DPM Metals Inc. — M&A Activity 2025

Jun 18, 2025

Form 51-102F3
MATERIAL CHANGE REPORT

Item 1
Name and Address of Company

Dundee Precious Metals Inc. ("DPM")
150 King St. West, Suite 902
P.O. Box 30
Toronto, ON M5H 1J9

Item 2
Date of Material Change

June 13, 2025.

Item 3
News Release

A news release issued by DPM on June 13, 2025, was disseminated through GlobeNewswire and subsequently filed under DPM's profile on SEDAR+ at www.sedarplus.ca.

Item 4
Summary of Material Change

On June 13, 2025, DPM announced 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 US$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.

Item 5
Full Description of Material Change

5.1
Full Description of Material Change

On June 13, 2025, DPM announced that it has agreed with Adriatic to the terms of an acquisition of the entire issued, and to be issued, ordinary share capital of Adriatic for an implied equity value of approximately US$1.3 billion. Upon completion of the Transaction, DPM will acquire 100% of Vareš, a producing silver-lead-zinc-gold underground mine located approximately 50 kilometres north of Sarajevo in Bosnia and Herzegovina.

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"). The Transaction values each Adriatic Share at £2.68 (and each CHESS Depository Interest ("CDI") 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. Unless the context requires otherwise, references to Adriatic Shares herein include Adriatic CDIs.

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"). 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.

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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; (v) receipt by DPM of the 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 irrevocable undertakings to vote in favour of the Scheme, in respect of Adriatic Shares representing approximately 37.2 percent of Adriatic's total issued share capital.

Board of Directors' Recommendation

The board of directors of DPM was 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 at the DPM special meeting to be called for that purpose.

In conjunction with the announcement of the Transaction, DPM also published the results of a new technical report on the Vareš operation.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

Kelly Stark-Anderson
Executive Vice President, Corporate Affairs, General Counsel and Corporate Secretary
Tel: (416) 365-5143

Item 9 Date of Report

June 18, 2025.

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Cautionary Note Regarding Forward Looking Information

This material change report 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 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 material change report include statements with respect to the Transaction, including the benefits of the Transaction to the parties and their respective shareholders and/or other stakeholders, statements with respect to the intention of the board of directors of DPM, 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 DPM in light of its experience and 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 believes 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 material change report.

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; the anticipated benefits of the Transaction not being realized 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 nationalization 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; the speculative nature of mineral exploitation and development; and other business and operational risks and challenges. 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.

DPM does not provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this material change report will actually occur. DPM does not assume any obligation to update or correct the information contained in this material change report (whether as a result of new information, future events or otherwise), except as required by applicable law.