Dundee Precious Metals Announces Filing of Management Information Circular for Acquisition of Adriatic Metals & Name Change
Dundee Precious Metals Announces Filing of Management Information
Circular for Acquisition of Adriatic Metals & Name Change
(Unless otherwise noted, all dollar amounts in this release are expressed in U.S dollars.)
Toronto, Ontario, July 23, 2025 – Dundee Precious Metals Inc. (TSX: DPM) (“DPM”) is pleased to announce
that it has filed its management information circular and related voting materials (collectively, the “Meeting
Materials”) in connection with a special meeting of shareholders (“DPM Shareholders”) to be held on August 13,
2025 (the “Meeting”). The purpose of the Meeting is to approve the issuance of DPM common shares in connection
with the acquisition by DPM of Adriatic Metals plc (“Adriatic”), as previously announced on June 13, 2025 (the
“Transaction”), as well as to approve a change of DPM’s name from “Dundee Precious Metals Inc.” to “DPM Metals
Inc.” (the “Name Change”).
“The high-quality Vareš operation is an excellent fit with our operating expertise and financial strength to develop a
growth pipeline of high-margin assets. Creating a premier mining business with peer-leading growth offers a clear
and compelling value proposition for all of our shareholders,” said David Rae, President and Chief Executive Officer.
“Building on momentum from this combination, we are excited to announce the proposed name change to DPM
Metals Inc. This is an opportunity to differentiate our precious metals business amongst the global capital markets
that have already begun to recognize our exceptional growth pipeline, strong balance sheet, capital returns and
operational track record.”
DPM Shareholders should receive the Meeting Materials by mail shortly. The Meeting Materials can also be
accessed on DPM’s website at www.dundeeprecious.com, or on DPM’s SEDAR+ profile at www.sedarplus.ca.
Your vote is important. DPM encourages DPM Shareholders to read the Meeting Materials in detail. To ensure that
your DPM shares will be represented at the Meeting, DPM Shareholders should carefully follow the voting
instructions provided in the Meeting Materials. The deadline for the receipt of proxies is 10:00 a.m. (Toronto time)
on August 11, 2025.
The acquisition of Adriatic and its Vareš operation in Bosnia and Herzegovina, a producing silver -lead-zinc-gold
underground mine, will enhance DPM’s existing high -margin asset portfolio with peer -leading production growth
and a high-quality development and exploration pipeline.
Board of Directors’ Recommendation
The board of directors of DPM (the “DPM Board”) has been advised by BMO Capital Markets as to the financial
terms of the Transaction and considers the Transaction to be in the best interest of DPM and fair to DPM from a
financial point of view. The DPM Board recommends that DPM Shareholders vote FOR the resolution of the DPM
Dundee Precious Metals Announces Meeting Materials Filing for Adriatic Acquisition & Name Change | 2
Shareholders to approve the issuance of DPM common s hares in the Transaction at the Meeting (the “Share
Issuance Resolution”).
The approval of the Name Change is not required for the Transaction to be implemented. However, the DPM Board
recommends that DPM Shareholders vote FOR the resolution of the DPM Shareholders to approve the Name
Change at the Meeting, to better promote DPM’s corporate identity in light of its business following completion of
the Transaction.
Reasons and Benefits
In reaching its conclusions and formulating its recommendation, the DPM Board consulted with representatives of
DPM’s management team and its legal and financial advisors. The DPM Board also reviewed technical, financial
and operational information relating to Adriatic and DPM and considered a number of factors and reasons, including
those listed below. The following is a summary of the principal reasons for the determination of the DPM Board that
the Transaction is in the best interests of DPM and fair to DPM from a financial point of view, for its reaffirmation of
its initial recommendation, and for its continued recommendation that DPM Shareholders vote FOR the Share
Issuance Resolution.
• Improved financial strength: The DPM Board anticipates that the Transaction will result in value creation from
corporate and other operational synergies and enhanced financial flexibility to support the growth initiatives of
DPM following completion of the Transaction (as so constituted, the “Combined Company”). Specifically, DPM’s
strong balance sheet and cash flow is expected to fund remaining ramp-up requirements at Vareš, construction
capex for an additional operating mine and accelerate exploration across its expanded portfolio, t hereby
resulting in meaningful value creation for the Combined Company and avoiding dilution associated with large
third-party financings.
• Optimized capital allocation and investment: The Combined Company is expected to have a strong balance
sheet, with significant free cash flow generation and exposure to mineral projects with strong economics across
Bulgaria, Serbia, Ecuador and Bosnia and Herzegovina, which the DPM Board believes wi ll enable the
Combined Company to optimize capital allocation, enhance its market valuation and investment across its
portfolio of mining assets. The DPM Board also believes that the strength of the Combined Company (expected
to be evidenced by significant management expertise, free cash flow, a strong balance sheet and borrowing
base potential) will provide an excellent platform for future investment and consolidation within the regions in
which the Combined Company will operate.
• De-Risking mine development: The completion of the Transaction is expected to enhance DPM ’s ability to
successfully develop a mine and launch operations at DPM’s Čoka Rakita Project in Serbia, effectively de -
risking the Čoka Rakita Project. By integrating Adriatic ’s experienced mining personnel into the Combined
Company’s operations, DPM is expected to demonstrate its ability to navigate the complexities of mine
development and mitigate associated risks.
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• Strong and proven management team: The Combined Company will benefit from the skill and expertise of
DPM’s current management team, who possess extensive experience in mine development, operations,
finance, exploration and rightsholder and stakeholder engagement, all of which would accelerate the successful
development of Adriatic’s mineral projects.
• Enhanced capital markets profile: The Transaction is expected to result in increased scale and liquidity with
enhanced market relevance and financial flexibility and a lower cost of capital, with wider investor appeal and
analyst coverage due to an even larger market capitalization, which could provide an opportunity for a re-rating
of the common shares of DPM following completion of the Transaction.
In making its determinations and recommendations, the DPM Board observed that a number of procedural
safeguards are in place and present to permit the DPM Board to protect the interests of DPM, the DPM Shareholders
and other DPM stakeholders. These procedural safeguards include, among others:
• Ability to pursue alternate transactions: DPM is not restricted from engaging in discussions or negotiations
with third parties regarding potential alternative transactions involving DPM, which affords the DPM Board
latitude to duly discharge its fiduciary duties under applicable laws and pursue viable, value -enhancing
transactions in the best interests of DPM.
• Reasonable termination fee payment: The amount of the termination payment, being $15,000,000 or
$37,500,000, payable to Adriatic under certain specified circumstances, is reasonable in the circumstances of
the Transaction.
• DPM shareholder approval: The Share Issuance Resolution must be approved, with or without variation, by
the affirmative vote of at least a simple majority of the votes cast by DPM Shareholders present (in person or
virtually) or represented by proxy and entitled to vote at the Meeting.
The DPM Board also considered a variety of risks and other potentially negative factors relating to the Transaction.
The DPM Board believes that, overall, the anticipated benefits of the Transaction to DPM outweigh these risks and
negative factors.
DPM Shareholders are encouraged to read the management information circular included in the Meeting Materials
for more information regarding the reasons and benefits of the Transaction, risk factors with respect to the
Transaction, and the Transaction generally.
Shareholder Questions and Assistance
If you have any questions or require assistance voting your shares, please contact our proxy solicitation agent,
Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or call collect outside North America at +1
416 304-0211, or by e-mail at [email protected].
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About Dundee Precious Metals Inc.
Dundee Precious Metals Inc. is a Canadian-based international gold mining company with operations and projects
located in Bulgaria, Serbia and Ecuador. Our strategic objective is to become a mid-tier precious metals company,
which is based on sustainable, responsible and efficient gold production from our portfolio, the development of
quality assets, and maintaining a strong financial position to support growth in mineral reserves and production
through disciplined strategic transactions. This strategy creates a platform for rob ust growth to deliver above -
average returns for DPM Shareholders. DPM’s shares are traded on the Toronto Stock Exchange (symbol: DPM).
For further information please contact:
Jennifer Cameron
Director, Investor Relations
Tel: (416) 219-6177
Cautionary Note Regarding Forward Looking Information
This news release (including information incorporated by reference into this news release) contains statements
which are, or may be deemed to be, “forward-looking statements” within the meaning of applicable securities laws.
Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current
expectations and projections of the management of DPM and Adriatic (as applicable) about future events, and are
therefore subject to risks and uncertainties which could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this news release include statements with respect to the expected
benefits of the Transaction to DPM, the anticipated date and timing for the Meeting, the reasons for, and anticipated
benefits of, the Transaction, and the ability of the Combined Company to successfully integrate Adriatic into its
portfolio of assets, the future plans, business prospects and performance, growth potential, financial strength,
revenues, working capital, costs, cash flow, capital expe nditures, investment valuations, income, margins, access
to capital, and overall strategy of the Combined Company following completion of the Transaction, the capital
markets profile of the Combined Company, statements made in, and based upon, the fairness opinion, and other
statements other than historical facts. Often, but not always, forward -looking statements can be identified by the
fact that they do not relate only to historical or current facts and may use forward -looking words, phrases and
expressions such as “anticipate”, “target”, “expect”, “believe”, “intend”, “foresee”, “predict”, “project”, “estimate”,
“forecast”, “intend”, “plan”, “budget”, “scheduled”, “goal”, “believe”, “hope”, “aims”, “continue”, “likely”, “will”, “may”,
“might”, “should”, “would”, “could”, “seek”, “plan”, “scheduled”, “possible”, “continue”, “potential”, “outlook”, “target”
or other similar words, phrases, and expressions; provided that the absence thereof does not mean that a statement
is not forward-looking. Similarly, statements that describe objectives, plans or goals are or may be forward -looking
statements. These statements are based on assumptions and assessments made by DPM in light of its experience
and perception of historical trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve known and unknown risk and uncertainty and other
factors which may caus e actual results, performance, actions, achievements or developments to differ m aterially
Dundee Precious Metals Announces Meeting Materials Filing for Adriatic Acquisition & Name Change | 5
from those expressed in or implied by such forward-looking statements, because they relate to events and depend
on circumstances that will occur in the future. Although DPM believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have
been correct and readers are therefore cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this news release.
There are a number of factors which could cause actual results, performance, actions, achievements or
developments to differ materially from those expressed or implied in forward -looking statements. Such factors
include, but are not limited to: the ability to proceed with or complete the Transaction; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other conditions to the Transaction on the proposed
terms; changes in the global, political, economic, social, business and competitive environments and in market and
regulatory forces; changes in future inflation, deflation, exchange and interest rates; changes in tax and national
insurance rates; future business combinations, capital expenditures, acquisitions or dispo sitions; changes in
general and economic business conditions; changes in the behaviour of other market participants; the anticipated
benefits of the Transaction not being realised as a result of changes in general economic and market conditions in
the countries in which DPM and Adriatic operate; changes in or enforcement of national and local government
legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices,
expropriation or nationalisation of property and political or economic developments in Bosnia, Serbia, Bulgaria and
Ecuador and other jurisdictions in which DPM and Adriatic carry on business or may carry on business in the future;
fluctuations in the spot and forward price of gold, copper, silver and other metals or certain other commodities (such
as diesel fuel, natural gas and electricity); the results of exploration activities and feasibility studies; the speculative
nature of mineral exploitation and development; risks that exploration data may be incomplete and considerable
additional work may be required to complete future evaluation, including but not limited to drilling, engineering and
socioeconomic studies and investment; future prices of gold and other metals; possible variations of o re grade or
recovery rates; accidents, labour disputes and other risks of the mining industry; discovery of archaeological ruins;
risk of loss due to acts of war, terrorism, sabotage and civil disturbances operating or technical difficulties in
connection with mining or development activities, including geotechnical challenges and disruptions in the
maintenance or provision of required infrastructure and information technology systems; outcome of pending or
future litigation proceedings; the failure to main tain effective internal control over financial reporting or effective
disclosure controls and procedures, the inability to remediate one or more material weaknesses, or the discovery
of additional material weaknesses, in the internal control over financial reporting; other business and operational
risks and challenges; failure to comply with environmental and health and safety laws and regulations; timing of
receipt of, or failure to comply with, necessary notices, concessions, permits and approvals; weak, volatile or illiquid
capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which
DPM and Adriatic operate; any public health crises, pandemics or epidemics and repercussions thereof; changes
to the board of directors of DPM and/or Adriatic and/ or the composition of their respective workforces; safety and
technology risks; exposures to terrorist activity, information technology system failures, cyber -crime, fraud and
pension scheme liabilities; risks relating to environmental matters such as climate change including DPM and/or
Adriatic’s ability along with applicable governmental bodies and/or other stakeholders to measure, manage and
mitigate the impacts of climate change effectively; changes to law and/or the policies and practices of regu latory
Dundee Precious Metals Announces Meeting Materials Filing for Adriatic Acquisition & Name Change | 6
and governmental bodies; Russia’s invasion of Ukraine, conflicts in the Middle East, and any cost of living crisis or
recession. Specific reference is made to the most recent Annual Information Form and other disclosure documents
filed by DPM at www.sedarplus.ca for additional information on some of the factors and risks that may affect DPM’s
ability to achieve the expectations set forth in the forward-looking statements contained in this news release. Other
unknown or unpredictable factors could cause actual results, performance, actions, achievements or developments
to differ materially from those expected, estimated or projected in the forward -looking statements. If any one or
more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual
results, performance, actions, achievements or developments may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in the light of such factors.
DPM, nor any of its respective associates, directors, officers or advisers, provides any representation, assurance
or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this news
release will actually occur.
DPM does not assume any obligation to update or correct the information contained in this news release (whether
as a result of new information, future events or otherwise), except as required by applicable law. All subsequent
written or oral forward-looking statements attributable to DPM or any person acting on their behalf are qualified by
the cautionary statements herein.