilities in active markets. Level 2 financial instruments include those that trade in markets that are not considered to be active but are valued based on quoted market prices or dealer quotations supported by observable inputs. These include investment-grade corporate bonds, warrants not listed on an active market, and certain listed equities that are subject to sale restrictions, whose valuations may be adjusted to reflect illiquidity. Level 3 – Inputs to the valuation methodology are based on unobservable market data. Level 3 financial instruments are those that have at least one significant unobservable input, as they are not based on quoted market prices. Level 3 instruments include private equity and private debt securities. As observable prices are not available for these securities, the Manager has used valuation techniques to derive fair value. Level 3 valuations are reviewed on a quarterly basis by the Fund’s valuation committee, which evaluates the model inputs as well as the valuation results prior to making any fair valuation determinations regarding the Fund’s Level 3 financial instruments.

The following table summarizes the fair value hierarchy of the Fund’s financial instruments as at December 31, 2014, December 31, 2013 and January 1, 2013.

December 31, 2014 (In 000's) Level 1 Level 2 Level 3 Total Equities $27,867 $2,043 $518 $30,428 Warrants 105 1,200 - 1,305 Total Financial Instruments $27,972 $3,243 $518 $31,733 December 31, 2013 (In 000's) Level 1 Level 2 Level 3 Total Equities $34,177 $2,581 $1,462 $38,220 Warrants 3 606 - 609 Total Financial Instruments $34,180 $3,187 $1,462 $38,829 January 1, 2013 (In 000's) Level 1 Level 2 Level 3 Total Equities $84,361 $4,468 $5,949 $94,778 Warrants 245 3,072 - 3,317 Total Financial Instruments $84,606 $7,540 $5,949 $98,095

Transfers Between Levels The Fund recognizes transfers into and out of the fair value hierarchy levels as of the year end date for financial reporting purposes. During the year ended December 31, 2014, equity investments of approximately $2.6 million (December 31, 2013 – $0.3 million) were transferred from Level 2 to Level 1. This reflects the removal of a liquidity discount previously applied to the price of restricted securities that have since become freely trading.


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Reconciliation of Level 3 Financial Instruments The following table presents the movement in the Fund’s Level 3 financial instruments for the years ended December 31, 2014 and December 31, 2013.

December 31, 2014 (In 000's) Equities Other Total Beginning of year $1,462 $- $1,462 Sales (850) - (850) Transfers out of Level 3 (54) - (54) Net realized losses (150) - (150) Change in unrealized appreciation* 110 - 110 End of year $518 $- $518

December 31, 2013 (In 000's) Equities Other Total Beginning of year $5,949 $- $5,949 Purchases 500 - 500 Sales (206) - (206) Transfers out of Level 3 (1,217) - (1,217) Net realized losses (580) - (580) Change in unrealized depreciation* (2,984) - (2,984) End of year $1,462 $- $1,462

* Change in unrealized appreciation (depreciation) for recurring Level 3 financial instruments held as at December 31, 2014 and December 31, 2013 was approximately ($396,000) and ($2,168,000), respectively.

The net realized losses in the table above are reflected in the Statements of Comprehensive Income (Loss) in “Net realized loss on sale of investments”. The change in unrealized appreciation (depreciation) relates to those financial instruments held by the Fund as at December 31, 2014 and December 31, 2013, and are reflected in the Statements of Comprehensive Income (Loss) in “Change in unrealized appreciation (depreciation) in value of investments”. During the year ended December 31, 2014, investments of approximately $54,000 were transferred from Level 3 to Level 1 (December 31, 2013 – $1,217,000) as these investments are now valued based on quoted market prices in active markets. Significant Unobservable Inputs in Measuring Fair Value The tables below sets out information about significant unobservable inputs used in measuring financial instruments categorized as Level 3 in the fair value hierarchy. The “Change in Valuation” column disclosed in the below tables reflect the direction an increase or decrease in the respective “Unobservable Input” variables would have on the valuation results. For example, increases in the price movement of peer-group, enterprise value per equivalent silver ounces, or trade details would each lead to an increase in the estimated value of that particular holding. However, an increase in the liquidity discount would lead to a decrease in estimated value.

December 31, 2014

Valuation Technique

Fair value at Dec. 31, 2014

(000’s) Unobservable Inputs Weighted

average input

Possible shift +/- (absolute

value/%) Change in Valuation

+/- (000’s) Resource based model $66 Liquidity discount 25% 5% $4


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December 31, 2013

Valuation Technique

Fair value at Dec. 31, 2013


average input



+/- (000’s) Cash per share with liquidity discount $418 Liquidity discount 15% 5% $25 Resource based model $283 Liquidity discount 15% 5% $16

January 1, 2013

Valuation Technique

Fair value at Jan. 1, 2013


average input



+/- (000’s) Resource based model $515 Liquidity discount 25% 5% $33 Cash per share with liquidity discount $418 Liquidity discount 15% 5% $25

“Resource based models” are financial models used to determine estimated enterprise values for a comparable peer group of publicly-listed companies as at any particular date as appropriate. The resulting value is further reduced by an appropriate discount to reflect illiquidity. While the selection of a peer group is subjective, the enterprise values of such peer group is based on publicly available information and therefore considered an observable input. “Cash per share with liquidity discount” refers to the practice of dividing a company’s cash balance by its shares outstanding, and further reducing the resulting value by an appropriate discount to reflect illiquidity. In addition to the above valuation techniques, the Manager also uses comparable price movements and private placement financings to determine the fair value of Level 3 instruments. “Comparable price movements” entails monitoring the share price movements of a comparable peer group of publicly-listed companies in order to ascertain general trends and ultimately apply those trends to the fair value of the related holding. The Manager assembles a peer group by selecting a basket of companies that share investment characteristics and risks with the holding being fair valued. In the absence of an appropriate peer group, a related market index is monitored. While the selection of a peer group or market index is subjective, the price movements of such peer group or index is publicly listed and therefore considered an observable input. As at December 31, 2014, the fair value of investments valued using the “Comparable price movements” technique was approximately $452,000 (December 31, 2013 – $761,000, January 1, 2013 – $820,000). “Private placement financings” are instances where a company raises capital through an offering of additional securities in the private markets. Pertinent details of such offering, including the terms of such offering, the issue price, and total capital raised are considered when assessing the reasonability that the issue price of such offering approximates fair value. In contrast to public offerings on a recognized exchange, private placement financings are not available to the general public. As at December 31, 2014, and December 31, 2013, no investments were valued using the “Private placement financings” technique. As at January 1, 2013 the fair value of investments valued using the “Private placement financings” technique was approximately $4,197,000.


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Financial Instruments by Category The following table presents the carrying amounts of the Fund’s financial instruments by category. All of the Fund’s financial liabilities were carried at amortized cost. December 31, 2014

Financial Assets (In 000’s) Designated

FVTPL HFT Loand and

Receivables

Total Investments, at fair value $30,427 $1,306 $- $31,733 Cash - - 1,740 1,740 Accrued interest, dividends and other - - 2 2 Total $30,427 $1,306 $1,742 $33,475 December 31, 2013

Financial Assets ( In 000’s) Designated

FVTPL HFT Loand and

Receivables

Total Investments, at fair value $38,220 $609 $- $38,829 Receivable for investment securities sold - - 38 38 Accrued interest, dividends and other - - 13 13 Total $38,220 $609 $51 $38,880 January 1, 2013

Financial Assets (In 000’s) Designated

FVTPL HFT Loand and

Receivables

Total Investments, at fair value $94,778 $3,317 $- $98,095 Cash - - 2,654 2,654 Receivable for investment securities sold - - 281 281 Accrued interest, dividends and other - - 1 1 Total $94,778 $3,317 $2,936 $101,031

The following table presents the net gain (loss) on financial instruments at FVTPL by category for the years ended December 31, 2014 and December 31, 2013.

Financial assets at FVTPL (In 000’s) December 31,

2014 December 31,

2013 Held-for-trading $697 $606 Designated FVTPL 1,099 (57,578) Total $1,796 ($56,972)

12. Distributions to Unitholders The Fund will make payable in each year its income for income tax purposes and its capital gains to ensure that the Fund

will not be liable for income tax under the Income Tax Act. In addition, and from time to time, the Fund may choose to make other distributions to holders of Trust Units.

a) 2013 Distribution

Pursuant to the DRIP announced on December 17, 2012, the Fund declared a distribution on December 16, 2013 of $0.80 per Trust Unit, paid on January 28, 2014 to unitholders of record on December 31, 2013. The DRIP provides eligible unitholders a means to purchase additional Trust Units from treasury by reinvesting cash distributions of the Fund into Trust Units at the closing market price of the Trust Units on the business day preceding the distribution date.

b) 2014 Cash Distribution

On December 17, 2014, the Fund declared a cash distribution of $0.40 per Trust Unit to be paid to holders of Trust Units on record as at December 31, 2014. This distribution was subsequently paid on January 28, 2015.

13. Leverage and Borrowing

The Fund will from time to time, enter into leverage and borrowing transactions, which cannot exceed 25% of the Fund’s Transactional NAV. Leverage and borrowing may be effected through one or more financing arrangements at the


27

discretion of the Manager and may include loan facilities with Canadian chartered banks, margin facilities with registered brokers, and short sale of highly liquid government bonds. There can be no assurance that the Fund will be able to close out a short position at an acceptable time or price. Until the Fund replaces a borrowed security, it will maintain an account with the broker containing cash and liquid securities such that the amount deposited as margin will at least equal the current market value of the security sold short. The Fund established credit facilities with a Canadian chartered bank (the “Bank”) up to an amount not exceeding $7,000,000 and provided the Bank with a security interest in all of the assets of the Fund. The credit facility expired on October 1, 2013, and was not renewed. During the comparative year ended December 31, 2013, the Fund’s highest and lowest bank borrowing balances were $7,000,000 and $nil, respectively. The average annual interest rate on the outstanding balances during the comparative year ended December 31, 2013 was 4.0%, resulting in interest expense of approximately $96,000.

14. Transition to IFRS The effect of the Fund’s transition to IFRS is summarized as follows:

Transition Elections The only voluntary exemption adopted by the Fund upon transition was the ability to designate a financial asset or financial liability at FVTPL upon transition to IFRS. All financial assets designated at FVTPL upon transition were previously carried at fair value under Canadian GAAP as required by Accounting Guideline 18, Investment Companies. Revaluation of Investments at FVTPL Under Canadian GAAP, the Fund measured the fair values of its investments in accordance with Section 3855, Financial Instruments - Recognition and Measurement, which required the use of bid prices for long positions and ask prices for short positions, to the extent such prices were available. Under IFRS, the Fund measures the fair values of its investments using the guidance in IFRS 13 - Fair Value Measurement (“IFRS 13”), which requires that if an asset or a liability has a bid price and an ask price, then its fair value is to be based on a price within the bid-ask spread that is most representative of fair value. It also allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical expedient for fair value measurements within a bid-ask spread. The table below reflects the adjustments made to comparative data upon adoption of IFRS. Reconciliation of equity and comprehensive income as previously reported under Canadian GAAP to IFRS

Equity (in 000's) December 31, 2013 January 1, 2013 Equity as reported under Canadian GAAP $31,053 $95,805 Revaluation of investments at FVTPL 850 1,568 Net assets representing unitholders’ equity $31,903 $97,373 Year ended Comprehensive loss (in 000's) December 31, 2013 Comprehensive loss as reported under Canadian GAAP ($58,056) Revaluation of investments at FVTPL (718) Decrease in net assets from operations ($58,774)

Independent Auditor’s Report To the Trustee and Unitholders of Goodman Gold Trust (the Fund) We have audited the accompanying financial statements of the Fund, which comprise the statements of financial position as at December 31, 2014, December 31, 2013 and January 1, 2013 and the statements of comprehensive income (loss), changes in net assets representing unitholders’ equity and cash flows for the years ended December 31, 2014 and 2013, and the related notes, which comprise a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform an audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as at December 31, 2014, December 31, 2013, and January 1, 2013 and its financial performance and its cash flows for the years ended December 31, 2014 and 2013 in accordance with International Financial Reporting Standards.

Chartered Professional Accountants, Licensed Public Accountants Toronto, Ontario March 26, 2015

GOODMAN GOLD TRUST

T R A N S F E R A G E N T A N D R E G I S T R A R

Computershare Trust Company of Canada

100 Univers ity AveNorth Tower, 9th Floor

Toronto, Ontario M5J 2Y1

800.564.6253

GOODMAN & COMPANY, INVESTMENT COUNSEL INC.

1 Adelaide Street East, Suite 2100 Toronto, Ontario M5C 2V9

Customer Service

866.694.5672

www.goodmanandcompany.com

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GTAN

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Documents

GOODMAN GOLD TRUST - Dundee Corpproducts.dundeecorp.com/~/media/DGC/GoodmanAndCompany/File… · On December 17, 2014, the Fund declared a cash distribution of $0.40 per Trust Unit