Not for Release, Publication or Distribution, Directly or Indirectly, in Whole or in Part in, Into or From Any Jurisdiction Where to Do So Would Constitute a Violation of the Relevant Laws or Regulations of That Jurisdiction.
This is an Announcement Falling Under Rule 2.4 of the United Kingdom City Code on Takeovers and Mergers (the “Code”) and Does Not Constitute a Firm Intention to Make an Offer Under Rule 2.7 of the Code. There Can Be No Certainty That Any Such Offer Will Be Made.
TORONTO, May 20, 2025 (GLOBE NEWSWIRE) — Dundee Precious Metals Inc. (TSX:DPM) (“DPM” or the “Company”) notes the recent announcement by Adriatic Metals plc (“Adriatic”) and confirms that DPM is in discussions regarding a possible offer for the entire issued and to be issued share capital of Adriatic.
There can be no certainty that any offer will be made, nor as to the terms on which any offer might be made. This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code nor does it impose any obligations on DPM to make an offer.
Rule 2.6(a) of the Code requires that DPM, by no later than 5.00 p.m. (London time) on 17 June 2025, being the 28th day following the date of this announcement, to either announce a firm intention to make an offer for Adriatic in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code
| Enquiries: | |
| Dundee Precious Metals Inc. Jennifer Cameron | +1 416 219 6177 |
| BMO Capital Markets (Financial Adviser to DPM) Gary Mattan Thomas Rider Nick Macann | +44 20 7236 1010 |
| Tavistock (Financial PR to DPM) Gareth Tredway Tara Vivian-Neale | +44 207 920 3150 |
About Dundee Precious Metals
Dundee Precious Metals Inc. is a Canadian-based international gold mining company with operations and projects located in Bulgaria, Serbia and Ecuador. Our strategic objective is to become a mid-tier precious metals company, which is based on sustainable, responsible and efficient gold production from our portfolio, the development of quality assets, and maintaining a strong financial position to support growth in mineral reserves and production through disciplined strategic transactions. This strategy 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).
Further information
BMO Capital Markets Limited (“BMO”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for DPM and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to 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 not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.
The release, publication, or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced 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 Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant 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(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including 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.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, DPM confirms that as at the close of business on 19 May 2025 its issued share capital consisted of 168,704,643 common shares (excluding shares held in treasury) holding one for one voting rights as admitted and listed on Toronto Stock Exchange. The International Securities Identification Number for DPM’s ordinary shares is CA2652692096.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons in restricted jurisdictions) at www.dundeeprecious.com promptly and in any event by no later than 12 noon on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.
Forward-Looking Statements
Some of the statements in this document are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the DPM or its officers with respect to various matters, including with respect to any potential offer and the matters related thereto. When used in this document, the words “expects”, “believes”, “anticipates”, “plans”, “may”, “will”, “should” and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements, including, without limitation, the risks and uncertainties disclosed by DPM in its latest annual information form and other disclosure documents that can be found under its profile at www.sedarplus.ca.
