IN Part IN, into OR from Any Jurisdiction Where to Do so Would Constitute a Violation of the Relevant Laws OR Regulations of That Jurisdiction. This is an Announcement Falling Under Rule 2.4 of the United Kingdom City Code ON
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE UNITED KINGDOM CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY SUCH
OFFER WILL BE MADE.
For immediate release
Statement Regarding Response to Press Speculation
Toronto, Ontario, May 20, 2025 – Dundee Precious Metals Inc. (TSX:DPM) (“DPM” or the “Company”)
notes the recent announcement by Adriatic Metals plc (“Adriatic”) and confirms that DPM is in discussions
regarding a possible offer for the entire issued and to be issued share capital of Adriatic.
There can be no certainty that any offer will be made, nor as to the terms on which any offer might be made.
This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code nor
does it impose any obligations on DPM to make an offer.
Rule 2.6(a) of the Code requires that DPM, by no later than 5.00 p.m. (London time) on 17 June 2025,
being the 28th day following the date of this announcement, to either announce a firm intention to make an
offer for Adriatic in accordance with Rule 2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c)
of the Code
Enquiries:
Dundee Precious Metals Inc.
Jennifer Cameron +1 416 219 6177
BMO Capital Markets (Financial Adviser to DPM) +44 20 7236 1010
Gary Mattan
Thomas Rider
Nick Macann
Tavistock (Financial PR to DPM) +44 207 920 3150
Gareth Tredway
Tara Vivian-Neale
Statement Regarding Response to Press Speculation | 2
About Dundee Precious Metals
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 crea tes a platform for
robust growth to deliver above -average returns for our shareholders . DPM’s shares are traded on the
Toronto Stock Exchange (symbol: DPM).
Further information
BMO Capital Markets Limited (“BMO”), which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for DPM and no one else in connection with the
matters set out in this announcement and will not regard any other person as its client in relation to t he
matters in this announcement and will not be responsible to anyone other than DPM for providing the
protections afforded to clients of BMO nor for providing advice in relation to any matter referred to in this
announcement. Neither BMO nor any of its af filiates owes or accepts any duty, liability, or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person
who is not a client of BMO in connection with this announcement, any statement c ontained herein or
otherwise.
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer
to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any
vote in any jurisdiction.
The release, publication, or distribution of this announcement in jurisdictions outside the United Kingdom
may be restricted by law and therefore persons into whose possession this announcement comes should
inform themselves about and observe such restrict ions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced tha t its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer period and, if later, following
the announcement in which any securities exchange offeror is first identified. An Opening P osition
Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30
pm (London time) on the 10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement
in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant secur ities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s
interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that these details have previously
Statement Regarding Response to Press Speculation | 3
been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made
by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal,
to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s
website at www.thetakeoverpanel.org.uk, including det ails of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first identified. You should contact the Panel’s
Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, DPM confirms that as at the close of business on 19 May 2025
its issued share capital consisted of 168,704,643 common shares (excluding shares held in treasury)
holding one for one voting rights as admitted and listed on Toronto Stock Exchange. The International
Securities Identification Number for DPM’s ordinary shares is CA2652692096.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain
restrictions relating to persons in restricted jurisdictions) at www.dundeeprecious.com promptly and in any
event by no later than 12 noon on the business day following this announcement. The content of this website
is not incorporated into and does not form part of this announcement.
Forward-Looking Statements
Some of the statements in this document are forward -looking. Forward -looking statements include
statements regarding the intent, belief and current expectations of the DPM or its officers with respect to
various matters, including with respect to any potential offer and the matters related thereto. When used in
this document, the words "expects", "believes", "anticipates", "plans", "may", "will", "should" and similar
expressions, and the negatives thereof, are intended to identify forward -looking statements . Such
statements are not promises or guarantees, and are subject to risks and uncertainties that could cause
actual outcomes to differ materially from those suggested by any such statements, including, without
limitation, the risks and uncertainties discl osed by DPM in its latest annual information form and other
disclosure documents that can be found under its profile at www.sedarplus.ca.