REG - Dundee Precious Met. Adriatic Metals - RULE 29 VALUATION REPORT - ČOKA RAKITA PROJECT

Adriatic MetalsAnnouncement

25/07/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250725:nRSY5891Sa&default-theme=true

RNS Number : 5891S  Dundee Precious Metals Inc.  25 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 
 

25 July 2025

 

RECOMMENDED SHARE AND CASH OFFER

FOR

ADRIATIC METALS PLC ("ADRIATIC")

BY

DUNDEE PRECIOUS METALS INC. ("DPM")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

RULE 29 VALUATION REPORT ON THE ČOKA RAKITA PROJECT

 

On 13 June 2025, the Adriatic Board and the DPM Board announced that they had
reached agreement on the terms of a recommended acquisition of the entire
issued and to be issued ordinary share capital of Adriatic by DPM (the
"Acquisition"), intended to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the scheme document published in
connection with the Scheme on 14 July 2025 (the "Scheme Document").

Rule 29 Valuation Report on the Čoka Rakita project

DPM announces the publication today of a valuation report on its Čoka Rakita
project, commissioned by DPM and prepared by GenCap Mining Advisory Ltd.
("GenCap") in accordance with Rule 29 of the Takeover Code (the "Valuation
Report"). A copy of the Valuation Report will be made available today on DPM's
website at
https://dundeeprecious.com/investors/recommended-offer-for-adriatic-metals/
(https://dundeeprecious.com/investors/recommended-offer-for-adriatic-metals/)
and on Adriatic's website at https://www.adriaticmetals.com/investors/offer
(https://www.adriaticmetals.com/investors/offer) .

The Valuation Report is required in accordance with Rule 29.2(b) of the
Takeover Code as a result of the disclosure by DPM of a pre-feasibility study
on the Čoka Rakita project, including a net present value, in December 2024
and subsequent continuous disclosure documents, filed in accordance with
Canadian securities law requirements, which pre-feasibility study was
summarized in DPM's technical report entitled "NI 43-101 Technical Report -
Čoka Rakita Project, Pre-Feasibility Study Eastern Serbia" dated 30 January
2025, effective 18 December 2024, and filed at www.sedarplus.ca
(http://www.sedarplus.ca) . The Valuation Report presents a range of fair
market values for Čoka Rakita, based on a discounted cash flow analysis,
providing an updated net present value, a comparable company analysis and
precedent transactions analysis for the purposes of Rule 29. The technical
report remains current for the purposes of compliance by DPM of its Canadian
reporting obligations.

GenCap has given and has not withdrawn its written consent to the publication
of the Valuation Report and has authorised the contents of its report and
context in which they are respectively included and has authorised the
contents of its report for the purposes of compliance with Rule 29 of the
Takeover Code.

Your attention is also drawn to the important information at the back of 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

 

About DPM

Dundee Precious Metals Inc. is a Canadian-based international mining company
engaged in the acquisition, exploration, development, mining, and processing
of precious metal properties. Its current operations are in Bulgaria with
exploration assets in Bulgaria, Serbia, and Ecuador.

Important Notices

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.

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer 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 Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Adriatic in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document, which
contains the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote in respect of the
Scheme or other response in relation to the Acquisition should be made only on
the basis of the information contained in the Scheme Document.

The Acquisition shall be subject to, among other things, 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.

The availability of the Acquisition in, and the release, publication or
distribution of this announcement in or into or from jurisdictions other than
the United Kingdom or Australia may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable legal or
regulatory requirements of their jurisdictions. This announcement does not
constitute an offer or invitation to purchase or subscribe for any securities
or a solicitation of an offer to buy any securities pursuant to the Scheme
Document or otherwise in any jurisdiction in which such offer or solicitation
is unlawful.

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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.

This announcement does not constitute a prospectus, prospectus equivalent
document or 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 statements contained in this announcement and in the Valuation Report are
made as at the date of this announcement and the publication of the Valuation
Report (in each case as applicable), unless some other time is specified in
relation to them, and mailing of this announcement and/or the Valuation Report
shall not give rise to any implication that there has been no change in the
facts set forth in this announcement and/or the Valuation Report since such
date.

Nothing in this announcement or the Valuation Report is intended to be, nor
shall be deemed to be, a forecast, projection or estimate of the future
financial performance of Adriatic, the Wider Adriatic Group, DPM or the Wider
DPM Group except where otherwise stated.

The statements contained in this announcement are not to be construed as
legal, business, financial or tax advice.

Certain figures included in the Valuation Report may 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.

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 a website

In accordance with Rule 26 of the Takeover Code, a copy of this announcement,
the Valuation Report and any other documents related to the Valuation Report
that are 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/recommended-offer-for-adriatic-metals/
(https://dundeeprecious.com/investors/recommended-offer-for-adriatic-metals/)
and on Adriatic's website at https://www.adriaticmetals.com/investors/offer
(https://www.adriaticmetals.com/investors/offer) from the date of this
announcement. 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.

General

If you are in any doubt as to the contents of this announcement or the action
you should take, you are recommended to seek your own financial, tax and legal
advice immediately from your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser authorised under the Financial Services
and Markets Act 2000, if you are in the United Kingdom, or from another
appropriately authorised independent financial adviser if you are taking
advice in a territory outside the United Kingdom.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPGUGDRCDDDGUU