Dundee Precious Metals Creates Leading Technology Provider Through the Combination of Its Terrative Digital Solutions Division with Minerp
DUNDEE PRECIOUS METALS CREATES LEADING TECHNOLOGY PROVIDER THROUGH THE
COMBINATION OF ITS TERRATIVE DIGITAL SOLUTIONS DIVISION WITH MINERP
Toronto, July 31, 2017 – Dundee Precious Metals Inc. (TSX: DPM) (“DPM” or the “Company” ) is
pleased to announce that it has entered into a definitive agreement (the “Agreement”) with MineRP
Holdings Proprietary Limited (“MineRP”) , a provider of integrated min ing technical solutions, whereby
DPM will combine its proprietary wireless underground communications technology , managed within
DPM’s Terrative Digital Solutions division (“Terrative”), with MineRP, and acquire a majority interest in
MineRP. The combination will create a leading technology provider well positioned to further capture
the rapidly growing demand in the mining industry for digital innovation.
MineRP, a private company founded in 199 7 and headquartered in South Africa, is an independent
software vendor (“ISV”) for the mining industry. Its unique platform improves productivity in planning and
operations by integrating various technical and financial applications in the industry. Since 2011, DPM
has also established itself as a leader in digital innovation across its asset base, particularly at
Chelopech where it developed wireless underground communications technology which is held within
Terrative.
Strategic Highlights
Facilitates faster deployment of Terrative technology to support its full growth and value
potential outside of DPM;
Combines leading edge complementary technologies that can be sold to existing and future
clients in the mining sector as well as other industries;
Further establishes DPM at forefront of digital innovation by unlocking the full potential for further
operational benefits at its existing sites;
Positions DPM to remain focused on its core mining operations with MineRP management
remaining as arms length management of the combined company; and
Provides a unique opportunity for DPM shareholders to participate in the growth in value of this
exciting company.
“MineRP provides a powerful solution that integrates the technical and financial software applications
within the mining industry,” said Rick Howes President and CEO of DPM . “Over the last several years
we have also seen increasing demand for Terrative’s digital technology as the industry embraces digital
innovation. We are excited by the strength of the combined company and the opportunity to significantly
grow this business outside of DPM”.
Transaction Overview
Under the terms of the Agreement, DPM will transfer Terrative into a new Canadian subsidiary of DPM
(“Newco”) and provide initial funding of US$20 million, the proceeds of which will be used to acquire an
initial 78% interest in the common shares of Newco, repay existing MineRP indebtedness, and provide
MineRP with working capital. DPM has also agreed to provide Newco or its subsidiaries with up to US$5
million of additional financing, if required , to support its working capital and growth initiatives . The
balance of the common shares in Newco will be held by an entity owned by MineRP management and
employees. Newco will in turn own 100% of MineRP and Terrative.
In addition, up to 10% of the fully -diluted common shares of Newco will be reserved for incentive
compensation arrangements, with up to half being allocated to certain officers of DPM who will serve as
directors/officers of Newco and half being reserved for issuance to MineRP employees. As a result,
assuming the issuance of all common shares reserved under the foregoing incentive arrangements,
DPM will hold a 70% fully-diluted interest in the common shares of Newco.
Following the transaction, DPM’s financial position will remain strong with amp le cash resources,
including approximately US$250 million under its committed revolving credit facility, to support
completing the construction of the Krumovgrad Gold Project, which remains on track for first production
in the fourth quarter of 2018.
The transaction is subject to the satisfaction of customary conditions for a transaction of this nature,
including obtaining all regulatory approvals and any applicable South African Currency and Exchanges
Act and Competition Act approvals. In addition, the parties will enter into an agreed upon shareholder’s
agreement governing the rights and obligations of the shareholders of Newco following completion of
the transaction. Closing of the transaction shall occur on the earlier of September 29 and the date which
is 10 days following the satisfaction of all conditions to closing, unless otherwise agreed by the parties.
The Company will hold a conference call o n Monday, July 31, 2017 at 9:00 a.m. (E.S.T.) to further
discuss the transaction. To participate in the conference call, use the following dial -in numbers or join
the webcast using the link below:
North American Toll Free: 1-844-402-0878
International Dial-In Number: 1-478-219-0512
Webcast URL: http://edge.media-server.com/m/p/9wiic6cd
About MineRP
Established in 1997 as a division of Anglo American Gold in South Africa, MineRP is a privately held
ISV to the global mining industry that connects the science of m ining with the business of mining. It
improves productivity in planning and operations by amalgamating spatial mine technical information to
support technical integration and cross -discipline collaboration. MineRP’s spatial big data platform
provides seamless integration with commercial enterprise resource planning (“ ERP”) solutions and
provides the information base required for advanced analytics and optimization.
MineRP’s client base include s many major global mining companies . During the financial year ended
June 30, 2016, MineRP generated revenue of ZAR 158 million (approximately US$11 million) and in the
financial year ended 2017 estimates revenue of ZAR 182 million (approximately US$14 million).
About Terrative Digital Solutions
Established in 2016, Terrative is a division of DPM which owns and sells proven, proprietary
underground technology solutions to customers within the mining sector.
About Dundee Precious Metals
Dundee Precious Metals Inc. is a Canadian based, international gold mining company engaged in the
acquisition of mineral properties, exploration, development, mining and processing of precious metals.
The Company's operating assets include the Chelopech op eration, which produces a copper
concentrate containing gold and silver and a pyrite concentrate containing gold, located east of Sofia,
Bulgaria; and the Tsumeb smelter, a complex copper concentrate processing facility located in Namibia.
DPM also holds interests in a number of developing gold and exploration properties located in Bulgaria,
Serbia, Armenia and Canada, including the Krumovgrad gold project, which started construction in the
fourth quarter of 2016 and is expected to commence production in th e fourth quarter of 2018, and its
10.5% interest in Sabina Gold & Silver Corp.
FORWARD-LOOKING STATEMENTS
This news release may contain certain information that constitutes forward-looking statements. Forward-
looking statements are frequently characteri zed by words such as "plan," "expect," "project," "intend,"
"believe," "anticipate" and other similar words, or statements that certain events or conditions "may" or
"will" occur. Forward -looking statements are based on the opinions and estimates of manage ment at
the date the statements are made, and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from those projected in the forward -
looking statements. These factors include , without limitation, uncertainties with respect to obtaining
required South African regulatory approvals, the inherent risks involved in successfully integrating
MineRP’s business with Terrative and DPM’s overall business, the uncertainties with respect to realizing
the projected synergies with MineRP, risks relating to operating a business reliant on the ownership and
protection of key intellectual property, risks of unavailability of human capital and financial resources to
grow the business, increased exposure to business risks related to cyber security and other factors
described above and in the Company's most recent annual information form under the heading "Risk
Factors" which has been file d electronically by means of the Canadian Securities Administrators'
website located at www.sedar.com. The Company disclaims any obligation to update or revise any
forward-looking statements if circumstances or managem ent's estimates or opinions should change.
The reader is cautioned not to place undue reliance on forward-looking statements.
For more information, please contact:
Dundee Precious Metals Inc.
Janet Reid
Manager, Investor Relations
(416) 365-2549