Announcement • Sep 03
Dundee Precious Metals Inc. (TSX:DPM) completed the acquisition of Adriatic Metals PLC (ASX:ADT) from group of shareholders.
Dundee Precious Metals Inc. (TSX:DPM) agreed to acquire Adriatic Metals PLC (ASX:ADT) from group of shareholders for approximately £930 million on June 13, 2025. Under the terms of the Transaction, Adriatic Shareholders will be entitled to receive, for each Adriatic Share 0.1590 New DPM Share; and £0.93 in cash. 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. The cash consideration necessary to satisfy the Transaction in full will be funded from DPM’s existing cash resources. Immediately following Completion, it is expected that DPM's enlarged issued share capital will be owned approximately 75.3% by existing DPM Shareholders and approximately 24.7% by former Adriatic Shareholders. 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 37.2% of Adriatic's total issued share capital on the Last Practicable Date. It is intended that the Transaction will be effected by means of a Court-sanctioned scheme of arrangement between Adriatic and the Scheme Shareholders. The Transaction will be subject to the Conditions and further terms (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, including other regulatory approvals; and (vi) the Transaction becoming Effective no later than the Long Stop Date. The Scheme is expected to become Effective during the fourth quarter of 2025, subject to the satisfaction of all relevant Conditions and further terms and Third Party approvals. The DPM Board intends unanimously to recommend that DPM Shareholders vote in favour of the DPM Shareholder Resolution at the DPM Special Meeting the Adriatic Directors intend unanimously to recommend that Scheme Shareholders vote. 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. Adriatic Metals PLC accepted the offer from Dundee Precious Metals Inc. As on July 14, 2025, DPM has received irrevocable undertakings to vote (or, where applicable, to procure that the registered holder votes) in favour of the Scheme and Special Resolution in respect of a total of 129,081,159 Adriatic Shares. The Adriatic Directors unanimously recommend that Adriatic Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting. Notices of the Court Meeting and General Meeting, each of which will be held on August 13, 2025. The Toronto Stock Exchange ("TSX") has conditionally approved the listing (on the TSX) of the New DPM Common Shares to be issued pursuant to the Acquisition. DPM Board unanimously to recommend that DPM Shareholders vote. At on the Effective Date, the admission to trading of the Adriatic Ordinary Shares on the LSE will be suspended and no transfers of Adriatic Ordinary Shares. As of August 6, 2025, Dundee Precious Metals Inc. is pleased to report thatthe Condition to the Acquisition with respect to receiving the approval of the Acquisition by the Competition Council of Bosnia and Herzegovina in accordance with the Bosnian Competition Act has now been satisfied. As of August 13, 2025, the Court Sanction Hearing has been scheduled to take place on August 29, 2025. Subject to the satisfaction of the remaining Conditions, the Scheme is therefore expected to become effective on 3 September 2025. Adriatic has received the requisite shareholder approvals for the Scheme at its Court Meeting and its General Meeting, both held August 13, 2025. As of August 13, 2025, Dundee Precious Metals Inc. Shareholders voted to approve both (i) the DPM Shareholder Resolution and (ii) an amendment to the articles of DPM to change the name of DPM to “DPM Metals Inc.” or such other name as the board of directors of DPM, in its sole discretion, may approve, subject to approval by the applicable regulatory authorities. As on August 29, 2025, Adriatic is pleased to announce that the High Court of Justice in England and Wales has sanctioned the Scheme pursuant to which the Acquisition is being implemented.
BMO Capital Markets Limited acted as Financial Adviser to DPM, Farid Dadashev, Mark Preston and Samuel Jackson of RBC Capital Markets, Michael Clifton, Magnus Scaddan and Peter Cho of Macquarie Capital, Stifel Nicolaus Europe acted as Financial Adviser to Adriatic Metals, 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. Computershare Investor Services PLC is registrar to Adriatic.
Dundee Precious Metals Inc. (TSX:DPM) completed the acquisition of Adriatic Metals PLC (ASX:ADT) from group of shareholders on September 03, 2025.
