REG - Dundee Precious Met. Adriatic Metals - RECOMMENDED SHARE & CASH OFFER FOR ADRIATIC METALS
13/06/2025 07:30
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RNS Number : 7540M Dundee Precious Metals Inc. 13 June 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
13 June 2025
RECOMMENDED SHARE AND CASH OFFER
FOR
ADRIATIC METALS PLC
BY
DUNDEE PRECIOUS METALS INC.
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
SUMMARY
The Boards of Dundee Precious Metals Inc. ("DPM") and Adriatic Metals Plc
("Adriatic") are pleased to announce that they have agreed the terms of a
recommended acquisition of the entire issued and to be issued ordinary share
capital of Adriatic (the "Transaction").
Key Terms
Under the terms of the Transaction, Adriatic Shareholders will be entitled to
receive, for each Adriatic Share:
0.1590 New DPM Share; and
93 pence in cash
The terms of the Transaction value:
· each Adriatic Share at 268 pence, based
on a GBP:CAD$ exchange rate of 1.850 on 11 June 2025;
· each Adriatic CDI at AUD $5.56, based on
a AUD:CAD$ exchange rate of 0.891 and a GBP:AUD exchange rate of 2.077 on 11
June 2025; and
· the entire issued share capital of
Adriatic at approximately US$1.251 billion, based on USD:GBP exchange rate of
0.739 on 11 June 2025,
in all cases, based on the Closing Price of CAD$20.33 per DPM Share on 11 June
2025.
The terms of the Transaction represent a premium of approximately:
· 50.5 per cent. to the Closing Price on
the LSE of 178 pence per Adriatic Share on 19 May 2025 (being the last
Business Day in London, England prior to the commencement of the Offer
Period); and
· 47.8 per cent. to the Closing Price on
the ASX of AUD $3.76 per Adriatic CDI on 20 May 2025 (being the last Business
Day in Sydney, Australia prior to the commencement of the Offer Period);
· 31.8 per cent. to the 30-day
volume-weighted average Adriatic share price on the LSE as of 19 May 2025,
based on the 30-day volume-weighted average share price of DPM on the Toronto
Stock Exchange ("TSX") as of 16 May 2025 (being the last Business Day in
Toronto, Canada prior to the commencement of the Offer Period); and
· 33.5 per cent. to the 30-day
volume-weighted average Adriatic CDI price on the ASX as of 20 May 2025 (being
the last Business Day in Sydney, Australia prior to the commencement of the
Offer Period in Sydney, Australia), based on the 30-day volume-weighted
average share price of DPM on the TSX on 16 May 2025 (being the last Business
Day in Toronto, Canada prior to the commencement of the Offer Period).
The Mix and Match Facility will also be made available to Adriatic
Shareholders in order to enable them to elect, subject to off-setting
elections, to vary the proportions in which they receive cash and New DPM
Shares. The aggregate amount of cash to be paid and New DPM Shares to be
issued under the terms of the Transaction will be £321 million and 54.9
million New DPM Shares, equating to 34.7 per cent cash and 65.3 per cent New
DPM Shares, and will not be varied as a result of the Mix and Match Facility.
Immediately following Completion, it is expected that DPM's enlarged issued
share capital will be owned approximately 75.3 per cent. by existing DPM
Shareholders and approximately 24.7 per cent. by former Adriatic Shareholders.
Holders of CHESS Depository Interests over Adriatic Shares ("Adriatic CDIs")
will participate in the Transaction on the same basis as holders of Adriatic
Shares. Accordingly, unless the context requires otherwise, references to
Adriatic Shares in this Announcement include Adriatic CDIs, references to
Adriatic Shareholders include Adriatic CDI Holders, references to Adriatic
Shareholders voting on the Transaction, the Scheme or related matters shall
include Adriatic CDI Holders procuring the same.
DPM has received irrevocable undertakings to vote in favour of the Scheme and
the Adriatic Resolutions from certain Adriatic Directors who are interested in
Adriatic Shares and Supporting non-director Shareholders, including Helikon
Investments Limited and L1 Capital Pty Ltd, who hold a total of 128,541,045
Adriatic Shares in aggregate, representing 37.23 per cent. of Adriatic's total
issued share capital on the Last Practicable Date.
Background to and reasons for the Transaction
The acquisition of Adriatic has compelling strategic merit and is fully
aligned with DPM's core competencies. DPM believes that the Transaction will
form a strong combined group with an enhanced operating and financial profile,
driven by an attractive production, mineral reserve and mineral resource base
and a compelling metal mix. The Transaction is consistent with DPM's approach
to shareholder returns, portfolio enhancements and leverages its complementary
capabilities and significant balance sheet strength.
DPM believes that it would be a well-suited operator of the Vareš Silver
Operation ("Vareš") given its financial strength and extensive experience and
track record in the Balkans, where it currently operates an underground mine
and an open pit mine. DPM has fostered strong partnerships with local
governments and communities in the Balkan region and has a demonstrated
history of working to create sustainable benefits for its stakeholders and
local communities.
Vareš is a new underground precious metals rich mining operation, with a
low-cost profile, long mine life and attractive exploration potential.
Furthermore, DPM's proven exploration team is excited about the additional
upside potential from further exploration activities at the extensive Vareš
land package and, notably, the highly prospective Rupice Mine.
Consistent with DPM's financial priorities of generating attractive returns
for shareholders, DPM expects the Transaction to be accretive, on a cash flow
per share basis, in the first year post-Completion, delivering attractive
returns for existing DPM and Adriatic shareholders, with additional upside
from achieving and maintaining commercial production levels at Vareš,
leveraging corporate infrastructure optimisation and supply efficiencies.
From DPM's perspective, the predominantly equity-based nature of the
Transaction consideration allows DPM to enhance its balance sheet strength
which, when combined with Adriatic, is expected to increase its ability to
fund growth and continue to return cash to shareholders through its current
capital allocation and dividends policy.
The Transaction is expected to offer the following additional benefits:
· Improved Financial Strength. DPM anticipates that
the Transaction will result in value creation from corporate and other
operational synergies and enhanced financial flexibility to support the
Combined Group's growth initiatives. 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, thereby resulting in meaningful value creation
for the Combined Group and avoiding dilution associated with large third-party
financings.
· Optimised Capital Allocation and Investment. The
Combined Group 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
DPM believes will enable the Combined Group to optimise capital allocation,
enhance its market valuation and investment across its portfolio of mining
assets. DPM also believes that the strength of the Combined Group (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 Group 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 its Čoka Rakita Project, effectively de-risking
the Čoka Rakita Project. By integrating Adriatic's experienced mining
personnel into the Combined Group's operations, DPM is expected to demonstrate
its ability to navigate the complexities of mine development and mitigate
associated risks.
· Continued Participation by Adriatic Shareholders.
Scheme Shareholders, through their ownership of New DPM Shares, will also
participate in the mineral projects of DPM along with the potential valuation
re-rating associated with a diversified operating portfolio, larger market
capitalisation and more liquid shares.
· Strong and Proven Management Team. The Combined
Group 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
capitalisation, which could provide an opportunity for a re-rating of the DPM
Shares following completion of the Transaction.
Comments on the Transaction
Commenting on this Announcement, David Rae, the CEO of DPM, said:
"Adding Adriatic's Vareš operation to our strong asset portfolio creates a
premier mining business with a peer-leading growth profile, high-quality
development and exploration pipeline and a robust platform to deliver
above-average returns.
The Vareš is a logical fit with our portfolio, and adds near-term production
growth and mine life, a highly prospective land package, and cash flow
diversification. We are well-positioned to leverage our expertise in
underground mining and our strong financial position to further optimize the
operation and realize Vareš full value potential, based on our analysis."
Commenting on this Announcement, Laura Tyler, the CEO of Adriatic, said:
"The Vareš Silver Operation remains on track to become a low cost precious
metal producer, underpinned by a long mine life, a high-grade deposit and
strong exploration potential. What makes Vareš so exciting is that it is at
beginning of its journey, with significant growth ahead. This transaction
brings together complementary strengths to create a dynamic and diversified
mining company with meaningful scale. The combined group will be well placed
to pursue additional value-additive opportunities. We see clear synergies
between the asset portfolios of DPM and Adriatic, supported by DPM's strong
financial capacity and proven operational expertise. Together these strengths
are expected to unlock further value for shareholders of both companies, in
both the near and longer term. Importantly, the creation of a diversified
mining company in the Balkan region will bring benefits not only to our
employees and shareholders, but also to local communities and broader regional
stakeholders. This Transaction presents a compelling opportunity to be part
of a transformative and long-term success story - one we fully endorse and
recommend to all our stakeholders."
Recommendation of the Adriatic Directors and Adriatic Directors' Irrevocable
Undertakings
The Adriatic Directors, who have been so advised by RBC Capital Markets as to
the financial terms of the Transaction, consider the terms of the Transaction
to be fair and reasonable. RBC Capital Markets is providing independent
financial advice to the Adriatic Directors for the purposes of Rule 3 of the
Takeover Code. In providing its advice, RBC Capital Markets has taken into
account the commercial assessments of the Adriatic Directors.
The Adriatic Directors intend unanimously to recommend that Scheme
Shareholders vote (and that Adriatic CDI Holders direct CDN to vote) in favour
of the Scheme at the Court Meeting and Adriatic Shareholders vote in favour of
the Adriatic Resolutions to be proposed at the Adriatic General Meeting (or in
the event that the Transaction is implemented by way of a Takeover Offer, to
accept or procure acceptance of such Takeover Offer), as certain Adriatic
Directors who are interested in Adriatic Shares have irrevocably undertaken to
do in respect of their own beneficial holdings of, in aggregate, 1,572,383
Adriatic Shares (including in respect of Adriatic Shares, the underlying
Adriatic CDIs), representing, in aggregate, approximately 0.46 per cent. of
Adriatic's issued share capital as at the close of business on the Last
Practicable Date.
Adriatic Shareholder Irrevocable Undertakings
In addition, DPM has received irrevocable undertakings from the Supporting
non-director Shareholders to vote in favour of the Scheme and the Adriatic
Resolutions in respect of a total of 126,968,662 Adriatic Shares (including
the underlying Adriatic CDIs) representing, in aggregate, 36.77 per cent. of
Adriatic's total issued share capital as at the Last Practicable Date.
Recommendation of the DPM Directors and DPM Directors' and Executive Officers'
Voting Support Agreements
The issuance of the New DPM Shares pursuant to the Transaction requires the
DPM Shareholder Resolution to be approved by a simple majority of the votes
cast by DPM Shareholders, represented in person or by proxy, at the DPM
Special Meeting.
The DPM Board has been advised by BMO 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 intends to
recommend that DPM Shareholders vote in favour of the DPM Shareholder
Resolution at the DPM Special Meeting. DPM Directors and Executive Officers
have irrevocably undertaken to vote in favour of the DPM Shareholder
Resolution at the DPM Special Meeting in respect of their own beneficial
holdings of, in aggregate, 313,016 DPM Shares, representing, in aggregate,
approximately 0.19 per cent. of DPM's issued share capital as at the close of
business on the Last Practicable Date.
Transaction Structure and Timing
It is intended that the Transaction will be effected by means of a
Court-sanctioned scheme of arrangement between Adriatic and the Scheme
Shareholders under Part 26 of the Companies Act, further details of which are
contained in the full text of this Announcement and full details of which will
be set out in the Scheme Document to be published by Adriatic in due course.
The purpose of the Scheme is to provide for DPM to become the owner of the
entire issued and to be issued share capital of Adriatic. In order to achieve
this, the Scheme Shares will be transferred to DPM under the Scheme, in
consideration for which Scheme Shareholders will receive the Consideration on
the basis set out in the paragraph entitled "Key Terms" above.
The Transaction will be subject to the Conditions and further terms set out in
0 (Conditions to and Certain Further Terms of the Transaction ) to this
Announcement (and to the full terms and conditions which will be set out in
the Scheme Document), including, among other things: (i) approval by the
requisite majority of Scheme Shareholders at the Court Meeting and the
requisite majority of the Adriatic Shareholders at the Adriatic General
Meeting; (ii) the Court sanctioning the Scheme; (iii) the DPM Shareholder
Resolution being approved by a simple majority of the votes cast by DPM
Shareholders represented in person or by proxy at the DPM Special Meeting;
(iv) receipt of the approval for the listing of the DPM Shares by the TSX to
be issued as part of the Consideration; (v) the receipt by DPM of an
unconditional approval of the Transaction by the Bosnian Competition Council
in accordance with the Bosnian Competition Act; and (vi) the Transaction
becoming Effective no later than the Long Stop Date.
It is expected that the Scheme Document, containing further information about
the Transaction and notices of the Court Meeting and Adriatic General Meeting,
together with the Forms of Proxy (for Adriatic Ordinary Shareholders), CDI
Voting Instruction Forms (for Adriatic CDI Holders) and forms of election in
respect of the Mix and Match Facility, will be mailed or emailed (as
applicable) to Adriatic Shareholders as soon as reasonably practicable.
The Scheme is expected to become Effective during the fourth quarter of 2025,
subject to the satisfaction (or, where applicable, waiver) of all relevant
Conditions and further terms set out in 0 (Conditions to and Certain Further
Terms of the Transaction ).
DPM reserves the right, subject to the terms of the Co-operation Agreement and
with the consent of the Panel, to implement the Transaction by way of a
Takeover Offer.
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and the Appendices.
The Transaction will be subject to the Conditions and further terms set out in
this Announcement, including 0 (Conditions to and Certain Further Terms of
the Transaction ) to this Announcement, and to the full terms and conditions
which will be set out in the Scheme Document. 0 (Sources of Information and
Bases of Calculation ) to this Announcement contains the bases of calculation
and sources of certain information contained in this Announcement. Details of
the irrevocable undertakings received by DPM in connection with the
Transaction are set out in 0 (Details of Irrevocable Undertakings ) to this
Announcement. Certain terms used in this Announcement are defined in
0 (Definitions ) to this Announcement.
Analyst and investor presentations
DPM and Adriatic will host two joint presentations for analysts and investors
today, 13 June 2025, the first will be held at 08:00 London time / 03:00
Eastern Standard Time and the second will be held at 13:00 London time /
08:00 Eastern Standard Time to discuss the Transaction. Analysts and
investors may join via webcast or conference call.
Conference call pre-registration:
https://register-conf.media-server.com/register/BI484d6b18e4024f0a8b5508603e9df785
(https://can01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fregister-conf.media-server.com%2Fregister%2FBI484d6b18e4024f0a8b5508603e9df785&data=05%7C02%7Cjcameron%40dundeeprecious.com%7Cd2535dc9bbb14a86c6ab08dda9a75737%7Cd62812199c2f44be847581bff1b589c0%7C1%7C0%7C638853258777327015%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=iEa3UfILpKj6FQhFzGAdFrEQNdLRtorJHYHwrPtABLk%3D&reserved=0)
Webcast link: https://edge.media-server.com/mmc/p/4efy67ux
(https://edge.media-server.com/mmc/p/4efy67ux)
Subject to certain restrictions, the slides used in the presentation will be
available to all interested parties at
https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/
(https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/) and
https://www.adriaticmetals.com/investors/offer/
(https://www.adriaticmetals.com/investors/offer/) .
Your attention is also drawn to the important information below and at the
back of this Announcement.
The person responsible for making this announcement on behalf of Adriatic is
Laura Tyler, CEO of Adriatic.
Enquiries
DPM
Dundee Precious Metals Inc +1 416 219 6177
David Rae and Jennifer Cameron
BMO (Financial Adviser to DPM) +44 (0) 207 236 1010
Gary Mattan, Thomas Rider and Nick Macann
Tavistock (Financial PR to DPM) +44 (0) 207 920 3150
Gareth Tredway and Tara Vivian-Neal
Adriatic
Adriatic Metals plc via Burson Buchanan
Laura Tyler and Michael Horner
RBC Capital Markets (Joint Financial Adviser and Corporate Broker) +44 (0) 20 7653 4000
Farid Dadashev, Mark Preston, James Agnew and Samuel Jackson
Macquarie Capital (Joint Financial Adviser) +44 (0) 20 3037 2000
Michael Clifton, Magnus Scaddan and Peter Cho
Stifel Nicolaus Europe Limited (Capital Markets Adviser) +44 (0) 20 7710 7600
Ashton Clanfield, Varun Talwar
Burson Buchanan +44 (0) 20 7466 5000
Bobby Morse and Christopher Jones adriatic@buchanan.uk.com
BMO is acting as financial adviser to DPM in connection with the Transaction.
RBC Capital Markets is acting as joint financial adviser to Adriatic in
connection with the Transaction. Macquarie Capital (Europe) Limited is acting
as joint financial adviser to Adriatic in connection with the Transaction.
Bryan Cave Leighton Paisner LLP is acting as UK legal adviser to DPM in
connection with the Transaction. Cassels Brock & Blackwell LLP is acting
as Canadian legal adviser to DPM in connection with the Transaction. Gilbert +
Tobin is acting as Australian legal adviser to DPM in connection with the
Transaction. Herbert Smith Freehills Kramer LLP is acting as UK and Australian
legal adviser to Adriatic in connection with the Transaction. Stikeman Elliott
LLP is acting as Canadian legal adviser to Adriatic in connection with the
Transaction.
Inside information
This Announcement contains inside information as stipulated under the Market
Abuse Regulation No. 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via an RNS, this inside information is now considered to be in
the public domain.
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer or invitation, or the
solicitation of any offer or invitation, to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities of DPM or Adriatic in any jurisdiction pursuant to the Transaction
in contravention of applicable law.
The Transaction will be made and implemented solely pursuant to the terms of
the Scheme Document (or if the Transaction is implemented by way of a Takeover
Offer, the Offer Document), which, together with the Forms of Proxy, will
contain the full terms and conditions of the Transaction and details of how to
vote in respect of the Transaction. Any vote or other decision in respect of,
or other response to, the Transaction (including any vote in respect of the
resolutions to be proposed at the Adriatic Meetings to approve the
Transaction, the Scheme or related matters) should be made only on the basis
of the information contained in the Scheme Document (or if the Transaction is
implemented by way of a Takeover Offer, the Offer Document).
Adriatic and DPM will prepare the Scheme Document (or if the Transaction is
implemented by way of a Takeover Offer, the Offer Document) to be distributed
to Adriatic Shareholders. Adriatic and DPM urge Adriatic Shareholders to read
the Scheme Document (or if the Transaction is implemented by way of a Takeover
Offer, the Offer Document) when it becomes available because it will contain
important information relating to the Transaction.
Any vote in respect of resolutions to be proposed at the Adriatic Meetings to
approve the Transaction, the Scheme or related matters, should be made only on
the basis of the information contained in the Scheme Document.
This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document for the purposes of Article 1(4) or (5) of
the UK Prospectus Regulation.
This Announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments.
The Transaction may have tax consequences for Adriatic Shareholders. Adriatic
Shareholders are urged to consult with their own legal, tax and financial
advisers in connection with making a decision regarding this Transaction.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them.
Publication shall not give rise to any implication that there has been no
change in the facts set forth in this Announcement since such date.
Disclaimers
BMO, which is authorised and regulated by the FCA 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 the 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 affiliates 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 contained
herein or otherwise.
RBC Europe Limited (trading as RBC Capital Markets), which is authorised by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively as financial adviser to Adriatic and no one else in
connection with the Transaction and will not be responsible to anyone other
than Adriatic for providing the protections afforded to its clients nor for
providing advice in relation to the matters referred to in this announcement.
Neither RBC Europe Limited nor any of its affiliates, directors or employees
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, tort, in delict, under
statute or otherwise) to any person who is not a client of RBC Europe Limited
in connection with the Transaction or any matter referred to herein.
Macquarie Capital (Europe) Limited, which is regulated by the Financial
Conduct Authority in the United Kingdom, is acting as financial adviser
exclusively for Adriatic and no one else in connection with the matters set
out in this Announcement. In connection with such matters, Macquarie Capital,
its affiliates and their respective directors, officers, employees and agents
(together, "Macquarie Group") will not regard any other person as their
client, nor will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in connection
with the contents of this Announcement or any other matter referred to herein.
To the maximum extent permitted by law, no member of Macquarie Group 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 Macquarie Capital in connection with the matters
set out in this Announcement, any statement contained herein or otherwise.
Macquarie Capital (Europe) Limited is not an authorised deposit-taking
institution for the purposes of the Banking Act 1959 (Commonwealth of
Australia), and its obligations do not represent deposits or other liabilities
of Macquarie Bank Limited ABN 46 008 583 542. Any investments are subject to
investment risk including possible delays in repayment and loss of income and
principal invested. Macquarie Bank Limited does not guarantee or otherwise
provide assurance in respect of the obligations of Macquarie Capital (Europe)
Limited.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Adriatic and for no one else in connection with the subject
matter of this Announcement and will not be responsible to anyone other than
Adriatic for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this Announcement.
Neither Stifel, nor any of its affiliates, 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
Stifel in connection with this Announcement, any statement contained herein or
otherwise.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Overseas jurisdictions
The availability of the Transaction and/or the New DPM Shares, and the
release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom or Australia may be restricted by
law. Any persons who are subject to the laws of any jurisdiction other than
the United Kingdom or Australia should inform themselves about, and observe
any applicable legal or regulatory requirements.
In particular, the ability of persons who are not citizens of or resident in
the United Kingdom or Australia, or who are subject to the laws of another
jurisdiction, to vote their Adriatic Shares with respect to the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy or CDI Voting
Instruction Forms appointing or instructing (as applicable) another to vote at
the Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens.
Persons who are not resident in the United Kingdom or Australia should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Transaction disclaim any responsibility or liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
Unless otherwise determined by DPM or required by the Takeover Code, and
permitted by applicable law and regulation, the Transaction will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction and no person may vote in
favour of the Transaction by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of, or require registration thereof in, that
jurisdiction. Persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send such
documents in or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Transaction. If the
Transaction is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, in whole or in part, directly or indirectly, in or into or from, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.
The availability of New DPM Shares pursuant to the Transaction to Adriatic
Shareholders who are not resident in the United Kingdom or the ability of
those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. Adriatic
Shareholders who are in any doubt about such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document. Adriatic Shareholders are advised to read carefully the
Scheme Document and related Forms of Proxy (for Adriatic Ordinary
Shareholders) or CDI Voting Instruction Forms (for Adriatic CDI Holders) once
these have been mailed.
The Transaction will be subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Panel, the
LSE, the FCA, the TSX, the ASX and applicable securities laws.
Notice to Australian Adriatic CDI Holders
The New DPM Shares to be offered to Adriatic Shareholders under the
Transaction are proposed to be offered in Australia in reliance on ASIC
Corporations (Compromises or Arrangements) Instrument 2015/358 which provides
disclosure relief for the offer of securities for issue or sale under a
foreign compromise or arrangement made in accordance with the laws in force
in the United Kingdom, being an eligible foreign country. Neither this
Announcement nor any other offering or marketing material relating to the
Scheme, the New DPM Shares constitutes a disclosure document, prospectus,
scheme booklet or product disclosure statement under Part 5.1, Part 6D.2 or
Chapter 7 of the Australian Corporations Act 2001 (Cth) and this Announcement
has not been, and will not be, lodged with the Australian Securities and
Investments Commission. This Announcement does not contain the information
required to be contained in a disclosure document, prospectus, scheme booklet
or product disclosure statement for the purposes of the Australian
Corporations Act. Neither this Announcement, nor any other offering or
marketing material relating to the New DPM Shares or the Transaction, may be
made available or distributed in Australia other than to Adriatic Shareholders
with a registered address in Australia and their advisors and in compliance
with Australian law. Failure to comply with this restriction may contravene
applicable Australian law.
If, in the future, DPM exercises its right to implement the Transaction by way
of a Takeover Offer and determines to extend such Takeover Offer into
Australia, DPM may seek relief from the Australian Securities and Investments
Commission from the disclosure and secondary sale requirements of Chapters
6D.2 and 6D.3 of the Australian Corporations Act in order to distribute the
Offer Document to Adriatic Shareholders in Australia in respect of Adriatic
CDIs listed on the ASX.
The Scheme Document will contain further information about the Transaction and
the treatment of Adriatic CDI Holders, including steps to be taken by Adriatic
CDI Holders to complete and return CDI Voting Instruction Forms and otherwise
participate in the Scheme.
Notice to Adriatic US Shareholders
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the Companies Act. The
New DPM Shares to be issued pursuant to the Transaction have not been
registered under the US Securities Act or under any laws or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the US Securities Act.
The New DPM Shares to be issued pursuant to this Transaction by means of a
scheme of arrangement are intended to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act, pursuant to the
exemption from registration set forth in Section 3(a)(10) thereof. A
transaction effected by a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to the disclosure requirements and practices applicable
to schemes of arrangement involving a target company incorporated in England
and listed on the LSE and the ASX, which differ from the disclosure
requirements of the US tender offer rules.
For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10) thereunder,
Adriatic will advise the Court that its sanctioning of the Scheme will be
relied on by DPM as an approval of the Scheme following a hearing on the
fairness of the terms and conditions of the Scheme to Adriatic Shareholders,
at which Court hearing all Adriatic Shareholders are entitled to attend in
person or through counsel to support or oppose the sanctioning of the Scheme
and with respect to which notification has been given to all such holders.
If, in the future, DPM exercises its right to implement the Transaction by way
of a Takeover Offer and determines to extend such Takeover Offer into the
United States, such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including, without limitation, to the
extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder, and subject, in the case of participation by Adriatic Shareholders
resident in the United States, to the availability of an exemption (if any)
from the registration requirements of the US Securities Act and of the
securities laws of any state or other jurisdiction of the United States. Such
Takeover Offer would be made by DPM and no one else.
In accordance with normal United Kingdom practice, and pursuant to Rule
14e-5(b) of the US Exchange Act, DPM or its nominees, or its brokers (acting
as agents), may from time to time make certain purchases of, or arrangements
to purchase, shares or other securities of Adriatic outside of the US, other
than pursuant to the Transaction, until the date on which the Transaction
and/or Scheme becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .
Neither the United States Securities and Exchange Commission (the "SEC") nor
any US state securities commission or any other US regulatory authority has
approved or disapproved of the New DPM Shares to be issued in connection with
the Transaction, or determined if this Announcement is truthful or complete.
Any representation to the contrary is a criminal offence in the United
States.
It may be difficult for Adriatic US Shareholders to enforce their rights and
any claims arising out of the US federal securities laws in connection with
the Transaction, since DPM and Adriatic are incorporated under the laws of a
non-US jurisdiction, some or all of their respective directors and officers
may be residents of a non-US jurisdiction, and a substantial portion of DPM's
and Adriatic's assets and these non-resident persons will be located outside
of the United States. Adriatic US Shareholders may not be able to sue a non-US
company or its directors and officers in a non-US court for violations of the
US federal securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to the jurisdiction or
judgment of a US court.
Any financial statements or certain other financial information (other than
Non-GAAP financial measures), refer to the "Non-GAAP Financial Measures"
section of DPM's TSX press release for more information) and the Scheme
Document (or, if the Transaction is implemented by way of a Takeover Offer,
the Offer Document) has been or will have been prepared in accordance with (i)
with respect to Adriatic, accounting standards applicable in the United
Kingdom, and (ii) with respect to DPM, IFRS Accounting Standards, that, in
each case, may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with US GAAP.
US GAAP differs in certain significant respects from accounting standards
applicable in the United Kingdom, as well as IFRS Accounting Standards. None
of the financial statements or other financial information relating to
Adriatic in this Announcement has been audited in accordance with auditing
standards generally accepted in the United States or the auditing standards of
the Public Company Accounting Oversight Board (United States).
DPM's mineral reserves and mineral resources and the Vareš mineral reserves
and mineral resources derived from the Technical Report are prepared in
accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and
Petroleum - Definition Standards adopted by CIM Council on 10 May 2014, as
required by Canadian securities regulatory authorities. Adriatic's mineral
resource and ore reserve estimates are prepared according to the Australian
Code for Reporting Exploration Results, Mineral Resources and Ore Reserves
standard and guidelines publishes and maintained by the Joint Ore Reserves of
the Australian Institute of Mining and Metallurgy, Australian Institute of
Geoscientists and Minerals Council of Australia. There are differences between
the standards and terms used for reporting mineral reserves and mineral
resources in Canada, mineral resources and ore reserves under JORC 2012, and
mineral resources and mineral reserves reported in the United States pursuant
to the rules and regulations of the SEC. These standards differ from the
requirements of the SEC applicable to domestic United States reporting
companies. Accordingly, information reported by DPM and Adriatic on their
mineral deposits may not be comparable to similar information made public by
United States companies subject to the reporting and disclosure requirements
under the United States federal securities laws and the rules and regulations
thereunder.
Adriatic US Shareholders should also be aware that the Transaction may have
tax consequences in the United States and, that such consequences, if any, are
not described herein. Adriatic US Shareholders are urged to consult with their
own legal, tax and financial advisers in connection with making a decision
regarding this Transaction.
Cautionary Note Regarding Forward-Looking Statements
This Announcement (including information incorporated by reference into this
Announcement), oral statements made regarding the Transaction, and other
information published or to be published by DPM and/or Adriatic, contain
statements which are, or may be deemed to be, "forward-looking statements".
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/or 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 Announcement include
statements with respect to the financial condition, results of operations and
business of Adriatic and DPM and certain plans and objectives of DPM with
respect to Adriatic, the benefits of the Transaction to the parties and their
respective shareholders and /or 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 Adriatic and/or DPM (as applicable) in
light of their experience and their 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 cause actual results, performance,
actions, achievements or developments to differ materially 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 and/or Adriatic believe 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 you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this Announcement.
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 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 dispositions;
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 and Herzegovina, Serbia, Bulgaria and Ecuador
and other jurisdictions in which the DPM Group and Adriatic Group 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 ore 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
maintain 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 Boards of DPM and/or Adriatic and/ or the composition of their
respective workforces; safety and technology risks; exposures to terrorist
activity, IT 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 regulatory 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 filed by
DPM at www.sedarplus.ca (http://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
Announcement. 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.
Any forward-looking statement in this Announcement speaks only as at the date
of this Announcement. Neither DPM nor Adriatic, nor any of their 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 Announcement will actually occur.
Neither DPM nor Adriatic assumes any obligation to update or correct the
information contained in this Announcement (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 Adriatic or any person acting on their behalf are qualified by the
cautionary statements herein.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. 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 that 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 Position 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 Takeover Code, any person who is, or becomes,
interested in one per cent. 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 securities 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, save
to the extent that these details have previously been disclosed under Rule 8
of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Takeover Code 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 of the Takeover
Code.
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 of the Takeover Code).
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 (http://www.thetakeoverpanel.org.uk) , including
details 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.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on DPM's website at
https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/
(https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/) and
Adriatic's website at https://www.adriaticmetals.com/investors/offer/
(https://www.adriaticmetals.com/investors/offer/) by no later than 12 noon
(London time) on the first Business Day following the date of this
Announcement. This Announcement will also be filed and available under DPM's
profile on the Canadian System for Electronic Document Analysis and Retrieval
+, accessible without charge at www.sedarplus.ca. For the avoidance of doubt,
neither the contents of these websites nor the contents of any websites
accessible from any hyperlinks are incorporated into or form part of this
Announcement.
No profit forecasts, profit estimates or quantified financial benefits
statements
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for Adriatic or DPM for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for Adriatic or DPM respectively.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, DPM confirmed that as at the
close of business on 19 May 2025 (being the Business Day prior to the
commencement of the Offer Period) its issued share capital consisted of
167,114,873 common shares (excluding shares held in treasury) holding one for
one voting rights as admitted and listed on the TSX. The International
Securities Identification Number for DPM's common shares is CA2652692096.
There are no DPM Shares held in treasury.
In accordance with Rule 2.9 of the Takeover Code, as at the close of business
on 19 May 2025 (being the Business Day prior to the commencement of the Offer
Period), Adriatic confirmed that it had in issue 345,295,293 ordinary shares
of GBP 0.01 each with voting rights and admitted to trading on LSE under the
ISIN code GB00BL0L5G04.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Adriatic Shareholders,
persons with information rights and participants in the Adriatic Share
Incentive Plan may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) by contacting
Adriatic's registrar, Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, United Kingdom by telephoning 0370 702
0000, if calling from within the United Kingdom, or +44 (0) 370 702 0000, if
calling from outside the United Kingdom. Lines are open between 8:30am and
5:30pm, Monday to Friday, excluding public holidays in England and Wales.
Adriatic CDI Holders in Australia may contact Computershare at 1300 850 505
(within Australia) or +61 3 9415 4000 (outside Australia) or by submitting a
request in writing to Computershare Investor Services Pty Ltd, GPO Box 2975,
Melbourne, VIC 3001, Australia. Enquiry lines are open between 8:30amAEST and
5:00pmAEST, Monday to Friday, excluding public holidays in Australia.
For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Transaction be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Adriatic Shareholders, persons with information rights and other
relevant persons in connection with the receipt of communications from
Adriatic may be provided to DPM during the Offer Period as requested under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.
Scientific and Technical Information
The scientific and technical information derived from the Technical Report
have been prepared by, or under the supervision of, the QPs listed in DPM's
TSX press release as set out in 0.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
13 June 2025
RECOMMENDED SHARE AND CASH OFFER
FOR
ADRIATIC METALS PLC
BY
DUNDEE PRECIOUS METALS INC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Introduction
The Boards of Dundee Precious Metals Inc ("DPM") and Adriatic Metals Plc
("Adriatic") are pleased to announce that they have agreed the terms of the
Transaction.
The Transaction
Under the terms of the Transaction, Adriatic Shareholders will be entitled to
receive, for each Adriatic Share:
0.1590 New DPM Share; and
93 pence in cash
The terms of the Transaction value:
· each Adriatic Share at 268 pence, based
on a GBP:CAD$ exchange rate of 1.85 on 11 June 2025;
· each Adriatic CDI at AUD $5.56, based on
a AUD:CAD$ exchange rate of 0.891 and a GBP:AUD exchange rate of 2.08 on 11
June 2025; and
· the entire issued share capital of
Adriatic at approximately US$1.251 billion, based on USD:GBP exchange rate of
0.74 on 11 June 2025,
in all cases, based on the Closing Price of CAD$20.33 per DPM Share on 11 June
2025.
The terms of the Transaction represent a premium of approximately:
· 50.5 per cent. to the Closing Price on
the LSE of 178 pence per Adriatic Share on 19 May 2025 (being the last
Business Day in London, England prior to the commencement of the Offer
Period); and
· 47.8 per cent. to the Closing Price on
the ASX of AUD $3.76 per Adriatic CDI on 20 May 2025 (being the last Business
Day in Sydney, Australia prior to the commencement of the Offer Period);
· 31.8 per cent. to the 30-day
volume-weighted average Adriatic share price on the LSE as of 19 May 2025,
based on the 30-day volume-weighted average share price of DPM on the TSX as
of 16 May 2025 (being the last Business Day in Toronto, Canada prior to the
commencement of the Offer Period); and
· 33.5 per cent. to the 30-day
volume-weighted average Adriatic CDI price on the ASX as of 20 May 2025 (being
the last Business Day in Sydney, Australia prior to the commencement of the
Offer Period), based on the 30-day volume-weighted average share price of DPM
on the TSX on 16 May 2025 (being the last Business Day in Toronto, Canada
prior to the commencement of the Offer Period).
It is intended that the Transaction will be implemented by means of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").
Immediately following Completion, it is expected that DPM's enlarged issued
share capital will be owned approximately 75.3 per cent. by existing DPM
Shareholders and approximately 24.7 per cent. by former Adriatic Shareholders.
Holders of Adriatic CDIs will participate in the Transaction on the same basis
as holders of Adriatic Shares. Accordingly, unless the context requires
otherwise, references to Adriatic Shares in this Announcement include Adriatic
CDIs, references to Adriatic Shareholders include Adriatic CDI Holders,
references to Adriatic Shareholders voting in respect of the Transaction, the
Scheme or related matters shall include Adriatic CDI Holders procuring the
same.
Mix and Match Facility
Adriatic Shareholders may elect, subject to off-setting elections, to vary the
proportions in which they receive cash and New DPM Shares in respect of their
holdings in Adriatic Shares. However, the total number of New DPM Shares to be
issued and the aggregate amount of cash to be paid under the terms of the
Transaction will not be varied as a result of elections under the Mix and
Match Facility. Accordingly, satisfaction of elections made by Adriatic
Shareholders under the Mix and Match Facility will depend on the extent to
which other Adriatic Shareholders make offsetting elections.
To the extent that elections cannot be satisfied in full, they will be scaled
down on a pro rata basis. As a result, those Adriatic Shareholders who make an
election under the Mix and Match Facility will not necessarily know the exact
number of New DPM Shares or the amount of cash they will receive until
settlement of the consideration due to them under the terms of the
Transaction.
The aggregate amount of cash to be paid and New DPM Shares to be issued under
the terms of the Transaction will be £321 million and 54.9 million New DPM
Shares, equating to 34.7 per cent cash and 65.3 per cent New DPM Shares, and
will not be varied as a result of the Mix and Match Facility. The Mix and
Match Facility is conditional upon the Transaction becoming Effective.
Elections under the Mix and Match Facility will not affect the entitlements of
those Adriatic Shareholders who do not make such elections.
Further details in relation to the Mix and Match Facility will be contained in
the Scheme Document.
New DPM Shares
The New DPM Shares will be credited as fully paid and will rank pari passu in
all respects with the DPM Shares in issue at the time the New DPM Shares are
issued pursuant to the Transaction, including the right to receive and retain
dividends and other distributions declared, made or paid by reference to a
record date falling after the Effective Date (other than as specified in
paragraph 0 (Dividends ) below).
Expected Timetable
It is expected that the Scheme Document, containing further information about
the Transaction and notices of the Court Meeting and Adriatic General Meeting,
together with the Forms of Proxy (for Adriatic Ordinary Shareholders), CDI
Voting Instruction Forms (for Adriatic CDI Holders) and forms of election in
respect of the Mix and Match Facility, will be mailed to Adriatic Shareholders
as soon as reasonably practicable and, in any event, within 28 days of this
Announcement unless otherwise agreed with the Panel.
The Scheme is expected to become Effective during the fourth quarter of 2025,
subject to the satisfaction (or, where applicable, waiver) of the relevant
Conditions and certain further terms set out in 0 (Conditions to and Certain
Further Terms of the Transaction ) to this Announcement.
An expected timetable of principal events will be included in the Scheme
Document.
Background to and reasons for the Transaction
The acquisition of Adriatic has compelling strategic merit and is fully
aligned with DPM's core competencies. DPM believes that the Transaction will
form a strong combined group with an enhanced operating and financial profile,
driven by an attractive production, mineral reserve and mineral resource base
and a compelling metal mix. The Transaction is consistent with DPM's approach
to shareholder returns, portfolio enhancements and leverages its complementary
capabilities and significant balance sheet strength.
DPM believes that it would be a well-suited operator of Vareš given its
financial strength and extensive experience and track record in the Balkans,
where it currently operates an underground mine and an open pit mine. DPM has
fostered strong partnerships with local governments and communities in the
Balkan region and has a demonstrated history of working to create sustainable
benefits for its stakeholders and local communities.
Vareš is a new underground precious metals rich mining operation, with a
low-cost profile, long mine life and attractive exploration potential.
Furthermore, DPM's proven exploration team is excited about the additional
upside potential from further exploration activities at the extensive Vareš
land package and, notably, the highly prospective Rupice Mine.
Consistent with DPM's financial priorities of generating attractive returns
for shareholders, DPM expects the Transaction to be accretive, on a cash flow
per share basis, in the first year post-Completion, delivering attractive
returns for existing DPM and Adriatic shareholders, with additional upside
from achieving and maintaining commercial production levels at Vareš,
leveraging corporate infrastructure optimisation and supply efficiencies.
From DPM's perspective, the predominantly equity-based nature of the
Transaction allows DPM to enhance its balance sheet strength which, when
combined with Adriatic, is expected to increase its ability to fund growth and
continue to return cash to shareholders through its current capital allocation
and dividends policy.
The Transaction is expected to offer the following additional benefits:
· Improved Financial Strength. DPM anticipates that
the Transaction will result in value creation from corporate and other
operational synergies and enhanced financial flexibility to support the
Combined Group's growth initiatives. 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, thereby resulting in meaningful value creation
for the Combined Group and avoiding dilution associated with large third-party
financings.
· Optimised Capital Allocation and Investment. The
Combined Group 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
DPM believes will enable the Combined Group to optimise capital allocation,
enhance its market valuation and investment across its portfolio of mining
assets. DPM also believes that the strength of the Combined Group (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 Group 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 its Čoka Rakita Project, effectively de-risking
the Čoka Rakita Project. By integrating Adriatic's experienced mining
personnel into the Combined Group's operations, DPM is expected to demonstrate
its ability to navigate the complexities of mine development and mitigate
associated risks.
· Continued Participation by Adriatic Shareholders.
Scheme Shareholders, through their ownership of New DPM Shares, will also
participate in the mineral projects of DPM along with the potential valuation
re-rating associated with a diversified operating portfolio, larger market
capitalisation and more liquid shares.
· Strong and Proven Management Team. The Combined
Group 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
capitalisation, which could provide an opportunity for a re-rating of the DPM
Shares following completion of the Transaction.
Recommendation of the Adriatic Directors and ADRIATIC DIRECTORS' Irrevocable
Undertakings
The Adriatic Directors, who have been so advised by RBC Capital Markets as to
the financial terms of the Transaction, consider the terms of the Transaction
to be fair and reasonable. RBC Capital Markets is providing independent
financial advice to the Adriatic Directors for the purposes of Rule 3 of the
Takeover Code. In providing its advice, RBC Capital Markets has taken into
account the commercial assessments of the Adriatic Directors.
The Adriatic Directors intend unanimously to recommend that Scheme
Shareholders vote (and that Adriatic CDI Holders direct CDN to vote) in favour
of the Scheme at the Court Meeting and Adriatic Shareholders vote in favour of
the Adriatic Resolutions to be proposed at the Adriatic General Meeting (or in
the event that the Transaction is implemented by way of a Takeover Offer, to
accept or procure acceptance of such Takeover Offer), as certain Adriatic
Directors who are interested in Adriatic Shares have irrevocably undertaken to
do in respect of their own beneficial holdings of, in aggregate, 1,572,383
Adriatic Shares (including in respect of Adriatic Shares, the underlying
Adriatic CDIs), representing, in aggregate, approximately 0.46 per cent. of
Adriatic's issued share capital as at the close of business on the Last
Practicable Date.
Background to and reasons for the Adriatic Directors' unanimous recommendation
Background
Adriatic was established in 2017 with the ambition of building a world class
precious and base metal mining operation in Europe with the primary objective
of developing the Vareš Silver Project in Bosnia and Herzegovina. Adriatic
has delivered on this objective, rapidly achieving a series of key milestones
through feasibility studies completed in 2021 and following commencement of
construction in 2022. Since the start of 2024, Adriatic has achieved
significant progress, with the processing plant fully constructed in Q1 2024,
the first sale of silver/lead and zinc concentrates in May 2024, and ramp up
in production demonstrating material progress in 2025 year to date.
Throughout this development and construction phase, Adriatic has enjoyed
support from its shareholders and been able to access capital to continue its
expansion. In return, Adriatic has generated strong returns for its
shareholders, increasing its market capitalisation from A$10 million at IPO on
the ASX in 2018 to A$1,298 million on 20 May 2025, being the last Business Day
in Sydney, Australia prior to the commencement of the Offer Period.
From the start, Adriatic has been committed to creating a positive impact in
Bosnia and Herzegovina. Adriatic has been a leading investor in the region and
has established strong partnerships with local communities and governments in
the region. Adriatic is proud of the work undertaken by the Adriatic
Foundation in supporting local communities around the Vareš and Kakanj
regions to create a positive long-term legacy.
Offer from DPM
In parallel with the development and construction of the Vareš Silver
Project, Adriatic has maintained a long-term working dialogue with DPM as an
operator in a similar geographic region. It was against this backdrop that
Adriatic received an initial, unsolicited proposal from DPM. The Adriatic
Directors, together with their advisers and consistent with their directors'
duties, assessed the proposal and, following a period of negotiation regarding
the terms of the proposal, determined that the proposed transaction presented
an attractive opportunity to combine with a larger, more diversified partner
with strong and relevant expertise in the region and which is highly-qualified
to continue the success Adriatic has delivered to date.
The Adriatic Directors remain confident that Adriatic's existing strategy
would deliver significant value for Adriatic's shareholders if Adriatic
remained an independent company and continued to execute its strategy
successfully. However, the Adriatic Directors also believe the terms of the
Transaction takes into account the quality of Adriatic's business and its
future prospects, whilst accelerating the delivery of fair value to Adriatic
Shareholders, without further capital investment or operational risk, thereby
removing any inherent uncertainty and greater market volatility of the
delivery of future value which exists as a standalone entity.
The Adriatic Directors have considered a range of factors in their assessment
of the Transaction, including that the Transaction will create a stronger and
more diversified combined group with an enhanced operating and financial
profile. Furthermore, the form of consideration proposed by DPM allows
Adriatic shareholders to benefit from the value creation potential of the
combined group, while also enabling Adriatic shareholders the option to
realise part of the value of their holding in cash.
Factors considered by the Board of Adriatic
(i) Valuation
The financial terms of the Transaction represent a premium of:
· 50.5 per cent. to the Closing Price on the LSE of 178 pence per
Adriatic Share on 19 May 2025 (being the last Business Day in London, England
prior to the commencement of the Offer Period);
· 47.8 per cent. to the Closing Price on the ASX of AUD $3.76 per
Adriatic CDI on 20 May 2025 (being the last Business Day in Sydney, Australia
prior to the commencement of the Offer Period);
· 31.8 per cent. to the 30-day volume-weighted average Adriatic
share price on the LSE as of 19 May 2025, based on the 30-day volume-weighted
average share price of DPM on the TSX as of 16 May 2025 (being the last
Business Day in Toronto, Canada prior to the commencement of the Offer
Period); and
· 33.5 per cent. to the 30-day volume-weighted average Adriatic CDI
price on the ASX as of 20 May 2025 (being the last Business Day in Sydney,
Australia prior to the commencement of the Offer Period), based on the 30-day
volume-weighted average share price of DPM on the TSX on 16 May 2025 (being
the last Business Day in Toronto, Canada prior to the commencement of the
Offer Period).
(ii) Adriatic Shareholders' shareholding in DPM
It is expected that former Adriatic Shareholders will own 24.7 per cent. of
the enlarged share capital of DPM. This will allow Adriatic Shareholders to
benefit from the expected combination benefits, as set out in paragraph 0
(Background to and reasons for the Transaction), and in particular benefit
from exposure to significant production globally, and enhanced cash flow and
capital market access to support the Combined Group's growth initiatives.
The Adriatic Directors believe the increased scale of DPM following its
combination with Adriatic, with associated enhanced market relevance,
financial flexibility, and lower cost of capital, could provide an opportunity
for a re-rating of the DPM Shares following completion of the Transaction.
(iii) DPM's ownership of the Adriatic assets
In addition to the financial terms of the Transaction, the Adriatic Directors
have given consideration to DPM's intentions for the Adriatic business as part
of the Combined Group. Adriatic Directors believe DPM is a highly-qualified
owner of the Vareš project and has a high level of respect for its management
team. Adriatic notes that DPM does not anticipate making any material changes
to Adriatic's local workforce on site in Bosnia and Herzegovina and is
committed to continuing Adriatic's positive engagement with local communities
and stakeholders.
Therefore, after careful consideration together with its financial advisers,
the Board of Adriatic has concluded that the Transaction is in the best
interests of Adriatic Shareholders and Adriatic as a whole. Accordingly, the
Adriatic Directors recommend unanimously the Transaction to Adriatic
Shareholders.
Dividends
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend, distribution or other return of value is announced,
declared, made, or paid or becomes payable in respect of Adriatic, DPM
reserves the right (without prejudice to any right DPM may have, with the
consent of the Panel, to invoke the Condition set out in paragraph 0 in 0 of
0 (Conditions to and Certain Further Terms of the Transaction ) to this
Announcement) to:
· reduce the Consideration by the value
implied under the terms of the Transaction for the Adriatic Shares by an
amount up to the amount of any such dividend, distribution or other return of
value, in which case any reference in this Announcement or in the Scheme
Document to the Consideration will be deemed to be a reference to the
Consideration so reduced; or
· declare and pay an equalising dividend to
DPM Shareholders so as to reflect the value attributable to the dividend,
distribution or other return of value announced, declared, made, paid or which
becomes payable by Adriatic, without any consequential change to the
Consideration.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend, distribution or other return of value is announced,
declared, made, or paid or becomes payable in respect of DPM (other than, or
in excess of, the DPM Permitted Distributions), Adriatic reserves the right to
declare and pay an equalising dividend to Adriatic Shareholders so as to
reflect the value attributable to the dividend, distribution or other return
of value announced, declared, made, paid or which becomes payable by DPM and
DPM shall have no right to reduce the Consideration in such circumstances.
For the avoidance of doubt, any exercise by DPM or Adriatic of their
respective rights referred to in this section of the Announcement shall not be
regarded as constituting any revision or variation of this Transaction.
Dividend policy post-Completion
Other than as specified above, Adriatic Shareholders will benefit from access
to DPM's dividend policy in respect of each dividend for which the record date
falls after the Effective Date. After Completion, the Board of DPM expects to
maintain its current policy regarding capital allocation and returning excess
capital to shareholders, as set out in DPM's quarterly fillings.
Information on Adriatic
Adriatic is a UK-based precious and base metals producer, with listings on the
London Stock Exchange and Australian Stock Exchange. Adriatic's asset
portfolio consists of its flagship Vareš Silver Operation in Bosnia and
Herzegovina and the exploration-stage Raška Project in Serbia.
The Vareš Silver Operation produces silver/lead and zinc concentrates and has
the potential to be one of the world's largest producing, low-cost silver
mines, with a high-grade Reserve base underpinning a 15-year mine life. First
sale of concentrate was achieved in 2024 and the asset is currently ramping up
to commercial production, with further plans underway to expand the plant
processing capacity from 0.8 to 1.3 million tonnes per annum. The orebody
remains open along strike and at depth, and there are several options
available for regional exploration targets on Vareš' 44km(2) concession.
The Raška Project covers several past producing open pit mines located in the
Raška District in Serbia. The Raška Project is in exploration stage, with
Adriatic currently conducting resource definition drilling at both of the
historic open pit mining operations, Kizevak and Sastavci, both of which
closed in the late 1990s.
Adriatic Shares are publicly traded on the London Stock Exchange main market
(symbol: ADT1) and on the Australian Stock Exchange (symbol: ADT). Adriatic is
headquartered in the United Kingdom and its registered office is at 3 Hanover
Square, London W1S 1HD, United Kingdom.
For the year ended 31 December 2024, Adriatic reported a total of 76 thousand
tonnes of ore milled and a total of 1,335 thousand ounces of silver equivalent
produced. The group generated pre-commercial production revenue of
approximately US$27.6 million (after deduction of treatment charges and
offtake buyer's fees) and a gross profit of approximately US$1.0 million.
For the quarter ended 31 March 2025, Adriatic reported silver production of
1.4 million ounces of silver equivalent, and total sales of US$34 million.
Adriatic made its first debt repayment to Orion Mine Finance of US$20 million
in the quarter and ended with a cash balance of US$76 million. This also
followed an equity raising of US$50 million which took place on 18 February
2025 to support Adriatic's expansionary capital expenditure, including
securing long-lead items for the Vareš Processing Plant expansion.
Vareš - TECHNICAL REPORT
Concurrent with this Announcement, DPM announced the results of an independent
technical report for Vareš ("Technical Report"), prepared in accordance with
Canada's National Instrument 43-101 - Standards of Disclosure for Mineral
Projects in connection with the Transaction.
The highlights of the conclusions of the Technical Report, as set out in DPM's
TSX press release, are as follows:
· Significant mine life and scale with low
unit costs: Based only on existing mineral resources, Vareš has a 15-year
operating life with average annual production of approximately 168,000 ounces
of gold equivalent at an all-in sustaining cost of US$893 per ounce of gold
equivalent.
· Improved value and risk profile: DPM's
approach to the Vareš mine plan reflects an initial grade control and
geotechnical drilling program to better define geological and geotechnical
understanding of the orebody, facilitating accelerated access to higher-grade
ore tonnage, as well as paste backfilling of mining areas. DPM forecasts
achieving sustainable production of 850,000 tonnes per annum by year-end 2026.
· Base case NPV5% of US$1.6 billion
(post-tax) based on consensus long-term ("LT") metal prices, including LT
silver price of US$28 per ounce and LT gold price of US$2,212 per ounce (the
"Base Case"). Refer to the "Sensitivity Analysis" section of DPM's TSX press
release for the project's economics at varying metal price assumptions.
· US$2.1 billion of after-tax cash flow
over the initial mine life at Base Case commodity price assumptions.
· Large Mineral Resource base: Vareš has
an Indicated Mineral Resource of 90.8 million ounces of silver, 1.7 billion
pounds of zinc, 1.1 billion pounds of lead, and 0.07 million ounces of gold,
and an Inferred Mineral Resources of 4.3 million ounces of silver, 69 million
pounds of zinc, 56 million pounds of lead, and 23 thousand ounces of gold.
Refer to the "Mineral Resources and Mineral Reserves" section of DPM's TSX
press release.
Further details regarding the results of the Technical Report can be found in
DPM's TSX press release, produced in full in Appendix 6 of this Announcement.
Certain of the financial items, including "all-in sustaining costs per gold
equivalent ounce", which are included in this summary of DPM's TSX press
release, have been determined using industry guidelines and practices and are
not measures under IFRS Accounting Standards and may not be comparable to
similar measures. Refer to the "Non-GAAP Financial Measures" section of DPM's
TSX press release for more information, including a detailed description of
this measure.
The Technical Report will be available shortly following the date of this
Announcement (and in any event by no later than 45 days from the date of this
Announcement) on DPM's website accessible at
https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/
(https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/) ,
and DPM's issuer profile on the Canadian System for Electronic Document
Analysis and Retrieval +, accessible without charge at www.sedarplus.ca
(http://www.sedarplus.ca) .
Valuation report
DPM will produce a valuation report in accordance with Rule 29 of the Code on
Vareš which will be published prior to the release of the Scheme Document and
reproduced within that document.
Information on DPM
DPM is a Canadian based, international gold mining company engaged in the
acquisition of mineral properties, exploration, development, mining and
processing of precious metals with operations and projects located in
Bulgaria, Serbia and Ecuador. It is a "reporting issuer" (within the meaning
of Canadian securities laws) in all of the provinces and territories of
Canada. The common shares of DPM are listed for trading on the TSX, under the
ticker symbol "DPM.TO".
DPM's strategic objective is to become a mid-tier precious metals company,
which is based on sustainable, responsible and efficient gold production from
its portfolio, the development of quality assets, and maintaining a strong
financial position to support growth in mineral reserves and production
through disciplined strategic transactions. DPM believes this strategy creates
a platform for robust growth to deliver above-average returns for its
shareholders. The acquisition of Adriatic aligns with DPM's disciplined
approach to growth and enhances its future production profile.
As of the date of this Announcement, DPM's principal operating assets include
(i) the Chelopech Mine, which is located east of Sofia, Bulgaria, and which
produces a gold‐copper concentrate containing gold, copper and silver, and a
pyrite concentrate containing gold, and (ii) the Ada Tepe Mine, which is
located in south eastern Bulgaria, near the town of Krumovgrad, and which
produces a gold concentrate containing gold and silver. DPM also holds
interests in a number of exploration and development projects located in
Serbia and Ecuador, including (i) the Čoka Rakita project and the Timok gold
project located in Serbia, and (ii) the Loma Larga gold project and the
Tierras Coloradas project located in Ecuador. All of the foregoing assets are
100 per cent. owned by DPM.
During its fiscal year 2024, DPM achieved its gold production and cost
guidance for the tenth consecutive year, continuing its long track record of
operational delivery. For its fiscal year 2024, DPM reported record earnings
and free cash flow generation, with revenue being 17 per cent. higher than
2023. As at 31 March 2025, DPM also reported a total of US$763.0 million in
cash and cash equivalents, in addition to an undrawn US$150.0 million
committed revolving credit facility and no debt. Finally, DPM scored in the
91st percentile for ESG performance among companies in the metals and mining
industry in the 2023 S&P Global Corporate Sustainability Assessment for
the third consecutive year and was included in the 2024 Sustainability
Yearbook.
The head and registered office of DPM is 150 King Street West, Suite 902,
Toronto, Ontario, M5H 1J9.
More information about DPM and its business is available to the public under
its website, accessible at https://dundeeprecious.com/
(https://dundeeprecious.com/) , and its issuer profile on the Canadian System
for Electronic Document Analysis and Retrieval +, accessible without charge at
www.sedarplus.ca.
DPM's intentions for the Adriatic business
Strategic plans for Adriatic
Adriatic's Vareš Silver Operation in Bosnia and Herzegovina is a high-margin,
long life, asset of scale with strong strategic and operational alignment to
DPM's high-quality portfolio of two producing mines in Bulgaria, as well as
two development projects in Serbia and Ecuador. The Transaction will provide
the opportunity to build on DPM's track record of responsibly operating
large-scale, open pit and underground mines in Eastern Europe, including those
with comparable operational characteristics.
In advance of this Announcement, DPM has thoroughly assessed Adriatic's
current operations with a view to optimising the assets and improving
productivity to ensure long term value creation within the Combined Group. In
particular, DPM is contemplating changes to the current mine plan, mining
method and other technical aspects of the Vareš Silver Operation. DPM has
today announced the results of the Technical Report which provides detailed
scientific and technical information with respect to its proposed approach to
the Vareš Silver Operation. The Technical Report will be filed on SEDAR+ at
www.sedarplus.ca (http://www.sedarplus.ca) and will be made available on DPM's
website at
https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/
(https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/) by
no later than 28 July 2025, being 45 calendar days from the date of this
Announcement. Alongside the preparation of the Technical Report, DPM has also
identified several near- and long-term opportunities to optimise Vareš
including improving and de-risking the production schedule, incorporating
density weighting in the grade estimation method to increase metal in the
high-grade stopes as well as significant near-mine exploration potential,
notably by extending the Rupice Northwest deposit where it is open at depth
towards the northwest. Following the completion of the Transaction, DPM
expects to complete additional studies to more fully evaluate the potential
growth and optimisation opportunities related to the Vareš operation. DPM
does not intend to redeploy any of Adriatic's existing material fixed assets.
Social responsibility and communities
Through its long-standing approach to stakeholder engagement and community
development, DPM is a responsible and committed steward of precious metals
mining assets. In alignment with its purpose - to unlock resources and
generate value to thrive and grow together - DPM actively supports the
sustainable development of local communities where it operates, delivering
meaningful impact through a range of social investment projects and
initiatives. In the first 12 months following Completion, DPM will review
Adriatic's existing community-related initiatives to ensure alignment with its
own established policies and framework. At this stage, no material changes to
Adriatic's current initiatives are anticipated, reflecting DPM's respect for
Adriatic's ongoing efforts and its intention to build on Adriatic's existing
community relationships.
Directors, management & employees
It is intended that, with effect from Completion, Laura Tyler, the Chief
Executive Officer, and Michael Horner, the Chief Financial Officer, of
Adriatic will step down from their executive positions. Laura Tyler and the
other existing Adriatic Directors will also cease to be directors of the Board
of Adriatic from Completion.
Following Completion, the global headquarters of the Combined Group and
certain key functions will remain in Toronto, Canada, at DPM's existing
headquarters. It is intended that Adriatic's existing head office in the
United Kingdom will be closed, which will result in the termination of nine
employees, which represents a limited proportion of the overall Adriatic
workforce. In addition, DPM will review the existing office locations of the
Combined Group and may make select relocations or closures as part of the
operational review. A limited number of Adriatic's personnel may be required
to relocate as part of this review.
In addition to the above, DPM intends to take an approach to integration with
the aim of retaining and motivating the best talent across the Combined Group.
Detailed proposals in this regard will be developed and communicated to
employees of the Combined Group in due course and could result in the
reduction of up to 10%-20% of Adriatic's current workforce. In keeping with
DPM's operating practices, DPM intends to focus on building the local
workforce to fulfil the requisite skills and functions of the employees and
management of the Combined Group.
Management incentivisation
Following Completion, DPM intends to review the management incentivisation
structures of Adriatic. As at the date of this Announcement, there have been
no discussions between DPM and any member of Adriatic management regarding
incentivisation arrangements.
Pension Schemes
DPM recognises the importance of upholding Adriatic's pension obligations and
ensuring that the existing pension schemes are appropriately funded in
accordance with statutory requirements and their governing documentation.
Following Completion, DPM does not intend to make any changes to the agreed
employer contributions into Adriatic's defined contribution pension
arrangements, the accrual of benefits for existing members or the admission of
new members to such pension arrangements, unless such changes are more
favourable to the relevant member.
Research and development
Adriatic does not currently have a standalone research and development
function and DPM does not intend on creating one, as these services will be
supported within DPM.
Trading facilities
Refer to section 17 and 18 for details on intentions relating to the trading
facilities as regards the Adriatic Shares and the DPM Shares.
No post-offer undertakings
None of the statements in this paragraph 0 (DPM's intentions for the
Adriatic business ) is a "post-offer undertaking" for the purposes of Rule
19.5 of the Takeover Code.
Irrevocable undertakings aND voting support agreements
Adriatic Directors
DPM has received irrevocable undertakings from the Adriatic Directors who are
interested in Adriatic Shares in respect of their own legal and/or beneficial
holdings of Adriatic Shares to vote in favour of the Scheme and the Adriatic
Resolutions in respect of a total of 1,572,383 Adriatic Shares, representing,
in aggregate, 0.46 per cent. of Adriatic's total issued share capital on the
Last Practicable Date.
In addition, DPM has received irrevocable undertakings from the Supporting
non-director Shareholders in respect of their own legal and/or beneficial
holdings of Adriatic Shares to vote in favour of the Scheme and the Adriatic
Resolutions in respect of a total of 126,968,662 Adriatic Shares (including
the underlying Adriatic CDIs) representing, in aggregate, 36.77 per cent. of
Adriatic's total issued share capital on the Last Practicable Date.
Accordingly, DPM has received irrevocable undertakings to vote in favour of
the Scheme and Adriatic Resolutions in respect of a total of 128,541,045
Adriatic Shares (including the underlying Adriatic CDIs) representing, in
aggregate, approximately 37.23 per cent. of Adriatic's total issued share
capital on the Last Practicable Date.
Further details of the irrevocable undertakings described above are set out in
Part 1 of 0.
DPM Directors and Executive Officers
The issuance of the New DPM Shares pursuant to the Transaction requires the
DPM Shareholder Resolution to be approved by a simple majority of the votes
cast by DPM Shareholders, represented in person or by proxy, at the DPM
Special Meeting.
The DPM Directors and Executive Officers have entered into voting support
agreements to vote in favour of the DPM Shareholder Resolution at the DPM
Special Meeting in respect of their own beneficial holdings of, in aggregate,
313,016 DPM Shares, representing, in aggregate, approximately 0.19 per cent.
of DPM's issued share capital as at the close of business on the Last
Practicable Date.
Further details of the voting support agreements described above are set out
in Part 2 of 0.
Financing of the Transaction
The cash consideration necessary to satisfy the Transaction in full will be
funded from DPM's existing cash resources. BMO, in its capacity as financial
adviser to DPM, is satisfied that sufficient cash resources are available to
DPM to satisfy in full the cash consideration payable by DPM to Adriatic
Shareholders pursuant to the terms of the Transaction.
Share Plans
Participants in the Adriatic Share Incentive Plan will be contacted regarding
the effect of the Transaction on their rights under the Adriatic Share
Incentive Plan and provided with further details concerning any proposals
applicable to them in due course. Details of the impact of the Transaction on
the Adriatic Share Incentive Plan and any proposals will be set out in the
Scheme Document or, as the case may be, the Offer Document and in separate
letters to be sent to participants in the Adriatic Share Incentive Plan.
The Transaction will extend to any Adriatic Shares which are unconditionally
allotted or issued before the Scheme Record Time, including those allotted or
issued as a result of the exercise of options or rights or vesting of awards
under the Adriatic Share Incentive Plan.
The Scheme will not extend to Adriatic Shares issued after the Scheme Record
Time. However, it is proposed to amend Adriatic's articles of association at
the Adriatic General Meeting to provide that, if the Transaction becomes
effective, any Adriatic Shares issued to any person after the Scheme Record
Time (including in satisfaction of an option or right exercised under the
Adriatic Share Incentive Plan) will be automatically transferred to DPM in
consideration for the payment by DPM to such persons of 93 pence in cash and
0.1590 New DPM Shares for each Adriatic Share so transferred.
Offer-related Arrangements
Confidentiality Agreements
DPM and Adriatic entered into a confidentiality agreement on 12 December 2023
(the "First Confidentiality Agreement") in connection with the Transaction,
pursuant to which, among other things, DPM had undertaken to: (i) keep
information relating to the Transaction and Adriatic's group confidential and
not to disclose it to third parties, subject to certain exceptions; and (ii)
use such confidential information only in connection with the Transaction.
Pursuant to the First Confidentiality Agreement, DPM also agreed to customary
non-solicitation restrictions and standstill obligations. The confidentiality
obligations under the First Confidentiality Agreement will remain in force
until 13 January 2026.
Subsequently, DPM and Adriatic entered into a second confidentiality agreement
on 11 April 2025 (the "Second Confidentiality Agreement") in connection with
the Transaction, pursuant to which, among other things, Adriatic has
undertaken to: (i) keep information relating to the Transaction and DPM's
group confidential and not to disclose it to third parties, subject to certain
exceptions; and (ii) use such confidential information only in connection with
the Transaction. Pursuant to the Second Confidentiality Agreement, Adriatic
also agreed to customary non-solicitation restrictions. The confidentiality
obligations under the Second Confidentiality Agreement will remain in force
until 11 April 2027.
Co-operation Agreement
On 13 June 2025, DPM and Adriatic entered into the Co-operation Agreement,
pursuant to which, amongst other things:
a) DPM and Adriatic have agreed to use their respective reasonable
endeavours to satisfy any regulatory Conditions (being the Conditions set out
in paragraphs 5 to 7 of Part 1 of Appendix 1) as soon as practicable following
the date of this Announcement and in any event in sufficient time to enable
the Effective Date to occur by the Long Stop Date;
b) DPM and Adriatic have agreed certain customary undertakings to
cooperate in relation to such regulatory clearances and authorisations; and
c) DPM has agreed to provide Adriatic with certain information for the
purposes of the Scheme Document and otherwise assist with the preparation of
the Scheme Document and Adriatic has agreed to provide DPM with certain
information for the purposes of the DPM shareholder circular and otherwise
assist with the preparation of the DPM Information Circular.
Under the terms of Co-operation Agreement DPM has agreed to pay a reverse
break fee to Adriatic of (A) US$15,000,000 in the event that the DPM
Shareholder Resolution is not approved by the requisite majority of votes cast
by DPM Shareholders at the DPM Special Meeting (or at any adjournment or
postponement thereof) at which the DPM Shareholder Resolution has been
presented to the DPM Shareholders for approval; or (B) US$37,500,000 in the
event that: (i) the Acquisition is implemented by way of the Scheme, the
Scheme has been approved by the requisite majority at the Court Meeting and
the Adriatic Resolutions have been approved by the Adriatic Shareholders at
the Adriatic General Meeting but that DPM Shareholder Resolution has not been
presented to and approved by the DPM Shareholders before 10.00 p.m. on the
Long Stop Date; or (ii) if there is a DPM Board Adverse Recommendation Change.
The Co-operation Agreement also records the intention of both Adriatic and DPM
to implement the Transaction by way of a Scheme, subject to DPM's right to
switch to a Takeover Offer (subject to the consent of the Panel, where
necessary, and in accordance with and subject to the terms of the Co-operation
Agreement).
The Co-operation Agreement also contains provisions that will apply in respect
of the Adriatic Share Incentive Plan and certain other employee-related
matters as described in paragraph 14 above, as well as in respect of the
provision of directors' and officers' insurance cover to certain Adriatic
directors, officers and employees.
The Co-operation Agreement is capable of termination in certain circumstances,
including, amongst other things:
· if DPM and Adriatic so agree in writing
at any time prior to the Effective Date;
· if the DPM Shareholder Resolution is
presented to DPM Shareholders for approval, but such approval is not obtained,
at the DPM Special Meeting or at any adjournment or postponement thereof;
· upon service of written notice by DPM to
Adriatic, if prior to the Long Stop Date, any Condition which has not been
waived is (or has become) incapable of satisfaction by the Long Stop Date
(and, if it is capable of waiver, DPM has stated in writing that it will not
waive the relevant Condition); or any Condition which is incapable of waiver
is incapable of satisfaction by the Long Stop Date, in each case in
circumstances where the invocation of the relevant Condition (or confirmation
that the Condition is incapable of satisfaction, as appropriate) has been
permitted by the Panel;
· upon service of written notice by DPM to
Adriatic if prior to the Long Stop Date: (i) a third party announces a firm
intention to make an offer or revised offer for Adriatic which is recommended
by the Adriatic Directors; (ii) a competing third party offer for Adriatic
completes, becomes effective or is declared or becomes unconditional; or (iii)
the Adriatic Directors change their recommendation in certain circumstances;
· upon service of written notice by DPM to
Adriatic, if the Transaction (whether implemented by way of Scheme or by way
of a Takeover Offer) is withdrawn, terminates or lapses in accordance with its
terms and (where required) with the permission of the Panel, unless such lapse
or withdrawal: (i) is as a result of DPM's exercise of the right to switch to
a Takeover Offer; or (ii) where it is otherwise to be followed within five
Business Days by a firm offer announcement made by DPM or any person acting in
concert with DPM by a different offer or scheme of arrangement on
substantially the same or improved terms;
· unless otherwise agreed by the parties in
writing or required by the Panel, if the Effective Date has not occurred on or
before the Long Stop Date; or on the Effective Date; or
· upon service of written notice by
Adriatic to DPM, if a DPM Board Adverse Recommendation Change occurs prior to
the DPM Special Meeting.
Structure of and conditions to the transaction
It is intended that the Transaction will be implemented by way of a
court-sanctioned scheme of arrangement between Adriatic and the Scheme
Shareholders under Part 26 of the Companies Act.
The purpose of the Scheme is to provide for DPM to become the owner of the
entire issued and to be issued share capital of Adriatic. In order to achieve
this, the Scheme Shares will be transferred to DPM under the Scheme, in
consideration for which the Scheme Shareholders will receive the Consideration
on the basis set out in paragraph 0 (The Transaction ) of this
Announcement. The transfer of the Scheme Shares to DPM will result in Adriatic
becoming a wholly owned subsidiary of DPM.
The Transaction is subject to the Conditions and certain further terms set out
in 0 (Conditions to and Certain Further Terms of the Transaction ) to this
Announcement and to the full terms and conditions which will be set out in the
Scheme Document, which Adriatic Shareholders are urged to read in full, and
the Scheme will only become Effective if, among other things, the following
events occur on or before the Long Stop Date:
· a resolution to approve the Scheme is
passed by a majority in number of the Scheme Shareholders present and voting
(and entitled to vote) at the Court Meeting, either in person or by proxy,
representing not less than seventy-five per cent. in value of the Adriatic
Shares voted by such Scheme Shareholders;
· the Adriatic Resolutions are passed by
the requisite majority of Adriatic Shareholders present and voting (and
entitled to vote) at the Adriatic General Meeting, either in person or by
proxy;
· the DPM Shareholder Resolution is passed
by a simple majority of the votes cast by DPM Shareholders represented in
person or by proxy at the DPM Special Meeting and such DPM Shareholder
Resolution remaining valid;
· following the Adriatic Meetings and
satisfaction and/or waiver (where applicable) of the other Conditions, the
Scheme is sanctioned (with or without modification, and, if with modification,
on terms agreed by DPM and Adriatic) by the Court; and
· following such sanction, the Court Order
is delivered to the Registrar of Companies for registration.
In addition, the Scheme will lapse and the Transaction will not proceed if,
among other things:
· the Adriatic Meetings are not held on or before
the 22nd day after the expected date of such meetings, which will be set out
in the Scheme Document in due course (or such later date as may be agreed in
writing by DPM and Adriatic, or in a competitive situation, as may be
specified by DPM, in each case, with the consent of the Panel and, if
required, the Court);
· the Scheme Court Hearing is not held on or before
the 22nd day after the expected date of such hearing, which will be set out in
the Scheme Document in due course (or such later date as may be agreed in
writing by DPM and Adriatic, or in a competitive situation, as may be
specified by DPM, in each case, with the consent of the Panel and, if
required, the Court); or
· the Scheme does not become unconditional and
effective on or before the Long Stop Date.
Upon the Scheme becoming effective: (i) it will be binding on all Scheme
Shareholders (including, for the avoidance of doubt, those Adriatic CDI
Holders who are entitled to instruct CDN to vote by executing and delivering a
CDI Voting Instruction Form), irrespective of whether or not they attended or
voted, or instructed CDN to attend or vote, at the Court Meeting (and if they
attended and voted, or instructed CDN, whether or not they voted, or
instructed that CDN vote, in favour); and (ii) share certificates in respect
of Adriatic Shares and CHESS holding statements or uncertificated holding
statements for Adriatic CDIs will cease to be valid and should be destroyed,
and entitlements to Adriatic Shares held within the CREST system and to
Adriatic CDIs within the CHESS system will be cancelled.
Any Adriatic Shares issued before the Scheme Record Time will be subject to
the terms of the Scheme. The Adriatic Resolutions to be proposed at the
Adriatic General Meeting will, among other things, provide that the Adriatic
Articles be amended to incorporate provisions requiring any Adriatic Shares
issued after the Scheme Record Time (other than to DPM and/or its nominees) to
be automatically transferred to DPM on the same terms as the Transaction
(other than terms as to timings and formalities). The provisions of the
Adriatic Articles (as amended) will avoid any person (other than DPM and its
nominees) holding shares in the capital of Adriatic after the Effective Date.
The terms of the Scheme will provide that the Adriatic Shares will be acquired
under the Scheme fully paid and free from all liens, equitable interests,
charges, encumbrances, options, rights of pre-emption and any other third
party rights or interests of any nature whatsoever and together with all
rights attaching thereto, including the right to receive and retain all
dividends and other distributions and returns of value declared, paid or made
after the Effective Date.
It is expected that the Scheme Document, containing further information about
the Transaction and notices of the Court Meeting and Adriatic General Meeting,
together with the Forms of Proxy (for Adriatic Ordinary Shareholders), CDI
Voting Instruction Forms (for Adriatic CDI Holders) and forms of election in
respect of the Mix and Match Facility, will be mailed or emailed (as
applicable) to Adriatic Shareholders as soon as reasonably practicable.
The Scheme Document will also contain the expected timetable for the
Transaction, specify the necessary actions to be taken by Adriatic
Shareholders (including Adriatic CDI Holders), and set out how Adriatic
Shareholders can hold, access and trade their interests in New DPM Shares. The
Scheme is expected to become Effective during the fourth quarter of 2025,
subject to the satisfaction (or, where applicable, waiver) of all relevant
Conditions and further terms set out in 0 (Conditions to and Certain Further
Terms of the Transaction ).
The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and to the conditions and further terms
set out in this Announcement and the Scheme Document. The Transaction and the
Scheme will be subject to the applicable requirements of the Takeover Code,
the Panel, the LSE, the FCA, the TSX, the ASX and applicable securities laws.
It is expected that the DPM Information Circular, containing further
information about the Transaction and notice of the DPM Special Meeting, will
be mailed to DPM Shareholders at or around the same time as the Scheme
Document or soon thereafter. It is also expected that the DPM Special Meeting
will be held on the same day as the Adriatic Meetings.
DPM reserves the right to elect, with the consent of the Panel, to implement
the Transaction by way of a Takeover Offer. If the Transaction is effected by
way of a Takeover Offer, such Takeover Offer will be implemented on the same
terms (subject to appropriate amendments as described in Part 2 of
0 (Conditions to and Certain Further Terms of the Transaction )), so far as
applicable, as those which would apply to the Scheme. If any such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, DPM intends to exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Adriatic Shares in respect of which the Takeover
Offer has not been accepted.
Delisting and re-registration
Prior to the Scheme becoming effective, it is intended that applications will
be made to: (a) the LSE to cancel trading in Adriatic Shares on its main
market for listed securities; (b) the FCA to cancel the listing of the
Adriatic Shares from the Official List; and (c) the ASX to terminate the
quotation of Adriatic CDIs on the ASX and remove Adriatic from the Official
List of the ASX, in each case with effect from or shortly following the
Effective Date.
It is expected that the last day of dealings in, and registration of transfers
of, Adriatic Shares on the LSE will be the Business Day immediately prior to
the Effective Date and no transfers will be registered after 6.00 p.m. (London
time) on that date.
After the Scheme Record Time and before the Scheme becomes Effective,
entitlements to Adriatic Shares in CREST will be cancelled and such
entitlements dematerialized. On the Effective Date, all share certificates in
respect of the Adriatic Shares will cease to be valid and should be destroyed.
It is expected that the de-listing and cancellation of admission to trading of
Adriatic Shares would take effect on the Business Day after the Effective
Date.
Adriatic CDIs are currently traded on the ASX. It is intended that a request
will be made to the ASX to suspend trading in Adriatic CDIs on the ASX and
delist the Adriatic CDIs from the ASX, with the suspension expected to take
effect at close of trading on the day falling two ASX trading days before the
Scheme Record Date and the de-listing expected to take effect on or shortly
after the Effective Date.
As soon as possible after the Effective Date, it is intended that Adriatic
will be re-registered as a private company under the relevant provisions of
the Companies Act.
Listing of the New DPM Shares
Once the Scheme has become Effective, New DPM Shares will be allotted to
former Adriatic Shareholders.
As set out in paragraph 0 in 0 of 0 (Conditions to and Certain Further Terms
of the Transaction ) to this Announcement, it is a condition of the
Transaction that the approval of the TSX shall have been obtained for the
listing of the New DPM Shares to be issued to Adriatic Shareholders as part of
the Consideration.
Prior to the Scheme becoming effective, it is intended that an application
will be made to the TSX in respect of the listing of the New DPM Shares on the
TSX. Listing of the New DPM Shares on the TSX will be subject to the approval
of the TSX and fulfilling all its listing requirements.
Further details on listing, dealing and settlement will be included in the
Scheme Document.
Fractional entitlements
Fractions of New DPM Shares will not be allotted or issued to Adriatic
Shareholders pursuant to the Transaction. Instead, Adriatic Shareholders who
otherwise would have received a fraction of a New DPM Share will receive an
amount in cash rounded to the nearest penny, based on the amount obtained by
multiplying such fraction by the average Closing Price of DPM Shares on the
TSX on each of the five consecutive trading days ending on the trading day
which is two trading days prior to the Effective Date, except that individual
entitlements of less than £5.00 will not be paid but will be retained for the
benefit of the Combined Group.
Consents
BMO, Macquarie Capital and RBC Capital Markets have each given and not
withdrawn their consent to the publication of this Announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.
Disclosure of Interests
As at close of business on the Business Day prior to the date of this
Announcement, save for the irrevocable undertakings referred to in
paragraphs 0 (Recommendation of the Adriatic Directors and Irrevocable
Undertakings) and 0 (Irrevocable Undertakings and Voting Support Agreements)
above, neither DPM, nor any of its directors, nor any person acting in concert
(within the meaning of the Takeover Code) with DPM:
· has any interest in, or right to
subscribe for, any Adriatic Shares nor does any such person have any short
position in Adriatic Shares, including any short position under a derivative,
any agreement to sell, any delivery obligation or right to require another
person to purchase or take delivery of Adriatic Shares;
· has borrowed or lent any Adriatic Shares
or entered into any financial collateral arrangements relating to Adriatic
Shares; or
· is party to any dealing of the kind
referred to in Note 11 on the definition of acting in concert in the Takeover
Code in relation to the relevant securities of Adriatic.
"Interests" for these purposes arise, in summary, when a person has long
economic exposure, whether absolute or conditional, to changes in the price of
securities (and a person who only has a short position in securities is not
treated as interested in those securities).
Documents available for inspection
Copies of the following documents will by no later than 12 noon (London time)
on 13 June 2025 be published on DPM's and Adriatic's websites at
https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/
(https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/) and
https://www.adriaticmetals.com/investors/offer/
(https://www.adriaticmetals.com/investors/offer/) until the Scheme has become
Effective or has lapsed or been withdrawn:
· this Announcement;
· the investor presentation;
· the irrevocable commitments referred to
in paragraphs 0 (Recommendation of the Adriatic Directors and Irrevocable
Undertakings) and 0 (Irrevocable Undertakings and Voting Support Agreements)
above and further described in 0 (Details of Irrevocable Undertakings ) to
this Announcement; and
· the Confidentiality Agreements;
· the Co-operation Agreement;
· the deal-contingent hedging agreement
entered into with BMO; and
· the written consents of BMO and RBC
Capital Markets.
The contents of any website referred to in this Announcement or accessible
from hyperlinks set out in this Announcement are not incorporated into and do
not form part of this Announcement.
General
DPM reserves the right to elect, with the consent of the Panel, to implement
the Transaction by way of a Takeover Offer for the entire issued and to be
issued share capital of Adriatic not already held by DPM as an alternative to
the Scheme.
If the Transaction is effected by way of a Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, DPM intends: (i) that an application will be made
to: (a) the LSE to cancel trading in Adriatic Shares on its main market for
listed securities; (b) the FCA to cancel the listing of the Adriatic Shares
from the Official List; and (c) the ASX to terminate the quotation of Adriatic
CDIs on the ASX and remove Adriatic from the Official List of the ASX, in each
case with effect from or shortly following the Effective Date; and (ii) to
exercise its rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining Adriatic Shares in
respect of which the Takeover Offer has not been accepted.
In the event that the Transaction is to be implemented by way of a Takeover
Offer, the Adriatic Shares will be acquired pursuant to the Takeover Offer
fully paid and free from all liens, charges, equitable interests, encumbrances
and rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto. Any new Adriatic Shares issued to
DPM pursuant to the Scheme will be issued on the same basis, other than as
specified in this Announcement.
The Transaction will be subject to the Conditions and certain further terms
set out in this Announcement, including 0 (Conditions to and Certain Further
Terms of the Transaction ) to this Announcement, and to the full terms and
conditions which will be set out in the Scheme Document. 0 (Sources of
Information and Bases of Calculation ) to this Announcement contains the
bases of calculation and sources of certain information contained in this
Announcement. Details of the irrevocable undertakings received by DPM in
connection with the Transaction are set out in 0 (Details of Irrevocable
Undertakings ) to this Announcement. Certain terms used in this Announcement
are defined in 0 (Definitions ) to this Announcement.
Enquiries
DPM
Dundee Precious Metals Inc +1 416 219 6177
David Rae and Jennifer Cameron
BMO (Financial Adviser to DPM) +44 (0) 207 236 1010
Gary Mattan, Thomas Rider and Nick Macann
Tavistock (Financial PR to DPM) +44 (0) 207 920 3150
Gareth Tredway and Tara Vivian-Neal
Adriatic
Adriatic Metals plc via Burson Buchanan
Laura Tyler and Michael Horner
RBC Capital Markets (Joint Financial Adviser and Corporate Broker) +44 (0) 20 7653 4000
Farid Dadashev, Mark Preston, James Agnew and Samuel Jackson
Macquarie Capital (Joint Financial Adviser) +44 (0) 20 3037 2000
Michael Clifton, Magnus Scaddan and Peter Cho
Stifel Nicolaus Europe Limited (Capital Markets Adviser) +44 (0) 20 7710 7600
Ashton Clanfield, Varun Talwar
Burson Buchanan +44 (0) 20 7466 5000
Bobby Morse and Christopher Jones adriatic@buchanan.uk.com (mailto:adriatic@buchanan.uk.com)
BMO is acting as financial adviser to DPM in connection with the Transaction.
RBC Capital Markets is acting as joint financial adviser to Adriatic in
connection with the Transaction. Macquarie Capital (Europe) Limited is acting
as joint financial adviser to Adriatic in connection with the Transaction.
Bryan Cave Leighton Paisner LLP is acting as UK legal adviser to DPM in
connection with the Transaction. Cassels Brock & Blackwell LLP is acting
as Canadian legal adviser to DPM in connection with the Transaction. Gilbert +
Tobin is acting as Australian legal adviser to DPM in connection with the
Transaction. Herbert Smith Freehills Kramer LLP is acting as UK and Australian
legal adviser to Adriatic in connection with the Transaction. Stikeman Elliott
LLP is acting as Canadian legal adviser to Adriatic in connection with the
Transaction.
Inside information
This Announcement contains inside information as stipulated under the Market
Abuse Regulation No. 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via an RNS, this inside information is now considered to be in
the public domain.
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer or invitation, or the
solicitation of any offer or invitation, to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities of DPM or Adriatic in any jurisdiction pursuant to the Transaction
in contravention of applicable law.
The Transaction will be made and implemented solely pursuant to the terms of
the Scheme Document (or if the Transaction is implemented by way of a Takeover
Offer, the Offer Document), which, together with the Forms of Proxy, will
contain the full terms and conditions of the Transaction and details of how to
vote in respect of the Transaction. Any vote or other decision in respect of,
or other response to, the Transaction (including any vote in respect of the
resolutions to be proposed at the Adriatic Meetings to approve the
Transaction, the Scheme or related matters) should be made only on the basis
of the information contained in the Scheme Document (or if the Transaction is
implemented by way of a Takeover Offer, the Offer Document).
Adriatic and DPM will prepare the Scheme Document (or if the Transaction is
implemented by way of a Takeover Offer, the Offer Document) to be distributed
to Adriatic Shareholders. Adriatic and DPM urge Adriatic Shareholders to read
the Scheme Document (or if the Transaction is implemented by way of a Takeover
Offer, the Offer Document) when it becomes available because it will contain
important information relating to the Transaction.
Any vote in respect of resolutions to be proposed at the Adriatic Meetings to
approve the Transaction, the Scheme or related matters, should be made only on
the basis of the information contained in the Scheme Document.
This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document for the purposes of Article 1(4) or (5) of
the UK Prospectus Regulation.
This Announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments.
The Transaction may have tax consequences for Adriatic Shareholders. Adriatic
Shareholders are urged to consult with their own legal, tax and financial
advisers in connection with making a decision regarding this Transaction.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them.
Publication shall not give rise to any implication that there has been no
change in the facts set forth in this Announcement since such date.
Disclaimers
BMO, which is authorised and regulated by the FCA 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 the 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 affiliates 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 contained
herein or otherwise.
RBC Europe Limited (trading as RBC Capital Markets), which is authorised by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively as financial adviser to Adriatic and no one else in
connection with the Transaction and will not be responsible to anyone other
than Adriatic for providing the protections afforded to its clients nor for
providing advice in relation to the matters referred to in this announcement.
Neither RBC Europe Limited nor any of its affiliates, directors or employees
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, tort, in delict, under
statute or otherwise) to any person who is not a client of RBC Europe Limited
in connection with the Transaction or any matter referred to herein.
Macquarie Capital, which is regulated by the Financial Conduct Authority in
the United Kingdom, is acting as financial adviser exclusively
for Adriatic and no one else in connection with the matters set out in this
Announcement. In connection with such matters, the Macquarie Group will not
regard any other person as their client, nor will they be responsible to any
other person for providing the protections afforded to their clients or for
providing advice in connection with the contents of this Announcement or any
other matter referred to herein. To the maximum extent permitted by law, no
member of Macquarie Group 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
Macquarie Capital in connection with the matters set out in this Announcement,
any statement contained herein or otherwise. Macquarie Capital (Europe)
Limited is not an authorised deposit-taking institution for the purposes of
the Banking Act 1959 (Commonwealth of Australia), and its obligations do not
represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008
583 542. Any investments are subject to investment risk including possible
delays in repayment and loss of income and principal invested. Macquarie Bank
Limited does not guarantee or otherwise provide assurance in respect of the
obligations of Macquarie Capital (Europe) Limited.
Stifel, which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom, is acting exclusively for Adriatic and for no one else
in connection with the subject matter of this Announcement and will not be
responsible to anyone other than Adriatic or providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this Announcement. Neither Stifel, nor any of its affiliates, 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 Stifel in connection with this Announcement, any
statement contained herein or otherwise.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Overseas jurisdictions
The availability of the Transaction and/or the New DPM Shares, and the
release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom or Australia may be restricted by
law. Any persons who are subject to the laws of any jurisdiction other than
the United Kingdom or Australia should inform themselves about, and observe
any applicable legal or regulatory requirements.
In particular, the ability of persons who are not citizens of or resident in
the United Kingdom or Australia, or who are subject to the laws of another
jurisdiction, to vote their Adriatic Shares with respect to the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy or CDI Voting
Instruction Forms appointing or instructing (as applicable) another to vote at
the Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens.
Persons who are not resident in the United Kingdom or Australia should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Transaction disclaim any responsibility or liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
Unless otherwise determined by DPM or required by the Takeover Code, and
permitted by applicable law and regulation, the Transaction will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction and no person may vote in
favour of the Transaction by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of, or require registration thereof in, that
jurisdiction. Persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send such
documents in or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Transaction. If the
Transaction is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, in whole or in part, directly or indirectly, in or into or from, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.
The availability of New DPM Shares pursuant to the Transaction to Adriatic
Shareholders who are not resident in the United Kingdom or the ability of
those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. Adriatic
Shareholders who are in any doubt about such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document. Adriatic Shareholders are advised to read carefully the
Scheme Document and related Forms of Proxy (for Adriatic Ordinary
Shareholders) or CDI Voting Instruction Forms (for Adriatic CDI Holders) once
these have been mailed.
The Transaction will be subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Panel, the
LSE, the FCA, the TSX, the ASX and applicable securities laws.
Notice to Australian Adriatic CDI Holders
The New DPM Shares to be offered to Adriatic Shareholders under the
Transaction are proposed to be offered in Australia in reliance on ASIC
Corporations (Compromises or Arrangements) Instrument 2015/358 which provides
disclosure relief for the offer of securities for issue or sale under a
foreign compromise or arrangement made in accordance with the laws in force
in the United Kingdom, being an eligible foreign country. Neither this
Announcement nor any other offering or marketing material relating to the
Scheme, the New DPM Shares constitutes a disclosure document, prospectus,
scheme booklet or product disclosure statement under Part 5.1, Part 6D.2 or
Chapter 7 of the Australian Corporations Act 2001 (Cth) and this Announcement
has not been, and will not be, lodged with the Australian Securities and
Investments Commission. This Announcement does not contain the information
required to be contained in a disclosure document, prospectus, scheme booklet
or product disclosure statement for the purposes of the Australian
Corporations Act. Neither this Announcement, nor any other offering or
marketing material relating to the New DPM Shares or the Transaction, may be
made available or distributed in Australia other than to Adriatic Shareholders
with a registered address in Australia and their advisors and in compliance
with Australian law. Failure to comply with this restriction may contravene
applicable Australian law.
If, in the future, DPM exercises its right to implement the Transaction by way
of a Takeover Offer and determines to extend such Takeover Offer into
Australia, DPM may seek relief from the Australian Securities and Investments
Commission from the disclosure and secondary sale requirements of Chapters
6D.2 and 6D.3 of the Australian Corporations Act in order to distribute the
Offer Document to Adriatic Shareholders in Australia in respect of Adriatic
CDIs listed on the ASX.
The Scheme Document will contain further information about the Transaction and
the treatment of Adriatic CDI Holders, including steps to be taken by Adriatic
CDI Holders to complete and return CDI Voting Instruction Forms and otherwise
participate in the Scheme.
Notice to Adriatic US Shareholders
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the Companies Act. The
New DPM Shares to be issued pursuant to the Transaction have not been
registered under the US Securities Act or under any laws or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the US Securities Act.
The New DPM Shares to be issued pursuant to this Transaction by means of a
scheme of arrangement are intended to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act, pursuant to the
exemption from registration set forth in Section 3(a)(10) thereof. A
transaction effected by a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to the disclosure requirements and practices applicable
to schemes of arrangement involving a target company incorporated in England
and listed on the LSE and the ASX, which differ from the disclosure
requirements of the US tender offer rules.
For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10) thereunder,
Adriatic will advise the Court that its sanctioning of the Scheme will be
relied on by DPM as an approval of the Scheme following a hearing on the
fairness of the terms and conditions of the Scheme to Adriatic Shareholders,
at which Court hearing all Adriatic Shareholders are entitled to attend in
person or through counsel to support or oppose the sanctioning of the Scheme
and with respect to which notification has been given to all such holders.
If, in the future, DPM exercises its right to implement the Transaction by way
of a Takeover Offer and determines to extend such Takeover Offer into the
United States, such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including, without limitation, to the
extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder, and subject, in the case of participation by Adriatic Shareholders
resident in the United States, to the availability of an exemption (if any)
from the registration requirements of the US Securities Act and of the
securities laws of any state or other jurisdiction of the United States. Such
Takeover Offer would be made by DPM and no one else.
In accordance with normal United Kingdom practice, and pursuant to Rule
14e-5(b) of the US Exchange Act, DPM or its nominees, or its brokers (acting
as agents), may from time to time make certain purchases of, or arrangements
to purchase, shares or other securities of Adriatic outside of the US, other
than pursuant to the Transaction, until the date on which the Transaction
and/or Scheme becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .
Neither the SEC nor any US state securities commission or any other US
regulatory authority has approved or disapproved of the New DPM Shares to be
issued in connection with the Transaction, or determined if this Announcement
is truthful or complete. Any representation to the contrary is a criminal
offence in the United States.
It may be difficult for Adriatic US Shareholders to enforce their rights and
any claims arising out of the US federal securities laws in connection with
the Transaction, since DPM and Adriatic are incorporated under the laws of a
non-US jurisdiction, some or all of their respective directors and officers
may be residents of a non-US jurisdiction, and a substantial portion of DPM's
and Adriatic's assets and these non-resident persons will be located outside
of the United States. Adriatic US Shareholders may not be able to sue a non-US
company or its directors and officers in a non-US court for violations of the
US federal securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to the jurisdiction or
judgment of a US court.
Any financial statements or certain other financial information (other than
Non-GAAP financial measures), refer to the "Non-GAAP Financial Measures"
section of DPM's TSX press release for more information) and the Scheme
Document (or, if the Transaction is implemented by way of a Takeover Offer,
the Offer Document) has been or will have been prepared in accordance with (i)
with respect to Adriatic, accounting standards applicable in the United
Kingdom, and (ii) with respect to DPM, IFRS Accounting Standards, that, in
each case, may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with US GAAP.
US GAAP differs in certain significant respects from accounting standards
applicable in the United Kingdom as well as IFRS Accounting Standards. None of
the financial statements or other financial information relating to Adriatic
in this Announcement has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards of the
Public Company Accounting Oversight Board (United States).
DPM's mineral reserves and mineral resources and the Vareš mineral reserves
and mineral resources derived from the Technical Report are prepared in
accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and
Petroleum - Definition Standards adopted by CIM Council on 10 May 2014, as
required by Canadian securities regulatory authorities. Adriatic's mineral
resource and ore reserve estimates are prepared according to the Australian
Code for Reporting Exploration Results, Mineral Resources and Ore Reserves
standard and guidelines publishes and maintained by the Joint Ore Reserves of
the Australian Institute of Mining and Metallurgy, Australian Institute of
Geoscientists and Minerals Council of Australia. There are differences between
the standards and terms used for reporting mineral reserves and mineral
resources in Canada, mineral resources and ore reserves under JORC 2012, and
mineral resources and mineral reserves reported in the United States pursuant
to the rules and regulations of the SEC. These standards differ from the
requirements of the SEC applicable to domestic United States reporting
companies. Accordingly, information reported by DPM and Adriatic on their
mineral deposits may not be comparable to similar information made public by
United States companies subject to the reporting and disclosure requirements
under the United States federal securities laws and the rules and regulations
thereunder.
Adriatic US Shareholders should also be aware that the Transaction may have
tax consequences in the United States and that such consequences, if any, are
not described herein. Adriatic US Shareholders are urged to consult with their
own legal, tax and financial advisers in connection with making a decision
regarding this Transaction.
Cautionary Note Regarding Forward-Looking Statements
This Announcement (including information incorporated by reference into this
Announcement), oral statements made regarding the Transaction, and other
information published or to be published by DPM and/or Adriatic, contain
statements which are, or may be deemed to be, "forward-looking statements".
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/or 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 Announcement include
statements with respect to the financial condition, results of operations and
business of Adriatic and DPM and certain plans and objectives of DPM with
respect to Adriatic, the benefits of the Transaction to the parties and their
respective shareholders and/or other stakeholders, the results derived from
the Technical Report, 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 Adriatic and/or DPM (as applicable) in
light of their experience and their 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 cause actual results, performance,
actions, achievements or developments to differ materially 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 and/or Adriatic believe 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 you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this Announcement.
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 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 dispositions;
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 and Herzegovina, Serbia, Bulgaria and Ecuador
and other jurisdictions in which the DPM Group and Adriatic Group 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 ore 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
maintain 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 Boards of DPM and/or Adriatic and/ or the composition of their
respective workforces; safety and technology risks; exposures to terrorist
activity, IT 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 regulatory 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 filed by
DPM at www.sedarplus.ca (http://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
Announcement. 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.
Any forward-looking statement in this Announcement speaks only as at the date
of this Announcement. Neither DPM nor Adriatic, nor any of their 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 Announcement will actually occur.
Neither DPM nor Adriatic assumes any obligation to update or correct the
information contained in this Announcement (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 Adriatic or any person acting on their behalf are qualified by the
cautionary statements herein.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. 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 that 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 Position 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 Takeover Code, any person who is, or becomes,
interested in one per cent. 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 securities 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, save
to the extent that these details have previously been disclosed under Rule 8
of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Takeover Code 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 of the Takeover
Code.
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 of the Takeover Code).
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 (http://www.thetakeoverpanel.org.uk) , including
details 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.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on DPM's website at
https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/
(https://dundeeprecious.com/investors/possible-offer-for-adriatic-metals/) and
Adriatic's website at https://www.adriaticmetals.com/investors/offer/
(https://www.adriaticmetals.com/investors/offer/) by no later than 12 noon
(London time) on the first Business Day following the date of this
Announcement. This Announcement will also be filed and available under DPM's
profile on the Canadian System for Electronic Document Analysis and Retrieval
+, accessible without charge at www.sedarplus.ca. For the avoidance of doubt,
neither the contents of these websites nor the contents of any websites
accessible from any hyperlinks are incorporated into or form part of this
Announcement.
No profit forecasts, profit estimates or quantified financial benefits
statements
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for Adriatic or DPM for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for Adriatic or DPM respectively.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, DPM confirmed that as at the
close of business on 19 May 2025 (being the Business Day prior to the
commencement of the Offer Period) its issued share capital consisted of
167,114,873 common shares (excluding shares held in treasury) holding one for
one voting rights as admitted and listed on the TSX. The International
Securities Identification Number for DPM's common shares is CA2652692096.
There are no DPM Shares held in treasury.
In accordance with Rule 2.9 of the Takeover Code, as at the close of business
on 19 May 2025 (being the Business Day prior to the commencement of the Offer
Period), Adriatic confirmed that it had in issue 345,295,293 ordinary shares
of GBP 0.01 each with voting rights and admitted to trading on LSE under the
ISIN code GB00BL0L5G04.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Adriatic Shareholders,
persons with information rights and participants in the Adriatic Share
Incentive Plan may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) by contacting
Adriatic's registrar, Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, United Kingdom by telephoning 0370 702
0000, if calling from within the United Kingdom, or +44 (0) 370 702 0000, if
calling from outside the United Kingdom. Lines are open between 8:30am and
5:30pm, Monday to Friday, excluding public holidays in England and Wales.
Adriatic CDI Holders in Australia may contact Computershare at 1300 850 505
(within Australia) or +61 3 9415 4000 (outside Australia) or by submitting a
request in writing to Computershare Investor Services Pty Ltd, GPO Box 2975,
Melbourne, VIC 3001, Australia. Enquiry lines are open between 8:30amAEST and
5:00pmAEST, Monday to Friday, excluding public holidays in Australia.
For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Transaction be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Adriatic Shareholders, persons with information rights and other
relevant persons in connection with the receipt of communications from
Adriatic may be provided to DPM during the Offer Period as requested under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.
Scientific and Technical Information
The scientific and technical information derived from the Technical Report
have been prepared by, or under the supervision of, the QPs listed in DPM's
TSX press release attached hereto as Appendix 6.
Conditions to and Certain Further Terms of the Transaction
Conditions to the Scheme and the Transaction
Long Stop Date
The Transaction will be conditional upon the Scheme becoming unconditional and
becoming effective, subject to the provisions of the Takeover Code, by no
later than 11.59 p.m. (London time) on the Long Stop Date, or such later date
(if any) as Adriatic and DPM may agree, with the consent of the Panel, and (if
so required) the Court may allow.
Scheme approval
The Scheme will be conditional upon:
(i) its approval by a majority in number of Adriatic Shareholders who are on
the register of members of Adriatic at the Scheme Voting Record Time who are
present and vote (and entitled to vote), whether in person or by proxy, at the
Court Meeting, and who represent not less than seventy-five per cent. in value
of the Scheme Shares held by such Adriatic Shareholders; and (ii) such Court
Meeting, or any adjournment thereof, being held on or before the 22nd day
after the expected date of the Court Meeting, to be set out in the Scheme
Document in due course (or such later date, if any, (a) as may be agreed in
writing between DPM and Adriatic, or (b) (in a competitive situation) as may
be specified by DPM and, in each case, with the consent of the Panel, and that
(if so required) the Court may allow);
(i) the Adriatic Resolutions being duly passed by the requisite majority at
the Adriatic General Meeting or at any adjournment of that meeting; and
(ii) such Adriatic General Meeting, or any adjournment thereof, being held on
or before the 22nd day after the expected date of the Adriatic General
Meeting, to be set out in the Scheme Document in due course (or such later
date, if any, (a) as may be agreed in writing between DPM and Adriatic, or (b)
(in a competitive situation) as may be specified by DPM and, in each case,
with the consent of the Panel, and that (if so required) the Court may allow);
and
(i) the sanction of the Scheme by the Court (with or without modification by
the Court but subject to any such modification being acceptable to DPM and
Adriatic); (ii) the Scheme Court Hearing being held on or before the 22nd day
after the expected date of the Scheme Court Hearing, to be set out in the
Scheme Document in due course (or such later date, if any, (a) as may be
agreed in writing between DPM and Adriatic, or (b) (in a competitive
situation) as may be specified by DPM and, in each case, with the consent of
the Panel, and that (if so required) the Court may allow); and (iii) the
delivery of a copy of the Court Order to the Registrar of Companies.
General Conditions
In addition, DPM and Adriatic have agreed that the Transaction will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where capable
of waiver, waived.
DPM Shareholder approval
The DPM Shareholder Resolution being duly passed by a simple majority of the
votes cast by DPM Shareholders represented in person or by proxy at the DPM
Special Meeting and such DPM Shareholder Resolution remaining valid.
Canadian listing of New DPM Shares
In respect of the listing of the New DPM Shares on the TSX, receipt by DPM of
conditional approval from the TSX for the listing and posting for trading of
the New DPM Shares, subject only to customary conditions reasonably expected
to be satisfied (and such approval not having been withdrawn).
Bosnian Competition Clearance
5 The receipt by DPM of an unconditional approval of
the Transaction by the Bosnian Competition Council in accordance with the
Bosnian Competition Act, being the occurrence of one of the following:
the Bosnian Competition Council having issued a clearance decision (without
any terms, conditions, commitments or remedies) within 30 days of the date of
the resolution on completeness of the filing or such 30-day period having
expired without a decision being taken by the Bosnian Competition Council
(Phase I); or
if an in-depth investigation (Phase II) has been initiated, the Bosnian
Competition Council having issued a final decision (without any terms,
conditions, commitments or remedies) within a maximum three (3) months, plus
an additional three (3) months in the event of an official prolongation, of
the date of the commencement of the in-depth investigation or the three (3)
month, plus three (3) month (if applicable), time period having expired
without a final decision being issued by the Bosnian Competition Council.
Other third-party clearances
The waiver (or non-exercise within any applicable time limits) by any relevant
government or governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, court, trade agency,
association, institution, any entity owned or controlled by any relevant
government or state, or any other body or person whatsoever in any
jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Adriatic Group taken as a whole or in the context of the
Transaction) arising as a result of or in connection with the Scheme or the
Transaction.
All notifications, filings or applications which are necessary or reasonably
considered appropriate by DPM having been made in connection with the
Transaction and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Transaction or the
acquisition by any member of the Wider DPM Group of any shares or other
securities in, or control of, Adriatic and all authorisations, orders,
recognitions, grants, consents, determinations, licences, confirmations,
clearances, permissions, exemptions and approvals deemed necessary or
reasonably considered appropriate by DPM or any member of the Wider DPM Group
for or in respect of the Transaction including without limitation, its
implementation and financing, or the proposed direct or indirect acquisition
of any shares or other securities in, or control of, Adriatic or any member of
the Wider Adriatic Group by any member of the Wider DPM Group having been
obtained in terms and in a form reasonably satisfactory to DPM from all
appropriate Third Parties or persons with whom any member of the Wider
Adriatic Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, determinations,
licences, confirmations, clearances, exemptions, permissions and approvals
considered necessary or reasonably considered appropriate to carry on the
business of any member of the Wider Adriatic Group which are material in the
context of the Wider DPM Group or the Wider Adriatic Group as a whole or in
respect of the Transaction including, without limitation, its implementation
or financing remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Transaction becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with.
Other than in relation to the matters referred to in Condition 5, no Third
Party having given notice of a decision to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference
(and, in each case, not having withdrawn the same), or having required any
action to be taken, or otherwise having done anything, or having enacted, made
or proposed any statute, regulation, decision or order or change to published
practice, and there not continuing to be outstanding any statute, regulation,
decision or order or having taken any other action or step which would or
might reasonably be expected to:
require, prevent or delay the divestiture, or materially alter the terms
envisaged for any proposed divestiture by any member of the Wider DPM Group or
any member of the Wider Adriatic Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of them)
or to own any of their respective assets or properties or any part thereof
which, in any such case, is material in the context of the Wider DPM Group or
the Wider Adriatic Group in either case taken as a whole or in the context of
the Transaction;
require, prevent or delay the divestiture by any member of the Wider DPM Group
of any shares or other securities in Adriatic;
impose any material limitation on, or result in a material delay in, the
ability of any member of the Wider DPM Group directly or indirectly to acquire
or to hold or to exercise effectively any rights of ownership in respect of
shares or loans or securities convertible into shares or any other securities
(or the equivalent) in any member of the Wider Adriatic Group or the Wider DPM
Group or to exercise voting or management control over any such member;
otherwise adversely affect the business, assets, profits or prospects of any
member of the Wider DPM Group or of any member of the Wider Adriatic Group to
an extent which is material in the context of the Wider DPM Group or the Wider
Adriatic Group in either case taken as a whole or in the context of the
Transaction;
make the Scheme or the Transaction or, in each case, its implementation or the
acquisition or proposed acquisition by DPM or any member of the Wider DPM
Group of any shares or other securities in, or control of, Adriatic void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay,
challenge or otherwise interfere with the same, or impose additional
conditions or obligations with respect thereto;
require any member of the Wider DPM Group or the Wider Adriatic Group to offer
to acquire any shares or other securities (or the equivalent) or interest in
any member of the Wider Adriatic Group or the Wider DPM Group owned by any
third party;
impose any limitation on the ability of any member of the Wider Adriatic Group
to integrate or co-ordinate its business, or any part of it, with the
businesses of any other members which is adverse to and material in the
context of the Wider Adriatic Group taken as a whole or in the context of the
Transaction; or
result in any member of the Wider Adriatic Group ceasing to be able to carry
on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the Scheme or
the Transaction, or the acquisition or proposed acquisition of any Adriatic
Shares having expired, lapsed or been terminated.
Certain matters arising as a result of any arrangement, agreement etc.
Save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Adriatic
Group is a party or by or to which any such member or any of its assets may be
bound, entitled or subject, or any circumstance, which in consequence of the
Transaction, or the acquisition or proposed acquisition of any shares or other
securities (or equivalent) in Adriatic or because of a change in the control
or management of Adriatic or otherwise, could or might reasonably be expected
to result in any of the following (to an extent which is material and adverse
in the context of the Wider Adriatic Group or the Wider DPM Group, in either
case, taken as a whole or in the context of the Transaction):
any moneys borrowed by or any other indebtedness or liabilities (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
any such agreement, arrangement, licence, permit or instrument or the rights,
liabilities, obligations or interests of any such member thereunder being
terminated or adversely modified or affected or any obligation or liability
arising or any action being taken or arising thereunder;
any asset or interest of any such member being or failing to be disposed of or
charged or ceasing to be available to any such member or any right arising
under which any such asset or interest could be required to be disposed of or
charged or could cease to be available to any such member otherwise than in
the ordinary course of business;
the creation or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property, assets or interest of
any such member;
the rights, liabilities, obligations or interests of any such member in, or
the business of any such member with, any person, firm, company or body (or
any arrangement or arrangements relating to any such interest or business)
being terminated, adversely modified or affected;
the value of any such member or its financial or trading position or prospects
being prejudiced or adversely affected;
any such member ceasing to be able to carry on business under any name under
which it presently does so; or
the creation or acceleration of any liability, actual or contingent, by any
such member (including any material tax liability or any obligation to obtain
or acquire any material authorisation, order, grant, recognition,
determination, confirmation, consent, licence, clearance, permission,
exemption, approval, notice, waiver, concession, agreement or exemption from
any Third Party or any person), other than trade creditors or other
liabilities incurred in the ordinary course of business or in connection with
the Transaction,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Adriatic Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs 0 to 0 (inclusive) of this paragraph 0.
Certain events occurring since 31 December 2024
Save as Disclosed, no member of the Wider Adriatic Group having, since 31
December 2024:
save as between Adriatic and wholly-owned subsidiaries of Adriatic or for
Adriatic Shares issued under or pursuant to the vesting of awards or exercise
of options or rights granted under the Adriatic Share Incentive Plan (or
previous Adriatic share plans), issued, or agreed to issue, authorised or
proposed the issue of additional shares of any class;
save as between Adriatic and wholly-owned subsidiaries of Adriatic or for the
grant of options and awards and other rights under the Adriatic Share
Incentive Plan, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or to acquire, any such shares or convertible securities;
other than to another member of the Adriatic Group, recommended, declared,
paid or made any bonus issue, dividend or other distribution whether payable
in cash or otherwise;
save for intra-Adriatic Group transactions, merged or demerged with any body
corporate or acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised or
proposed or announced any intention to propose any merger, demerger,
acquisition or disposal, transfer, mortgage, charge or security interest, in
each case, other than in the ordinary course of business and, in each case, to
the extent material in the context of the Wider Adriatic Group taken as a
whole or in the context of the Transaction;
save for intra-Adriatic Group transactions, made or authorised or proposed or
announced an intention to propose any change in its loan capital, in each
case, to the extent material in the context of the Wider Adriatic Group taken
as a whole or in the context of the Transaction;
save for intra-Adriatic Group transactions, issued, authorised or proposed the
issue of any debentures or, save in the ordinary course of business, incurred
or increased any indebtedness or become subject to any contingent liability;
purchased, redeemed or repaid or announced any proposal to purchase, redeem or
repay any of its own shares or other securities or reduced or, save in respect
to the matters mentioned in sub-paragraph 0 or 0 of this paragraph 0, made any
other change to any part of its share capital, in each case, to the extent
material in the context of the Wider Adriatic Group taken as a whole or in the
context of the Transaction;
other than pursuant to the Transaction and save for intra-Adriatic Group
transactions, implemented, or authorised, proposed or announced its intention
to implement, any reconstruction, merger, demerger, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in the ordinary
course of business;
entered into or changed the terms of any contract with any director or senior
executive of any member of the Wider Adriatic Group;
entered into or varied or authorised, proposed or announced its intention to
enter into or vary any contract, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which involves or could
involve an obligation of such a nature or magnitude which is other than in the
ordinary course of business and, in each case, is material or would likely be
material in the context of the Wider Adriatic Group taken as a whole or in the
context of the Transaction;
(other than in respect of a member which is dormant and was solvent at the
relevant time) taken any corporate action or steps or had any legal
proceedings started or threatened against it in relation to the suspension of
payments, a moratorium of any indebtedness, or petition presented or made for
its winding-up, dissolution or reorganisation or for the appointment of a
receiver, administrative receiver, administrator, manager, trustee or similar
officer of all or any part of its assets or revenues or any analogous
proceedings in any jurisdiction or had any such person appointed or any
analogous person appointed in any jurisdiction;
waived or compromised any claim otherwise than in the ordinary course of
business which is material in the context of the Wider Adriatic Group taken as
a whole or in the context of the Transaction;
entered into any contract, transaction or arrangement which would be
materially restrictive on the business of any member of the Wider Adriatic
Group other than to a nature and extent which is normal in the context of the
business concerned;
made any material alteration to its memorandum or articles of association or
other incorporation documents;
been unable, or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;
entered into any contract, commitment, arrangement or agreement otherwise than
in the ordinary course of business or passed any resolution or made any offer
(which remains open for acceptance) with respect to, or announced any
intention to, or proposed to, effect any of the transactions, matters or
events referred to in this paragraph 0;
made or agreed or consented to any change to:
the terms of the trust deeds or other governing documents constituting the
pension scheme(s) established by any member of the Wider Adriatic Group for
its directors, employees or their dependents;
the contributions payable to any such scheme(s) or to the benefits which
accrue or to the pensions which are payable thereunder;
the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
the basis upon which the liabilities (including pensions) of such pension
schemes are funded, valued or made,
and, in each case, to the extent material in the context of the Wider Adriatic
Group taken as a whole or in the context of the Transaction;
proposed, agreed to provide or modified the terms of the Adriatic Share
Incentive Plan or any other share option scheme, incentive scheme or other
benefit constituting a material change relating to the employment or
termination of employment of a senior employee or a material category of
persons employed by the Wider Adriatic Group;
taken (or agreed or proposed to take) any action which requires, or would
require, the consent of the Panel or the approval of Adriatic Shareholders in
general meeting in accordance with, or as contemplated by, Rule 21.1 of the
Takeover Code; or
waived or compromised any claim which is material in the context of the Wider
Adriatic Group or in the context of the Transaction, other than in the
ordinary course of business.
No adverse change, litigation or regulatory enquiry
Save as Disclosed, since 31 December 2024:
no adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits, operational performance or prospects
of any member of the Wider Adriatic Group which, in any such case, is material
in the context of the Wider Adriatic Group taken as a whole or in the context
of the Transaction and no circumstances have arisen which would or might
reasonably be expected to result in such adverse change or deterioration;
no litigation, arbitration proceedings, prosecution or other legal proceedings
to which any member of the Wider Adriatic Group is or may become a party
(whether as a plaintiff, defendant or otherwise) and no enquiry, review or
investigation by, or complaint or reference to, any Third Party or other
investigative body against or in respect of any member of the Wider Adriatic
Group having been instituted, announced, implemented or threatened by or
against or remaining outstanding in respect of any member of the Wider
Adriatic Group which in any such case has adversely affected, or might
reasonably be expected to adversely affect, any member of the Wider Adriatic
Group in a way that is material in the context of the Wider Adriatic Group
taken as a whole or in the context of the Transaction;
no contingent or other liability having arisen or become apparent to DPM or
increased which has adversely affected, or might reasonably be expected to
adversely affect, any member of the Wider Adriatic Group in a way that is
material in the context of the Wider Adriatic Group taken as a whole or in the
context of the Transaction;
no enquiry or investigation by, or complaint or reference to, any Third Party
having been threatened, announced, implemented, instituted by or remaining
outstanding against or in respect of any member by or the Wider Adriatic Group
which in any case is material in the context of the Wider Adriatic Group taken
as a whole;
no member of the Wider Adriatic Group having conducted its business in breach
of any applicable laws and regulations which is material in the context of the
Wider Adriatic Group taken as a whole or in the context of the Transaction;
and
no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence or permit held by any
member of the Wider Adriatic Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or
modification of which has, had or would reasonably be expected to have, an
adverse effect which is material in the context of the Wider Adriatic Group
taken as a whole or in the context of the Transaction.
No discovery of certain matters
Save as Disclosed, DPM not having discovered:
that any financial, business or other information concerning the Wider
Adriatic Group as contained in the information publicly disclosed at any time
by or on behalf of any member of the Wider Adriatic Group is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not misleading, in each case, to the
extent material in the context of the Wider Adriatic Group taken as a whole or
in the context of the Transaction;
that any member of the Wider Adriatic Group or partnership, company or other
entity in which any member of the Wider Adriatic Group has a significant
economic interest and which is not a subsidiary undertaking of Adriatic is
subject to any liability (contingent or otherwise), in each case, to the
extent material in the context of the Wider Adriatic Group taken as a whole or
in the context of the Transaction; or
any information which affects the import of any information disclosed at any
time by or on behalf of any member of the Wider Adriatic Group and which is
material in the context of the Wider Adriatic Group taken as a whole or in the
context of the Transaction.
Save as Disclosed, DPM not having discovered that:
any past or present member of the Wider Adriatic Group has failed to comply
with any and/or all applicable legislation or regulation, of any jurisdiction
with regard to the use, treatment, handling, storage, carriage, disposal,
spillage, release, discharge, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human
health or animal health or otherwise relating to environmental matters or the
health and safety of humans, or that there has otherwise been any such use,
treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider Adriatic Group and which is material in the context of the
Wider Adriatic Group taken as a whole or in the context of the Transaction;
there is, or is likely to be, for any reason whatsoever, any liability (actual
or contingent) of any past or present member of the Wider Adriatic Group to
make good, remediate, repair, reinstate or clean up any property or any
controlled waters now or previously owned, occupied, operated or made use of
or controlled by any such past or present member of the Wider Adriatic Group
(or on its behalf) or by any person for which a member of the Wider Adriatic
Group is or has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest, under any
environmental legislation, regulation, notice, circular or order of any Third
Party and which is material in the context of the Wider Adriatic Group taken
as a whole or in the context of the Transaction;
circumstances exist (whether as a result of the Transaction or otherwise)
which would be reasonably likely to lead to any Third Party instituting, or
whereby any member of the Wider DPM Group or any present or past member of the
Wider Adriatic Group would be likely to be required to institute, an
environmental audit or take any other steps which would in any such case be
reasonably likely to result in any liability (whether actual or contingent) to
improve, modify existing or install new plant, machinery or equipment or carry
out changes in the processes currently carried out or make good, remediate,
repair, re-instate or clean up any land or other asset currently or previously
owned, occupied or made use of by any past or present member of the Wider
Adriatic Group (or on its behalf) or by any person for which a member of the
Wider Adriatic Group is or has been responsible, or in which any such member
may have or previously have had or be deemed to have had an interest and which
is material in the context of the Wider Adriatic Group taken as a whole or in
the context of the Transaction; or
circumstances exist whereby a person or class of persons would be likely to
have any claim or claims in respect of any product or process of manufacture
or materials used therein currently or previously manufactured, sold or
carried out by any past or present member of the Wider Adriatic Group which
claim or claims would be likely, materially and adversely, to affect any
member of the Wider Adriatic Group and which is material in the context of the
Wider Adriatic Group taken as a whole or in the context of the Transaction.
Anti-corruption, economic sanctions, criminal property and money laundering
Save as Disclosed, DPM not having discovered that:
any:
past or present member, director, officer or employee of the Wider Adriatic
Group is or has at any time engaged in any activity, practice or conduct which
would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada)
or any other applicable anti-corruption or anti-bribery law, rule or
regulation or any other applicable law, rule, or regulation concerning
improper payments or kickbacks; or
person that performs or has performed services for or on behalf of the Wider
Adriatic Group is or has at any time engaged in any activity, practice or
conduct in connection with the performance of such services which would
constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada)
or any other applicable anti-corruption or anti-bribery law, rule or
regulation or any other applicable law, rule, or regulation concerning
improper payments or kickbacks;
any asset of any member of the Wider Adriatic Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition) or proceeds of crime under any
other applicable law, rule, or regulation concerning money laundering or
proceeds of crime or any member of the Wider Adriatic Group is found to have
engaged in activities constituting money laundering under any applicable law,
rule, or regulation concerning money laundering;
any past or present member, director, officer or employee of the Wider
Adriatic Group, or any other person for whom any such person may be liable or
responsible, is or has engaged in any conduct which would violate applicable
economic sanctions or dealt with, made any investments in, made any funds or
assets available to or received any funds or assets from:
any government, entity or individual in respect of which US, UK, Canadian or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK, Canadian or European
Union laws or regulations, including the economic sanctions administered by
the United States Office of Foreign Assets Control, or HM Revenue and Customs;
or
any government, entity or individual targeted by any of the economic sanctions
of the United Nations, the United States, the United Kingdom, Canada, the
European Union or any of its member states, save that this shall not apply if
and to the extent that it is or would be unenforceable by reason of breach of
any applicable Blocking Law;
any past or present member, director, officer or employee of the Wider
Adriatic Group, or any other person for whom any such person may be liable or
responsible:
has engaged in conduct which would violate any relevant anti-terrorism laws,
rules, or regulations, including but not limited to the US Anti-Terrorism Act;
has engaged in conduct which would violate any relevant anti-boycott law,
rule, or regulation or any applicable export controls, including but not
limited to the Export Administration Regulations administered and enforced by
the US Department of Commerce, the International Traffic in Arms Regulations
administered and enforced by the US Department of State, the Export and Import
Permits Act (Canada) or the Special Import Measures Act (Canada);
has engaged in conduct which would violate any relevant laws, rules, or
regulations concerning human rights, including but not limited to any law,
rule, or regulation concerning false imprisonment, torture or other cruel and
unusual punishment, or child labour; or
is debarred or otherwise rendered ineligible to bid for or to perform
contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
any member of the Wider Adriatic Group is or has been engaged in any
transaction which would cause DPM or any member of the Wider DPM Group to be
in breach of any law or regulation upon its offer for Adriatic, including but
not limited to the economic sanctions of the United States Office of Foreign
Assets Control, or HM Revenue and Customs, or any other relevant government
authority.
Further Terms of the Transaction
Subject to the requirements of the Panel, the Court and the Takeover Code, DPM
reserves the right to:
extend any of the deadlines set out in paragraphs 0 and 0(ii), 0(ii) and
0(ii) of 0 of this 0 (Conditions to and Certain Further Terms of the
Transaction ) to such later date as may be (a) agreed in writing by DPM and
Adriatic or (b) (in a competitive situation) specified by DPM. If any such
deadline is not met, DPM shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has invoked or
waived the relevant Condition or agreed with Adriatic (or, as the case may be,
the Panel) to extend the deadline in relation to the relevant Condition; and
waive in whole or in part, all or any of the Conditions set out in
paragraphs 0 to 0 (inclusive) of 0 of this 0 (Conditions to and Certain
Further Terms of the Transaction ). For the avoidance of doubt, the
Conditions set out in paragraphs 0(i), 0(i), 0(i), 0(iii), 0 and 0 of 0 of
this 0 (Conditions to and Certain Further Terms of the Transaction ) cannot
be waived.
DPM shall be under no obligation to waive (if capable of waiver), to determine
to be or remain satisfied or to treat as satisfied any of the Conditions that
it is entitled (with the consent of the Panel and subject to the requirements
of the Takeover Code) to waive, by a date earlier than the latest date
specified above for the fulfilment or waiver thereof, notwithstanding that the
other Conditions may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating that any such
Conditions may not be capable of fulfilment.
Under Rule 13.5(a) of the Code, DPM may not invoke a Condition to the
Transaction so as to cause the Transaction not to proceed or to be withdrawn
unless the circumstances which give rise to the right to invoke the Condition
are of material significance to DPM in the context of the Transaction. Under
Rule 13.5(a) of the Takeover Code, DPM may only invoke a Condition so as to
cause the Transaction not to proceed, to lapse or to be withdrawn with the
consent of the Panel. The Panel will normally only give its consent if the
circumstances which give rise to the right to invoke the Condition are of
material significance to DPM in the context of the Transaction. This will be
judged by reference to the facts of each case at the time that the relevant
circumstances arise. The Conditions set out in paragraphs 0, 0, 0, 0, 0 and 0
of 0 of this 0 (Conditions to and Certain Further Terms of the Transaction )
and, if applicable, any acceptance condition if the Transaction is implemented
by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover
Code.
If DPM is required by the Panel to make an offer for Adriatic Shares under the
provisions of Rule 9 of the Takeover Code, DPM may make such alterations to
any of the Conditions and the terms of the Transaction as are necessary to
comply with the provisions of Rule 9.
DPM reserves the right, subject to the terms of the Co-operation Agreement and
with the consent of the Panel, to elect to implement the Transaction by way of
a Takeover Offer as an alternative to the Scheme. In such event, such Takeover
Offer will (unless otherwise determined by DPM and subject to the consent of
the Panel) be implemented on the same terms and conditions, subject to
appropriate amendments to reflect the change in method of effecting the
Transaction. Further, if sufficient acceptances of such Takeover Offer are
received and/or sufficient Adriatic Shares are otherwise acquired, it is the
intention of DPM to apply the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily any outstanding Adriatic Shares to which
such Takeover Offer relates.
The Adriatic Shares which will be acquired pursuant to the Transaction will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature whatsoever and together with all rights now or hereafter
attaching or accruing to them, including voting rights and the right to
receive and retain dividends and other distributions declared, made or paid by
reference to a record date falling after the Effective Date (other than as
specified in paragraph 0 (Dividends ) above).
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend, distribution or other return of value is announced,
declared, made, or paid or becomes payable in respect of Adriatic, DPM
reserves the right (without prejudice to any right DPM may have, with the
consent of the Panel, to invoke the Condition set out in paragraph 0 of 0 of
this 0 (Conditions to and Certain Further Terms of the Transaction )) to
reduce the Consideration by the value implied under the terms of the
Transaction for the Adriatic Shares by an amount up to the amount of any such
dividend, other distribution or return of value, in which case any reference
in this Announcement or in the Scheme Document to the Consideration will be
deemed to be a reference to the Consideration so reduced. For the avoidance of
doubt, any exercise by DPM of its rights referred to in this paragraph, or in
paragraph 0 of this 0 of 0 (Conditions to and Certain Further Terms of the
Transaction ) to this Announcement, shall not be regarded as constituting any
revision or variation of this Transaction.
The New DPM Shares will be issued credited as fully paid and will rank pari
passu in all respects with the DPM Shares in issue at the time the New DPM
Shares are issued pursuant to the Transaction. An application will be made to
the TSX for the New DPM Shares to be admitted to trading on the TSX. Listing
of the New DPM Shares on the TSX will be subject to satisfying all of the
requirements of the TSX.
Fractions of New DPM Shares will not be allotted or issued pursuant to the
Transaction. Instead, Adriatic Shareholders who otherwise would have received
a fraction of a New DPM Share will instead receive an amount in cash rounded
to the nearest penny, based on the amount obtained by multiplying such
fraction by the average Closing Price of DPM Shares on the TSX on each of the
five consecutive trading days ending on the trading day which is two trading
days prior to the Effective Date, except that individual entitlements of less
than £5.00 will not be paid but will be retained for the benefit of the
Combined Group.
The availability of the Transaction to persons not resident in the United
Kingdom and Australia may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom and Australia should inform themselves of, and observe any
applicable legal or regulatory requirements of their jurisdictions. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Transaction disclaim any responsibility or liability for the violation of such
restrictions by any person.
The Transaction will not be made, directly or indirectly, in, into or from, or
by use of the mails of, or by any means of instrumentality (including, without
limitation, facsimile or other electronic transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any facility
of a national securities exchange of, any Restricted Jurisdiction and the
Transaction will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted Jurisdiction.
The New DPM Shares to be issued pursuant to the Transaction have not been and
will not be registered or qualified for distribution under the US Securities
Act or under any laws of any state, district or other jurisdiction nor under
any of the relevant securities laws of Canada, Japan or Australia.
Accordingly, the New DPM Shares may not be offered, sold or delivered,
directly or indirectly, in the United States, Canada, Japan or Australia nor
to any United States person, except pursuant to exemptions from applicable
requirements of any such jurisdiction, including, without limitation, the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof in compliance with any applicable securities laws
of any state or other jurisdiction of the United States and the prospectus
exemption provided by Section 2.11 or Section 2.16 of National Instrument
45-106 - Prospectus Exemptions of the Canadian Securities Administrators and
in compliance with Canadian securities laws.
The Scheme and the Transaction, and any dispute or claim arising out of, or in
connection with, them (whether contractual or non-contractual in nature), will
be governed by English law and will be subject to the jurisdiction of the
courts of England. The Transaction and the Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel, the LSE, the FCA, the
TSX and the ASX and applicable securities laws.
The Transaction will be subject to the Conditions and certain further terms
set out in this 0 (Conditions to and Certain Further Terms of the
Transaction ) to this Announcement and to the full terms and conditions which
will be set out in the Scheme Document.
Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.
Sources of Information and Bases of Calculation
In this Announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used.
All references to DPM Shares are to DPM's common shares of no par value. All
references to Adriatic Shares are to Adriatic ordinary shares of £0.013355
each.
The percentage of the common shares of DPM that will be owned by Adriatic
Shareholders post-Completion is calculated by dividing the number of the New
DPM Shares to be issued (as referred to in paragraph 0 of this 0 (Sources of
Information and Bases of Calculation ) below) under the terms of the
Transaction by the total common shares of DPM (as referred to in paragraph 0
of this 0 (Sources of Information and Bases of Calculation ) below) and
multiplying the resulting sum by 100 to produce a percentage.
As at the close of business on the Last Practicable Date, Adriatic had in
issue 345,295,293 Adriatic Ordinary Shares (including those Adriatic Ordinary
Shares underlying Adriatic CDIs) and DPM had in issue 166,907,073 DPM Shares.
The fully diluted share capital of Adriatic (being 349,465,165 Adriatic
Shares) has been calculated on the basis of:
the number of issued Adriatic Shares referred to in paragraph 0 of this
0 (Sources of Information and Bases of Calculation ) above; plus
Up to 4,169,872 Adriatic Shares which may be issued on or after this date
pursuant to the Adriatic Share Incentive Plan (should awards granted
thereunder be satisfied using Adriatic Shares) and/or in satisfaction of
entitlements owing to the CEO of Adriatic.
The total number of DPM Shares post-Completion has been calculated as the sum
of:
the number of issued DPM Shares referred to in paragraph 0 of this 0 (Sources
of Information and Bases of Calculation ) above; plus
54,890,811 New DPM Shares which may be issued under the terms of the
Transaction.
A value of approximately £924 million for the entire issued and to be issued
share capital of Adriatic is determined:
by reference to the price of CAD$20.33 per DPM Share, being the Closing Price
on 11 June 2025; and
on the basis of the number of Adriatic Shares in issue referred to in
paragraph 0 of this 0 (Sources of Information and Bases of Calculation )
above.
The exchange rate of GBP:CAD $1.850 for the conversion of Canadian Dollars
into pounds Sterling has been derived from Bloomberg and is based on the
exchange rate as at 4.00 p.m. (London time) on 11 June 2025.
The exchange rate of GBP:AUD $2.077 for the conversion of Australian Dollars
into pounds Sterling has been derived from Bloomberg and is based on the
exchange rate as at 4.00 p.m. (London time) on 12 June 2025.
Unless otherwise specified: (a) all prices quoted for Adriatic Shares and DPM
Shares are Closing Prices; (b) the volume weighted average Closing Prices of
DPM Shares and Adriatic Shares have been derived from Bloomberg; and (c) the
number of days referenced as part of volume weighted average share prices
reflect trading days.
Unless otherwise stated, financial information and metals production
information (except as otherwise stated) relating to the Adriatic Group has
been extracted or derived (without any adjustment, except as noted below) from
the audited annual report and accounts for Adriatic for the year ended 31
December 2024, Adriatic's announcement dated 25 July 2024 of its first half
year interim results (which are unaudited) and Adriatic's announcement dated
10 September 2024 for the two months ended 31 August 2024.
Certain figures included in this Announcement have been subject to rounding
adjustments.
Details of Irrevocable Undertakings and Voting Support Agreements
Part 1
DPM has received irrevocable undertakings from the Adriatic Directors listed
below in respect of their own legal and/or beneficial holdings of Adriatic
Shares to vote in favour of the Scheme at the Court Meeting and the
resolutions relating to the Transaction at the Adriatic General Meeting in
respect of a total of 1,572,383 Adriatic Shares representing, in aggregate,
approximately 0.46 per cent. of Adriatic's issued share capital as at the Last
Practicable Date.
Name Number of Adriatic Shares Percentage of Adriatic issued share capital
Laura Tyler 64,591 0.019
Peter Bilbe 1,050,000 0.304
Michael Rawlinson 457,792 0.133
Total 1,572,383 0.455
The irrevocable undertakings given by such Adriatic Directors also extend to
any Adriatic Shares to be acquired by such Adriatic Directors as a result of
the vesting of awards or the exercise of options or rights under the Adriatic
Share Incentive Plan (or any previous Adriatic incentive plans).
Furthermore, DPM has received an irrevocable undertaking from Helikon
Investments Limited to vote in favour of the Scheme at the Court Meeting and
the resolutions relating to the Transaction at the Adriatic General Meeting.
DPM has also received an irrevocable undertaking from L1 Capital Pty Ltd to
vote, in the absence of a superior offer being made to Adriatic or a material
change to the value of the consideration offered by the DPM, in favour of the
Scheme at the Court Meeting and the resolutions relating to the Transaction at
the Adriatic General Meeting, which together is in respect of a total of
126,968,662 Adriatic Shares representing, in aggregate, approximately 36.77
per cent. of Adriatic's issued share capital as at the Last Practicable Date.
Therefore, in total, DPM has received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Adriatic Resolutions to be
proposed at the Adriatic General Meeting in respect of 128,541,045 Adriatic
Shares which represent, in aggregate, approximately 37.23 per cent. of
Adriatic's issued share capital as at the Last Practicable Date.
The irrevocable undertakings given by the Adriatic Directors and Helikon
Investments Limited will continue to be binding in the event that a higher
competing offer is made for Adriatic. However, the obligations of the Adriatic
Directors and Supporting non-director Shareholders listed above under the
irrevocable undertakings will lapse and cease to have effect:
· if the Scheme has not become Effective by
6.00 p.m. (London time) on the Long Stop Date (or such later time and/or date
as may be agreed between DPM and Adriatic, with the approval of the Court
and/or the Panel, if required) (other than in circumstances where DPM has,
prior to such date, elected to exercise its right to proceed with the
Transaction by way of a Takeover Offer and announced the same in accordance
with the requirements of the City Code on Takeovers and Mergers, and such
Takeover Offer has not lapsed or been withdrawn);
· on the date on which the Transaction
(whether implemented by way of a Scheme or a Takeover Offer) is withdrawn or
lapses in accordance with its terms, provided that this shall not apply where
the Transaction is withdrawn or lapses as a result of DPM exercising its
right, in accordance with the Takeover Code, to implement the Transaction by
way of a Takeover Offer rather than by way of a Scheme or vice versa; or
· if DPM announces that it does not intend
to proceed with the Transaction and no new, revised or replacement Scheme or
Takeover Offer is announced by DPM in accordance with Rule 2.7 of the Takeover
Code at the same time.
Part 2
Adriatic has entered into voting support agreements with each of the DPM
Directors and Executive Officers who hold DPM Shares in respect of their own
legal and/or beneficial holdings of DPM Shares to vote in favour of the DPM
Shareholder Resolution at the DPM Special Meeting in respect of a total of
313,016 DPM Shares, representing, in aggregate, 0.19 per cent. of DPM's total
issued share capital as at the close of business on the Last Practicable Date.
Name Number of DPM Shares Percentage of DPM issued share capital
David Rae 217,855 0.13%
Navin Dyal 75,000 0.04%
Kelly Stark-Anderson 15,161 0.01%
Jaimie Donovan 5,000 0.00%
Total 313,016 0.19%
The voting support agreements entered into with such DPM Directors and
Executive Officers also extend to any DPM Shares acquired by such DPM
Directors/Executive Officers as a result of the vesting of awards or the
exercise of options under the DPM stock option plan.
Definitions
"Announcement" means this announcement made pursuant to Rule 2.7 of the
Takeover Code.
"Adriatic" means Adriatic Metals plc, a public company limited by shares
incorporated in England and Wales with registered number 10599833 and
registered as a foreign company in Australia with Australian Registered Body
Number 624 103 162.
"Adriatic Articles" means the articles of association of Adriatic adopted by
special resolution passed on 24 May 2023.
"Adriatic CDI Holders" means the holders of Adriatic CDIs.
"Adriatic CDIs" means CHESS Depositary Interests of Adriatic, each
representing a unit of beneficial ownership in one Adriatic Ordinary Share,
registered in the name of the depository nominee, CDN, and which are listed on
the ASX.
"Adriatic Directors" means the board of directors of Adriatic at the time of
this Announcement or, where the context so requires, the directors of Adriatic
from time to time.
"Adriatic General Meeting" means the general meeting of Adriatic (including
any adjournment or postponement thereof) to be convened in connection with the
Transaction for the purpose of considering, and, if thought fit, approving,
the Adriatic Resolutions, notice of which shall be contained in the Scheme
Document.
"Adriatic Group" means Adriatic and its subsidiaries and associated
undertakings.
"Adriatic Meetings" means the Court Meeting and the Adriatic General Meeting.
"Adriatic Ordinary Shareholders" means the holders of Adriatic Ordinary Shares
as at the relevant time.
"Adriatic Ordinary Shares" means the ordinary shares of £0.013355 each in the
capital of Adriatic.
"Adriatic Resolutions" means such shareholder resolutions of Adriatic to be
proposed at the Adriatic General Meeting as are necessary to enable Adriatic
to implement and effect the Scheme and the Transaction, including (without
limitation) a resolution to amend the Adriatic Articles to incorporate
provisions requiring any Adriatic Shares issued after the Scheme Record Time
(other than to DPM and/or its nominees) to be automatically transferred to DPM
(or as it may direct) on the same terms as the Transaction (other than as to
timings and formalities) and a resolution to re-register Adriatic as a private
limited company.
"Adriatic Share Incentive Plan" means, collectively, the 2019 Adriatic plc
Employee Incentive Plan (1) (Employees and Consultants) and the 2019 Adriatic
plc Employee Incentive Plan (2) (Employees only) and any other individual
agreements under which any options, awards or rights have been granted to
individuals with terms that are substantially the same as options, awards or
rights granted under such plans.
"Adriatic Shareholders" means the persons appearing on the register of members
of Adriatic as at the relevant time, unless the context requires otherwise.
"Adriatic Shares" means Adriatic Ordinary Shares and Adriatic CDIs.
"Adriatic US Shareholders" means holders of Adriatic Shares who are resident
in the United States or with a registered address in the United States, and
any custodian, nominee or trustee holding Adriatic Shares for persons in the
United States or with a registered address in the United States.
"ASX" means ASX Limited (ACN 008 624 691) or, where the context requires it,
the Australian Securities Exchange operated by it.
"Blocking Law" means (i) any provision of Council Regulation (EC) No 2271/1996
of 22 November 1996 (or any law or regulation implementing such regulation in
any member state of the European Union or the United Kingdom); or (ii) any
similar blocking or anti-boycott law.
"BMO" means BMO Capital Markets Limited.
"Board" means the board of directors.
"Bosnian Competition Act" means the Law on Competition (Zakon o konkurenciji)
of Bosnia and Herzegovina.
"Bosnian Competition Council" means the Competition Council of Bosnia and
Herzegovina.
"Business Day" means a day (other than a Saturday, Sunday, public or bank
holiday) on which banks are generally open for business in London, Toronto,
and Sydney.
"CDI Voting Instruction Form" means the voting instruction form for use by
Adriatic CDI Holders in connection with each of the Court Meeting and the
Adriatic General Meeting, which shall accompany the Scheme Document.
"CDN" means CHESS Depositary Nominees Pty Limited.
"CHESS" the Clearing House Electronic Subregister System operated by ASX
Settlement Pty Ltd.
"Closing Price" means in respect of (a) Adriatic, the last reported sale price
of an Adriatic Share in pounds Sterling as quoted on the LSE and derived from
Bloomberg; and (b) DPM, the last reported sale price in Canadian Dollars of a
DPM Share as quoted on the TSX and derived from Bloomberg.
"Co-operation Agreement" means the co-operation agreement entered into between
DPM and Adriatic dated 13 June 2025.
"Combined Group" means the enlarged group comprising the DPM Group and the
Adriatic Group following the Transaction becoming Effective.
"Companies Act" means the Companies Act 2006.
"Completion" means the Transaction becoming Effective in accordance with its
terms.
"Conditions" means the conditions to which the Transaction is subject, as set
out in 0 (Conditions to and Certain Further Terms of the Transaction ) to
this Announcement and to be set out in the Scheme Document.
"Confidentiality Agreements" means, together, the First Confidentiality
Agreement and the Second Confidentiality Agreement.
"Conflicted DPM Director" means, in respect of the Transaction, any DPM
Director that abstains, or has recused themself, from voting in respect of the
Transaction (and/or any other transaction or matters related thereto) in order
to comply with applicable laws of Canada and/or the United States to which
such DPM Director is subject.
"Consideration" means the consideration payable by DPM to Adriatic
Shareholders pursuant to the Transaction comprising, for each Adriatic Share,
0.1590 New DPM Shares and 93 pence in cash.
"Court" means the High Court of Justice in England and Wales.
"Court Meeting" means the meeting or meetings of the Scheme Shareholders to be
convened pursuant to section 896 of the Companies Act for the purpose of
considering and, if thought fit, approving the Scheme (with or without
amendment approved or imposed by the Court and agreed to by DPM and Adriatic),
including any adjournment or postponement of any such meeting, notice of which
shall be contained in the Scheme Document.
"Court Order" means the order of the Court sanctioning the Scheme under
section 899 of the Companies Act.
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001/3755)) for the paperless settlement of trades in
securities and the holding of uncertificated securities operated by Euroclear.
"DPM" means Dundee Precious Metals Inc., a corporation incorporated under the
federal laws of Canada.
"DPM Board Recommendation" means a unanimous (save for any Conflicted DPM
Directors abstaining from, or not participating in, voting) and unqualified
statement that the DPM Board (not including any Conflicted DPM Directors)
recommends that the DPM Shareholders vote in favour of the DPM Shareholder
Resolution.
"DPM Board Adverse Recommendation Change" means:
if DPM fails to include the DPM Board Recommendation in the DPM Information
Circular; or
if DPM causes or permits the DPM Board Recommendation to be withdrawn,
qualified or modified; or
if DPM causes or permits any announcement to be made, whether before or after
the DPM Information Circular is mailed and filed, withdrawing, qualifying or
modifying the DPM Board Recommendation.
"DPM Directors" or "DPM Board" means the board of directors of DPM at the time
of this Announcement or, where the context so requires, the directors of DPM
from time to time.
"DPM Group" means DPM and its subsidiaries and associated undertakings.
"DPM Information Circular" means any circular (including all schedules,
appendices and exhibits thereto) to be sent by DPM to DPM Shareholders in
connection with the DPM Special Meeting, including any amendments or
supplements thereto.
"DPM Permitted Distributions" means, collectively (i) the quarterly dividend
of US$0.04 per DPM Share announced by DPM on 6 May 2025 and which is due to be
paid on 15 July 2025 to DPM Shareholders on the register of shareholders of
DPM at the close of business on 30 June 2025, (ii) any other quarterly
dividends declared, made, or paid (or which become payable) in respect of the
DPM Shares on or after the date of this Announcement and prior to the
Effective Date in the ordinary course of DPM's business and consistent with
past practices; and (iii) any payments paid (or which become payable) in
connection with DPM's repurchase of DPM Shares pursuant to its share buyback
program (or normal course issuer bid) expiring on 17 March 2026.
"DPM Shareholder Resolution" means the shareholder resolution of the DPM
Shareholders approving, by simple majority of the DPM Shares voted at the DPM
Special Meeting, the issuance of the New DPM Shares in accordance with the
requirements of the TSX.
"DPM Shareholders" means the persons holding interests in DPM as at the
relevant time.
"DPM Shares" means the common shares in the capital of DPM.
"DPM Special Meeting" means the special meeting, including any adjournments or
postponements thereof, of the DPM Shareholders to be held to consider and, if
thought advisable, approve the DPM Shareholder Resolution and any other
business which may properly come before the meeting.
"Dealing Disclosure" means has the meaning given in Rule 8 of the Takeover
Code.
"Disclosed" means:
disclosed by, or on behalf of, Adriatic in Adriatic's annual report and
financial statements for the year ended 31 December 2024;
fairly disclosed prior to the date of this Announcement by, or on behalf of,
Adriatic to DPM (or its respective officers, employees, agents or advisers in
their capacity as such), including (without limitation) via the virtual data
room operated on behalf of Adriatic in respect of the Transaction or via
email;
as otherwise publicly announced by Adriatic prior to the date of this
Announcement by delivery or release of an announcement to an RNS; or
disclosed in this Announcement.
"Effective" means:
if the Transaction is implemented by way of the Scheme, the Scheme having
become effective pursuant to and in accordance with its terms; or
if the Transaction is implemented by way of a Takeover Offer (with the consent
of the Panel), the Takeover Offer having been declared or having become
unconditional in accordance with the requirements of the Takeover Code.
"Effective Date" means the date on which the Transaction becomes Effective in
accordance with its terms.
"ESG" means environmental, social, and governance.
"Euroclear" means Euroclear UK & International Limited.
"Excluded Shares" means any Adriatic Shares: (a) registered in the name of, or
beneficially owned by, any member of the DPM Group (or any person as nominee
for any such member of the DPM Group); or (b) held by Adriatic in treasury as
at the Scheme Record Time.
"FCA" means the Financial Conduct Authority of the United Kingdom.
"First Confidentiality Agreement" means the confidentiality agreement entered
into between DPM and Adriatic in relation to the Transaction dated 12 December
2023.
"Forms of Proxy" means the forms of proxy for use in connection with the Court
Meeting and the Adriatic General Meeting (as applicable) which shall accompany
the Scheme Document.
"IASB" means the International Accounting Standards Board.
"IFRS" means International Financial Reporting Standards as issued by the
IASB.
"Last Practicable Date" means 10 June 2025.
"Long Stop Date" means 31 December 2025 or such later date, if any, as DPM and
Adriatic may agree with the consent of the Panel, and (if so required) the
Court may allow.
"LSE" means London Stock Exchange plc.
"Macquarie Capital" means Macquarie Capital (Europe) Limited.
"Mix and Match Facility" means the facility under which Adriatic Shareholders
are entitled to elect to vary the proportions in which they receive New DPM
Shares and in which they receive cash in respect of their holdings of Adriatic
Shares to the extent that other such Adriatic Shareholders make off setting
elections.
"New DPM Shares" means the new DPM Shares to be issued pursuant to the Scheme.
"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for
Mineral Projects of the Canadian Securities Administrators.
"Offer Document" means should (subject to the consent of the Panel and the
terms of the Co-operation Agreement) the Transaction be implemented by means
of the Takeover Offer, the offer document to be sent to Adriatic Shareholders
which will contain, among other things, the terms and conditions of the
Takeover Offer, including any revised offer document.
"Offer Period" means the offer period (as defined in the Takeover Code)
relating to Adriatic which commenced on 20 May 2025.
"Official List" means the official list maintained by the FCA pursuant to Part
6 of FSMA.
"Opening Position Disclosure" means an announcement pursuant to Rule 8 of the
Takeover Code containing details of interests or short positions in, or rights
to subscribe for, any relevant securities of a party to the Takeover Offer if
the person concerned has such a position.
"Overseas Shareholders" means Adriatic Shareholders who are resident in,
ordinarily resident in, or citizens of, jurisdictions outside the United
Kingdom.
"Panel" means the Panel on Takeovers and Mergers.
"QP" means qualified person.
"RBC Capital Markets" means RBC Europe Limited (trading as RBC Capital
Markets).
"Registrar of Companies" means the Registrar of Companies in England and
Wales.
"Restricted Jurisdiction" means any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory or criminal
exposure if information concerning the Transaction is sent or made available
to Adriatic Shareholders in that jurisdiction.
"RNS" means the Regulatory News Service.
"Scheme" means the proposed scheme of arrangement under Part 26 of the
Companies Act between Adriatic and the Scheme Shareholders to implement the
Transaction, with or subject to any modification, addition or condition
imposed by the Court and agreed to by Adriatic and DPM.
"Scheme Court Hearing" means the hearing of the Court to sanction the Scheme
pursuant to Part 26 of the Companies Act and any adjournment, postponement or
reconvening thereof.
"Scheme Document" means the document to be dispatched to Adriatic Shareholders
and persons with information rights setting out, among other things, the
details of the Transaction, the explanatory statement required under Part 26
of the Companies Act, the full terms and conditions of the Scheme and
containing the notices convening the Court Meeting and the Adriatic General
Meeting (including any supplementary scheme document).
"Scheme Record Time" means the time and date specified as such in the Scheme
Document, expected to be 6.00 p.m. on the date of the Scheme Court Hearing or
such later time as DPM and Adriatic may agree and that (if so required) the
Court may allow.
"Scheme Shareholder" means the holders of Scheme Shares.
"Scheme Shares" means:
the Adriatic Ordinary Shares in issue as at the date of the Scheme Document
(including, for the avoidance of doubt, those Adriatic Ordinary Shares
underlying Adriatic CDIs);
Adriatic Shares (if any) issued after the date of the Scheme Document and
prior to the Scheme Voting Record Time; and
Adriatic Shares (if any) issued at or after the Scheme Voting Record Time and
prior to the Scheme Record Time (including, for the avoidance of doubt, any
Adriatic Shares issued to satisfy the vesting of awards or exercise of options
or rights pursuant to the Adriatic Share Incentive Plan) in respect of which
the original or any subsequent holder thereof is bound by the Scheme, or shall
by such time have agreed in writing to be bound by the Scheme,
in each case remaining in issue at the Scheme Record Time, but excluding any
Excluded Shares.
"Scheme Voting Record Time" means the date and time specified in the Scheme
Document by reference to which entitlement to vote at the Court Meeting will
be determined, expected to be 6.00 pm on the day which is two Business Days
before the Court Meeting or, if the Court Meeting is adjourned, 6.00 pm on the
day which is two Business Days before the date of such adjourned Court
Meeting.
"Second Confidentiality Agreement" means the confidentiality agreement entered
into between DPM and Adriatic in relation to the Transaction dated 11 April
2025.
"Significant Interest" means in relation to an undertaking, a direct or
indirect interest of 20 per cent. or more of the total voting rights conferred
by the equity share capital of such undertaking.
"Supporting non-director Shareholders" means L1 Capital Pty Ltd and Helikon
Investments Limited.
"Takeover Code" means the City Code on Takeovers and Mergers, as amended from
time to time.
"Takeover Offer" means if, subject to the consent of the Panel, the
Transaction is implemented by way of a Takeover Offer, the "take-over offer"
(as defined in Chapter 3 of Part 28 of the Companies Act) to be made by or on
behalf of DPM to acquire the entire issued and to be issued share capital of
Adriatic and, where the context admits, any subsequent revision, variation,
extension or renewal of such Takeover Offer.
"Transaction" means the proposed acquisition of the entire issued and to be
issued share capital of Adriatic by DPM, to be effected by the Scheme as
described in this Announcement (or by the Takeover Offer under certain
circumstances described in this Announcement).
"TSX" mean the Toronto Stock Exchange.
"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland.
"US" or "United States" means the United States of America, its territories
and possessions, any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction and any political
sub-division thereof.
"US Exchange Act" means US Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
"US GAAP" means generally accepted accounting principles in the United States.
"US Securities Act" means US Securities Act of 1933, as amended.
"Wider Adriatic Group" means Adriatic and its subsidiaries, subsidiary
undertakings, associated undertakings and any other body corporate,
partnership, joint venture or person in which Adriatic and/or such
subsidiaries or undertakings (aggregating their interests) have a Significant
Interest.
"Wider DPM Group" means DPM and its subsidiaries, subsidiary undertakings,
associated undertakings and any other body corporate, partnership, joint
venture or person in which DPM and/or such subsidiaries or undertakings
(aggregating their interests) have a Significant Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the UK Companies Act 2006.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All references to "US$", "$" and "US Dollars" are to the lawful currency of
the United States.
All references to "CAD$" and "Canadian Dollars" are to the lawful currency of
Canada.
All the times referred to in this Announcement are London times unless
otherwise stated. References to the singular include the plural and vice
versa.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this Announcement and all statutory instruments, regulations
and orders from time to time made thereunder or deriving validity therefrom.
DPM TSX Press Release
Dundee Precious Metals Announces Proposed Acquisition of Adriatic Metals
(Unless otherwise noted, all dollar amounts in this release are expressed in
U.S dollars.)
Toronto, Ontario, June 13, 2025 - Dundee Precious Metals Inc. (TSX: DPM)
("DPM" or the "Company") is pleased to announce that it has agreed with
Adriatic Metals plc ("Adriatic") to the terms of an acquisition of the entire
issued, and to be issued, ordinary share capital of Adriatic ("the
Transaction") for an implied equity value of approximately $1.3 billion. Upon
completion of the Transaction, DPM will acquire 100% of the Vareš operation
("Vareš") in Bosnia and Herzegovina, a producing silver-lead-zinc-gold
underground mine.
Strategic Rationale:
· Creates premier mining business: Enhances DPM's existing
high-margin asset portfolio with peer-leading production growth and a
high-quality development and exploration pipeline.
· Delivers near-term growth: Expected to grow DPM's production up
to 425,000 gold equivalent ounces(( 1 (#_ftn1) )) in 2027 through the ramp-up
of Vareš, with access to a strong balance sheet and expanded technical
resources to optimize mining and processing.
· Increases DPM's mineral reserve life: Vareš has an initial
15-year operating life with potential to extend further from a prospective
4,400-hectare land package led by a team with proven exploration success in
the region.
· Enhanced cash flow generation: Addition of another long-life
producing asset complements DPM's already strong cash flow profile and
provides significant cash generation to fund DPM's organic growth pipeline and
ongoing capital returns program.
· Combines expertise and regional presence: Builds on decades of
regional experience finding, building, operating and optimizing mines with an
enhanced team recognized for strong community relationships.
· Delivers strong returns from a robust platform: Shareholders
benefit from DPM's continued balance sheet strength, added cash flow
diversification and a peer-leading capital returns program with improved
trading liquidity.
David Rae, President and Chief Executive Officer of Dundee Precious Metals,
made the following comments in relation to the Transaction:
"Adding Adriatic's Vareš operation to our strong asset portfolio creates a
premier mining business with a peer-leading growth profile, high-quality
development and exploration pipeline and a robust platform to deliver
above-average returns.
"Vareš is a logical fit with our portfolio, as it significantly increases
DPM's mine life while adding near-term production growth, a highly prospective
land package, and cash flow diversification. We are well-positioned to
leverage our expertise in underground mining, our regional presence,
successful track record of building and ramping up new mines, as well as our
strong financial position to further optimize the operation and realize
Vareš' full value potential, based on our analysis."
Laura Tyler, Managing Director and Chief Executive Officer of Adriatic Metals,
stated:
"Vareš remains firmly on track to become a low-cost precious metal producer,
underpinned by a long mine life, a high-grade deposit and strong exploration
potential. What makes Vareš so exciting is that it is at the beginning of its
journey, with significant growth potential ahead. This transaction brings
together complementary strengths to create a dynamic and diversified mining
company with meaningful scale. We see clear synergies between the asset
portfolios of DPM and Adriatic, supported by DPM's strong financial capacity
and proven operational expertise. Together, these strengths are expected to
unlock further value for shareholders of both companies in both the near and
longer term. Importantly, the creation of a diversified mining company in the
Balkan region will bring benefits not only to our employees and shareholders,
but also to local communities and broader regional stakeholders. This is a
compelling opportunity to be part of a transformative and long-term success
story - one that we fully endorse and recommend to all our stakeholders."
Vareš Overview: High-grade precious metals / polymetallic underground mine
Vareš is an underground precious metals-dominant mine with an offsite
processing facility and prospective 4,400-hectare land package, located
approximately 50 kilometres north of Sarajevo in Bosnia and Herzegovina. Since
announcing first concentration production in 2024, Vareš has been ramping up
to nameplate processing capacity. Vareš produces a saleable silver-zinc
concentrate and a lead-silver-gold concentrate.
As part of DPM's evaluation of Vareš, the Company commissioned SRK Consulting
(UK) Limited to prepare an independent technical report in accordance with
National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI
43-101") for Vareš reflecting DPM's current plans for the asset, including
the mine plan and mining and operating methods contemplated. The Technical
Report has an effective date of April 1, 2025, and is deemed to be at a
pre-feasibility level of study.
Vareš Technical Report Highlights
· Significant mine life and scale with low unit costs: Based only
on existing mineral resources, Vares has a 15-year operating life with average
annual payable production of approximately 168,000 ounces of gold
equivalent(( 2 (#_ftn2) ))(,( 3 (#_ftn3) )) at an all-in sustaining cost of
$893 per ounce of gold equivalent.(( 4 (#_ftn4) ))
· Improved value and risk profile: DPM's approach to the Vareš
mine plan reflects an initial grade control and geotechnical drilling program
to better define geological and geotechnical understanding of the orebody,
facilitating accelerated access to higher-grade ore tonnage, as well as paste
backfilling of mining areas. DPM forecasts achieving sustainable mill
throughput of 850,000 tonnes per annum by year-end 2026.
· Base case NPV(5%) of $1.6 billion (post-tax) based on consensus
long-term ("LT") metal prices, including LT silver price of $28 per ounce and
LT gold price of $2,212 per ounce (the "Base Case"). Refer to "Sensitivity
Analysis" on page 10 of this news release for the project's economics at
varying metal price assumptions.
· $2.1 billion of post-tax cash flow over the initial mine life at
Base Case commodity price assumptions.
Vareš Operating and Financial Metrics
Macroeconomic Parameters
Long-term metal prices
Gold $ per ounce $2,212
Silver $ per ounce $27.69
Zinc $ per pound $1.21
Lead $ per pound $0.94
Copper $ per pound $4.24
Discount rate % 5.0
Production (life of mine)
Mineral Reserve million tonnes 9.5
Annual throughput thousand tonnes 850
Average gold equivalent grade processed grams per tonne 9.21
Gold equivalent recovery(1) % 85.8%
Total gold equivalent recovered(1) million ounces 2.4
Gold equivalent payability(1) % 76.2%
Total gold equivalent payable production(1) million ounces 1.8
Life of mine operating costs
$ million $ per tonne processed(1)
Mining $570 $60
Processing and tailings $246 $26
General & administrative $142 $15
Contingency $72 $8
Royalties $21 $2
Total cash costs(2) $1,050 $111
Offsite costs(3) $419
All-in sustaining cost(2) $ per gold ounce $893
Capital estimates
Initial capital (H2 2025 - 2026) $ millions $76
Sustaining capital (life of mine) $ millions $143
Closure costs $ millions $24
Project economics
Cash flow (post-tax) $ millions $2,107
NPV (post-tax, 5% discount) $ millions $1,608
1. Refer to the section "Gold Equivalent Calculations" on page 9 of the
news release.
2. Cash cost and cash cost per tonne of ore processed; all-in sustaining
costs; and all-in sustaining cost per gold equivalent ounce on a co-product
basis are non-GAAP measures or ratios and have no standardized meaning under
IFRS Accounting Standards (IFRS) and may not be comparable to similar measures
used by other issuers. Refer to the "Non-GAAP Financial Measures" section of
this news release for more information, including a detailed description of
these measures.
3. Offsite costs include concentrate sale costs, including freight,
treatment and refining charges.
Optimization Opportunities
DPM has identified several medium- and long-term opportunities to optimize
Vareš, which have not been contemplated as part of the Technical Report, that
it intends to evaluate, including:
· Ore sorting: Following ramp up to full capacity, this initiative
targets a reduction in mine waste tonnage transported to the processing
facilities and an increase in ore grades to the mill.
· Near-mine exploration potential: The Rupice Northwest deposit
remains open to the northwest. The ability to extend mineralization in the
area of known mineralization with wider, higher-grade zones is a priority in
our stakeholder engagement and exploration plans. More broadly, the Rupice
deposits sit within the prospective Dinarides deformation belt, hosting
several barite and massive sulphide occurrences over a 22-kilometre corridor
within close proximity to Vareš infrastructure and operating facilities.
Transaction Summary
Under the terms of the Transaction, shareholders of Adriatic ("Adriatic
Shareholders") will be entitled to receive 0.1590 of a common share of DPM
(each whole share, a "DPM Share") and 93 pence in cash for each ordinary share
of Adriatic (each, an "Adriatic Share"). Under the terms of the Transaction,
the value for each Adriatic Share is £2.68 (and CHESS Depository Interest
("CDIs") of Adriatic at AUD$5.56), and the entire issued share capital of
Adriatic at approximately US$1.3 billion, based on the closing price of
CAD$20.33 per DPM Share and a £:CAD$ exchange rate of £1:CAD$1.85 on June
11, 2025.
It is intended that the Transaction will be implemented by means of a
court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act
2006 (the "Scheme").
Unless the context requires otherwise, in this news release, references to
Adriatic Shares include Adriatic CDI holders.
Adriatic Shareholders will be able to elect, pursuant to a "mix and match
facility", subject to off-setting elections, to vary the proportions in which
they receive cash and DPM Shares in respect of their holdings in Adriatic.
However, the total number of DPM Shares to be issued and the aggregate amount
of cash to be paid under the terms of the Transaction will not be varied as a
result of the elections under the mix and match facility.
Immediately following completion of the Transaction, it is expected that the
current shareholders of DPM (the "DPM Shareholders") will own approximately 75
percent, and former Adriatic Shareholders will own approximately 25 percent,
of DPM's enlarged issued share capital.
The Transaction will be subject to certain closing conditions, including,
among other things: (i) approval of the Transaction by Adriatic Shareholders;
(ii) court approval; (iii) the issuance of the DPM Shares to be issued in the
Transaction being approved by DPM Shareholders; (iv) receipt of the approval
for listing of such DPM common shares by the Toronto Stock Exchange ("TSX");
(v) receipt by DPM of an unconditional approval of the Transaction by the
Bosnian Competition Council in accordance with the Bosnian Competition Act;
and (vi) the Transaction becoming effective no later than December 31, 2025.
DPM has received from the Adriatic directors and certain non-director Adriatic
Shareholders (including Helikon Investments Ltd and L1 Capital Pty Ltd)
irrevocable undertakings to vote in favour of the Scheme in respect of a total
of 128,541,045 Adriatic Shares in aggregate, representing 37.2 percent of
Adriatic's total issued share capital.
A Rule 2.7 announcement (the "Rule 2.7 Announcement") has been published in
accordance with the City Code on Takeovers and Mergers (United Kingdom) and
can be accessed at the following www.dundeeprecious.com
(http://www.dundeeprecious.com) or on DPM's SEDAR+ profile at www.sedarplus.ca
(http://www.sedarplus.ca) .
Board of Directors' Recommendation
The board of directors of DPM 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
board of directors of DPM intends to recommend that DPM Shareholders vote in
favour of the resolution of the DPM Shareholders to approve the issuance of
DPM Shares in the Transaction (the "DPM Shareholder Resolution") at the DPM
special meeting to be called for that purpose.
Advisors and Counsel
BMO Capital Markets are acting as financial advisors to DPM in connection with
the Transaction. RBC Capital Markets and Macquarie Capital (Europe) Limited
are acting as joint financial advisors to Adriatic in connection with the
Transaction.
Bryan Cave Leighton Paisner LLP is acting as UK legal advisor to DPM in
connection with the Transaction. Cassels Brock & Blackwell LLP is acting
as Canadian legal advisor to DPM in connection with the Transaction. Gilbert +
Tobin is acting as Australian legal advisor to DPM in connection with the
Transaction. Herbert Smith Freehills Kramer LLP is acting as UK and Australian
legal advisor to Adriatic in connection with the Transaction. Stikeman Elliott
LLP is acting as Canadian legal advisor to Adriatic in connection with the
Transaction.
Conference Call and Webcast
DPM and Adriatic will host two joint conference calls and webcasts on June 13,
2025, at 3:00 AM Eastern Daylight Time (5:00 PM Australian Eastern Standard
Time) and June 13, 2025, at 8:00 AM Eastern Daylight Time (1:00 PM British
Summer Time) to discuss the Transaction.
To participate via conference call, register in advance at the link in the
following tables to receive the dial-in information as well as a personalized
PIN code to access the call.
June 13, 2025 at 3:00 AM Eastern Daylight Time / 5:00 PM Australian Eastern
Standard Time
Call registration https://register-conf.media-server.com/register/BI1eb9435b4a8340b1ab42be70de7023af
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Replay Available at www.dundeeprecious.com (http://www.dundeeprecious.com)
June 13, 2025 at 8:00 AM Eastern Daylight Time / 1:00 PM British Summer Time
Call registration https://register-conf.media-server.com/register/BI484d6b18e4024f0a8b5508603e9df785
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Replay Available at www.dundeeprecious.com (http://www.dundeeprecious.com)
This news release does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities.
The summary above should be read in conjunction with, and is subject to, the
full text of the Rule 2.7 Announcement (including its Appendices). The
Transaction will be subject to the conditions and certain further terms set
out in Appendix 1 of the 2.7 Announcement and to the full terms and conditions
to be set out in the Scheme Document (as defined in the Rule 2.7
Announcement).
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 robust growth to deliver above-average returns for our 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
jcameron@dundeeprecious.com (mailto:jcameron@dundeeprecious.com)
About Adriatic Metals plc
Adriatic is a UK-based precious and base metals producer, with listings on the
London Stock Exchange and Australian Stock Exchange. Adriatic's asset
portfolio consists of its flagship Vareš Silver Operation in Bosnia and
Herzegovina and the exploration-stage Raška Project in Serbia. The Vareš
Silver Operation produces silver/lead and zinc concentrates and has the
potential to be one of the world's largest producing, low-cost silver mines,
with a high-grade Mineral Reserve base underpinning a 15-year mine life. First
sale of concentrate was achieved in 2024 and the asset is currently ramping up
to commercial production, with further plans underway to expand the plant
processing capacity from 0.8 to 1.3 million tonnes per annum. The orebody
remains open along strike and at depth, and there are several options
available for regional exploration targets on Vareš' 44km(2) concession.
Mineral Resources and Mineral Reserves Estimate
Resource classification Tonnage Ag Zn Pb Au Cu Sb
(Mt) (g/t) (%) (%) (g/t) (%) (%)
Indicated 10.7 264 7.4 4.8 1.9 0.65 0.22
Inferred 0.9 150 3.5 2.8 0.8 0.37 0.15
The NI 43-101 Rupice Mineral Resource Statement was estimated as of April 1,
2025, and is inclusive of Mineral Resources not modified to produce the
Mineral Reserve. Mineral Resources are reported above a cut-off net smelter
return ("NSR") of $100 per tonne, and are reported in the table below:
1. Mineral Resource is estimated in accordance with the Canadian Institute
of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral
Resources & Mineral Reserves and NI 43-101.
2. Indicated Mineral Resources stated are inclusive of those modified to
produce the Mineral Reserve.
3. Mineral Resources have been reported above a cut-off NSR value of
$100/tonne. It is a direct report from the Adriatic block model without
consideration of mining shape optimization.
4. Mineral Resources are reported on the basis that they are planned to be
mined via long hole open stoping, processed via a known demonstrated process
route, and sales concentrate delivered to market. At present, this is
supported by technical studies perceived to be a pre-feasibility or
feasibility study level of confidence. Risks associated with the technical
feasibility and economic viability of extraction remain, relating to unknowns,
though are greatly reduced as mining has commenced, the process plant has been
commissioned, and early concentrate sales have taken place, thereby shedding
light on numerous previous unknowns have now been identified and are being
addressed.
5. Mineral Resources may further be materially affected by any known
environmental, permitting, legal, taxation, socio-economic, marketing,
political, or other relevant factors.
6. Mineral Resources that are not Mineral Reserves do not have
demonstrated economic viability.
The NI 43-101 Rupice Mineral Reserve Statement was estimated as of April 1,
2025. The Mineral Reserve is reported above a cut-off NSR of $100 per tonne
for long-hole open stopes and $120 per tonne for mechanized cut and-fill.
Reserve classification Tonnage Ag Zn Pb Au Cu Sb
(Mt) (g/t) (%) (%) (g/t) (%) (%)
Probable 9.5 230 6.9 4.4 1.7 0.6 0.2
Proven - - - - - - -
Total 9.5 230 6.9 4.4 1.7 0.6 0.2
1. CIM (2014) definitions were followed for Mineral Reserves.
2. The long-term commodity prices applied in the estimation of the Mineral
Reserve are: zinc $2,661/t, lead $2,064/t, copper $9,348/t, gold $2,212/oz,
and silver $28/oz. In order of priority, revenue is generated from silver,
zinc, followed by lead and gold, and minor contributors from copper and
antimony.
3. The entire Indicated Mineral Resource was considered for the Mineral
Reserve. Therefore, the only opportunity to increase the Mineral Reserve is to
increase the Indicated Mineral Resource through upgrading of the Inferred to
Indicated or further exploration.
4. The QP identified some 2% of Inferred Mineral Resource included in the
mining shapes constituting the Mineral Reserve. The is a result of mine
design, and falling within the levels of accuracy of estimate, is not deemed
material to the Mineral Reserve.
5. DPM's life of mine plan commencing April 1, 2025, projects production
for the second quarter of 2025. Actual production will differ, which is not
deemed material to the Mineral Reserve Statement.
6. Aspects relating to permitting (paste backfill plant), hydrogeology,
water management and discharge, surface haulage, tailings facilities have been
identified and are being addressed. Required costs and duration have been
incorporated into the life of mine plan. Until they are remediated, they
remain as areas of high risk associated with the Mineral Reserves.
7. The Mineral Reserve Estimate was completed under the supervision of
Sabine Anderson (Meng, CEng, MIMM), who is an independent Qualified Person
("QP") as defined under NI 43-101.
The mineral reserves and mineral resources above have been prepared in
accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and
Petroleum - Definition Standards adopted by CIM Council on 10 May 2014, as
required by Canadian securities regulatory authorities. There are differences
between the standards and terms used for reporting mineral reserves and
mineral resources in Canada, and mineral resources and mineral reserves
reported in the United States pursuant to the rules and regulations of the
SEC. The Canadian standards differ from the requirements of the SEC applicable
to domestic United States reporting companies. Accordingly, information
reported by DPM and Adriatic on their mineral deposits may not be comparable
to similar information made public by United States companies subject to the
reporting and disclosure requirements under the United States federal
securities laws and the rules and regulations thereunder.
Gold Equivalent Calculations
The gold equivalent metrics for Vareš is reported to align with DPM's
standard reporting format. Gold contributes 14% to the net revenue, whereas
other metals contribute in the amounts of: silver - 39%; zinc - 28%; lead -
17%; and copper - 2%. The reported grade was calculated from the Mineral
Reserve metal grades are detailed in the Rupice Mineral Reserve statement (see
the "Mineral Resources and Mineral Reserves Estimate" section on page 8 of
this news release).
Commodity price assumptions are detailed below:
· Zinc: 2025 - $2,806/t; 2026 - $2,711/t; 2027 - $2,766/t; 2028 -
$2,780/t; 2029 onwards - $2,661/t.
· Lead: 2025 - $2,076/t; 2026 - $2,059/t; 2027 - $2,082/t; 2028 -
$2,050/t; 2029 onwards - $2,604/t.
· Copper: 2025 - $8,818/t; 2026 - $9,811/t; 2027 - $10,119/t; 2028
- $10,362/t; 2029 onwards - $9,348/t.
· Gold: 2025 - $2,300/oz.; 2026 - $2,621/oz.; 2027 - $2,490/oz.;
2028 - $2,363/oz.; 2029 onwards - $2,212/oz.
· Silver: 2025 - $27.00/oz.; 2026 - $31.87/oz.; 2027 - $30.76/oz.;
2028 - $29.08/oz.; 2029 onwards - $27.69/oz.
· Antimony: 2025 onwards - $2,300/t.
Life of mine average metal recoveries are as follows: zinc - 90.8%; lead -
92.6%; copper - 94.8%, gold - 62.8%; silver - 89.6%. antimony - 93.9%.
Life of mine total metal payabilities are as follows: zinc - 75.3%; lead -
87.1%; copper - 20.4%, gold - 74.2%; silver - 90.0%. antimony - 11.6%.
Sensitivity Analysis
Metal prices (All)
Change (%) (10%) (5%) - 5% 10%
Metal price (Au Eq.) ($/oz.) 1,991 2,101 2,212 2,323 2,433
Metal price (Ag Eq.) ($/oz.) 24.92 26.31 27.69 29.07 30.46
Post-tax NPV(5%) ($M) 1,328 1,468 1,608 1,748 1,888
Milled grade
Change (%) (10%) (5%) - 5% 10%
Au Eq. (g/t) 8.29 8.75 9.21 9.67 10.13
Ag Eq. (g/t) 665 702 739 776 813
Post-tax NPV(5%) ($) 1,334 1,470 1,608 1,746 1,885
Metal recovered
Change (%) (10%) (5%) - 5% 10%
Metal recovery (%) 77.2% 81.5% 85.8% 90.1% 94.3%
Post-tax NPV(5%) ($) 1,333 1,470 1,608 1,746 1,884
Operating costs
Change (%) 10% 5% - (5%) (10%)
Operating costs ($/t) 120 114 109 103 98
Post-tax NPV(5%) ($M) 1,539 1,573 1,608 1,643 1,677
Initial capital
Change (%) 10% 5% - (5%) (10%)
Initial capital ($M) 84 80 76 72 68
Post-tax NPV(5%) ($M) 1,601 1,604 1,608 1,612 1,616
Technical and Regulatory Information
The scientific and technical information contained in this news release were
prepared in accordance with the Canadian regulatory requirements set out in NI
43-101, and have been reviewed and approved by:
· Sabine Anderson, MIMMM, Principal Consultant (Mining Due
Diligence);
· Martin Pittuck, MIMMM, Corporate Consultant (Resource Geology);
· Michael Di Giovinazzo, AusIMM, Principal Consultant (Rock
Mechanics Engineering);
· Peter Myers, FAusIMM, Principal Consultant (Mining Engineering);
· John Willis, MAusIMM, Principal Consultant (Mineral Processing);
· Richard Martindale, MIMMM, Principal Consultant (Geotechnical/
Tailings Engineering);
· James Bellin, MIMMM, Principal Consultant (Hydrogeology); and
· Colin Chapman, MIMMM, Principal Consultant (Infrastructure).
All of the foregoing persons are independent Qualified Persons, as defined
under NI 43-101.
The Technical Report will be filed on SEDAR+ at www.sedarplus.ca
(http://www.sedarplus.ca) and on DPM's website promptly following this news
release. Investors should read the Technical Report in its entirety, including
all qualifications, assumptions and exclusions that relate to the technical
and scientific information presented in this news release.
Non-GAAP Measures
Certain financial measures referred to in this news release are not measures
recognised under IFRS and are referred to as non-GAAP financial measures or
ratios. These measures have no standardised meaning under IFRS and may not be
comparable to similar measures presented by other companies. These measures
are intended to provide additional information and should not be considered in
isolation or as a substitute for measures prepared in accordance with
IFRS.
The non-GAAP financial measures used in this news release and common to the
precious metals mining industry are defined below:
· Cash cost and cash cost per tonne of ore processed: Cash cost
consists of all production related expenses including mining, processing,
services, filtered tailings and paste fill, royalties and general and
administrative. Cash cost per tonne of ore processed is calculated as cash
cost divided by volumes of ore processed.
· All-in sustaining cost and all-in sustaining cost per gold
equivalent ounce on a co-product basis: All-in sustaining cost consists of all
cash costs, plus treatment charges, penalties, transportation and other
selling costs, cash outlays for sustaining capital expenditures and leases,
and rehabilitation-related accretion and amortization expenses. All-in
sustaining cost per gold equivalent ounce is calculated as all-in sustaining
cost divided by payable gold equivalent ounces. The Company uses conversion
ratios for calculating gold equivalent ounces for its silver, zinc, lead and
copper sales, which are calculated by multiplying the volumes of metal sold by
the respective assumed metal prices and dividing the resulting figure by
assumed gold price.
These non-GAAP cost metrics capture the important components of the Company's
production and related costs and are used by DPM and investors to monitor cost
performance at the DPM operations.
As Vareš is not in commercial production, DPM does not have historical
non-GAAP financial measures nor historical comparable measures under IFRS, and
therefore the foregoing prospective non-GAAP financial measures or ratios
presented may not be reconciled to the nearest comparable measure under
IFRS.
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 project economics, financial and operational
parameters such as expected production, processing methods, cash costs, all-in
sustaining costs, other costs, capital expenditures, cash flow, NPV, and life
of mine for Vareš, mineral reserves and mineral resources, the financial
condition, results of operations and business of Adriatic and certain plans
and objectives of DPM with respect thereto, the benefits of the Transaction to
the parties and their respective shareholders and/or other stakeholders, 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
Adriatic and/or DPM (as appliable) in light of their experience and their
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 cause actual results, performance, actions, achievements or
developments to differ materially 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 and/or Adriatic
believe 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
dispositions; 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 ore 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 maintain 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 regulatory 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
(http://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.
Neither DPM nor Adriatic, nor any of their 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.
Neither DPM nor Adriatic assumes 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 Adriatic or any person acting on their behalf are qualified by the
cautionary statements herein
1 Refer to the "Gold Equivalent Calculations" section on page 9 of this news
release.
2 Refer to the section "Gold Equivalent Calculations" section on page 9 of
this news release.
3 Reflects average annual gold equivalent production from 2027 to 2035.
4 All-in sustaining cost per gold equivalent ounce is a non-GAAP measures
and has no standardized meaning under IFRS Accounting Standards (IFRS) and may
not be comparable to similar measures used by other issuers. Refer to the
"Non-GAAP Financial Measures" section of this news release for more
information, including a detailed description of this measure.
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