DPM Metals Inc. — Management Reports 2024

Feb 14, 2024

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Management’s Discussion and Analysis

of Consolidated Financial Condition and Results of Operations for the Quarter and Year Ended December 31, 2023

(All monetary figures are expressed in U.S. dollars unless otherwise stated)

TABLE OF CONTENTS

Overview ...........................................................................	3	Off Balance Sheet Arrangements ......................................... 42
Operating and Financial Highlights .......................................	5	Selected Quarterly and Annual Information .......................... 43
2023 Actual Results in Comparison to 2023 Guidance ...........	10	Critical Accounting Estimates .............................................. 45
Three-year Outlook .............................................................	11	Non-GAAP Financial Measures ........................................... 48
Review of Operating Results by Segment .............................	16	Risks and Uncertainties ...................................................... 56
Development and Other Major Projects ................................	20	Disclosure Controls and Procedures and Internal
Exploration ........................................................................	22	Control Over Financial Reporting ...................................... 63
Review of Financial Results .................................................	25	Cautionary Note Regarding Forward Looking
Discontinued Operations ......................................................	29	Statements .................................................................... 63
Market Review ...................................................................	31	Cautionary Note to United States Investors Concerning
Liquidity and Capital Resources ...........................................	34	Differences in Reporting of Mineral Resource Estimates ..... 67
Financial Instruments ..........................................................	40

The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial condition and results of operations of Dundee Precious Metals Inc. (“DPM” and, together with its consolidated subsidiaries, collectively referred to as the “Company”) as at December 31, 2023. This MD&A should be read in conjunction with DPM’s audited consolidated financial statements for the year ended December 31, 2023 prepared in accordance with IFRS Accounting Standards (“IFRS”). Additional Company information, including the Company’s most recent annual information form (“AIF”) and other continuous disclosure documents, can be accessed through the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and the Company’s website at www.dundeeprecious.com. To the extent applicable, updated information contained in this MD&A supersedes older information contained in previously filed continuous disclosure documents. Capitalized terms used in this MD&A that have not been defined have the same meanings attributed to them as in DPM’s audited consolidated financial statements for the year ended December 31, 2023. Information contained on the Company’s website is not incorporated by reference herein and does not form part of this MD&A.

This MD&A contains forward looking statements that are based on certain estimates and assumptions and involve risks and uncertainties. Actual results may vary materially from management’s expectations. See the “Cautionary Note Regarding Forward Looking Statements” and “Risks and Uncertainties” sections later in this MD&A for further information.

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Certain financial measures referred to in this MD&A are not measures recognized under IFRS and are referred to as non-GAAP financial measures or ratios. These measures have no standardized meanings under IFRS and may not be comparable to similar measures presented by other companies. The definitions established and calculations performed by DPM are based on management’s reasonable judgment and are consistently applied. 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. Non-GAAP financial measures and ratios, together with other financial measures calculated in accordance with IFRS, are considered to be important factors that assist investors in assessing the Company’s performance.

The Company uses the following non-GAAP financial measures and ratios in this MD&A:

• mine cash cost

• cash cost per tonne of ore processed

• mine cash cost of sales

• cash cost per ounce of gold sold

• all-in sustaining cost

• all-in sustaining cost per ounce of gold sold

• smelter cash cost

• cash cost per tonne of complex concentrate smelted

• adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”)

• adjusted net earnings

• adjusted basic earnings per share

• cash provided from operating activities, before changes in working capital

• free cash flow

• average realized metal prices

For a detailed description of each of the non-GAAP financial measures and ratios used in this MD&A and a detailed reconciliation to the most directly comparable measure under IFRS, please refer to the “NonGAAP Financial Measures” section commencing on page 48 of this MD&A.

The technical and scientific information in this MD&A has been prepared in accordance with Canadian regulatory requirements set out in National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) – Definition Standards adopted by CIM Council on May 10, 2014 (the “CIM Definition Standards”) for Mineral Resources and Mineral Reserves, and has been reviewed and approved by Ross Overall, B.Sc. (Applied Geology), Corporate Mineral Resource Manager of DPM, who is a Qualified Person (“QP”) as defined under NI 43-101, and who is not independent of the Company.

This MD&A has been prepared as at February 14, 2024.

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OVERVIEW

Our Business

DPM is a Canadian-based, international gold mining company engaged in the acquisition of mineral properties, exploration, development, mining and processing of precious metals. Its common shares (symbol: DPM) are traded on the Toronto Stock Exchange (“TSX”).

The Company’s purpose is to unlock resources and generate value to thrive and grow together. As illustrated in the graphic below, this overall purpose is supported by a foundation of core values, which guide how the Company conducts its business and informs a set of complementary strategic pillars and objectives relating to Environmental Social Governance (“ESG”), innovation, optimizing our existing portfolio, and growth. The Company’s resources are allocated in-line with its strategy to ensure that DPM delivers value for all of its stakeholders.

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Continuing operations:

DPM’s principal subsidiaries include:

• 100% of Dundee Precious Metals Chelopech EAD (“Chelopech”), which owns and operates a gold, copper and silver mine located east of Sofia, Bulgaria; and

• 100% of Dundee Precious Metals Krumovgrad EAD (“Ada Tepe”), which owns and operates a gold mine located in south eastern Bulgaria, near the town of Krumovgrad.

DPM holds interests in a number of exploration and development properties located in Serbia and Ecuador through its subsidiaries, including:

• 100% of Crni Vrh Resources d.o.o. and DPM Avala d.o.o., which hold the Čoka Rakita project and the Timok gold project, respectively, in Serbia; and

• 100% of DPM Ecuador S.A., which is focused on the exploration and development of the Loma Larga gold project and the Tierras Coloradas exploration property in Ecuador.

Discontinued operations:

DPM also owns:

• 92% of Dundee Precious Metals Tsumeb (Proprietary) Limited (“Tsumeb”), which owns and operates a custom smelter located in Tsumeb, Namibia. On January 31, 2024, DPM reacquired the 8% ownership interest from Greyhorse Mining (Proprietary) Limited ("GHM") and resumed its 100% ownership interest in Tsumeb.

In 2023, the Company decided to undertake a strategic review of its Tsumeb operation, including a potential sale, given that the smelter is no longer expected to process any Chelopech concentrate commencing in 2024 and as a result, it is no longer seen as strategic to DPM's asset portfolio. As a result, the assets and liabilities of Tsumeb have been presented as held for sale in the consolidated statement of financial position as at December 31, 2023 and the operating results and cash flows of Tsumeb have been presented as discontinued operations in the consolidated statements of earnings (loss) and cash flows for the years ended December 31, 2023 and 2022. As a consequence, certain comparative figures in the consolidated statements of earnings (loss) and cash flows have been reclassified to conform with current year presentation.

All operational and financial information contained in this MD&A are related to continuing operations, unless otherwise stated.

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OPERATING AND FINANCIAL HIGHLIGHTS

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Gold Production and Copper Production and Mine Cost of Sales
Payable Gold Sold Payable Copper Sold All-in Sustaining Cost and
(Koz) (Mlbs) Cash Cost
($/oz)
73 76 74 77 9
66 69 63 65 68 70 7 7 7 8 7 7 7 7 990 974 929 901 877
6
1,008 872 911 876
733
701 580 541 708 609
Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4
2022 2023 2023 2023 2023 2022 2023 2023 2023 2023 2022 2023 2023 2023 2023
Production Payable Sold Production Payable Sold Mine Cost of Sales (1)
All-in Sustaining Cost (2)
Mine Cash Cost (2)
Cash Provided from Revenue Cost of Sales
Operating Activities and ($M) ($M)
Free Cash Flow
from Continuing Operations
($M) 1,918 1,961 1,921 2,025
1,752
66 66 66 70 71 133 139
126 122
55 113
49 46 49 65 62 60 61 61
30
Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4
2022 2023 2023 2023 2023 2022 2023 2023 2023 2023 2022 2023 2023 2023 2023
Cash from Operating Activities Revenue Cost of Sales
Average Realized Gold Price ($/oz) (2)
Free Cash Flow (2)
Net Earnings and Return of Capital Cash and Cash Equivalents
Adjusted Net Earnings to Shareholders ($M)
from Continuing Operations ($M)
($M) 95.8
76.1
0.12 0.23 0.27 0.20 0.28 48.8 542 563 595
15.9 473
433
32.9
27.3
44 43 50 50 52 50 19.6
37 37 15.9
25.3
22 22 7.6 8.3 19.7 12.3
7.6 7.6 7.6 7.6 7.4
Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4
2022 2023 2023 2023 2023 2022 2023 2023 2023 2023 2022 2023 2023 2023 2023
Net Earnings from continuing operations Dividends Paid Cash and cash equivalents (3)
Adjusted Net Earnings (2) Payments for Share Repurchases
Adjusted Basic Earnings per Share (2) Year-to-Date Cumulative
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• 1) Cost of sales per ounce of gold sold represents cost of sales for Chelopech and Ada Tepe divided by payable gold in concentrate sold, while allin sustaining cost and cash cost per ounce of gold sold include treatment and freight charges, net of by-product credits, all of which are reflected in revenue.

• 2) All-in sustaining cost per ounce of gold sold; cash cost per ounce of gold sold; free cash flow; average realized metal prices; adjusted net earnings and adjusted basic earnings per share are non-GAAP financial measures or ratios. Refer to the “Non-GAAP Financial Measures” section commencing on page 48 of this MD&A for more information, including reconciliations to IFRS measures.

• 3) Q4 2023 excludes cash and cash equivalents of $1.8 million from discontinued operations, which was included in assets held for sale as at December 31, 2023.

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The following table summarizes the Company’s selected operating and financial highlights for the quarter and year ended December 31, 2023 and 2022:

$ thousands, unless otherwise indicated	Fourth Quarter Full Year 2023 2022 Change 2023 2022 Change
Operating Highlights Ore processed t Metals contained in concentrate produced: Gold oz Copper Klbs Payable metals in concentrate sold: Gold oz Copper Klbs Cost of sales per ounce of gold sold $/oz Cash cost per ounce of gold sold(1) $/oz All-in sustaining cost per ounce of gold sold(1) $/oz Capital expenditures incurred(2): Sustaining(3) Growth(4) Total capital expenditures	735,524759,241 (3%) 2,952,7112,991,782 (1%) 77,08373,420 5% 296,072273,109 8% 8,229 7,436 11% 30,54730,835 (1%) 69,56465,831 6% 265,743242,697 9% 7,009 6,726 4% 26,65127,224 (2%) 877 990 (11%) 919 975 (6%) 609 701 (13%) 610 646 (6%) 876 1,008 (13%) 849 885 (4%) 8,03012,852 (38%) 31,17739,431 (21%) 9,95911,162 (11%) 29,31631,435 (7%) 17,98924,014 (25%) 60,49370,866 (15%)
Financial Highlights Average realized prices(1): Gold $/oz Copper $/lb Revenue Cost of sales Earnings (loss) before income taxes(5) From continuing operations From discontinued operations Adjusted EBITDA(1),(5) From continuing operations From discontinued operations Net earnings (loss)(5) From continuing operations From discontinued operations Basic earnings (loss) per share(5) $/sh From continuing operations $/sh From discontinued operations $/sh Adjusted net earnings(1),(5) From continuing operations From discontinued operations Adjusted basic earnings per share(1),(5) $/sh From continuing operations $/sh From discontinued operations $/sh Cash provided from operating activities(5) From continuing operations From discontinued operations Free cash flow(1),(5) From continuing operations From discontinued operations Dividends paid Payments for share repurchases	2,025 1,752 16% 1,957 1,795 9% 3.74 3.65 2% 3.82 3.98 (4%) 139,339112,968 23% 520,091433,490 20% 60,98065,141 (6%) 244,207236,668 3% 63,88537,632 70% 216,66558,742 269% 58,45426,374 122% 205,702139,403 48% 5,43111,258 (52%) 10,963(80,661) 114% 79,63458,254 37% 287,163252,869 14% 72,01345,428 59% 268,355222,847 20% 7,62112,826 (41%) 18,80830,022 (37%) 57,47633,320 72% 192,93935,923 437% 52,04522,062 136% 181,976116,584 56% 5,43111,258 (52%) 10,963(80,661) 114% 0.32 0.18 78% 1.04 0.19 447% 0.29 0.12 142% 0.98 0.61 61% 0.03 0.06 (50%) 0.06 (0.42) 114% 55,47233,320 66% 190,935129,027 48% 50,04122,062 127% 179,972118,953 51% 5,43111,258 (52%) 10,96310,074 9% 0.31 0.18 72% 1.03 0.68 51% 0.28 0.12 133% 0.97 0.62 56% 0.03 0.06 (50%) 0.06 0.06 (1%) 78,17949,289 59% 275,682232,052 19% 71,26848,527 47% 261,626209,589 25% 6,911 762 807% 14,05622,463 (37%) 51,76233,263 56% 231,852166,437 39% 49,33630,039 64% 227,915150,534 51% 2,426 3,224 (25%) 3,93715,903 (75%) 7,320 7,604 (4%) 30,16628,606 5% 12,247 - 100% 65,59013,619 382%

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	December 31,	December 31,	Increase/
As at December 31,	2023	2022	(Decrease)
Financial Position and Available Liquidity
Cash and cash equivalents(6)	595,285	433,176	162,109
Investments at fair value	11,900	40,773	(28,873)
Available liquidity(7)	745,285	583,176	162,109

• 1) Cash cost per ounce of gold sold; all-in sustaining cost per ounce of gold sold; average realized metal prices; adjusted EBITDA; adjusted net earnings; adjusted basic earnings per share and free cash flow are non-GAAP financial measures or ratios. Refer to the “Non-GAAP Financial Measures” section commencing on page 48 of this MD&A for more information, including reconciliations to IFRS measures.

• 2) Capital expenditures incurred were reported on an accrual basis and do not represent the cash outlays for the capital expenditures.

• 3) Sustaining capital expenditures are generally defined as expenditures that support the ongoing operation of the asset or business without any associated increase in capacity, life of assets or future earnings. This measure is used by management and investors to assess the extent of non-discretionary capital spending being incurred by the Company each period.

• 4) Growth capital expenditures are generally defined as capital expenditures that expand existing capacity, increase life of assets and/or increase future earnings. This measure is used by management and investors to assess the extent of discretionary capital spending being undertaken by the Company each period.

• 5) These measures include discontinued operations.

• 6) Cash and cash equivalents as at December 31, 2023 excluded $1.8 million from discontinued operations, which was included in assets held for sale.

• 7) Available liquidity is defined as cash and cash equivalents plus the available capacity under DPM’s long-term revolving credit facility (“RCF”) at the end of each reporting period.

Operating Highlights

In 2023, the Company’s mining operations continued to deliver strong results, with Ada Tepe achieving record gold production, and Chelopech achieving its annual guidance for gold and copper production. Consolidated all-in sustaining cost per ounce of gold sold was within the guidance range for the year.

• Gold contained in concentrate produced in the fourth quarter and full year of 2023 of 77,083 ounces and 296,072 ounces, respectively, was 5% and 8% higher than the corresponding periods in 2022 due primarily to mining in higher grade zones at Ada Tepe, partially offset by lower gold grades at Chelopech, in-line with the mine plans for both operations.

• Payable gold in concentrate sold in the fourth quarter and full year of 2023 of 69,564 ounces and 265,743 ounces, respectively, was 6% and 9% higher than the corresponding periods in 2022 primarily reflecting higher gold production.

• Copper production in the fourth quarter of 2023 of 8.2 million pounds was 11% higher than the corresponding period in 2022 due primarily to higher copper grades. Copper production in 2023 of 30.5 million pounds was comparable to 2022 due primarily to lower copper grades largely offset by higher volumes of ore processed.

• Payable copper in concentrate sold in the fourth quarter of 2023 of 7.0 million pounds was 4% higher than the corresponding period in 2022 due primarily to higher copper production, partially offset by the timing of deliveries. Payable copper in 2023 of 26.7 million pounds was comparable to 2022, consistent with copper production.

• All-in sustaining cost per ounce of gold sold in the fourth quarter of 2023 of $876 was 13% lower than the corresponding period in 2022 due primarily to higher volumes of gold sold, lower cash outlays for sustaining capital expenditures, lower prices for power, and higher by-product credits as a result of higher volumes and realized prices of copper sold, partially offset by a stronger Euro relative to the U.S. dollar. All-in sustaining cost per ounce of gold sold in 2023 of $849 was 4% lower than 2022 due primarily to higher volumes of gold sold, lower treatment and freight charges at Chelopech and lower prices for power, partially offset by higher local currency mine operating costs reflecting higher costs for labour and direct materials, lower by-product credits as a result of lower volumes and realized prices of copper sold, and higher share-based compensation expenses reflecting DPM’s strong share price performance.

• Sustaining capital expenditures incurred in the fourth quarter of 2023 of $8.0 million were 38% lower than the corresponding period in 2022 of $12.9 million due primarily to the planned upgrade of the tailings management facility at Chelopech, which occurred throughout 2022 and was completed in the second quarter of 2023. Sustaining capital expenditures in 2023 of $31.2 million were 21% lower

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than 2022 of $39.4 million due primarily to the completion of the tailings management facility upgrade at Chelopech, as well as the inclusion of the capitalized lease and leasehold improvements related to the new head office in 2022.

• Growth capital expenditures incurred during the fourth quarter and full year of 2023, primarily related to the Loma Larga gold project, were $10.0 million and $29.3 million, respectively, compared to $11.2 million and $31.4 million in the corresponding periods in 2022.

Financial Highlights

Financial results in 2023 reflected higher volumes and realized prices of gold sold, partially offset by higher planned exploration and evaluation expenses.

• Revenue in the fourth quarter of 2023 of $139.3 million was 23% higher than the corresponding period in 2022 due primarily to higher volumes and realized prices of gold sold. Revenue in 2023 of $520.1 million was 20% higher than 2022 due primarily to higher volumes and realized prices of gold sold, and lower treatment and freight charges at Chelopech as a result of increased deliveries to thirdparty smelters, partially offset by lower volumes and realized prices of copper sold.

• Cost of sales in the fourth quarter of 2023 of $61.0 million decreased compared to $65.1 million in the corresponding period in 2022 due primarily to lower prices for power and lower depreciation expenses. Cost of sales in 2023 of $244.2 million increased compared to $236.7 million in 2022 due primarily to higher local currency mine operating costs reflecting higher costs for labour and direct materials, partially offset by lower prices for power.

• Net earnings from continuing operations in the fourth quarter of 2023 of $52.1 million ($0.29 per share) increased compared to $22.1 million ($0.12 per share) in the corresponding period in 2022 due primarily to higher volumes and realized prices of gold and copper sold, partially offset by higher planned exploration and evaluation expenses. Net earnings from continuing operations in 2023 of $182.0 million ($0.98 per share) increased compared to $116.6 million ($0.61 per share) in 2022 due primarily to higher volumes and realized prices of gold sold, lower treatment and freight charges at Chelopech and higher interest income, partially offset by higher planned exploration and evaluation expenses, and higher share-based compensation expenses reflecting DPM’s strong share performance. Net earnings (loss) in the fourth quarter and full year of 2023 of $57.5 million ($0.32 per share) and $192.9 million ($1.04 per share), respectively, increased compared to $33.3 million ($0.18 per share) and $35.9 million ($0.19 per share) in the corresponding periods in 2022 due primarily to the same factors affecting net earnings from continuing operations. Net earnings in 2022 were also impacted by an impairment charge of $85.0 million in respect of the Tsumeb smelter, which was included in net loss from discontinued operations in 2022.

• Adjusted net earnings from continuing operations in the fourth quarter and full year of 2023 of $50.1 million ($0.28 per share) and $180.0 million ($0.97 per share), respectively, increased compared to $22.1 million ($0.12 per share) and $118.9 million ($0.62 per share) in the corresponding periods in 2022 due primarily to the same factors affecting net earnings from continuing operations, except for adjusting items mainly related to gains or losses on derivatives.

• Earnings before income taxes from continuing operations in the fourth quarter and full year of 2023 of $58.5 million and $205.7 million, respectively, increased compared to $26.4 million and $139.4 million in the corresponding periods in 2022, reflecting the same factors that affected net earnings from continuing operations, except for income taxes, which are excluded.

• Adjusted EBITDA from continuing operations in the fourth quarter and full year of 2023 of $72.0 million and $268.4 million, respectively, increased compared to $45.5 million and $222.9 million in the corresponding periods in 2022, reflecting the same factors that affected adjusted net earnings from continuing operations, except for interest, income taxes, depreciation and amortization, which are excluded from adjusted EBITDA.

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• Cash provided from operating activities from continuing operations in the fourth quarter of 2023 of $71.3 million was 47% higher than the corresponding period in 2022 due primarily to higher adjusted EBITDA from continuing operations generated in the quarter, as well as the timing of deliveries and subsequent receipt of cash partially offset by the timing of payments to suppliers. Cash provided from operating activities from continuing operations in 2023 of $261.6 million was 25% higher than 2022 due primarily to higher adjusted EBITDA from continuing operations generated in the year, partially offset by the timing of deliveries and subsequent receipt of cash and the timing of payments to suppliers.

• Free cash flow from continuing operations in the fourth quarter and full year of 2023 of $49.3 million and $227.9 million, respectively, was $19.3 million and $77.4 million higher than the corresponding periods in 2022 due primarily to higher adjusted EBITDA from continuing operations generated in the periods and lower cash outlays for sustaining capital expenditures. Free cash flow is calculated before changes in working capital.

• Return of capital to shareholders through dividends paid of $30.2 million ($0.04 per share) and payments for shares repurchased under the Normal Course Issuer Bid (“NCIB”) of $65.6 million in 2023, which in aggregate represented 42% of free cash flow, in-line with the Company's commitment to a sustainable quarterly dividend and its share buyback program reflecting strong ongoing operational performance and significant free cash flow generation.

• Strong balance sheet as at December 31, 2023 with $595.3 million in cash and cash equivalent, an undrawn $150.0 million RCF and no debt.

Growth, Exploration and Other Highlights

• Chelopech life of mine plan: In November 2023, DPM announced a mine life extension to 2032, an optimized life of mine (“LOM”) plan, and updated Mineral Resource and Mineral Reserve estimate for the Chelopech mine. The updated LOM adds approximately 128,000 ounces of recovered gold and 9 million pounds of recovered copper between 2024 and 2032. During this period, LOM gold grades and copper grades increased by 5% and 3%, respectively, and recoveries for gold increased by 5%.

• Čoka Rakita gold project: The Company completed a maiden Mineral Resource estimate (“MRE”) for the Čoka Rakita project in Serbia in December 2023, within 11 months of announcing the initial discovery. DPM is advancing a preliminary economic assessment (“PEA”) for the project targeting a throughput rate of 850,000 tonnes per annum, which is expected to be completed in the second quarter of 2024. Exploration activities continue to focus on an accelerated drilling program extending the limits of Čoka Rakita, which remains open to the northeast and southwest, and the Company is aggressively pursuing additional skarn targets on four licences.

• Loma Larga gold project : The Company continued to progress activities related to permitting and stakeholder relations during the fourth quarter. In October 2023, a new President of Ecuador was elected and the Company is working with the newly formed government to fulfill the requirements of the August 2023 ruling by the Provincial Court of Azuay. The Company entered into an investment protection agreement (“IPA”) for the project, providing further legal protections and tax stability. DPM will continue to progress on the updated feasibility study (“FS”) in order to pursue additional optimization opportunities and to potentially incorporate the results of drilling, once DPM is able to recommence those activities.

• Tierras Coloradas exploration prospect : The Company commenced a 10,000-metre drilling program at Tierras Coloradas in August 2023. This drilling program is designed to follow up results reported in the first quarter of 2023 which confirmed two well-mineralized high-grade vein systems that remain open in multiple directions, and is expected to be completed by the end of the first quarter of 2024.

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• Acquisition of Osino: On December 18, 2023, DPM announced an agreement to acquire Osino Resources Corp. ("Osino"), which holds the advanced-stage Twin Hills gold project offering near-term production growth, and an extensive exploration portfolio in Namibia. The acquisition of Osino is subject to the approval of Osino’s securityholders as well as applicable regulatory approvals, including approval under the Namibia Competition Act. In addition, each of DPM and Osino has the right to terminate the transaction in certain circumstances. Provided that all approvals are obtained and neither party exercises its right to terminate, the transaction is expected to close in the first half of 2024.

• ESG: DPM scored in the 91st percentile among metals and mining companies in the 2023 S&P Global Corporate Sustainability Assessment for the third consecutive year, and was included in the 2024 Sustainability Yearbook.

For a more detailed discussion on the operating results of Chelopech and Ada Tepe, activities related to the growth projects and exploration, as well as the financial results, refer to the “Review of Operating Results by Segment”, “Development and Other Major Projects”, “Exploration” and “Review of Financial Results” sections of this MD&A. For a detailed discussion on the operating and financial results of Tsumeb as a discontinued operation, refer to the “Discontinued Operations” section of this MD&A.

2023 ACTUAL RESULTS IN COMPARISON TO 2023 GUIDANCE

The following table provides a comparison of the Company’s results to its 2023 original and updated guidance:

$ millions, unless otherwise indicated		Original	Updated	2023
		Consolidated	Consolidated	Consolidated
		Guidance(1)	Guidance(2)	Results
Ore processed	Kt	2,820 - 3,010	2,820 - 3,010	2,953
Cash cost per tonne of ore processed(3)
Chelopech	$/t	53 - 58	53 - 58	50
Ada Tepe	$/t	73 - 79	73 - 79	67
Metals contained in concentrate produced(4)
Gold(5)	Koz	270 - 315	270 - 315	296
Copper	Mlbs	30 - 35	30 - 35	31
Payable metals in concentrate sold
Gold(5)	Koz	245 - 290	245 - 290	266
Copper	Mlbs	26 - 31	26 - 31	27
All-in sustaining cost per ounce of gold sold(3)	$/oz	700 - 860	700 - 860	849
Complex concentrate smelted(6)	Kt	200 - 230	200 - 230	189
Cash cost per tonne of complex concentrate smelted(3),(6)	$/t	340 - 410	340 - 410	414
Corporate general and administrative expenses(7)		25 - 28	25 - 28	24
Exploration and evaluation expenses		25 - 30	38 - 46	47
Sustaining capital expenditures(6)		46 - 57	46 - 57	45
Growth and other capital expenditures(6)		22 - 31	30 - 39	30

1) As disclosed in the MD&A issued on February 16, 2023.

2) As disclosed in the MD&A issued on August 1, 2023.

3) Cash cost per tonne of ore processed, all-in sustaining cost per ounce of gold sold and cash cost per tonne of complex concentrate smelted are non-GAAP ratios. Refer to the “Non-GAAP Financial Measures” section commencing on page 48 of this MD&A for more information, including reconciliations to IFRS measures.

• 4) Metals contained in concentrate produced are prior to deductions associated with smelter terms.

5) Includes gold in pyrite concentrate produced of 54,513 ounces compared to guidance of 45,000 to 51,000 ounces and payable gold in pyrite concentrate sold of 37,732 ounces compared to guidance of 30,000 to 37,000 ounces, respectively.

• 6) These measures relate to or include discontinued operations.

• 7) Excludes share-based compensation expense of approximately $12 million, including mark-to-market adjustments from movements in the Company’s share price of $7 million, compared to guidance of approximately $3 million, given the volatile nature of this expense. This is a change from the historical approach to the Company's detailed guidance on corporate general and administrative expenses.

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DPM achieved its 2023 gold and copper production and delivery guidance as a result of continued strong operating performance at Chelopech and Ada Tepe.

Both Chelopech and Ada Tepe achieved a cash cost per tonne of ore processed below the low end of their respective guidance ranges for the year due primarily to lower than expected local currency operating expenses reflecting improvement to the local inflationary environment during the year.

All-in sustaining cost per ounce of gold sold in 2023 of $849 was at the higher end of the guidance range of $700 to $860, due primarily to higher treatment charges at Chelopech, lower by-product credits as a result of lower volumes and prices of copper sold, and higher share-based compensation expense reflecting strong DPM share price performance, partially offset by lower cash outlays for sustaining capital and lower than expected local currency operating costs.

Complex concentrate smelted and cash cost per tonne of complex concentrate smelted from discontinued operations were below and above the 2023 guidance ranges, respectively, due to the unplanned downtime and the Ausmelt furnace maintenance, which was extended in order to complete repairs to the off-gas system in 2023.

Sustaining capital expenditures in 2023 of $45 million was below the low end of the guidance range of $46 million and $57 million, due primarily to the timing of digital and technology related initiatives, as well as benefits from the cost optimizations of the Ausmelt furnace maintenance in 2023 related to discontinued operations.

Growth and other capital expenditures in 2023 of $30 million was at the lower end of the updated consolidated guidance range of $30 million and $39 million, due primarily to the timing of a capitalized lease related to the electric mobile equipment as part of the Company’s ESG initiatives, which is deferred to 2024.

THREE-YEAR OUTLOOK

DPM continues to focus on optimizing its existing mining operations and transforming its growth pipeline by advancing its development projects and exploration activities, as highlighted in the 2024 to 2026 outlook and detailed 2024 guidance below.

DUNDEE PRECIOUS METALS INC. | 11

2024 to 2026 Outlook

The production outlook for 2024 to 2026 is based on historical performance and experience at DPM’s operations and in the case of its mining operations is consistent with the production schedules outlined in the news release for Chelopech entitled “Dundee Precious Metals Extends Life of Mine Plan to 2032 for the Chelopech Mine in Bulgaria and Provides Mineral Reserve and Mineral Resource Update and Highlights from Exploration Activities” dated November 29, 2023, the technical report for Chelopech entitled “NI 43-101 Technical Report – Mineral Resource and Reserve Update, Chelopech Mine, Chelopech, Bulgaria” with an effective date of March 31, 2022 (the “Chelopech Technical Report”), and the technical report for Ada Tepe entitled “NI 43-101 Technical Report – Mineral Resource and Reserve Update, Ada Tepe Mine, Krumovgrad, Bulgaria” with an effective date of December 31, 2022, all of which have been filed on SEDAR+ (www.sedarplus.ca) and are posted on the Company’s website (www.dundeeprecious.com). For 2025 and 2026, production and cost estimates do not fully incorporate operating performance improvements in respect of mine throughput and potential changes to mine grades and recoveries. The 2024 to 2026 outlook is forward looking and based on certain estimates and assumptions which involve risks and uncertainties and is predicated on the Russia-Ukraine and Middle East conflicts and any related international action having no material impact on DPM’s production and costs. Actual results may vary materially from management’s expectations. See the “Cautionary Note Regarding Forward Looking Statements” and “Risks and Uncertainties” sections later in this MD&A for further information.

Highlights of the three-year outlook include:

• Maintains strong gold production levels : Over the next three years, gold production is expected to average approximately 240,000 ounces per year based on current mine plans, with a forecasted reduction in the current 2026 outlook as Ada Tepe reaches the end of its mine life. The outlook for production will be updated, pending the completion of the Osino acquisition, which is targeted for the first half of 2024.

• Stable copper production : Copper production over the next three years is expected to average approximately 33 million pounds per year based on current mine plans, with higher forecasted production in 2025 as compared to the previous outlook.

• All-in sustaining cost: All-in sustaining cost per ounce of gold sold is expected to range between $790 and $930 in 2024, which is higher than previously expected due primarily to lower by-product credits reflecting a lower copper price assumption and lower volumes of copper sold, and higher local currency operating costs. 2025 outlook for all-in sustaining cost per ounce of gold sold remains unchanged from the previous outlook range of $720 to $880, which is lower than 2024 due primarily to higher anticipated volumes of copper sold. All-in sustaining cost per ounce of gold sold in 2026 is expected to be between $760 and $900, higher than 2025 due primarily to lower volume of gold sold from Ada Tepe.

• Sustaining capital expenditures: Sustaining capital expenditures are expected to trend lower over the next three years due primarily to the gradual reduction in activities at Ada Tepe as the mine approaches its end of life in 2026.

In December 2023, the Company announced that it had entered into a definitive agreement to acquire Osino. The acquisition of Osino is subject to the approval of Osino's securityholders as well as applicable regulatory approvals, including approval under the Namibia Competition Act. In addition, each of DPM and Osino has the right to terminate the transaction in certain circumstances. Provided that all approvals are obtained and neither party exercises its right to terminate, the transaction is expected to close in the first half of 2024, following which DPM will provide an update to its 2024 guidance and three-year outlook in due course.

DUNDEE PRECIOUS METALS INC. | 12

The Company’s detailed guidance for 2024 is set out in the following table:

$ millions, unless otherwise indicated		Chelopech	Ada Tepe	Tsumeb	Corporate and Other	Consolidated Guidance
Ore processed	Kt	2,090 - 2,200	710 - 800	-	-	2,800 - 3,000
Cash cost per tonne of ore processed(1)	$/t	53 - 58	68 - 75	-	-	-
Metals contained in concentrate
produced(2),(3)
Gold	Koz	155 - 175	90 - 110	-	-	245 - 285
Copper	Mlbs	29 - 34	-	-	-	29 - 34
Payable metals in concentrate sold(3)
Gold	Koz	130 - 145	80 - 100	-	-	210 - 245
Copper	Mlbs	23 - 27	-	-	-	23 - 27
All-in sustaining cost per ounce of gold sold(1),(4)	$/oz	650 - 790	710 - 830	-	-	790 - 930
Complex concentrate smelted(5)	Kt	-	-	200 - 230	-	200 - 230
Cash cost per tonne of complex concentrate smelted(1),(5)	$/t	-	-	310 - 360	-	310 - 360
Corporate general and administrative expenses(6)		-	-	-	24 - 27	24 - 27
Exploration expenses(1)		-	-	-	-	33 - 39
Evaluation expenses(1),(7)		-	-	-	-	10 - 13
Sustaining capital expenditures(1),(5),(8)		14 - 18	11 - 14	9 - 11	2 - 3	36 - 46
Growth and other capital expenditures(1),(5),(8),(9)		2 - 3	0 - 1	0 - 1	14 - 15	16 - 20

• 1) Based on a Euro/US$ exchange rate of 1.10, a US$/ZAR exchange rate of 18.00, a copper price of $3.75 per pound and a sulphuric acid price of $105 per tonne, where applicable.

• 2) Metals contained in concentrate produced are prior to deductions associated with smelter terms.

• 3) Gold produced includes gold in pyrite concentrate produced of 50,000 to 55,000 ounces and payable gold sold includes payable gold in pyrite concentrate sold of 35,000 to 39,000 ounces.

• 4) Allocated general and administrative expenses are reflected in consolidated all-in sustaining cost per ounce of gold sold, however are not reflected in the all-in sustaining cost per ounce of gold sold for Chelopech and Ada Tepe, given that the nature of such expenses is more reflective of the Company’s consolidated all-in sustaining cost and not pertaining to the individual operations of the Company.

• 5) These measures relate to or include discontinued operations.

• 6) Excludes share-based compensation expense of approximately $6 million, before mark-to-market adjustments from movements in the Company’s share price, given the volatile nature of this expense.

• 7) Guidance on evaluation expenses relates to Čoka Rakita gold project which was initiated in 2023.

• 8) Represents capital expenditures on an accrual basis and do not represent the cash outlays for the capital expenditures.

• 9) Growth and other capital expenditures in Corporate and Other include the estimated running cost for the Loma Larga gold project of $10 million to $11 million, as well as a capitalized lease related to electric mobile equipment carried from 2023 of $4 million as part of the Company’s ESG initiatives.

Certain key cost measures in the Company’s detailed guidance for 2024 are sensitive to market assumptions, including copper price and foreign exchange rates. The following table demonstrates the effect of a 10% change in these market assumptions on the consolidated all-in sustaining cost as well as the smelter cash cost from discontinued operations provided in the 2024 guidance.

			All-in	Smelter
	2024	Hypothetical	sustaining cost	cash cost
	assumptions	**change **	($/oz)	($/t)
Copper	$3.75/lb	+/- 10%	+/- $44/oz	N/A
Euro/US$	1.10	+/- 10%	+/- $108/oz	N/A
US$/ZAR(1),(2)	18.00	+/- 10%	N/A	-$35/t /+ $31/t

• 1) Relates to discontinued operations.

• 2) As at December 31, 2023, approximately 62% of projected Namibian dollar operating expenses related to discontinued operations for 2024 have been hedged with option contracts providing a weighted average floor rate of 17.94 and a weighted average ceiling rate of 20.24.

DUNDEE PRECIOUS METALS INC. | 13

The Company’s three-year outlook is set out in the following table:

		2023	2024	2025	2026
$ millions, unless otherwise indicated		Results	Guidance	Outlook	Outlook
Gold contained in concentrate produced(1),(2)
Chelopech	Koz	162	155 - 175	160 - 185	140 - 155
Ada Tepe	Koz	134	90 - 110	70 - 85	50 - 65
Total	Koz	296	245 - 285	230 - 270	190 - 220
Copper contained in concentrate produced(1)
Chelopech	Mlbs	31	29 - 34	31 - 36	30 - 35
All-in sustaining cost per ounce of gold sold(3),(4)	$/oz	849	790 - 930	720 - 880	760 - 900
Complex concentrate smelted(5)	Kt	189	200 - 230	200 - 230	200 - 230
Cash cost per tonne of complex concentrate smelted(3),(5)	$/t	414	310 - 360	310 - 360	310 - 360
Sustaining capital expenditures(3),(6)
Chelopech		19	14 - 18	12 - 15	12 - 15
Ada Tepe		10	11 - 14	8 - 10	4 - 5
Tsumeb(5)		14	9 - 11	12 - 15	10 - 12
Corporate digital initiatives		2	2 - 3	2 - 3	2 - 3
Consolidated		45	36 - 46	34 - 43	28 - 35

• 1) Metals contained in concentrate produced are prior to deductions associated with smelter terms.

• 2) Gold produced includes gold in pyrite concentrate produced of 50,000 to 55,000 ounces for 2024, 48,000 to 54,000 ounces in 2025, and 45,000 to 49,000 ounces in 2026.

• 3) Based on, where applicable, a Euro/US$ exchange rate of 1.10, a US$/ZAR exchange rate of 18.00, and a copper price of $3.75 per pound for all years, and a sulphuric acid price of $105 per tonne for 2024, $79 per tonne for 2025 and $82 per tonne for 2026, where applicable.

• 4) Reflects DPM general and administrative expenses being allocated based on Chelopech and Ada Tepe’s proportion of total revenue, including discontinued operations. Removing Tsumeb from the allocation would increase all-in sustaining cost by an average of $35 per ounce of gold sold for each of the three years.

• 5) Related to discontinued operations.

• 6) Represents capital expenditures on an accrual basis and do not represent the cash outlays for the capital expenditures.

The estimated metals contained in concentrate produced and payable metals in concentrate sold detailed in the Company’s 2024 guidance and three-year outlook are not expected to occur evenly throughout the period and are forecast to vary from quarter to quarter depending on mine sequencing, the timing of concentrate deliveries and planned maintenances. The rate of capital expenditures is also expected to vary from quarter to quarter based on the schedule for, and execution of, each capital project.

Additional detail on the Company’s three-year outlook is set out below:

Chelopech

Gold and copper contained in concentrate produced are expected to be consistent with production schedules and expected grades outlined in the most recently issued technical report. Gold contained in concentrate produced remains unchanged from the previous outlook for 2024 and 2025, with the outlook for 2026 slightly below the 2025 production level, in-line with the mine plan. The outlook for copper contained in concentrate produced remains unchanged in 2024 and 2025 from the previous outlook and is expected to remain at the consistent production level in 2026.

Cash cost per tonne of ore processed in 2024 is expected to be higher than 2023, due primarily to higher local currency operating costs.

All-in sustaining cost per ounce of gold sold in 2024 is expected to be lower than 2023, due primarily to lower treatment charges as all Chelopech concentrates will now be delivered to third-party smelters, partially offset by higher local currency operating costs.

DUNDEE PRECIOUS METALS INC. | 14

Sustaining capital expenditures in 2024 are expected to be lower than 2023 results, mainly due to the completion of the tailings management facility in 2023. Sustaining capital expenditures are expected to trend lower in 2025 and 2026 due primarily to lower expenditures related to mobile equipment. Growth capital expenditures related to resource development drilling and margin improvement projects are expected to be between $2 million and $3 million in 2024, relatively consistent year over year.

Ada Tepe

Gold contained in concentrate produced remains unchanged from the previous outlook for 2024 and 2025 and is expected to be lower in 2026, in-line with the mine plan as the mine reaches its end of life before the end of 2026.

Cash cost per tonne of ore processed is expected to be higher in 2024 as compared to 2023, due primarily to higher operating costs.

All-in sustaining cost per ounce of gold sold is expected to be higher in 2024 as compared to 2023, due primarily to lower volumes of gold sold and higher local currency operating costs.

Sustaining capital expenditures are expected to be slightly higher than the previous outlook range of $10 million to $12 million in 2024 due primarily to higher deferred stripping costs and increased costs related to Ada Tepe’s integrated waste management facility, before reducing to a range of $8 million to $10 million in 2025, in line with the previous outlook, and reducing further to a range of $4 million to $5 million in 2026 as the mine reaches the end of its life.

Loma Larga gold project

Growth capital expenditures for 2024 associated with the Loma Larga gold project are expected to be between $10 million and $11 million, approximately half of the amount spent in 2023, covering the estimated running costs for the year, which mainly include general and administrative expenses, certain permitting, social and environmental related activities. In 2023, higher spend was a result of the additional scope of work related to the updated FS work as well as increased activities related to stakeholder engagement. DPM will continue to take a disciplined approach with respect to future investments in the Loma Larga gold project, based on the receipt of key milestones, overall operating environment in-country and other capital allocation priorities.

See the “Development and Other Major Projects – Loma Larga Gold Project” section contained in this MD&A for further details.

Exploration and evaluation expenses

Exploration expenditures in 2024 are expected to be between $33 million and $39 million due primarily to higher expected drilling activities at Čoka Rakita and at the new Potaj Čuka prospect located to the north of Čoka Rakita in Serbia, as well as a new drilling program at the new Krumovitsa licence at Ada Tepe in Bulgaria.

Evaluation expenditures in 2024 are expected to be between $10 million and $13 million related to the PEA for the Čoka Rakita project, which is expected to be completed in the second quarter of 2024. If positive results are achieved from the PEA and the Company decides to proceed with a pre-feasibility study (“PFS”), the Company may increase its guidance for evaluation expenditures. The amount and timing for this additional funding is dependent on the timing of the completion of the PEA.

See the “Exploration” and “Development and Other Major Projects - Čoka Rakita Project” sections contained in this MD&A for further details.

DUNDEE PRECIOUS METALS INC. | 15

REVIEW OF OPERATING RESULTS BY SEGMENT

Review of Chelopech Results

$ thousands, unless otherwise indicated

Fourth Quarter Full Year 2023 2022 Change 2023 2022 Change

Operating Highlights Ore mined t Ore processed t Head grades: Gold g/t Copper % Recoveries: Gold in gold-copper concentrate % Gold in pyrite concentrate % Gold combined recoveries % Copper % Gold-copper concentrate produced t Pyrite concentrate produced t Metals contained in concentrate produced: Gold in gold-copper concentrate oz Gold in pyrite concentrate oz Total gold production oz Copper Klbs Cost of sales per tonne of ore processed $/t Cash cost per tonne of ore processed $/t Gold-copper concentrate delivered t Pyrite concentrate delivered t Payable metals in concentrate sold(1): Gold in gold-copper concentrate oz Gold in pyrite concentrate oz Total payable gold oz Payable copper Klbs Cost of sales per ounce of gold sold $/oz Cash cost per ounce of gold sold $/oz All-in sustaining cost per ounce of gold sold $/oz Capital expenditures incurred(2): Sustaining Growth Total capital expenditures

566,651556,108 2% 2,205,7522,130,611 4% 564,825553,088 2% 2,205,1072,138,792 3% 2.84 3.22 (12%) 2.94 3.28 (10%) 0.78 0.74 5% 0.77 0.80 (4%) 58.3 52.4 11% 51.4 53.3 (4%) 22.9 26.9 (15%) 26.1 26.2 0% 81.2 79.3 2% 77.5 79.5 (3%) 84.7 82.9 2% 82.1 82.2 0% 39,792 36,048 10% 134,449123,046 9% 66,637 68,716 (3%) 274,565267,642 3% 30,067 29,968 0% 107,359120,053 (11%) 11,804 15,371 (23%) 54,513 59,082 (8%) 41,871 45,339 (8%) 161,872179,135 (10%) 8,229 7,436 11% 30,547 30,835 (1%) 64 71 (10%) 63 63 0% 51 51 0% 50 50 0% 39,559 37,848 5% 135,178124,061 9% 60,467 67,740 (11%) 271,165266,702 2% 27,576 28,795 (4%) 98,130110,752 (11%) 8,700 10,408 (16%) 37,732 40,828 (8%) 36,276 39,203 (7%) 135,862151,580 (10%) 7,009 6,726 4% 26,651 27,224 (2%) 993 1,006 (1%) 1,027 884 16% 814 862 (6%) 796 712 12% 985 1,127 (13%) 955 858 11% 4,622 10,375 (55%) 19,490 23,863 (18%) 717 721 (1%) 2,869 3,064 (6%) 5,339 11,096 (52%) 22,359 26,927 (17%)

1) Represents payable metals in gold-copper and pyrite concentrate sold based on provisional invoices.

2) Represents capital expenditures on an accrual basis and do not represent the cash outlays for the capital expenditures.

Metals production

Gold contained in gold-copper concentrate produced in the fourth quarter of 2023 of 30,067 was comparable to the corresponding period in 2022 due primarily to higher gold recoveries largely offset by lower gold grades. Relative to the fourth quarter of 2022, gold contained in pyrite concentrate produced in the fourth quarter of 2023 decreased by 23% to 11,804 ounces due primarily to lower gold grades and recoveries.

DUNDEE PRECIOUS METALS INC. | 16

Relative to 2022, gold contained in gold-copper concentrate produced in 2023 decreased by 11% to 107,359 ounces due primarily to lower gold grades and recoveries, in-line with the mine plan. Gold contained in pyrite concentrate produced in 2023 of 54,513 ounces was 8% lower than 2022 due primarily to lower gold grades.

Copper production in the fourth quarter of 2023 of 8.2 million pounds was 11% higher than the corresponding period in 2022 due primarily to higher copper grades. Copper production in 2023 of 30.5 million pounds was comparable to 2022 due primarily to lower copper grades largely offset by higher volumes of ore processed.

Metals sold

Relative to the fourth quarter of 2022, payable gold in gold-copper concentrate sold in the fourth quarter of 2023 decreased by 4% to 27,576 ounces, due primarily to the timing of deliveries. Payable gold in pyrite concentrate sold decreased by 16% to 8,700 ounces in the fourth quarter of 2023, compared to the corresponding period in 2022, due primarily to lower gold production.

Relative to 2022, payable gold in gold-copper concentrate sold in 2023 decreased by 11% to 98,130 ounces and payable gold in pyrite concentrate sold in 2023 decreased by 8% to 37,732 ounces, respectively, reflecting lower gold production.

Payable copper in the fourth quarter of 2023 of 7.0 million pounds was 4% higher than the corresponding period in 2022 due primarily to higher copper production, partially offset by the timing of deliveries. Payable copper in 2023 of 26.7 million pounds was comparable to 2022, consistent with copper production.

Inventory

Gold-copper concentrate inventory totalled 1,112 tonnes as at December 31, 2023, down from 1,841 tonnes as at December 31, 2022. Pyrite concentrate inventory totalled 17,641 tonnes as at December 31, 2023, up from 14,241 tonnes as at December 31, 2022. These changes in inventory were due primarily to the timing of deliveries.

Cash cost measures

Cash cost per tonne of ore processed in the fourth quarter and full year of 2023 of $51 and $50, respectively, was comparable to the corresponding periods in 2022 due primarily to higher prices for labour and direct materials and a stronger Euro relative to the U.S. dollar, largely offset by lower prices for power and higher volumes of ore processed.

Cash cost per ounce of gold sold in the fourth quarter of 2023 of $814 was 6% lower than the corresponding period in 2022 due primarily to higher by-product credits reflecting higher volumes and prices of copper sold and lower prices for power, partially offset by lower volumes of gold sold and a stronger Euro relative to the U.S. dollar. Cash cost per ounce of gold sold in 2023 of $796 was 12% higher than 2022 due primarily to lower volumes of gold sold, lower by-product credits reflecting lower volumes and prices of copper sold, higher prices for labour and direct materials and a stronger Euro relative to the U.S. dollar, partially offset by lower treatment and freight charges as a result of increased deliveries to third-party smelters and lower prices for power.

All-in sustaining cost per ounce of gold sold in the fourth quarter and full year of 2023 was $985 and $955, respectively, compared to $1,127 and $858 in the corresponding periods in 2022 due primarily to the same factors impacting cash cost per ounce of gold sold, as well as lower cash outlays for sustaining capital expenditures.

DUNDEE PRECIOUS METALS INC. | 17

Capital expenditures

Capital expenditures in the fourth quarter and full year of 2023 of $5.3 million and $22.4 million, respectively, were $5.8 million and $4.5 million lower than the corresponding periods in 2022 due primarily to the timing of expenditures. The planned upgrade of the tailings management facility was completed in the second quarter of 2023.

Mineral Reserve and Mineral Resource update

On November 29, 2023, the Company announced a mine life extension to 2032 and an interim update to the Mineral Resource and Mineral Reserve estimates and LOM plan for the Chelopech mine. The updated Mineral Reserve estimate for Chelopech, effective as of May 31, 2023, consists of total Proven and Probable Mineral Reserves with 17.6 million tonnes (“Mt”) grading 2.77 g/t of gold, 0.79% copper and 8.63 g/t of silver, for 1.57 million ounces of gold, 305.3 million pounds of copper and 4.99 million ounces of silver.

Compared to the December 31, 2022 Mineral Reserve estimate, the Company successfully added 1% to contained ounces of gold with contained pounds of copper decreasing by 2% relative to the previous Mineral Reserve estimate, extending the LOM to 2032. The updated LOM plan added approximately 128,000 ounces of recovered gold and 9 million pounds of recovered copper between 2024 and 2032, with average LOM gold grade and copper grades increased by 5% and 3% respectively, and recoveries for gold increased by approximately 5%.

Current Mineral Resources, effective as of May 31, 2023 and exclusive of Mineral Reserves, consist of Measured and Indicated Mineral Resources with 15.4 Mt grading 2.39 g/t of gold, 0.78% copper and 9.41 g/t of silver, for 1.185 million ounces of gold, 265 million pounds of copper and 4.669 million ounces of silver.

Inferred Mineral Resources were 4.3 Mt grading 2.00 g/t of gold, 0.71% copper and 8.90 g/t of silver, for 0.274 million ounces of gold, 67 million pounds of copper and 1.219 million ounces of silver. The Mineral Resources demonstrate the potential to extend the mine life, if such Mineral Resources are converted to Mineral Reserves.

See the Company’s press release dated November 29, 2023 entitled “Dundee Precious Metals Extends Life of Mine Plan to 2032 for the Chelopech Mine in Bulgaria; Provides Mineral Reserve and Mineral Resource Update and Highlights from Exploration Activities” for additional information, including key assumptions and parameters relating to the foregoing Mineral Resource and Mineral Reserve Estimates, as well as the Chelopech Technical Report, which have been posted on the Company’s website at www.dundeeprecious.com and have been filed on SEDAR+ at www.sedarplus.ca.

DUNDEE PRECIOUS METALS INC. | 18

Review of Ada Tepe Results

$ thousands, unless otherwise indicated

Fourth Quarter Full Year 2023 2022 Change 2023 2022 Change

Operating Highlights Ore mined t Stripping ratio (waste/ore) Ore processed t Gold head grade g/t Gold recoveries(1) % Gold concentrate produced t Gold contained in concentrate produced oz Cost of sales per tonne of ore processed $/t Cash cost per tonne of ore processed $/t Gold concentrate delivered t Payable gold in concentrate sold(2) oz Cost of sales per ounce of gold sold $/oz Cash cost per ounce of gold sold $/oz All-in sustaining cost per ounce of gold sold $/oz Capital expenditures incurred(3): Sustaining Growth Total capital expenditures

174,017194,285 (10%) 780,614733,691 6% 3.32 3.31 0% 3.09 3.44 (10%) 170,699206,153 (17%) 747,604852,990 (12%) 7.47 5.04 48% 6.51 4.06 60% 86.0 84.2 2% 85.7 84.4 2% 2,174 1,716 27% 8,426 5,577 51% 35,212 28,081 25% 134,200 93,974 43% 146 125 17% 140 120 17% 72 58 24% 67 55 22% 2,093 1,655 26% 8,339 5,509 51% 33,288 26,628 25% 129,881 91,117 43% 750 965 (22%) 806 1,128 (29%) 384 464 (17%) 416 537 (23%) 475 555 (14%) 500 676 (26%) 2,825 2,077 36% 9,708 9,830 (1%) 686 - 100% 686 - 100% 3,511 2,077 69% 10,394 9,830 6%

1) Recoveries are after the flotation circuit but before filtration.

2) Represents payable metals in gold concentrate sold based on provisional invoices.

3) Represents capital expenditures on an accrual basis and do not represent the cash outlays for the capital expenditures.

Gold production

Gold contained in concentrate produced in the fourth quarter and full year of 2023 of 35,212 ounces and 134,200 ounces, respectively, was 25% and 43% higher than the corresponding periods in 2022 due primarily to mining higher grade zones, partially offset by lower volumes of ore processed, in-line with the mine plan. The Ada Tepe mine achieved record production for both the quarter and the year.

Gold sold

Payable gold in concentrate sold in the fourth quarter and full year of 2023 of 33,288 ounces and 129,881 ounces, respectively, was 25% and 43% higher than the corresponding periods in 2022, consistent with higher production.

Inventory

Gold concentrate inventory totalled 184 tonnes as at December 31, 2023, up from 97 tonnes as at December 31, 2022.

Cash cost measures

Cash cost per tonne of ore processed in the fourth quarter and full year of 2023 of $72 and $67, respectively, was 24% and 22% higher than the corresponding periods in 2022 due primarily to lower volumes of ore processed. Cash cost per tonne of ore processed in 2023 was also impacted by higher royalties reflecting higher contained ounces of gold mined.

DUNDEE PRECIOUS METALS INC. | 19

Cash cost per ounce of gold sold in the fourth quarter and full year of 2023 of $384 and $416, respectively, was 17% and 23% lower than the corresponding periods in 2022 due primarily to higher volumes of gold sold which primarily benefited from higher gold grades.

All-in sustaining cost per ounce of gold sold in the fourth quarter and full year of 2023 of $475 and $500, respectively, was 14% and 26% lower than the corresponding periods in 2022 due primarily to lower cash cost per ounce of gold sold, as well as the timing of cash outlays for sustaining capital expenditures.

Capital expenditures

Capital expenditures in the fourth quarter and full year of 2023 were $3.5 million and $10.4 million, respectively, compared to $2.1 million and $9.8 million in the corresponding periods in 2022 due primarily to timing of expenditures. The accelerated grade control drilling program at Ada Tepe was completed in the first quarter of 2022.

DEVELOPMENT AND OTHER MAJOR PROJECTS

Čoka Rakita Project

In December 2023, DPM announced an Inferred Mineral Resource of 9.79 Mt at a grade of 5.67 g/t for 1.78 million ounces of gold at Čoka Rakita, and subsequently filed a technical report entitled “Maiden Mineral Resource Estimate - Čoka Rakita Gold Project, Serbia”, with an effective date of November 26, 2023, (the Čoka Rakita Technical Report”). The maiden MRE was completed after only one full year of drilling on the project, and is based on approximately 81,000 metres of drilling in 173 holes. The Inferred Mineral Resource contains a significant portion of gold ounces within a continuous high-grade core of mineralization that amounts to 2.81 Mt at a grade of 10.12 g/t Au for 0.914 million ounces of gold.

Based on the favourable size and quality of the MRE, DPM will continue to accelerate the project and expects to complete a PEA in the second quarter of 2024, targeting a throughput rate of 850,000 tonnes per annum.

Čoka Rakita benefits from good infrastructure, including existing nearby roads and power lines. The project is located in close regional proximity to DPM's existing operations in Bulgaria and is a strong fit with the Company's underground mining and processing expertise, with metallurgical test work demonstrating gold recoveries of approximately 90% by gravity concentration and conventional flotation.

DPM is continuing its drilling program focused on extending the limits of Čoka Rakita, which remains open to the northeast and to the southwest, and is also aggressively pursuing additional skarn targets on the Čoka Rakita licence as well as on three additional licences to the north and the south. See the “Exploration – Serbia Exploration” section contained in this MD&A for additional details on the drilling program at Čoka Rakita.

The Company has budgeted between $10 million and $13 million on the PEA for the project in 2024.

See the Company’s news release dated December 11, 2023 entitled “Dundee Precious Metals Announces High-Grade Underground Maiden Mineral Resource Estimate of 1.8 Million Inferred Gold Ounces at its Čoka Rakita Project in Serbia” and the Čoka Rakita Technical Report, respectively, for additional information, which have been posted on the Company’s website at www.dundeeprecious.com and have been filed on SEDAR+ at www.sedarplus.ca.

DUNDEE PRECIOUS METALS INC. | 20

Loma Larga Gold Project

At the Loma Larga project in Ecuador, the Company continued to progress activities related to permitting and stakeholder relations. In October 2023, a new President of Ecuador was elected and the Company is working with the newly formed government to fulfill the requirements of the August 2023 ruling by the Provincial Court of Azuay in connection with the Constitutional Protective Action that was filed in 2022 (the “Action”).

Based on the Company’s analysis, the decision reaffirmed DPM’s concessions for the Loma Larga project and clarified that free, prior and informed consultation of certain local indigenous populations must be carried out by the state, which the Company had already planned as part of its development of the project. The decision also held that environmental consultation with communities in the project’s area of influence and certain additional reports on the impact of the project on water resources and the Quimsacocha National Recreation Area would need to be provided by the Ministry of Environment, Water and Ecological Transition to the court prior to advancing the project to the exploitation phase.

In line with this ruling, the Government of Ecuador commenced the environmental consultation process for the Loma Larga project. DPM will continue to support the Government of Ecuador and proactively engage with stakeholders for the fulfillment of the conditions established by the court.

As previously reported, DPM will continue optimizating the updated FS in order to evaluate additional opportunities and to potentially incorporate the results of drilling, once these activities are able to recommence. These scope changes, combined with inflationary pressures consistent with general industry trends, are expected to result in a significant increase to the estimated initial capital and operating costs for the project. This may impact project economics and other parameters, including the Mineral Resource and Mineral Reserve estimate, which are being assessed as the additional work required for the updated FS nears completion. DPM will continue to take a disciplined approach with respect to future investments in the Loma Larga project, based on the receipt of key milestones and the overall operating environment in-country, and other capital allocation priorities.

During the third quarter of 2023, the Company entered into an IPA with the Government of Ecuador for Loma Larga. The IPA provides tax stability and certain tax incentives, as well as legal protections including stability of the regulatory framework and resolution of disputes through international arbitration.

The Company maintains a constructive relationship with government institutions and other stakeholders involved with the development of the project.

The Company has budgeted between $10 million and $11 million for the project in 2024, approximately half of the amount spent in 2023.

For further details on the Action, please see the news releases issued on February 24, 2022, July 13, 2022 and August 29, 2023, which are available on the Company’s website at www.dundeeprecious.com and have been filed on SEDAR+ at www.sedarplus.ca. For further details on the IPA, please see the news release issued on August 18, 2023, which is available on the Company’s website at www.dundeeprecious.com and has been filed on SEDAR+ at www.sedarplus.ca.

DUNDEE PRECIOUS METALS INC. | 21

EXPLORATION

Chelopech Mine

DPM continues to aggressively focus on extending Chelopech’s mine life through its successful in-mine exploration program. In 2023, the Company continued to advance in-mine exploration activities aimed at resource development, drilling approximately 44,500 metres with total 244 holes, which included approximately 26,300 metres of extensional drilling designed to explore for new mineralization along interpreted geological trends and to test several potential exploration targets.

A total of 13,972 metres of underground drilling were undertaken from four positions towards Target 11, which is located in the northeastern area of the mine. Drilling expanded both the mineralized contour and the enveloping silica alteration zone.

Structurally controlled zones of pyrite rich, high-sulphidation mineralization located on the northern flank of Chelopech were identified. Approximately 2,000 metres were drilled towards Targets 183, 184 and 185 from two positions. As a result, the existing mineralization in the most northwestern parts of the deposit was extended.

In 2023, approximately 3,725 metres were completed as part of a larger program to test the potential of the Quartz-Barite-Gold-Sulphide (“QBGS”) zone, which is located in the southeastern section of the mine. The results of this program returned sporadic, narrow intervals with occasional elevated grade values. Extensions to the silica envelope of Block 18 were encountered. The QBGS zone remains open in multiple directions and further resource definition drilling is planned to delineate this zone.

In addition, the in-mine drilling program has focused on testing the upper levels of the western part of the deposit. Approximately 4,600 metres were completed in the gaps between Blocks 150 and 151, as well as Blocks 103 – 153 and 150 – 153. No significant mineralization was detected in the gap areas, however, the ore bodies located in the blocks stated above were either confirmed or extended. High-grade contour of Block 150 was extended by approximately 20 metres to the southeast and by 15 metres vertically. Furthermore, the contours of silica alteration of Blocks 150 and 151 were expanded locally. Additionally, the silica contour of Block 153 was expanded, by approximately 70 metres, both along strike and vertically.

Holes drilled as part of the drilling program towards Block 7 demonstrated significant intersections and extended the upper extents of the block’s mineralization contours.

In the first quarter of 2024, the Mineral Resource development strategy for Chelopech will be focused on extensional drilling in:

• The Target North zone, which is located on the northern flank of the Chelopech mine concession and is manifested as an isolated, structurally and lithologically controlled intervals of highsulphidation type of mineralization. Several extensional drilling programs are planned for the target, including testing the northern area of Block 19 for high-grade structurally controlled orebodies between levels 450 and 500, and drilling to the west of Block 147 to explore for similar bodies at a depth of levels 200 to 500.

• An area northwest from Block 147 (Target 147 deep). This peripheral part of the deposit is highly prospective, with lithological and structural characteristics suggesting a steeply dipping, lens like shape of mineralization. Mineralization is located on the contact zone between a breccia body and a coherent magmatic rock.

• Extensional drilling south-east from Block 700 is planned to better assess the economic significance of the QBGS zone. This program is a continuation of previous successful drilling campaigns and will focus on identifying an extension of the mineralized system to the south-east and at depth.

DUNDEE PRECIOUS METALS INC. | 22

The Company has budgeted a total of $2 million to $3 million on exploration activities at the Chelopech mine in 2024, which is included in the guidance for the growth capital expenditures.

Chelopech Brownfield Exploration

During the fourth quarter of 2023, DPM continued to advance the Chelopech brownfield exploration program at the Brevene exploration licence and the Sharlo Dere target within the mine concession. Approximately 6,800 metres of surface diamond drilling were completed.

At the Sharlo Dere prospect, a 50-metre by 50-metre infill drilling program has been completed which is aimed at assessing the economic potential at the Sharlo Dere prospect. For more details about the brownfield exploration results for Sharlo Dere, please refer to the Company’s news release issued on November 29, 2023, which is available on the Company’s website at www.dundeeprecious.com and has been filed on SEDAR+ at www.sedarplus.ca.

In January 2024, the Company received the Commercial Discovery Certificate from the Bulgarian authorities for the Sveta Petka exploration licence, which includes the Wedge, West Shaft, Krasta and Petrovden prospects. This allows the Company to apply for concession rights in 2024 for the area which is now designated as Chelopech North.

An intensive drilling campaign on the Brevene exploration licence has been completed and application for Geological Discovery was filed in December in 2023, with the goal of obtaining the Geological Discovery Certificate in mid-2024.

The Company has planned a total of $4 million to $5 million for Chelopech brownfield exploration activities in 2024.

Ada Tepe Brownfield Exploration

During the fourth quarter of 2023, exploration activities at Ada Tepe camp were focused on a target delineation campaign and scout drilling on the new Krumovitsa exploration licence.

Krumovitsa Exploration Licence

Scout drilling of several epithermal sediment hosted targets was advanced in the fourth quarter of 2023, and is planned to continue in the first quarter of 2024. The exploration team has continued systematic geological mapping and rock sampling in conjunction with spectral data acquisition and interpretation. Additionally, the Company deployed a passive seismic orientation survey to understand the basin morphology and enhance undercover targeting.

Chiirite Exploration Licence

Permitting for drilling at Kara Tepe is ongoing and drilling is planned to commence in the second quarter of 2024, pending the positive outcome of the associated Environmental Impact Assessment process.

The Company has planned a total of $4 million to $5 million for Ada Tepe brownfield exploration activities and another $1 million to $2 million for Ada Tepe greenfield exploration activities in 2024.

Serbia Exploration

In the fourth quarter, exploration activities in Serbia continued to focus on an accelerated drilling program at the Čoka Rakita deposit, with approximately 19,500 metres completed.

DUNDEE PRECIOUS METALS INC. | 23

Infill drilling is well advanced, covering the core of the system, in order to provide additional confidence on the continuity and high-grade nature of the mineralization, and the Company completed a maiden MRE for Čoka Rakita in December 2023 (see “Development and Other Major Projects - Čoka Rakita Gold Project” section contained in this MD&A for further details).

The Company also continued scout drilling to test other camp-wide targets near Čoka Rakita and completed additional deep magneto-telluric (MT) survey covering the Čoka Rakita and Dumitru Potok targets, which highlighted a deep, high-conductivity anomaly that is currently being tested. Scout drilling intercepted favourable geological indicators on the north and north west flank of the system where additional marble hosted skarn mineralization was encountered.

Following the grant of the two new exploration licences over the area hosting the Timok gold project, the Company is currently preparing an aggressive exploration program and plans to start testing the favourable stratigraphy for carbonate replacement and skarns on the new Potaj Čuka exploration licence, located to the north of Čoka Rakita, as well as on the new Pešter Jug exploration licence, which is to the west of Čoka Rakita. This program is expected to commence in early 2024, pending approval of the work program and permitting procedures, with approximately 25,000 meters of drilling planned for the first year of exploration at these targets.

The Company has budgeted between $20 million and $22 million for Serbian exploration activities.

For further details, see the Company’s news release dated December 11, 2023 entitled “Dundee Precious Metals Announces High-Grade Underground Maiden Mineral Resource Estimate of 1.8 Million Inferred Gold Ounces at its Čoka Rakita Project in Serbia” and the Čoka Rakita Technical Report, respectively, for additional information, which have been posted on the Company’s website at www.dundeeprecious.com and have been filed on SEDAR+ at www.sedarplus.ca.

Ecuador Exploration

Loma Larga Concessions

On the Loma Larga concessions, drilling activities remain paused following the decision on the appeal of the Action, which was received in mid-August 2023. (see the “Development and Other Major Projects – Loma Larga Gold Project” section contained in this MD&A for further details). The 15,800-metre program consists of hydrogeological, geotechnical, metallurgical, condemnation and extensional drilling.

Tierras Coloradas Concessions

In the first quarter of 2023, the Company reported the results of a 2,700-metre diamond drilling program completed in the fourth quarter of 2022. The drilling program was designed to test a series of epithermal veins, previously identified by field work and scout drilling in 2020. Drilling confirmed two high-grade vein systems that remain open in multiple directions.

The Company commenced a 10,000-metre drilling program in August 2023, completed a total of approximately 4,200 metres during the fourth quarter of 2023 for a total of approximately 6,500 metres for the year. Assay results are pending. The primary focus of the drilling campaign is to further assess the extension and geometry of the Aparecida and La Tuna vein systems, to test other additional high-grade veins and to follow up on soil anomalies with high-sulfidation epithermal or porphyry type geochemical signatures.

During 2023, detailed surface mapping was performed in conjunction with soil and rock chip-channel sampling, in order to determine the surface footprint and identify drilling targets. Additional field work will continue in the first quarter of 2024.

DUNDEE PRECIOUS METALS INC. | 24

The change in status of the Tierras Coloradas project from early to advanced stage exploration was initiated in 2023, but is delayed following the suspension of legislation establishing the process for environmental consultations required for licensing of industrial and mining projects by the Constitutional Court of Ecuador.

The Company invested approximately $5 million at Tierras Coloradas in 2023 and has budgeted another $4 million to $5 million in 2024 to support the expanded drilling program and anticipates that the remainder of the 10,000-metre drilling campaign will be completed by the end of the first quarter of 2024. DPM will also take a disciplined approach with respect to future investment in Tierras Coloradas, based on the the drilling results, overall operating environment in-country and other capital allocation priorities.

For further details on the drilling program at Tierras Coloradas, please see press release entitled “Dundee Precious Metals Announces Significant Diamond Drilling Results at Tierras Coloradas, Ecuador; Results Include Drill Intercept of 17.3 metres at 46.09 g/t Au”, issued on February 27, 2023, which has been posted on the Company’s website at www.dundeeprecious.com and has been filed on SEDAR+ at www.sedarplus.ca.

REVIEW OF FINANCIAL RESULTS

$ thousands, unless otherwise indicated

Fourth Quarter Full Year 2023 2022 Change 2023 2022 Change

Revenue Cost of sales General and administrative expenses Corporate social responsibility expenses Exploration and evaluation expenses Finance costs Other income and expense Earnings before income taxes from continuing operations Income tax expense Net earnings from continuing operations Per share from continuing operations $/sh Adjusted EBITDA from continuing operations Adjusted net earnings from continuing operations Per share from continuingoperations $/sh

139,339112,968 23% 520,091433,490 20% 60,980 65,141 (6%) 244,207236,668 3% 10,001 10,384 (4%) 36,525 28,543 28% 2,462 3,503 (30%) 4,948 6,240 (21%) 13,457 8,382 61% 46,558 24,230 92% 957 770 24% 3,499 3,340 5% (6,972) (1,586) 340% (21,348)(4,934) 333% 58,454 26,374 122% 205,702139,403 48% 6,409 4,312 49% 23,726 22,819 4% 52,045 22,062 136% 181,976116,584 56% 0.29 0.12 142% 0.98 0.61 61% 72,013 45,428 59% 268,355222,847 20% 50,041 22,062 127% 179,972118,953 51% 0.28 0.12 133% 0.97 0.62 56%

Revenue

Revenue in the fourth quarter of 2023 of $139.3 million was 23% higher than the corresponding period in 2022 due primarily to higher volumes and realized prices of gold sold.

Revenue in 2023 of $520.1 million was 20% higher than 2022 due primarily to higher volumes and realized prices of gold sold, and lower treatment and freight charges at Chelopech as a result of increased deliveries to third-party smelters, partially offset by lower volumes and realized prices of copper sold.

DUNDEE PRECIOUS METALS INC. | 25

The following table summarizes revenue by segment:

$ thousands	Fourth Quarter Full Year
	2023 2022 Change 2023 2022 Change
Chelopech(1) Ada Tepe(1)	72,336 66,361 9% 268,790271,648 (1%) 67,003 46,607 44% 251,301161,842 55%
Total revenue	139,339112,968 23% 520,091433,490 20%

1) Includes the value of payable metals sold, deductions for treatment charges, penalties, transportation and other selling costs, and final settlements to reflect any physical and cost adjustments on provisionally priced sales.

At Chelopech, revenue in the fourth quarter of 2023 of $72.3 million was 9% higher than the corresponding period in 2022 due primarily to higher realized gold and copper prices, partially offset by lower volumes of gold sold. Revenue in 2023 of $268.8 million was comparable to 2022 due primarily to lower volumes of gold sold and lower volumes and realized prices of copper sold, partially offset by higher realized gold prices and lower treatment and freight charges.

At Ada Tepe, revenue in the fourth quarter and full year of 2023 of $67.0 million and $251.3 million, respectively, was 44% and 55% higher than the corresponding periods in 2022 due primarily to higher volumes and realized prices of gold sold.

Cost of sales

Cost of sales in the fourth quarter of 2023 of $61.0 million decreased compared to $65.1 million in the corresponding period in 2022 due primarily to lower prices for power and lower depreciation expenses.

Cost of sales in 2023 of $244.2 million increased compared to $236.7 million in 2022 due primarily to higher local currency mine operating costs reflecting higher costs for labour and direct materials, partially offset by lower prices for power.

General and administrative expenses

General and administrative expenses in the fourth quarter and full year of 2023 of $10.0 million and $36.5 million, respectively, was $0.4 million lower and $8.0 million higher than the corresponding periods in 2022 due primarily to mark-to-market adjustments to share-based compensation expenses, reflecting DPM’s strong share price performance.

Share-based compensation expense included in general and administrative expenses in the fourth quarter and full year of 2023 was $2.4 million and $11.8 million, respectively, compared to $3.0 million and $4.8 million in the corresponding periods in 2022.

Exploration and evaluation expenses

Exploration and evaluation expenses in the fourth quarter and full year of 2023 of $13.5 million and $46.6 million, respectively, increased compared to $8.4 million and $24.2 million in the corresponding periods in 2022 due primarily to accelerated drilling and evaluation activities at Čoka Rakita in Serbia following the high-grade discovery announced in January 2023, additional drilling at Brevene in Chelopech and increased focus on drilling at Tierras Coloradas in Ecuador.

For a more detailed discussion on the Company’s exploration activities, refer to the “Exploration” section of this MD&A.

DUNDEE PRECIOUS METALS INC. | 26

Finance costs

Finance costs are comprised of interest and other deemed financing costs in respect of the Company’s debt facilities, lease obligations and rehabilitation provisions.

Finance costs in the fourth quarter and full year of 2023 were $1.0 million and $3.5 million, respectively, compared to $0.8 million and $3.3 million in the corresponding periods in 2022.

Other income and expense

The following table summarizes items making up other income and expense:

$ thousands	Fourth Quarter Full Year
	2023 2022 2023 2022
Realized (gains) losses on foreign exchange forward contracts(1) Net gains on derivatives(1) Net losses on Sabina special warrants(1) Net foreign exchange (gains) losses(2) Interest income Other,net	- (2,159) 4,516 (3,029) (2,004) - (2,004) - - - - 2,369 1,896 3,453 (2,064) 1,677 (6,171) (3,656) (23,250) (6,494) (693) 776 1,454 543
Total other(income)and expense	(6,972) (1,586) (21,348) (4,934)

1) Refer to the “Financial Instruments” section of this MD&A for more details.

2) Primarily related to the revaluation of foreign denominated monetary assets and liabilities.

Income tax expense

The effective tax rate of the Company can vary significantly from one period to the next based on a number of factors. For the fourth quarter and full year of 2023 and 2022, the Company’s effective tax rate was impacted primarily by the Company’s overall earnings, mix of foreign earnings or losses, which are subject to lower tax rates in certain jurisdictions, and changes in unrecognized tax benefits relating to corporate operating, exploration and evaluation costs, as well as unrealized gains or losses on the Company’s publicly traded securities recognized in other comprehensive income (loss).

$ thousands, unless otherwise indicated	Fourth Quarter Full Year
	2023 2022 2023 2022
Earnings before income taxes from continuing operations Combined Canadian federal andprovincial statutoryincome tax rates	58,454 26,374 205,702 139,403 26.5% 26.5% 26.5% 26.5%
Expected income tax expense Lower rates on foreign earnings Changes in unrecognized tax benefits Non-taxable portion of capital (gains) losses Non-deductible share-based compensation expense Other,net	15,490 6,989 54,511 36,942 (11,433) (985) (37,400) (26,593) 3,695 70 7,741 9,492 (1,543) (2,458) (1,102) 2,223 62 74 260 296 138 622 (284) 459
Income tax expense	6,409 4,312 23,726 22,819
Effective income tax rates	11.0% 16.3% 11.5% 16.4%

Net earnings from continuing operations

Net earnings from continuing operations in the fourth quarter of 2023 of $52.1 million ($0.29 per share) increased compared to $22.1 million ($0.12 per share) in the corresponding period in 2022 due primarily to higher volumes and realized prices of gold and copper sold, partially offset by higher planned exploration and evaluation expenses.

DUNDEE PRECIOUS METALS INC. | 27

Net earnings from continuing operations in 2023 of $182.0 million ($0.98 per share) increased compared to $116.6 million ($0.61 per share) in 2022 due primarily to higher volumes and realized prices of gold sold, lower treatment and freight charges at Chelopech and higher interest income, partially offset by higher planned exploration and evaluation expenses, and higher share-based compensation expenses reflecting DPM’s strong share performance.

Adjusted net earnings from continuing operations

The following table summarizes the key drivers affecting the changes in adjusted net earnings from continuing operations:

$ millions	Fourth	Full
	Quarter	Year
Adjusted net earnings from continuing operations – 2022	22.1	119.0
Higher realized metal prices	19.5	39.7
Higher volumes of metal sold	8.3	39.2
Higher interest income	2.5	16.8
Lower (higher) treatment and freight charges	(1.4)	7.7
Higher exploration and evaluation expenses	(5.1)	(22.3)
Other	(1.2)	(7.9)
Lower (higher) share-based compensation expense	0.7	(7.3)
Lower (higher) local currency mine operating expenses	4.7	(4.9)
Adjusted net earnings from continuing operations – 2023	50.1	180.0

Adjusted net earnings from continuing operations in the fourth quarter and full year of 2023 of $50.1 million ($0.28 per share) and $180.0 million ($0.97 per share), respectively, increased compared to $22.1 million ($0.12 per share) and $118.9 million ($0.62 per share) in the corresponding periods in 2022 due primarily to the same factors affecting net earnings from continuing operations.

Earnings before income taxes from continuing operations

Earnings before income taxes from continuing operations, in the fourth quarter and full year of 2023 of $58.5 million and $205.7 million, respectively, increased compared to $26.4 million and $139.4 million in the corresponding periods in 2022, reflecting the same factors that affected net earnings from continuing operations, except for income taxes, which are excluded.

Adjusted EBITDA from continuing operations

Adjusted EBITDA from continuing operations in the fourth quarter and full year of 2023 was $72.0 million and $268.4 million, respectively, compared to $45.5 million and $222.9 million in the corresponding periods in 2022, reflecting the same factors that affected adjusted net earnings from continuing operations, except for interest, income taxes, depreciation and amortization, which are excluded from adjusted EBITDA.

DUNDEE PRECIOUS METALS INC. | 28

DISCONTINUED OPERATIONS

In 2023, the Company decided to undertake a strategic review of its Tsumeb operation, including a potential sale, given that the smelter is no longer expected to process any Chelopech concentrate commencing in 2024 and as a result, it is no longer seen as strategic to DPM's asset portfolio. As a result, the assets and liabilities of Tsumeb have been presented as held for sale in the consolidated statement of financial position as at December 31, 2023 and the operating results and cash flows of Tsumeb have been presented as discontinued operations in the consolidated statements of earnings (loss) and cash flows for the years ended December 31, 2023 and 2022. As a consequence, certain comparative figures in the consolidated statements of earnings (loss) and cash flows have been reclassified to conform with current year presentation.

Tsumeb Operating and Financial Highlights

$ thousands, unless otherwise indicated	Fourth Quarter Full Year
	2023 2022 Change 2023 2022 Change
Operating Highlights Complex concentrate smelted_:_ Chelopech t Third parties t Total t Cost of sales per tonne of complex concentrate smelted $/t Cash cost per tonne of complex concentrate smelted $/t Sulphuric acid: Production t Deliveries t Tsumeb capital expenditures incurred(1): Sustaining Growth Total capital expenditures	19,13910,532 82% 41,81662,368 (33%) 48,75231,303 56% 146,987111,754 32% 67,89141,835 62% 188,803174,122 8% 411 621 (34%) 525 694 (24%) 320 443 (28%) 414 463 (11%) 71,28645,717 56% 195,265198,386 (2%) 58,52859,943 (2%) 185,197203,912 (9%) 3,392 3,848 (12%) 13,64918,797 (27%) - - 0% 378 963 (61%) 3,392 3,848 (12%) 14,027 19,760 (29%)
Financial Highlights Tsumeb revenue Tsumeb cost of sales Tsumeb impairment charge Earnings (loss) before income taxes from discontinued operations Adjusted EBITDA from discontinued operations Net earnings (loss) from discontinued operations Adjusted net earnings from discontinued operations	36,70539,895 (8%) 114,309136,305 (16%) 27,87525,969 7% 99,047120,779 (18%) - - 0% -85,000 (100%) 5,43111,257 (52%) 10,963(80,661) 114% 7,62112,826 (41%) 18,80830,022 (37%) 5,43111,257 (52%) 10,963(80,661) 114% 5,43111,257 (52%) 10,96310,074 9%

1) Represents capital expenditures on an accrual basis and do not represent the cash outlays for the capital expenditures.

Production and sulphuric acid deliveries

Complex concentrate smelted in the fourth quarter of 2023 of 67,891 tonnes was 26,056 tonnes higher than the corresponding period in 2022 reflecting improved operating performance as a result of the maintenance work which occurred in the third quarter of 2023, compared to a 17-day shutdown to repair a water leak in the off-gas system and instability in the power grid as a result of abnormally heavy rainfall in December 2022. Complex concentrate smelted in 2023 of 188,803 tonnes was 14,681 tonnes higher than 2022 due primarily to increased plant availability following the completion of the maintenance work in the third quarter of 2023.

DUNDEE PRECIOUS METALS INC. | 29

Sulphuric acid production in the fourth quarter of 2023 of 71,286 tonnes was 25,569 tonnes higher than the corresponding period in 2022, consistent with higher volumes of complex concentrate smelted. Sulphuric acid production in 2023 of 195,265 tonnes was 3,121 tonnes lower than 2022, due primarily to lower sulphuric acid contained in complex concentrate smelted.

Sulphuric acid deliveries in the fourth quarter and full year of 2023 of 58,528 tonnes and 185,197 tonnes, respectively, were 1,415 tonnes and 18,715 tonnes lower than the corresponding periods in 2022 reflecting the timing of deliveries.

Cash cost per tonne of complex concentrate smelted

Cash cost per tonne of complex concentrate smelted in the fourth quarter of 2023 of $320 was $123 lower than the corresponding period in 2022 due primarily to higher volumes of complex concentrate smelted reflecting improved operating performance following the Ausmelt furnace maintenance shutdown, partially offset by lower sulphuric acid by-product credits. Cash cost per tonne of complex concentrate smelted in 2023 of $414 was $49 lower than 2022 due primarily to higher volumes of complex concentrate smelted and a weaker ZAR relative to the U.S. dollar, partially offset by lower sulphuric acid by-product credits.

Tsumeb capital expenditures

Capital expenditures in the fourth quarter and full year of 2023 were $3.4 million and $14.0 million, respectively, compared to $3.8 million and $19.8 million in the corresponding periods in 2022, reflecting benefits from the cost optimizations of the Ausmelt furnace maintenance shutdown in 2023.

Tsumeb revenue

Revenue in the fourth quarter of 2023 was $36.7 million compared to $39.9 million in the corresponding period in 2022 due primarily to lower estimated metal recoveries, partially offset by higher volumes of complex concentrate smelted. Revenue in 2023 was $114.3 million compared to $136.3 million in 2022 due primarily to lower estimated metal recoveries and lower acid revenue resulting from lower volumes and market prices, partially offset by higher volumes of complex concentrate smelted.

Tsumeb cost of sales

Cost of sales in the fourth quarter of 2023 of $27.9 million was $1.9 million higher than the corresponding period in 2022 due primarily to higher volumes of complex concentrate smelted. Cost of sales in 2023 of $99.0 million was $21.8 million lower than 2022 due primarily to a weaker ZAR relative to the U.S. dollar and lower depreciation expense following the impairment charge taken in the third quarter of 2022.

Tsumeb impairment charge

During the year ended December 31, 2022, the carrying value of Tsumeb exceeded its estimated recoverable amount resulting in an impairment charge of $85.0 million. This charge was primarily attributable to lower forecast toll revenue as a result of an expected reduction in higher arsenic bearing third-party concentrate feed being received by the smelter, commencing in 2024, concurrent with when the smelter is not expected to be processing any Chelopech concentrate.

DUNDEE PRECIOUS METALS INC. | 30

Net earnings (loss) from discontinued operations

Net earnings from discontinued operations in the fourth quarter of 2023 of $5.4 million, decreased compared to $11.2 million in the corresponding period in 2022 due primarily to lower estimated metal recoveries, partially offset by higher volumes of complex concentrate smelted. Net earnings from discontinued operations in 2023 of $10.9 million, increased compared to a net loss from discontinued operations of $80.7 million in 2022 due primarily to the impairment charge of $85.0 million and restructuring costs of $5.7 million.

Adjusted net earnings from discontinued operations

Adjusted net earnings from discontinued operations in the fourth quarter and full year of 2023 was $5.4 million and $10.9 million, respectively, compared to $11.2 million and $10.1 million in the corresponding periods in 2022 due primarily to the same factors affecting net earnings (loss) from discontinued operations, except for adjusting items mainly related to the impairment charge and restructuring costs.

Adjusted EBITDA from discontinued operations

Adjusted EBITDA from discontinued operations in the fourth quarter and full year of 2023 was $7.6 million and $18.8 million, respectively, compared to $12.8 million and $30.0 million in the corresponding periods in 2022 due primarily to the same factors affecting adjusted net earnings from discontinued operations, except for interest, income taxes, depreciation and amortization, which are excluded from adjusted EBITDA.

Tsumeb secondary materials

As at December 31, 2023, Tsumeb had approximately $45.9 million of recoverable third party in-process secondary materials, which it is obligated to process and return, generally in the form of blister, to IXM S.A. (“IXM”) pursuant to a tolling agreement.

In April 2021, the Company and IXM agreed to amend the existing tolling agreement to provide for, among other things: i) targeted declining excess secondary material balances, above which excess secondary material would be required to be purchased by the Company; ii) the elimination of all excess secondary material by April 30, 2023; iii) an increase in the defined level of normal secondary material; and iv) an extension of the tolling agreement by three years to December 31, 2026.

As at December 31, 2023, the value of excess secondary materials, as defined in the tolling agreement, was approximately $9.8 million. Given the fact that the Company had a receivable from IXM of $17.2 million related to the estimated metal exposure at Tsumeb as at December 31, 2023, IXM has agreed to waive the requirement to purchase secondary material above the agreed normal levels.

MARKET REVIEW

Commodity prices

Commodity prices are the principal determinants of the Company’s results of continuing operations and financial condition.

DUNDEE PRECIOUS METALS INC. | 31

The following table summarizes the average trading prices for gold and copper based on the London Bullion Market Association (“LBMA”) for gold and the London Metal Exchange (“LME”) for copper (Grade A) for the quarter and year ended December 31, 2023 and 2022 and highlights the overall year over year change in commodity prices:

Metal Prices (Market Average)	Fourth Quarter Full Year 2023 2022 Change 2023 2022 Change
LBMA gold $/oz LME settlement copper $/lb	1,976 1,729 14% 1,943 1,800 8% 3.71 3.63 2% 3.85 4.00 (4%)

The Company’s average realized gold price for the fourth quarter and full year of 2023 of $2,025 and $1,957 per ounce, respectively, was 16% and 9% higher than the corresponding periods in 2022, reflecting year over year changes in market prices. The average realized copper price for the fourth quarter and full year of 2023 of $3.74 and $3.82 per pound, respectively, was 2% higher than and 4% lower than the corresponding periods in 2022, also reflecting year over year changes in market prices.

The price of gold is subject to volatile price movements over short periods of time and is affected by numerous industry and macro-economic factors that are beyond the Company’s control including, but not limited to, the supply of and demand for gold, interest rates (and interest rate expectations), inflation rates (and inflation expectations), currency movements and the relative strength of the U.S. dollar, economic data and market volatility, as well as central bank reserves and investor behaviours. These diverse sources of impacts can counterbalance one another and provide gold with its uniquely stable performance at times. Over the course of 2023, average price of gold increased by 8% and reached a record high daily close price of $2,078 per ounce in late December. Gold prices in 2023 were impacted by demand from emerging markets, central banks, as well as increased geopolitics risks, partially offset by the impact of higher interest rates and the U.S dollar strength.

Overall, our view is that the demand for gold, amount of gold in the central bank reserves, the value of the U.S. dollar, and the desire to hold gold as a hedge against inflation and currency devaluation, all help drive the price of gold in the near-term.

The price of copper is largely influenced by the health of the global economy. This is due to its widespread applications in all sectors of the economy, such as power generation and transmission, construction, transportation, factory equipment and electronics. Copper prices remained largely flat year over year, having seen strong gains in the first quarter of 2023, declines in middle of the year before rebounding in the fourth quarter. Tight supply and fluctuating demand, particularly from slowing economic activity in China were the significant factors impacting copper in 2023. In the short term the copper market may face constrained supply growth in light of recent announcements of lower forecasted production from a few larger mines.

In the long run, the supply and demand fundamentals are supportive for copper prices, with the expectation of eventually increasing global demand, particularly for the green energy transition, facing potential constrained growth of supply.

The Company regularly enters into cash settled commodity swap contracts to swap future contracted monthly average metal prices for fixed metal prices in order to reduce the price exposure associated with the time lag between the provisional and final determination of its gold and copper concentrate sales (“QP Hedges”). In addition, the Company periodically enters into cash settled commodity swap and option contracts to reduce its price exposure on future sales associated with projected payable copper production (“Production Hedges”) given the higher volatility in copper prices. The Company sells and hedges gold and copper metal contained in concentrates produced at prices that are effectively determined by reference to the traded prices on major commodity exchanges, including the LME and the LBMA. The Company currently has no hedges in place for its expected payable copper to be sold in 2024.

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Foreign exchange rates

As an entity reporting in U.S. dollars with operations in several countries, fluctuations in foreign exchange rates between the U.S. dollar and the Bulgarian lev, which is pegged to the Euro, the Namibian dollar, which is pegged to the South African rand (“ZAR”) on a 1:1 basis, and the Canadian dollar (“Cdn$”) can also impact the Company’s results of operations and financial condition.

The following table sets out the average foreign exchange rates for the principal currencies impacting the Company and highlights the overall year over year strengthening (weakening) of the U.S. dollar relative to these currencies.

Foreign Exchange Rates (Market Average)	Fourth Quarter Full Year 2023 2022 Change 2023 2022 Change
US$/Cdn$ Euro/US$ US$/ZAR	1.3619 1.3580 0% 1.3495 1.3017 4% 1.0764 1.0211 (5%) 1.0815 1.0541 (3%) 18.7168 17.6117 6% 18.438916.3531 13%

In 2023, the U.S. dollar showed resilience as the U.S economy defied expectations of a significant slowdown, lowering inflation and an end to the Federal Reserve’s rate hike cycle. Specifically, the U.S dollar performance varied against different currencies.

The U.S dollar appreciated approximately 4% against the Canadian dollar in 2023 and ranged from $1.3125 to $1.3900 throughout the year. The significant driver was the strength of the US economy which benefited from government spending related to the Inflation Reduction Act and resilience of household spending. Heading into 2024, the direction of the U.S dollar relative to the Canadian dollar is expected to be driven by the central bank monetary policy decision in each respective country and growth of the global economy effecting risk appetite for commodities and US treasuries.

The U.S dollar depreciated by 3% against the Euro over the course of 2023 and showed much lower volatility compared to the previous year in which the European Union (“EU”) was absorbing the impact of the fuel and energy price shocks. Heading into 2024, the U.S dollar is expected to be largely determined by the timing of the Federal Reserve interest rate cuts throughout the year, and the central bank’s ability to successfully orchestrate a soft landing for the US economy.

The U.S dollar appreciated by 13% against the ZAR in 2023. This was largely driven by the performance of the South African economy being negatively impacted by the nationwide power shortages that have become a recurring issue during the year and this situation is likely to continue into 2024 and beyond.

Fluctuations in these exchange rates increase the volatility of the Company’s cost measures reported in the U.S. dollars. The Company periodically undertakes to purchase, in advance, a portion of its foreign denominated cash flow requirements on a spot or forward basis to reduce this exposure. The Company also enters into foreign exchange option contracts in order to reduce the foreign exchange exposure associated with projected operating expenses and capital expenditures denominated in foreign currencies. In 2023, approximately 84% of Namibian dollar operating expenses related to discontinued operations for 2023 were hedged with option contracts providing, on a US$/ZAR basis, a weighted average floor rate of 15.69 and a weighted average ceiling rate of 17.69. In addition, approximately 62% of projected Namibian dollar operating expenses related to discontinued operations for 2024 have been hedged with option contracts providing a weighted average floor rate of 17.94 and a weighted average ceiling rate of 20.24. The Company currently has no Euro or Canadian dollar hedges in place.

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Energy costs

Energy costs are the single largest cost to the Company’s producing mines other than labour costs, representing approximately 12% of its total mine cash cost at an average annual consumption rate of approximately 165,000 megawatt hours (“MWh”). The fluctuation in energy costs can also impact the Company’s key cost measures and results of continuing operations.

European energy prices continued to rise through the first half of 2023, resulting from the effects of distorted energy supply chains due to Russia’s invasion of Ukraine before stabilizing and posting modest declines for the remainder of the year. Bulgarian energy prices showed a sharper decline during the year, reaching a 30-month low of Bulgarian lev 160 per MWh ($89 per MWh) in December 2023.

The Company’s Chelopech and Ada Tepe mines are located in Bulgaria, Eastern Europe. As Bulgaria is a net exporter of power, Chelopech and Ada Tepe are not currently reliant on Russia for their power needs. In addition, the Company’s exposures to the rising prices for energy were mitigated by the Bulgarian government power subsidies starting from October 2021 and extended through to the end of 2023. The power subsidies were applicable to both residential and commercial business operations to mitigate the surge in electricity prices. In 2023, the Company paid an average of Bulgarian lev 220 per MWh ($122 per MWh), net of the government power subsidy, which was based on progressive measures enacted through the year with set price thresholds per MWh. This was slightly lower than in 2022 which the Company paid an average of Bulgarian lev 269 per MWh ($147 per MWh). No further government power subsidies have been announced by the Bulgarian government beyond 2023.

Fuel costs

Fuel costs are also a significant cost element to the Company through direct purchases of fuel and diesel related to operation of mobile fleet, or indirectly through transportation costs as well as costs for other direct materials including grinding media, reagents and certain spare parts which rely on fuel as an input cost. In aggregate, approximately 25% to 30% of the Company’s mine cash costs are directly or indirectly impacted by fuel costs. Fuel costs are affected directly by the crude oil prices, and therefore, fluctuations in the crude oil prices can also impact the Company’s key cost measures and results of continuing operations.

Crude oil prices typically fluctuate based on seasonal demand and supply and global political and economic events. One of the main benchmarks for fuel prices, Brent Crude, saw significantly less volatility in 2023, with average prices declining by approximately 19% year over year compared to an increase of 42% in 2022. Global markets have largely adjusted to events of the previous year, with the EU reducing its imports of crude oil from Russia, demand for global crude oil falling short of expectations on lower economic growth and higher crude oil supply from non-OPEC+ member such as the United States, Brazil and Guyana. Those factors helped to offset the impacts from reduction in supply from members of OPEC+ along with heightened geopolitical risks in the Middle East in the fourth quarter of 2023. These key drivers are expected to continue to impact crude oil prices in 2024.

The Company does not have any oil hedges in place.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2023, the Company held cash of $595.3 million, and $150.0 million of undrawn capacity under its RCF.

The Company’s liquidity is impacted by several factors which include, but are not limited to, gold and copper market prices, production levels, capital expenditures, operating cash costs, interest rates and foreign exchange rates. These factors are monitored by the Company on a regular basis.

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As at December 31, 2023, the Company’s cash resources and available capital under its RCF continue to provide sufficient liquidity and capital resources to meet its current operating and capital expenditure requirements, all contractual commitments, as well as a number of margin improvement and growthrelated expenditures. The Company may, from time to time, raise additional capital or amend its RCF to ensure it maintains its financial strength and has sufficient liquidity to support the funding requirements associated with one or more of its growth capital projects and the overall needs of the business.

Capital Allocation - Osino Acquisition, Declaration of Dividend and Share Repurchases

As part of its strategy, the Company adheres to a disciplined capital allocation framework that is based on three fundamental considerations – balance sheet strength, reinvestment in the business, and the return of excess capital to shareholders. Maintaining a strong balance sheet includes ensuring adequate liquidity, managing within prudent financial metrics, and building a strong cash position to support accretive growth. Reinvestment in the business includes investing in its operating assets to sustain and optimize performance; investing in resource development to extend the life of its mines and to identify new gold resources; further advancing existing resources towards production; as well as investing in new projects to grow beyond its existing asset base. Returning capital to shareholders includes dividends, and under certain circumstances, opportunistic share repurchases. These alternatives are not mutually exclusive, nor are they exhaustive, and are assessed in a balanced manner with a view to maximizing total shareholder returns over the long-term.

Acquisition of Osino

On December 18, 2023, the Company announced that it had entered into a definitive agreement whereby DPM will acquire all of the issued and outstanding shares of Osino (the "Osino Shares") for consideration consisting of Cdn$0.775 in cash per Osino Share and 0.0801 of a DPM common share per Osino Share. The principal assets of Osino are comprised of the Twin Hills open pit gold project, as well as an extensive exploration portfolio, in Namibia. The acquisition of Osino is subject to the approval of Osino's securityholders as well as applicable regulatory approvals, including approval under the Namibia Competition Act. In addition, each of DPM and Osino has the right to terminate the transaction in certain circumstances. Provided that all approvals are obtained and neither party exercises its right to terminate, the transaction is expected to close in the first half of 2024.

Concurrently with the transaction, DPM agreed to purchase an aggregate of Cdn$10 million Osino Shares, in two equal tranches at a price of Cdn$1.13 per share pursuant to a private placement. The first tranche of the private placement was completed on December 22, 2023, whereby DPM acquired 4,424,779 Osino Shares at a cost of $3.8 million (Cdn$5.0 million), and the second and final tranche was completed on January 30, 2024, whereby DPM acquired an additional 4,424,778 Osino Shares at a cost of $3.7 million (Cdn$5.0 million).

As at December 31, 2023, DPM held a total of 8,235,379 Osino Shares with a fair value of $8.2 million, which was included in investment at fair value in the consolidated statements of financial position.

Declaration of dividend

In 2023, the Company declared a quarterly dividend of $0.04 (2022 – $0.04) per common share to its shareholders of record resulting in total dividend distributions of $29.6 million (2022 – $30.5 million) recognized against its retained earnings in the audited consolidated statements of changes in shareholders’ equity. The Company paid an aggregate of $30.2 million (2022 – $28.6 million) of dividends which were included in cash used in financing activities in the audited consolidated statements of cash flows for the year ended December 31, 2023 and recognized a dividend payable of $7.3 million (December 31, 2022 – $7.6 million) in accounts payable and accrued liabilities in the audited consolidated statements of financial position as at December 31, 2023.

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On February 14, 2024, the Company declared a dividend of $0.04 per common share payable on April 15, 2024 to shareholders of record on March 31, 2024.

The Company’s dividend has been set at a level that is considered to be sustainable in the near to midterm due to effective governance and based on the Company’s free cash flow outlook and is expected to allow the Company to build additional balance sheet strength to support the estimated capital funding associated with its current and future projects and other growth opportunities, which represent a key element of DPM’s strategy. The declaration, amount and timing of any future dividend are at the sole discretion of the Board of Directors and will be assessed based on the Company’s capital allocation framework, having regard for the Company’s financial position, overall market conditions, and its outlook for sustainable free cash flow, capital requirements, and other factors considered relevant by the Board of Directors.

Share repurchases under the NCIB

The Company renewed its NCIB effective March 1, 2023, pursuant to which the Company is able to purchase up to 16,500,000 common shares representing approximately 10% of the public float as at February 16, 2023, over a period of twelve months commencing March 1, 2023 and terminating on February 28, 2024. In accordance with TSX rules, the Company will not acquire on any given trading day more than 112,323 common shares, representing 25% of the average daily volume of common shares for the six months ended January 31, 2023. The price that the Company will pay for common shares in open market transactions will be the market price at the time of purchase and any common shares that are purchased under the NCIB will be cancelled.

The Company’s Board of Directors authorized management to repurchase up to $100 million of the Company’s shares over a period of twelve months, which began on March 1, 2023.

During the year ended December 31, 2023, the Company purchased a total of 9,738,063 (2022 – 2,471,500) shares, all of which were cancelled as at December 31, 2023. The total cost of these purchases was $65.6 million (2022 – $13.6 million) at an average price per share of $6.74 (Cdn$9.10) (2022 – $5.51 (Cdn$7.14)), of which $29.6 million (2022 – $7.5 million) was recognized as a reduction in share capital, and $36.0 million (2022 – $6.1 million) as a reduction in retained earnings in the consolidated statements of changes in shareholders’ equity. Cash payments of $65.6 million (2022 – $13.6 million) were included in cash used in financing activities in the consolidated statements of cash flows for the year ended December 31, 2023.

The Board of Directors has approved the renewal of the NCIB (the “New Bid”) and the Company expects to seek acceptance thereof from the TSX in due course during the first quarter of 2024. If accepted, the New Bid will be made in accordance with the applicable rules and policies of the TSX and applicable Canadian securities laws, and the Company expects be able to purchase up to 10% of the public float of common shares over a period of twelve months commencing after the receipt of TSX approval.

In the event that the New Bid is accepted by the TSX, the actual timing and number of common shares that may be purchased thereunder will be undertaken in accordance with DPM’s capital allocation framework, having regard for such things as DPM’s financial position, business outlook and ongoing capital requirements, as well as its share price and overall market conditions. The Company is currently reviewing its capital allocation strategy in balancing between the capital required for its growth projects and return of capital to shareholders.

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Cash Flow

The following table summarizes the Company’s cash flow activities from continuing operations:

$ thousands	Fourth Quarter Full Year
	2023 2022 Change 2023 2022 Change
Cash provided from operating activities of continuing operations, before changes in working capital(1) Changes in workingcapital	59,295 43,354 37% 262,525190,871 38% 11,973 5,173 131% (899) 18,718 (105%)
Cash provided from operating activities of continuing operations Cash provided from (used in) investing activities of continuing operations Cash used in financing activities of continuing operations	71,268 48,527 47% 261,626209,589 25% (18,035)(21,063) 14% 596(66,957) 101% (20,117) (8,894) (126%) **(96,442) ** (44,655) (116%)
Increase in cash and cash equivalents of continuing operations Cash and cash equivalents at beginning of period, continuingoperations	33,116 18,570 78% 165,780 97,977 69% 562,169410,935 37% 429,505331,528 30%
Cash and cash equivalents at end of period, continuingoperations	595,285429,505 39% 595,285429,505 39%

1) Cash provided from operating activities, before changes in working capital, is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section commencing on page 48 of this MD&A for more information, including reconciliations to IFRS measures.

The primary factors impacting period over period cash flows are summarized below.

Operating activities

Cash provided from operating activities of continuing operations in the fourth quarter of 2023 of $71.3 million was 47% higher than the corresponding period in 2022 due primarily to higher adjusted EBITDA from continuing operations generated in the quarter, as well as the timing of deliveries and subsequent receipt of cash partially offset by the timing of payments to suppliers. Cash provided from operating activities of continuing operations in 2023 of $261.6 million was 25% higher than 2022 due primarily to higher adjusted EBITDA from continuing operations generated in the year, partially offset by the timing of deliveries and subsequent receipt of cash and the timing of payments to suppliers.

Free cash flow from in the fourth quarter and full year of 2023 of $49.3 million and $227.9 million, respectively, was $19.3 million and $77.4 million higher than the corresponding periods in 2022 due primarily to higher adjusted EBITDA from continuing operations generated in the periods and lower cash outlays for sustaining capital expenditures. Free cash flow is calculated before changes in working capital.

Investing activities

Cash used in investing activities of continuing operations in the fourth quarter of 2023 was $18.0 million while cash provided from investing activities of continuing operations in 2023 was $0.6 million, compared to cash used in investing activities of continuing operations of $21.1 million and $67.0 million in the corresponding periods in 2022.

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The following table provides a summary of the Company’s cash outlays for capital expenditures related to continuing operations:

$ thousands	Fourth Quarter Full Year
	2023 2022 Change 2023 2022 Change
Chelopech Ada Tepe Corporate & Other	6,319 10,600 (40%) 22,183 23,349 (5%) 3,243 1,840 76% 9,469 10,193 (7%) 4,942 8,618 (43%) 23,746 32,920 (28%)
Total cash capital expenditures	14,504 21,058 (31%) 55,398 66,462 (17%)

Cash outlays for capital expenditures from continuing operations in the fourth quarter and full year of 2023 of $14.5 million and $55.4 million, respectively, were $6.6 million and $11.1 million lower than the corresponding periods in 2022 due primarily to lower sustaining capital expenditures as expected.

Other factors impacting investing activities in 2023 are summarized below:

• Cash proceeds of $56.5 million from disposition of B2Gold Corp (“B2Gold”) shares as a result of B2Gold’s acquisition of Sabina Gold and Silver Corp (“Sabina”). See “Financial Instruments” section of this MD&A for further details; and

• Release of restricted cash of $3.5 million in respect of the disposition of MineRP Holdings Inc.

Financing activities

Cash used in financing activities of continuing operations in the fourth quarter and full year of 2023 was $20.1 million and $96.4 million, respectively, compared to $8.9 million and $44.7 million in the corresponding periods in 2022, due primarily to payments for shares repurchased under the NCIB.

Financial Position

$ thousands			Increase/
As at December 31,	2023	2022	(Decrease)
Cash and cash equivalents(1)	595,285	433,176	162,109
Accounts receivable, inventories and other current assets(1)	138,823	177,745	(38,922)
Assets held for sale	82,817	-	82,817
Investments at fair value	11,900	40,773	(28,873)
Non-current assets, excluding investments at fair value(1)	461,411	505,560	(44,149)
Total assets	1,290,236	1,157,254	132,982
Current liabilities(1)	84,491	96,885	(12,394)
Liabilities held for sale	37,374	-	37,374
Non-current liabilities(1)	47,821	67,275	(19,454)
Total equity	1,120,550	993,094	127,456

• 1) These measures as at December 31, 2023 excludes the respective assets and liabilities related to discontinued operations, which were included in assets and liabilities held for sale.

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Cash and cash equivalents increased by $162.1 million to $595.3 million in 2023 due primarily to earnings generated in the year, plus the cash proceeds from the disposition of B2Gold shares, partially offset by cash outlays for capital expenditures, dividends paid and payments for shares repurchased, as well as changes in working capital primarily related to the timing of deliveries and subsequent receipt of cash, and cash redemptions on share-based compensation liabilities. Accounts receivable, inventories and other current assets decreased by $38.9 million to $138.8 million due primarily to the reclassification of the respective assets related to Tsumeb to assets held for sale as at December 31, 2023, partially offset by the timing of deliveries and subsequent receipt of cash. Investments at fair value decreased by $28.9 million to $11.9 million due primarily to the B2Gold acquisition of Sabina and the Company’s subsequent disposition of B2Gold shares. Non-current assets, excluding investments at fair value, decreased by $44.2 million to $461.4 million due primarily to the reclassification of the respective assets related to Tsumeb to assets held for sale as at December 31, 2023, and depreciation and depletion, partially offset by capital expenditures.

Current liabilities decreased by $12.4 million to $84.5 million in 2023 and non-current liabilities decreased by $19.5 million to $47.8 million, respectively, due primarily to the reclassification of the respective liabilities related to Tsumeb to liabilities held for sale. Total equity increased by $127.5 million to $1,120.6 million due primarily to the current period earnings and realized gains on DPM’s divestment of Sabina shares, partially offset by share repurchases and dividend distributions.

Contractual Obligations, Commitments and Other Contingencies

The Company had the following minimum contractual obligations and commitments related to continuing operations as at December 31, 2023:

$ thousands	up to 1year	1 – 5years	Over 5years	Total
Lease obligations	3,761	8,841	1,147	13,749
Capital commitments	6,431	-	-	6,431
Purchase commitments	12,315	4	-	12,319
Other obligations	1,793	1,061	676	3,530
Total contractual obligations and commitments	24,300	9,906	1,823	36,029

Debt and Available Credit Facilities

At December 31, 2023, the Company had no debt.

The Company has a number of credit facilities that can be accessed by DPM or its subsidiaries, including DPM’s committed revolving credit facility of $150.0 million with a consortium of four banks that matures in July 2026. Pursuant to an accordion feature, this facility can be increased to $250.0 million, subject to certain conditions. The cost of borrowing is based on the Secured Overnight Financing Rate (“SOFR”), plus a spread, which is currently 2.25%, and can range between 2.25% and 3.50% depending upon DPM’s leverage. As at December 31, 2023 and December 31, 2022, DPM was in compliance with all financial covenants and $nil was drawn under the RCF.

Chelopech and Ada Tepe have a $21.0 million multi-purpose credit facility that matures on November 30, 2024 and is guaranteed by DPM. As at December 31, 2023, $18.6 million (December 31, 2022 – $17.3 million) had been utilized in the form of letters of credit and letters of guarantee, primarily in respect of concession contracts with the Bulgarian Ministry of Energy.

Chelopech and Ada Tepe also have a Euro 21.0 million ($23.2 million) credit facility to support mine closure and rehabilitation obligations in respect of concession contracts with the Bulgarian Ministry of Energy. This credit facility matures on November 30, 2024 and is guaranteed by DPM. As at December 31, 2023, $23.2 million (December 31, 2022 – $22.5 million) had been utilized in the form of letters of guarantee.

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Ada Tepe also has a $10.3 million multi-purpose credit facility that matures on November 30, 2024 and is guaranteed by DPM. As at December 31, 2023, $1.6 million (December 31, 2022 – $0.2 million) had been utilized in the form of letters of credit and letters of guarantee, primarily in respect of exploration contracts with the Bulgarian Ministry of Energy.

Advances under these facilities at Chelopech and Ada Tepe bear interest at a rate equal to the one-month SOFR plus 2.5%. The letters of credit and guarantee bear a fee of 0.6% based on the amounts issued.

Outstanding Share Data

DPM’s common shares are traded on the TSX under the symbol DPM. As at February 14, 2024,181,433,538 common shares were issued and outstanding.

DPM also has 1,757,634 options outstanding as at February 14, 2024 with exercise prices ranging from Cdn$3.74 to Cdn$9.97 per share (weighted average exercise price – Cdn$6.99 per share).

Other Contingencies

The Company is involved in legal proceedings, from time to time, arising in the ordinary course of its business. It is not expected that any material liability will arise from current legal proceedings or have a material adverse effect on the Company’s future business, operations or financial condition.

FINANCIAL INSTRUMENTS

As at December 31, 2023, the Company had the following financial instruments measured at fair market value:

$ thousands
As at December 31,		2023	2022
Consolidated statements of financial position	Financial assets
Investments at fair value	Publicly traded securities	10,852	40,554
Other current assets	Derivatives	1,048	219
	Commodity swap contracts	-	149
	Foreign exchange forward contracts	-	531
Assets held for sale	Foreign exchange option contracts	819	-
	Financial liabilities
Accounts payable and accrued liabilities	Commodity swap contracts	1,179	3,259
	Foreign exchange option contracts	-	1,787
	Foreign exchange forward contracts	-	318

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The fair value gains or losses on each of these financial instruments have been summarized in the table below:

$ thousands	Fourth Quarter Full Year
	2023 2022 2023 2022
Consolidated statements of earnings (loss) Gains (losses) on financial instruments Revenue Commodity swap contracts Other income and expense Sabina special warrants Foreign exchange forward contracts Net earnings (loss) from discontinued operations Foreign exchange option contracts	(4,827) (7,523) (10,019) 6,732 - - - (2,369) - 2,159 (4,516) 3,029 (1,144) (872) (3,803) (1,140)
Consolidated statements of comprehensive income (loss) Gains (losses) on financial instruments, net of income taxes Other comprehensive Foreign exchange option contracts income (loss) Publicly traded securities	2,593 5,124 2,569 (300) 730 8,984 21,890 (5,292)

For a more detailed description of the accounting policies and the nature of the gains or losses on these financial instruments, see note 7, Financial Instruments , to the consolidated financial statements for the year ended December 31, 2023.

Investments at Fair Value

As at December 31, 2023, the Company’s investments at fair value were $11.9 million (December 31, 2022 – $40.8 million).

On April 19, 2023, B2Gold successfully completed its previously announced acquisition of Sabina through the issuance of 0.3867 of a common share of B2Gold for each Sabina common share, representing a consideration of Cdn$2.11 per Sabina share on a fully diluted basis based on the closing price of B2Gold on the TSX as at the closing date. As a result, DPM exchanged its ownership interest in Sabina for 13,940,753 common shares of B2Gold, valued at $56.8 million (Cdn$76.1 million) at the date of the transaction. On de-recognition of its investment in Sabina, the Company recognized a fair value gain of $2.2 million in other comprehensive income (loss). The Company subsequently disposed of all B2Gold common shares held for cash proceeds of $56.5 million and transferred the accumulated fair value gains of $17.7 million on Sabina common shares from accumulated other comprehensive income (loss) to retained earnings in the second quarter of 2023.

Commodity Swap Contracts

The Company is subject to price risk associated with fluctuations in the market prices for metals. The Company regularly enters into cash settled QP Hedges from time to time to swap future contracted monthly average metal prices for fixed metal prices to eliminate or substantially reduce the metal price exposure associated with the time lag between the provisional and final determination of concentrate sales.

The Company designates the spot component of commodity swap contracts in respect of QP Hedges as fair value hedges. The fair value gain or loss on QP Hedges is calculated based on the corresponding LME forward copper prices and New York Commodity Exchange forward gold prices, as applicable.

As at December 31, 2023, the impact of a 5% increase or decrease in metal prices impacting the Company’s accounts receivable and outstanding commodity swap contracts, with all other variables held constant, would decrease or increase earnings before income taxes from continuing operations by $1.2 million (2022 – $0.6 million) and would decrease or increase equity by $1.1 million (2022 – $0.6 million).

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Foreign Exchange Option Contracts related to discontinued operations

The Company’s foreign currency exposures arise primarily from a significant portion of its operating and capital costs being denominated in currencies other than the U.S. dollar, the Company’s functional currency. The Company enters into foreign exchange option contracts from time to time in order to reduce the foreign exchange exposure associated with projected operating expenses and capital expenditures denominated in foreign currencies. Foreign exchange option contracts are entered into, to provide price protection below a specified “floor” rate and participation up to a specified “ceiling” rate. The option contracts entered into are comprised of a series of call options and put options (which when combined create a price “collar”) that are structured so as to provide for a zero upfront cash cost.

The Company designates the intrinsic value of foreign exchange option contracts as cash flow hedges. The time value component of foreign exchange option contracts is treated as a separate cost of hedging. The fair value gain or loss on foreign exchange option contracts was calculated based on foreign exchange forward rates quoted in the market. As at December 31, 2023, approximately 64% of the Company’s projected Namibian dollar operating expenses for 2024, which is linked to the ZAR, have been hedged.

The Company is also exposed to credit and liquidity risks in the event of non-performance by counterparties in connection with its commodity swap contracts and foreign exchange option contracts. These risks, which are monitored on a regular basis, are mitigated, in part, by entering into transactions with financially sound counterparties and, where possible, ensuring contracts are governed by legally enforceable master agreements.

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

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SELECTED QUARTERLY AND ANNUAL INFORMATION

Selected financial results for the last eight quarters, which have been prepared in accordance with IFRS Accounting Standards, are shown in the table below:

$ millions except per share amounts	2023 2022
	Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Revenue Net earnings (loss) From continuing operations From discontinued operations Basic earnings (loss) per share: $/sh From continuing operations $/sh From discontinued operations $/sh Diluted earnings (loss) per share: $/sh From continuing operations $/sh From discontinued operations $/sh Adjusted net earnings From continuing operations From discontinued operations Adjusted basic earnings per share $/sh From continuing operations $/sh From discontinued operations $/sh Cash provided from (used in) operating activities From continuing operations From discontinued operations	139.3121.9 132.5 126.4 113.0 89.3 108.5 122.7 57.5 27.1 61.7 46.6 33.3 (57.7) 33.5 26.8 52.1 36.7 49.6 43.6 22.1 17.9 34.5 42.1 5.4 (9.6) 12.1 3.0 11.2 (75.6) (1.0) (15.3) 0.32 0.15 0.33 0.25 0.18 (0.30) 0.17 0.14 0.29 0.20 0.26 0.23 0.12 0.09 0.18 0.22 0.03 (0.05) 0.06 0.02 0.06 (0.39) (0.01) (0.08) 0.32 0.15 0.33 0.24 0.18 (0.30) 0.17 0.14 0.29 0.20 0.26 0.23 0.12 0.09 0.18 0.22 0.03 (0.05) 0.06 0.02 0.06 (0.39) (0.01) (0.08) 55.5 27.1 62.2 46.1 33.3 25.4 33.3 37.0 50.0 36.7 50.1 43.1 22.1 18.0 36.3 42.5 5.4 (9.6) 12.1 3.0 11.2 7.4 (3.0) (5.5) 0.31 0.15 0.33 0.24 0.18 0.13 0.17 0.19 0.28 0.20 0.27 0.23 0.12 0.09 0.18 0.22 0.03 (0.05) 0.06 0.01 0.06 0.04 (0.01) (0.03) 78.2 67.4 59.2 70.9 49.3 31.5 72.5 78.8 71.3 70.1 54.6 65.7 48.5 21.8 62.7 76.5 6.9 (2.7) 4.6 5.2 0.8 9.7 9.8 2.3

The variations in the Company’s quarterly results were driven largely by fluctuations in gold and copper grades and recoveries, timing of metal deliveries, volumes of complex concentrate smelted, gold, copper and sulphuric acid prices, foreign exchange rates, smelter toll rates, smelter metal recoveries, depreciation, gains and losses related to Sabina special warrants, gains and losses on commodity swap contracts related to hedging the Company’s metal price exposures, realized gains or losses on foreign exchange option contracts related to hedging the Company’s foreign denominated operating expenditures, restructuring costs and impairment charge.

The following table summarizes the quarterly average realized prices for gold and copper and highlights the quarter over quarter variability:

$ millions Average Realized Metal Prices	2023 2022
	Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Gold ($/oz) Copper($/lb)	2,0251,921 1,961 1,918 1,752 1,712 1,812 1,876 3.74 3.72 3.77 4.06 3.65 3.53 4.42 4.58

Other key items impacting the Company’s quarter over quarter results from discontinued operations include:

• Lower volumes of complex concentrate smelted at Tsumeb in Q2 2022, Q4 2022 and Q1 to Q3 2023 as a result of planned maintenance and additional unplanned downtime due primarily to water leaks to the off-gas system;

• Tsumeb restructuring cost in Q1 2022; and

• Tsumeb impairment charge in Q3 2022.

DUNDEE PRECIOUS METALS INC. | 43

The following is a summary of selected annual information for the Company’s last three fiscal years:

$ thousands, except per share amounts		2023	2022(1)	2021(1)
Revenue		520,091	433,490	522,093
Tsumeb impairment charge		-	85,000	-
Net earnings (loss)		192,939	35,923	209,824
From continuing operations		181,976	116,584	204,056
From discontinued operations		10,963	(80,661)	5,768
Adjusted net earnings		190,935	129,027	202,081
From continuing operations		179,972	118,953	196,313
From discontinued operations		10,963	10,074	5,768
Basic earnings (loss) per share	$/sh	1.04	0.19	1.12
From continuing operations	$/sh	0.98	0.61	1.09
From discontinued operations	$/sh	0.06	(0.42)	0.03
Diluted earnings (loss) per share	$/sh	1.04	0.19	1.12
From continuing operations	$/sh	0.98	0.61	1.09
From discontinued operations	$/sh	0.06	(0.42)	0.03
Adjusted net earnings per share	$/sh	1.03	0.68	1.09
From continuing operations	$/sh	0.97	0.62	1.06
From discontinued operations	$/sh	0.06	0.06	0.03
Dividend declared per share	$/sh	0.16	0.16	0.12
Total assets(2)		1,290,236	1,157,254	1,168,410
Non-current liabilities(3)		47,821	67,275	78,198

• 1) 2021 and 2022 operating results and cash flows have been restated to reflect Tsumeb as a discontinued operation.

• 2) Include discontinued operations in all years.

• 3) 2023 excludes non-current liabilities related to the discontinued operations, which were included in liabilities held for sale.

The following table summarizes the annual average realized prices for gold and copper and highlights the year over year variability:

Average Realized Metal Prices		2023	2022	2021
Gold	$/oz	1,957	1,795	1,790
Copper	$/lb	3.82	3.98	3.82

Other key items impacting the Company’s financial results over the period from 2021 to 2023 include:

Continuing operations:

• Declining combined gold recoveries at Chelopech in 2023 relative to 2022 and improving relative to 2021;

• Declining gold grades at Chelopech in 2023 relative to 2022 and 2021 due to mining in lower grade zones, in line with its mine plan;

• Improving gold grades at Ada Tepe in 2023 relative to 2022 and 2021 due to mining higher grade zones, in line with its mine plan;

• A weaker U.S. dollar in 2023 and 2021 relative to a stronger U.S. dollar in 2022 compared to the Euro;

• Acquisition of INV Metals Inc. accounted for as an asset acquisition in 2021;

• Growth capital expenditures for the Loma Larga gold project incurred in 2023 and 2022;

• Dividend distribution of $30.2 million in 2023 compared to $30.5 million in 2022 and $22.4 million in 2021; and

DUNDEE PRECIOUS METALS INC. | 44

• Purchased 9,738,063 common shares under the NCIB for a total cost of $65.6 million in 2023 and 2,471,500 common shares under the NCIB for a total cost of $13.6 million in 2022.

Discontinued operations:

• The MineRP Disposition in 2021;

• Lower volumes of complex concentrate smelted at Tsumeb in 2023 and 2022, relative to 2021, as a result of planned maintenance and operational issues in both years; and

• A stronger U.S. dollar in 2023 and 2022 relative to a weaker U.S. dollar in 2021 compared to the ZAR.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company’s consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the amounts of assets, liabilities and contingent liabilities on the date of the consolidated financial statements and the amounts of revenues and expenses during the periods reported. Estimates and assumptions are evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

The significant areas of estimation and uncertainty considered by management in preparing the consolidated financial statements include, but are not limited to:

Mineral exploration and evaluation expenditures

Exploration and evaluation activities involve the search for Mineral Resources and Mineral Reserves, the assessment of technical and operational feasibility and the determination of an identified Mineral Resource or Mineral Reserve’s commercial viability.

The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether it is probable that future economic benefits will be generated from the exploitation of an exploration and evaluation asset when activities have not yet reached a stage where a reasonable assessment of the existence of Mineral Reserves can be determined. The estimation of Mineral Resources is a complex process and requires significant assumptions and estimates regarding economic and geological data and these assumptions and estimates impact the decision to either expense or capitalize exploration and evaluation expenditures. Management is required to make certain estimates and assumptions about future events and circumstances in order to determine if an economically viable extraction operation can be established. Any revision to any of these assumptions and estimates could result in the impairment of the capitalized exploration and evaluation costs. If new information becomes available after expenditures have been capitalized that the recovery of these expenditures is no longer probable, the expenditures capitalized are written down to the recoverable amount and charged to net earnings (loss) in the period the new information becomes available.

Mine properties

Commencement of commercial production

All expenditures undertaken in the development, construction, installation and/or completion of mine production facilities are capitalized and initially classified as “Mines under construction”. Upon the commencement of commercial production, all related assets included in “Mines under construction” are reclassified to “Mine Properties – Producing mines” or “Property, plant and equipment”.

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Determination of commencement of commercial production is a complex process and requires significant assumptions and estimates. The commencement of commercial production is defined as the date when the mine is capable of operating in the manner intended by management. The Company considers primarily the following factors, among others, when determining the commencement of commercial production:

• All major capital expenditures to achieve a consistent level of production and desired capacity have been incurred;

• A reasonable period of testing of the mine plant and equipment has been completed;

• A predetermined percentage of design capacity of the mine and mill has been reached; and

• Required production levels, grades and recoveries have been achieved.

Mineral Resource and Mineral Reserve estimates

The estimation of Mineral Resources and Mineral Reserves, as defined under NI 43-101, is a complex process and requires significant assumptions and estimates. The Company prepares its Mineral Resource and Mineral Reserve estimates based on information related to the geological data on the size, depth and shape of the ore body which is compiled by appropriately qualified persons. Mineral Resource and Mineral Reserve estimates are based upon factors such as metal prices, capital requirements, production costs, foreign exchange rates, geotechnical and geological assumptions and judgments made in estimating the size and grade of the ore body. Mineral Resource and Mineral Reserve estimates, together with forecast production, determine the life of mine estimates and therefore changes in the Mineral Resource or Mineral Reserve estimates may impact the carrying value of exploration and evaluation assets, mine properties, property, plant and equipment, depletion and depreciation charges, rehabilitation provisions and deferred income tax assets.

Impairment of non-financial assets

At each reporting date, the carrying values of mine properties, intangible assets and property, plant and equipment are assessed for impairment if indicators of potential impairment or reversal of previously recognized impairment exist. If any such indication exists, an estimate of the asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal (“FVLCD”) and its value in use based on discounted cash flows. This is determined on an asset-by-asset basis, unless the asset does not generate cash flows that are largely independent of those from other assets or groups of assets. If this is the case, individual assets are grouped together into a Cash Generating Unit (“CGU”) for impairment purposes. Such CGUs represent the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash flows from other assets or groups of assets. Management has assessed the Company’s CGUs as being an individual operating site.

The assessment of impairment is based on a number of external and internal factors, some of which are outside of the Company’s control, and requires the use of estimates and assumptions related to these factors for each CGU. External factors include market considerations ranging from overall economic activity and the supply of and demand for the materials used in and products produced by the Company to changes in commodity prices, toll rates, discount rates, foreign exchange rates and regulatory requirements. Internal factors include considerations such as production volume, ability to convert resources into reserves, capital and operating expenditures, and future development and expansion plans.

DUNDEE PRECIOUS METALS INC. | 46

These significant estimates and assumptions, some of which may be subjective, require that management make decisions based on the best available information at each reporting period. It is possible that the actual recoverable amount could be significantly different than those estimates. A significant decline in the asset’s market value, reductions in metal price forecasts, increases in estimated future costs of production, increases in estimated future capital costs, reductions in the amount of recoverable reserves, resources and exploration potential, and/or adverse market conditions can result in a write-down of the carrying amounts of the Company’s assets. Judgment is also required when considering whether significant changes in any of these items indicate a previous impairment may have reversed.

Rehabilitation provisions

Mining, processing, development and exploration activities are subject to various laws and regulations governing the protection of the environment. The Company recognizes a liability for its rehabilitation obligations in the period when a legal and/or constructive obligation is identified. The liability is measured at the present value of the estimated costs required to rehabilitate operating locations based on the riskfree nominal discount rates that are specific to the countries in which the operations are located.

The nature of these restoration and rehabilitation activities includes: i) dismantling and removing structures; ii) rehabilitating mines and tailing dams; iii) dismantling operating facilities; iv) closure of plant and waste sites; and v) restoration, reclamation and re-vegetation of affected areas.

Significant estimates and assumptions are made by management in determining the nature and costs associated with the rehabilitation liability. The estimates and assumptions required include estimates of the timing, extent and costs of rehabilitation activities, technology changes, regulatory changes, and changes in the discount and inflation rates. These uncertainties may result in future expenditures being different from the amounts currently provided.

Changes in the underlying assumptions used to estimate the rehabilitation liability as well as changes to environmental laws and regulations could cause material changes in the expected cost and expected future settlement value.

At as December 31, 2023, the undiscounted future cost for estimated mine closure and rehabilitation costs before inflation was estimated to be $78.2 million. The carrying value of the estimated mine closure and rehabilitation cost was $51.0 million at December 31, 2023 and $50.3 million at December 31, 2022. All these amounts included the rehabilitation costs at Tsumeb.

Revenue recognition related to toll smelting arrangements

Revenue from processing concentrate is recognized when concentrate has been smelted and is based on the toll rate specified in the toll agreement, which can vary based on the composition of the concentrate processed and prevailing market conditions at the time the agreement was entered. Revenue from processing concentrate is adjusted for any over or under recoveries of metals delivered relative to contracted rates under the tolling agreement between Tsumeb and IXM. These adjustments represent metal exposure and are calculated by comparing (i) the copper, gold and silver content in the concentrate received and processed by Tsumeb multiplied by the percentage accountable in the IXM contract to (ii) the accountable copper, gold and silver in the blister delivered to IXM and in the in-circuit material still being processed by Tsumeb.

Many aspects of the metal exposure are subject to estimation, including the amount of metal contained in concentrate received, in-circuit material and blister delivered where final assays have not been completed. These significant estimates are based on the Company’s process knowledge, joint surveys with IXM and multiple assay results, the final results of which could differ from initial estimates.

DUNDEE PRECIOUS METALS INC. | 47

Deferred income taxes

Deferred income tax is provided using the balance sheet method on temporary differences on the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences. Deferred income tax assets are recognized for all deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable income will be generated in future periods to utilize these deductible temporary differences.

Judgment is required in determining whether deferred income tax assets are recognized on the consolidated statements of financial position. Deferred income tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate future taxable income in order to utilize the deferred income tax assets. Estimates of future taxable income are based on forecasted cash flows from operations or other activities and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred income tax assets recorded on the reporting date could be impacted.

Additionally, future changes in tax laws in the jurisdictions in which the Company operates could impact tax deductions in future periods and the value of its deferred income tax assets and liabilities.

NON-GAAP FINANCIAL MEASURES

Certain financial measures referred to in this MD&A are not measures recognized under IFRS and are referred to as non-GAAP financial measures or ratios. These measures have no standardized meanings under IFRS and may not be comparable to similar measures presented by other companies. The definitions established and calculations performed by DPM are based on management’s reasonable judgment and are consistently applied. These measures are used by management and investors to assist with assessing the Company’s performance, including its ability to generate sufficient cash flow to meet its return objectives and support its investing activities and debt service obligations. In addition, the Human Capital and Compensation Committee of the Board of Directors uses certain of these measures, together with other measures, to set incentive compensation goals and assess performance. 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. Non-GAAP financial measures and ratios, together with other financial measures calculated in accordance with IFRS, are considered to be important factors that assist investors in assessing the Company’s performance.

Non-GAAP Cash Cost and All-in Sustaining Cost Measures

Mine cash cost; smelter cash cost; mine cash cost of sales; and all-in sustaining cost are non-GAAP financial measures. Cash cost per tonne of ore processed; cash cost per ounce of gold sold; all-in sustaining cost per ounce of gold sold; and cash cost per tonne of complex concentrate smelted are nonGAAP ratios. These measures capture the important components of the Company’s production and related costs. Management and investors utilize these metrics as an important tool to monitor cost performance at the Company’s operations. In addition, the Human Capital and Compensation Committee of the Board of Directors uses certain of these measures, together with other measures, to set incentive compensation goals and assess performance.

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The following tables provide a reconciliation of the Company’s cash cost per tonne of ore processed to its cost of sales:

$ thousands unless otherwise indicated	Fourth Quarter Full Year 2023 2022 2023 2022
Chelopech Ore processed t Cost of sales Add/(deduct): Depreciation and amortization Change in concentrate inventory	564,825 553,088 2,205,107 2,138,792 36,025 39,438 139,550 133,929 (7,225) (7,456) (27,443) (26,132) (80) (3,985) (827) (1,671)
Mine cash cost(1)	28,720 27,997 111,280 106,126
Cost of sales per tonne of ore processed(2) $/t Cash costper tonne of oreprocessed(2) $/t	64 71 63 63 51 51 50 50
Ada Tepe Ore processed t Cost of sales Add/(deduct): Depreciation and amortization Change in concentrate inventory	170,699 206,153 747,604 852,990 24,956 25,703 104,657 102,739 (12,920) (13,948) (54,593) (55,984) 313 193 164 181
Mine cash cost(1)	12,349 11,948 50,228 46,936
Cost of sales per tonne of ore processed(2) $/t Cash costper tonne of oreprocessed(2) $/t	146 125 140 120 72 58 67 55

1) Cash costs are reported in U.S. dollars, although the majority of costs incurred are denominated in non-U.S. dollars, and consist of all production related expenses including mining, processing, services, royalties and general and administrative.

2) Represents cost of sales and mine cash cost, respectively, divided by tonnes of ore processed.

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The following table provides, for the periods indicated, a reconciliation of the Company’s cash cost per ounce of gold sold and all-in sustaining cost per ounce of gold sold to its cost of sales:

$ thousands, unless otherwise indicated
For thequarter ended December 31, 2023		Chelopech	Ada Tepe	Total
Cost of sales(1)		36,025	24,956	60,981
Add/(deduct):
Depreciation and amortization		(7,225)	(12,920)	(20,145)
Treatment charges, transportation and other related selling costs(2)		27,679	1,090	28,769
By-product credits(3)		(26,938)	(328)	(27,266)
Mine cash cost of sales		29,541	12,798	42,339
Rehabilitation related accretion and depreciation expenses(4)		275	276	551
Allocated general and administrative expenses(5)		-	-	9,435
Cash outlays for sustaining capital(6)		5,602	2,557	8,159
Cash outlays for leases(6)		310	169	479
All-in sustainingcost		35,728	15,800	60,963
Payable gold in concentrate sold(7)	oz	36,276	33,288	69,564
Cost of sales per ounce of gold sold(8)	$/oz	993	750	877
Cash cost per ounce of gold sold(8)	$/oz	814	384	609
All-in sustainingcostper ounce ofgold sold(8)	$/oz	985	475	876
$ thousands, unless otherwise indicated
For thequarter ended December 31,2022		Chelopech	Ada Tepe	Total
Cost of sales(1)		39,438	25,703	65,141
Add/(deduct):
Depreciation and amortization		(7,456)	(13,948)	(21,404)
Treatment charges, transportation and other related selling costs(2)		26,529	864	27,393
By-product credits(3)		(24,717)	(260)	(24,977)
Mine cash cost of sales		33,794	12,359	46,153
Rehabilitation related accretion and depreciation expenses(4)		264	295	559
Allocated general and administrative expenses(5)		-	-	7,412
Cash outlays for sustaining capital(6)		9,879	1,840	11,719
Cash outlays for leases(6)		251	280	531
All-in sustainingcost		44,188	14,774	66,374
Payable gold in concentrate sold(7)	oz	39,203	26,628	65,831
Cost of sales per ounce of gold sold(8)	$/oz	1,006	965	990
Cash cost per ounce of gold sold(8)	$/oz	862	464	701
All-in sustainingcostper ounce ofgold sold(8)	$/oz	1,127	555	1,008

1) Included in cost of sales were share-based compensation expenses of $0.4 million (2022 - $0.4 million) in the fourth quarter of 2023. .

2) Represents revenue deductions for treatment charges, refining charges, penalties, freight and final settlements to adjust for any differences relative to the provisional invoice.

3) Represents copper and silver revenue.

4) Included in cost of sales and finance cost in the consolidated statements of earnings (loss).

5) Represents an allocated portion of DPM’s general and administrative expenses, including a share-based compensation expense of $1.9 million (2022 – $1.5 million) for the fourth quarter of 2023, based on Chelopech’s and Ada Tepe’s proportion of total revenue, including revenue from discontinued operations. Allocated general and administrative expenses are reflected in consolidated all-in sustaining cost per ounce of gold sold and are not reflected in the cost measures for Chelopech and Ada Tepe.

6) Included in cash used in investing activities and financing activities, respectively, in the consolidated statements of cash flows.

7) Includes payable gold in pyrite concentrate sold in the fourth quarter of 2023 of 8,700 ounces (2022 – 10,408 ounces).

8) Represents cost of sales, mine cash cost of sales and all-in sustaining cost, respectively, divided by payable gold in concentrate sold.

DUNDEE PRECIOUS METALS INC. | 50

$ thousands, unless otherwise indicated
For theyear ended December 31, 2023		Chelopech	Ada Tepe	Total
Cost of sales(1)		139,550	104,657	244,207
Add/(deduct):
Depreciation and amortization		(27,443)	(54,593)	(82,036)
Treatment charges, transportation and other related selling costs(2)		101,083	5,247	106,330
By-product credits(3)		(105,040)	(1,260)	(106,300)
Mine cash cost of sales		108,150	54,051	162,201
Rehabilitation related accretion and depreciation expenses(4)		1,195	1,173	2,368
Allocated general and administrative expenses(5)		-	-	30,976
Cash outlays for sustaining capital(6)		19,314	8,783	28,097
Cash outlays for leases(6)		1,122	898	2,020
All-in sustainingcost		129,781	64,905	225,662
Payable gold in concentrate sold(7)	oz	135,862	129,881	265,743
Cost of sales per ounce of gold sold(8)	$/oz	1,027	806	919
Cash cost per ounce of gold sold(8)	$/oz	796	416	610
All-in sustainingcostper ounce ofgold sold(8)	$/oz	955	500	849
$ thousands, unless otherwise indicated
For theyear ended December 31,2022		Chelopech	Ada Tepe	Total
Cost of sales(1)		133,929	102,739	236,668
Add/(deduct):
Depreciation and amortization		(26,132)	(55,984)	(82,116)
Treatment charges, transportation and other related selling costs(2)		111,016	2,943	113,959
By-product credits(3)		(110,959)	(793)	(111,752)
Mine cash cost of sales		107,854	48,905	156,759
Rehabilitation related accretion expenses(4)		1,020	1,353	2,373
Allocated general and administrative expenses(5)		-	-	22,940
Cash outlays for sustaining capital(6)		20,285	10,193	30,478
Cash outlays for leases(6)		959	1,185	2,144
All-in sustainingcost		130,118	61,636	214,694
Payable gold in concentrate sold(7)	oz	151,580	91,117	242,697
Cost of sales per ounce of gold sold(8)	$/oz	884	1,128	975
Cash cost per ounce of gold sold(8)	$/oz	712	537	646
All-in sustainingcostper ounce ofgold sold(8)	$/oz	858	676	885

1) Included in cost of sales were share-based compensation expenses of $1.8 million (2022 - $1.2 million) in 2023.

2) Represents revenue deductions for treatment charges, refining charges, penalties, freight and final settlements to adjust for any differences relative to the provisional invoice.

3) Represents copper and silver revenue.

4) Included in cost of sales and finance cost in the consolidated statements of earnings (loss).

5) Represents an allocated portion of DPM’s general and administrative expenses, including a share-based compensation expense of $9.0 million (2022 – $3.2 million) in 2023, based on Chelopech and Ada Tepe’s proportion of total revenue, including revenue from discontinued operations. Allocated general and administrative expenses are reflected in consolidated all-in sustaining cost per ounce of gold sold and are not reflected in the cost measures for Chelopech and Ada Tepe.

6) Included in cash used in investing activities and financing activities, respectively, in the consolidated statements of cash flows. 7) Includes payable gold in pyrite concentrate sold in 2023 of 37,732 ounces (2022 – 40,828 ounces).

8) Represents cost of sales, mine cash cost of sales and all-in sustaining cost, respectively, divided by payable gold in concentrate sold.

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The following tables provide a reconciliation of the Company’s cash cost per tonne of complex concentrate smelted to its cost of sales from discontinued operations:

$ thousands unless otherwise stated	Fourth Quarter Full Year 2023 2022 2023 2022
Complex concentrate smelted t Tsumeb cost of sales Add/(deduct): Depreciation and amortization Sulphuric acid revenue	67,891 41,835 188,803 174,122 27,874 25,968 99,047 120,779 (1,490) (800) (4,834) (17,023) (4,679) (6,625) (15,988) (23,052)
Smelter cash cost	21,705 18,543 78,225 80,704
Cost of sales per tonne of complex concentrate smelted(1) $/t Cash cost per tonne of complex concentrate smelted(1) $/t	411 621 525 694 320 443 414 463

1) Represents cost of sales and smelter cash cost, respectively, divided by tonnes of complex concentrate smelted.

Adjusted net earnings and adjusted basic earnings per share

Adjusted net earnings is a non-GAAP financial measure and adjusted basic earnings per share is a nonGAAP ratio used by management and investors to measure the underlying operating performance of the Company. Presenting these measures from period to period helps management and investors evaluate earnings trends more readily in comparison with results from prior periods.

Adjusted net earnings are defined as net earnings (loss), adjusted to exclude specific items that are significant, but not reflective of the underlying operations of the Company, including:

• impairment charges or reversals thereof;

• unrealized and realized gains or losses related to investments carried at fair value;

• significant tax adjustments not related to current period earnings; and

• non-recurring or unusual income or expenses that are either not related to the Company’s operating segments or unlikely to occur on a regular basis.

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The following table provides a reconciliation of adjusted net earnings to net earnings (loss):

$ thousands except per share amounts	Fourth Quarter Full Year 2023 2022 2023 2022
Continuing Operations: Net earnings from continuing operations Add/(deduct): Net gains on derivatives, net of income taxes of $nil Net loss on Sabina special warrants, net of income taxes of $nil	52,045 22,062 181,976 116,584 (2,004) - (2,004) - - - - 2,369
Adjusted net earnings from continuingoperations	50,041 22,062 179,972 118,953
Basic earnings per share from continuing operations $/sh Adjusted basic earnings per share from continuing operations $/sh	0.29 0.12 0.98 0.61 0.28 0.12 0.97 0.62
Discontinued Operations: Net earnings (loss) from discontinued operations Add/(deduct): Tsumeb impairment charges Tsumeb restructuringcosts	5,431 11,258 10,963 (80,661) - - - 85,000 - - - 5,735
Adjusted net earnings from discontinued operations	5,431 11,258 10,963 10,074
Basic earnings (loss) per share from discontinued operations $/sh Adjusted basic earnings per share from discontinued operations $/sh	0.03 0.06 0.06 (0.42) 0.03 0.06 0.06 0.06
Consolidated: Net earnings Add/(deduct): Net gains on derivatives, net of income taxes of $nil Net loss on Sabina special warrants, net of income taxes of $nil Tsumeb impairment charges Tsumeb restructuringcosts	57,476 33,320 192,939 35,923 (2,004) - (2,004) - - - - 2,369 - - - 85,000 - - - 5,735
Adjusted net earnings	55,472 33,320 190,935 129,027
Basic earnings per share $/sh Adjusted basic earningsper share $/sh	0.32 0.18 1.04 0.19 0.31 0.18 1.03 0.68

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure used by management and investors to measure the underlying operating performance of the Company’s operating segments. Presenting these measures from period to period helps management and investors evaluate earnings trends more readily in comparison with results from prior periods. In addition, the Human Capital and Compensation Committee of the Board of Directors uses adjusted EBITDA, together with other measures, to set incentive compensation goals and assess performance.

Adjusted EBITDA excludes the following from earnings before income taxes:

• depreciation and amortization;

• interest income;

• finance cost;

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• impairment charges or reversals thereof;

• unrealized and realized gains or losses related to investments carried at fair value; and

• non-recurring or unusual income or expenses that are either not related to the Company’s operating segments or unlikely to occur on a regular basis.

The following table provides a reconciliation of adjusted EBITDA to earnings (loss) before income taxes:

$ thousands	Fourth Quarter Full Year 2023 2022 2023 2022
Continuing Operations: Earnings before income taxes from continuing operations Add/(deduct): Depreciation and amortization Finance costs Interest income Net gains on derivatives Net losses on Sabina special warrants	58,454 26,374 205,702 139,403 20,777 21,940 84,408 84,229 957 770 3,499 3,340 (6,171) (3,656) (23,250) (6,494) (2,004) - (2,004) - - - - 2,369
Adjusted EBITDA from continuingoperations	72,013 45,428 268,355 222,847
Discontinued Operations: Earnings (loss) before income taxes from discontinued operations Add/(deduct): Depreciation and amortization Finance costs Interest income Tsumeb impairment charges Tsumeb restructuringcosts	5,431 11,258 10,963 (80,661) 1,490 800 4,834 17,023 717 785 3,089 2,985 (17) (17) (78) (60) - - - 85,000 - - - 5,735
Adjusted EBITDA from discontinued operations	7,621 12,826 18,808 30,022
Consolidated: Earnings before income taxes Add/(deduct): Depreciation and amortization Finance costs Interest income Net gains on derivatives Net losses on Sabina special warrants Tsumeb impairment charges Tsumeb restructuringcosts	63,885 37,632 216,665 58,742 22,267 22,740 89,242 101,252 1,674 1,555 6,588 6,325 (6,188) (3,673) (23,328) (6,554) (2,004) - (2,004) - - - - 2,369 - - - 85,000 - - - 5,735
Adjusted EBITDA	79,634 58,254 287,163 252,869

Cash provided from operating activities, before changes in working capital

Cash provided from operating activities, before changes in working capital, is a non-GAAP financial measure defined as cash provided from operating activities excluding changes in working capital as set out in the Company’s consolidated statements of cash flows. This measure is used by the Company and investors to measure the cash flow generated by the Company’s operating segments prior to any changes in working capital, which at times can distort performance.

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Free cash flow

Free cash flow is a non-GAAP financial measure defined as cash provided from operating activities, before changes in working capital which includes changes in share-based compensation liabilities, less cash outlays for sustaining capital, mandatory principal repayments and interest payments related to debt and leases. This measure is used by the Company and investors to measure the cash flow available to fund growth capital expenditures, dividends and share repurchases.

The following table provides a reconciliation of cash provided from operating activities, before changes in working capital and free cash flow to cash provided from operating activities:

$ thousands	Fourth Quarter Full Year 2023 2022 2023 2022
Continuing Operations: Cash provided from operating activities of continuing operations Add: Changes in workingcapital	71,268 48,527 261,626 209,589 (11,973) (5,173) 899 (18,718)
Cash provided from operating activities of continuing operations, before changes in working capital Cash outlays for sustaining capital(1) Principal repayments related to leases Interestpayments(1)	59,295 43,354 262,525 190,871 (8,798) (12,095) (30,192) (36,191) (916) (662) (2,959) (2,584) (245) (558) (1,459) (1,562)
Free cash flow from continuingoperations	49,336 30,039 227,915 150,534
Discontinued Operations: Cash provided from operating activities of discontinued operations Add: Changes in workingcapital	6,911 762 14,056 22,463 1,128 8,237 5,824 13,861
Cash provided from operating activities of discontinued operations, before changes in working capital Cash outlays for sustaining capital(1) Principal repayments related to leases Interestpayments(1)	8,039 8,999 19,880 36,324 (4,834) (5,065) (12,969) (17,632) (681) (545) (2,482) (2,036) (98) (165) (492) (753)
Free cash flow from discontinued operations	2,426 3,224 3,937 15,903
Consolidated: Cash provided from operating activities Add: Changes in workingcapital	78,179 49,289 275,682 232,052 (10,845) 3,064 6,723 (4,857)
Cash provided from operating activities, before changes in working capital Cash outlays for sustaining capital(1) Principal repayments related to leases Interestpayments(1)	67,334 52,353 282,405 227,195 (13,632) (17,160) (43,161) (53,823) (1,597) (1,207) (5,441) (4,620) (343) (723) (1,951) (2,315)
Free cash flow	51,762 33,263 231,852 166,437

1) Included in cash used in investing and financing activities, respectively, in the consolidated statements of cash flows.

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Average realized metal prices

Average realized gold and copper prices are non-GAAP ratios used by management and investors to highlight the price actually realized by the Company relative to the average market price, which can differ due to the timing of sales, hedging and other factors.

Average realized gold and copper prices represent the average per unit price recognized in the Company’s consolidated statements of earnings (loss) prior to any deductions for treatment charges, refining charges, penalties, freight and final settlements to adjust for any differences relative to the provisional invoice.

The following table provides a reconciliation of the Company’s average realized gold and copper prices to its revenue:

$ thousands unless otherwise indicated	Fourth Quarter Full Year 2023 2022 2023 2022
Total revenue Add/(deduct): Treatment charges and other deductions(1) Silver revenue	139,339 112,968 520,091 433,490 28,769 27,393 106,330 113,959 (1,020) (446) (4,459) (3,319)
Revenue from gold and copper Revenue from gold Payable gold in concentrate sold oz Average realized gold price per ounce $/oz Revenue from copper Payable copper in concentrate sold Klbs Average realized copperpriceperpound $/lb	167,088 139,915 621,962 544,130 140,843 115,341 520,122 435,657 69,564 65,831 265,743 242,697 2,025 1,752 1,957 1,795 26,245 24,574 101,840 108,473 7,009 6,726 26,651 27,224 3.74 3.65 3.82 3.98

1) Represents revenue deductions for treatment charges, refining charges, penalties, freight and final settlements to adjust for any differences relative to the provisional invoice.

RISKS AND UNCERTAINTIES

The operating results and financial condition of the Company are subject to a number of inherent risks and uncertainties associated with its business activities, which include the acquisition, exploration, development, financing, construction, commissioning and operation of its mine, mill and concentrate processing facilities. The operating results and financial condition are also subject to numerous external factors, which include economic, social, geopolitical, warfare, environmental, regulatory, health, legal, tax and market risks impacting, among other things, precious metals and copper prices, sulphuric acid prices, toll rates, foreign exchange rates, inflation, the availability and cost of capital to fund the capital requirements of the business and the supply chain related to the business, uncertainty of production and cost estimates and the potential for unexpected costs and expenses, and changes in general economic conditions or conditions in the financial markets. Each of these risks could have a material adverse impact on the Company’s future business, results of operations and financial condition, and could cause actual results to differ materially from those described in any Forward-Looking Statements contained in this MD&A. The Company endeavours to manage these risks and uncertainties with good governance and in a balanced manner with a view to mitigating risk while maximizing total shareholder returns. The Company continually strives to identify and to effectively manage the risks of each of its business units. This includes developing appropriate risk management strategies, policies and procedures, processes and systems. There can be no assurance that the Company has been or will be successful in identifying all risks or that any risk-mitigating strategies adopted to reduce or eliminate risk will be successful.

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The following subsections describe some of the more significant business risks and uncertainties affecting the Company. These risks, along with other potential risks not specifically discussed in this MD&A, should be considered when evaluating the Company and its three-year outlook along with the more comprehensive discussion of risks contained in the “Risk Factors” section of our most recent AIF. Additional risks not identified below may affect the Company.

Metal Prices

The fluctuation in the price of a metal sold by the Company can significantly impact revenues as well as all-in sustaining cost per ounce of gold and other cost measures that are reported net of by-product credits. Accordingly, the prices of gold and copper are major factors influencing the Company’s business, results of operations and financial condition, and, in turn, the price for its common shares.

Metal prices can fluctuate widely and are affected by numerous factors beyond the Company’s control, including overall global market conditions; the sale or purchase of gold and silver by various central banks, financial institutions and Exchange Traded Funds; interest rates; foreign exchange rates; inflation or deflation; global and regional supply and demand; and the political and economic conditions of major gold, silver and copper producing and consuming countries throughout the world. If gold and/or copper prices were to decline significantly from current levels, there can be no assurance that cash flow from operations, together with cash on hand and available credit under the Company’s RCF, will be sufficient to meet the Company’s operating and capital requirements, including its contractual commitments and mandatory debt repayments, and the Company could be forced to discontinue production, reassess the feasibility of a particular project, and/or could lose its interest in, or be forced to sell, some of its properties. In addition, a significant commodity price decline could result in significant reductions in Mineral Reserve and Mineral Resource estimates, which could have a material adverse impact on the value of one or more of the Company’s cash generating units and result in an impairment of the carrying value of certain assets, including exploration and evaluation assets, mine properties, and property, plant and equipment.

In accordance with established risk management policies approved by our Board of Directors, the Company enters into QP Hedges to reduce the metal price exposure associated with the time lag between the provisional and final determination of concentrate sales. The Company also selectively enters into Production Hedges to reduce its price exposure on future sales and in respect of certain cost measures that are impacted by variability in by-product metal credits. These Production Hedges are entered primarily to provide price protection below a specified “floor” price and, to reduce the upfront cost of these contracts, are typically accompanied by option contracts that provide price participation up to a specified “ceiling” price. The Company sells and hedges gold and copper metal contained in concentrates produced at prices that are effectively determined by reference to the traded prices on major commodity exchanges, including the LME and the LBMA.

International Conflicts and Geopolitical Risks

International conflicts and other geopolitical tensions and events, including war, military action, terrorism, trade disputes and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets, and/or disruptions to supply chains and shipping lanes. World-wide political and economic risks are intensifying, including as a result of the conflicts in Ukraine and the Middle East, which create significant levels of uncertainty. Volatility in commodity prices and supply chain and shipping lanes disruptions may adversely affect the Company's business, financial condition and results of operations. The extent and duration of the Russia-Ukraine and Middle East conflicts and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks, including those relating to commodity price volatility and global financial conditions.

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The Company’s Chelopech and Ada Tepe mines are located in Bulgaria, Eastern Europe. Bulgaria does not share a border with either Russia or Ukraine and is part of the North Atlantic Treaty Organization and the EU. The main sources of Bulgaria’s electric energy are nuclear and coal facilities, which together comprise approximately 80% of Bulgaria’s total energy generation. Although Russia has halted natural gas deliveries to Bulgaria, approximately 5% of Bulgaria’s total energy supply is generated from natural gas and DPM has not experienced and does not anticipate any disruption of power supply to its mines as a result. In June 2022, the Council of Europe adopted sanctions that, among other things, prohibit the purchase, import or transfer of crude oil and certain petroleum products from Russia to the EU. A temporary exemption is available for those EU member states that, due to their geographic situation, suffer from a specific dependence on Russian supplies and have no viable alternative options. Bulgaria has secured this exemption until end of 2024. As a result, the impact of the conflict in Ukraine on the Company has been limited to date to increased costs for energy, fuel and other direct materials.

Further escalation of the conflict in Ukraine, including an outbreak of and/or expansion of hostilities into other countries or regions within Europe could have a material adverse effect on the Company’s operations due to, among other factors, disruption in the Company’s supply chain, increased input costs, and increased risk (or perception of increased risk) in the profile of the Company’s operations in Eastern Europe.

In addition, the conflict in the Middle East between Israel and the Hamas, and the potential for a wider regional conflict, has also had a significant impact on global stability. Attacks by Houthi rebels in the Red Sea has put significant risks on shipping lanes in the area and has resulted in increased shipping costs to various business entities including the Company. Continued attacks on shipping in the Middle East may result in further increases in shipping costs and longer transit times and delays in delivering products or procuring supplies. Further escalation of the conflict may spark confrontations in other parts of the Middle East and have further adverse consequences on global markets, supply chains and shipping lanes and the Company’s business.

The Company continues to monitor these events and will proactively manage the situation, although there is no assurance that the Company’s operations will not be adversely affected by current geopolitical tensions and/or associated government sanctions.

Inflation and Global Economic Conditions

The global economy has faced significant instability in recent years, marked by increased inflation and supply chain disruptions. Global economic conditions could further deteriorate, and the economy may contract and enter into a recession. Additionally, future economic shocks may be precipitated by a number of causes, including geopolitical instability, a rise in the price of oil and other energy costs, natural disasters, and outbreaks of pandemic or epidemic medical issues or other public health emergencies. Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favourable to the Company. Additionally, any such occurrence could cause decreases in asset values that are deemed to be other than temporary, which may result in impairment charges. Further, in such an event, the Company’s operations and financial condition could be adversely impacted.

In addition to potentially affecting the price of gold, copper and silver, general inflationary pressures may also affect labour, commodity and other input costs, which could have a material adverse effect on the Company’s financial condition, results of operations and capital expenditures for the development of its projects. The Company has been impacted by these inflationary pressures in the form of higher costs for key inputs required for its operations, most notably higher energy costs. The Company has made assumptions around the expected costs of these key inputs, and the Company’s actual costs in an inflationary environment may differ materially from those assumptions. These inflationary impacts may be felt directly through purchases of diesel and fuel, as well as through higher transportation costs, and indirectly through higher costs of products which rely on energy as an input cost.

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Smelter Toll Rates, Sulphuric Acid Prices, Metal Recoveries and Feed

The availability of sufficient volumes of high value complex concentrate, at suitable toll rates, is critical to the ongoing viability and profitability of the Tsumeb smelter, given the fixed cost nature of the operation. To facilitate the procurement of complex concentrates, the Company entered into an agreement with IXM that currently matures on December 31, 2026. There is no assurance that this agreement will be renewed with IXM upon its expiry.

Under this agreement, the Company typically secures complex concentrate volumes at specified toll rates covering the next 12-24 months. As at December 31, 2023, the Company has contracted high value complex concentrate covering over 75% of its expected concentrate requirements through to the end of 2024. There can be no assurance that such concentrate will be available to the smelter in the future or that the parties will agree on contracted toll rates that will be sufficient to generate an adequate return. Failure to find sufficient quantities of suitable high value complex concentrate to be processed at acceptable toll rates could have a material adverse impact on the Company’s business, financial condition and results of operations.

Under the agreement with IXM, Tsumeb must return specified quantities of copper, gold and silver, and maintain specified maximum levels of in-process metal. Metal over and under recoveries at the smelter are subject to smelter processing capabilities, contracted terms, and various estimates, including the quantities of metal contained in concentrate received, material in-process and blister delivered. These estimates are based on the Company’s process knowledge and multiple assay results. Actual metal deliveries could differ materially from initial estimates and could have a material adverse impact on the Company’s business, financial condition and results of operations as any over or under recovery of metals is recorded in revenue. In the event that in-process metals at the smelter exceed specified maximum contractual levels, Tsumeb may be required to purchase such excess in-process metal. IXM may agree to waive such purchase requirement, as it did in all applicable years, when in-process metal exceeded maximum contractual levels.

Tsumeb produces sulphuric acid as a by-product of the smelting operation. Historically, the vast majority of this sulphuric acid has been sold to customers in Namibia, with the balance exported to other countries in Africa. The revenue from sulphuric acid sales makes up approximately 15% to 20% of Tsumeb’s revenue and changes in the market price of and demand for sulphuric acid can have a material impact on Tsumeb’s financial results. As at December 31, 2023, approximately 90% of Tsumeb’s forecast sulphuric acid production over the next three years is expected to be sold domestically under a reference price contract which includes floor and ceiling prices. The remainder of Tsumeb’s sulphuric acid production is expected to be sold at market terms under spot or longer-term agreements. An inability to sell or deliver sufficient acid production whereby Tsumeb’s sulphuric acid storage capacity is exceeded would result in a reduction of smelter operating levels up to and including a full stoppage.

Foreign Exchange

By virtue of its international operations, the Company incurs costs and expenses in a number of foreign currencies. The revenue from its mining and smelting operations received by the Company is denominated in U.S. dollars since the prices of the metals that it produces are referenced in U.S. dollars, while the majority of operating and capital expenditures of its mining and smelter operations are denominated in Bulgarian lev, which is pegged to the Euro, the Namibian dollar, which is tied to the ZAR, and the Canadian dollar. Fluctuations in these foreign exchange rates give rise to foreign exchange exposures, either favourable or unfavourable, which could have a material impact on the Company’s business, financial condition and results of operations. Fluctuations in the U.S. dollar relative to certain currencies can also have an impact on commodity prices quoted in U.S. dollars, such that a stronger U.S. dollar tends to have a negative impact on U.S. quoted prices while a weaker U.S. dollar tends to have a favourable impact. As a result, this relationship is considered in conjunction with the Company’s risk assessment.

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From time to time, the Company enters into foreign exchange option contracts in order to reduce the foreign exchange exposures associated with projected operating expenses and capital expenditures denominated in foreign currencies.

Operations

Mining operations and related processing and infrastructure facilities are subject to a number of risks, including risks related specifically to the mining and metals industry. Such risks include, without limitation, environmental hazards, industrial accidents, disruptions in the supply of critical materials and supplies, disruptions due to pandemic conditions, delays in obtaining work visas or other authorizations, labour disputes, changes in laws, technical difficulties or failures, equipment failure, failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material. Such risks could result in damage to, or destruction of, mines and other processing facilities, damage to life or property, environmental damage, delays in mining and processing, delays in scheduled maintenance, losses and possible legal liability. Any prolonged downtime or shutdowns at the Company’s mining and processing facilities could have a material adverse impact on the Company’s business, financial condition and results of operations.

Success of the Company’s operations also depends on adequate public infrastructure. Reliable roads, bridges, power sources and water supplies are important determinants which affect capital and operating costs. Natural events, such as seismic events and severe climatic conditions, as well as sabotage, government or other interference in the maintenance or provision of such infrastructure could have a material adverse impact on the Company’s business, financial condition and results of operations.

Mineral Resources and Mineral Reserves

The Mineral Resources and Mineral Reserves disclosed by the Company are estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. There are numerous uncertainties inherent in estimating Mineral Resources and Mineral Reserves, including many factors beyond the Company’s control. Such estimation is a subjective process and the accuracy of any estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold, silver or copper recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Fluctuations in gold, silver and copper prices, results of drilling, change in cut-off grades, metallurgical testing, production and the evaluation of mine plans subsequent to the date of any estimates may require revision of such Mineral Resource and Mineral Reserve estimates. The volume and grade of Mineral Reserves mined and processed, and the recovery rates achieved may not be the same as currently anticipated. Any material reduction in the estimated Mineral Resources and Mineral Reserves could have a material adverse impact on the Company’s business, financial condition and results of operations. A significant decrease in the Mineral Resource and Mineral Reserve estimates could have a material adverse impact on the carrying value of exploration and evaluation assets, mine properties, property, plant and equipment, depletion and depreciation charges, and estimated mine closure and rehabilitation costs, and could result in an impairment of the carrying value.

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Need for Mineral Reserves

As mines have limited lives based on Proven and Probable Mineral Reserves, the Company must continually develop, replace and expand its Mineral Reserves and Mineral Resources as its mines produce gold, copper and silver concentrates. The Company’s ability to maintain or increase its annual production of gold, copper and silver and its aggregate Mineral Reserves will be significantly dependent on its ability to expand its Mineral Resource base both at its existing mines and new mines it intends to bring into production in the future.

Exploration

Exploration is speculative and involves many risks that even a combination of careful evaluation, experience and knowledge utilized by the Company may not eliminate. Once a site with mineralization is discovered, it may take several years from the initial phases of drilling until production is possible. Substantial expenditures are normally required to locate and establish Mineral Reserves and to permit and construct mining and processing facilities. While the discovery of mineralization may result in substantial rewards if an ore body is proven, few properties that are explored are ultimately developed into producing mines.

Financing, Interest Rate and Liquidity

The Company relies on the cash flows generated from its mining and smelting operations, including provisional payments received from its customers, cash on hand, available credit under its RCF, and its ability to raise debt and equity from the capital markets to fund its operating, investment and liquidity needs. The cyclical nature of the Company’s businesses, general economic conditions and the volatility of capital markets are such that conditions could change dramatically, affecting the Company’s cash flow generating capability, its ability to maintain, or draw upon, its RCF or the existing terms under its concentrate sales or toll agreements, as well as its liquidity, cost of capital and its ability to access additional capital, which could have a material adverse impact on the Company’s earnings and cash flows and, in turn, could affect total shareholder returns. To reduce these risks, the Company: (i) prepares regular cash flow forecasts to monitor its capital requirements, available liquidity and compliance with its debt covenants; (ii) strives to maintain a prudent capital structure that is comprised primarily of equity financing and a long-term committed RCF; and (iii) targets a minimum level of liquidity comprised of surplus cash balances and/or available committed lines of credit to avoid being placed into a situation where it is required to raise additional capital at times when the costs or terms would be regarded as unfavourable.

The Company’s exposure to the risk of changes in market interest rates relates primarily to the interest earned on the Company’s cash and cash equivalent and short-term investments, as well as potential interest paid on future drawdowns under its RCF, which is based on a floating reference rate.

Furthermore, there can be no assurance that the Company’s operations will be profitable or that the Company will be able to raise capital on terms that it considers reasonable. Adverse commodity market, general economic conditions and adverse capital market conditions could result in a delay or the indefinite postponement of development or construction projects and could have a material adverse impact on the Company’s business, financial condition, results of operations and share price.

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Environmental, Health and Safety

Mining and smelting operations, including exploration, development and production of mineral deposits and disposal of tailings and hazardous materials, generally involve a high degree of risk and are subject to conditions and events beyond the Company’s control. The Company’s operations are subject to all of the hazards and risks normally encountered in the mining and smelting sectors including: adverse environmental conditions; industrial and environmental accidents; metallurgical and other processing problems; unusual or unexpected rock formations; ground or slope failures; structural cave-ins or slides; flooding or fires; seismic activity; rock bursts; equipment failures; failures to contain hazardous materials (including arsenic) within the designated areas; and periodic interruptions due to weather conditions; as well as intentional acts by individuals or groups who intend to harm or disrupt the Company’s operations. These risks could result in the destruction of mines or processing facilities, the failure of tailings management facilities and damage to infrastructure, causing partial or complete shutdowns, personal injury or death, environmental or other damage to the Company’s properties or the properties of others, monetary losses and potential legal liability. Although the Company conducts extensive maintenance and monitoring and incurs significant costs to maintain its operations, equipment and infrastructure, including tailings management facilities, unanticipated failures or damage may occur that could cause injuries, production loss or environmental pollution resulting in significant legal and/or economic liability.

The Company’s mining and smelting operations are subject to extensive environmental, health and safety regulations in the various jurisdictions in which it operates. These regulations address, among other things, emissions; air and water quality standards; land use; rehabilitation and reclamation; and safety and work environment standards, including human rights. They also set forth limitations on the generation, transportation, storage and disposal of various wastes, including hazardous wastes. Environmental, health and safety legislation continues to evolve and, while the Company takes active steps to monitor this legislation, it could result in stricter standards and enforcement, increased capital and operating costs and burdens to achieve compliance, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Amendments to current laws and regulations governing the Company’s mining, processing, development and exploration activities, or more stringent implementation thereof, could have a material adverse impact on the Company’s business, financial condition and results of operations, and cause increases in exploration expenses, capital expenditures, production costs or future rehabilitation costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties and/or expansion of existing properties.

Environmental hazards may exist on the properties in which the Company holds interests, which are unknown to the Company at present, and which have been caused by previous or existing owners or operators of the properties. The Company may also acquire properties with known or undiscovered environmental risk. Any indemnifications by the previous owners or others may not be adequate to pay all the fines, penalties and costs incurred related to such properties. Some of the Company’s properties have also been used for mining, processing, smelting and related operations for many years before the Company acquired them and were acquired “as is” or with assumed environmental liabilities from previous owners or operators. The Company has been required to address contamination at its properties in the past and may need to do so in the future, either for existing environmental conditions or for leaks, discharges or contamination that may arise from its ongoing operations or other contingencies. The cost of addressing environmental conditions or risks, and liabilities associated with environmental damage may be significant, and could have a material adverse impact on the Company’s business, financial condition and results of operations. Production at the Company’s mines and processing facilities involves the use of various chemicals, including certain chemicals that are designated as hazardous substances. Contamination from hazardous substances, either at the Company’s own properties or other locations for which it may be responsible, may subject the Company to liability for the investigation or remediation of contamination, as well as for claims seeking to recover costs for related property damage, personal injury or damage to natural resources. The occurrence of any of these events could have a material adverse impact on the Company’s business, financial condition and results of operations.

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In 2016, the Company completed a major multi-year capital program at its smelter in Namibia directed at modernizing the environmental equipment being utilized and debottlenecking its processing capacity. This included the completion of a sulphuric acid plant, which has reduced the plant’s SO2 emissions. The Company’s environmental and occupational health and safety performance will be subject to continued monitoring by the Namibian authorities and deviation from expected environmental and occupational health and safety outcomes could have a material adverse impact on the Company’s future production, business, financial condition and results of operations.

Osino Acquisition

There is no certainty that the acquisition will be completed in accordance with the terms of the current agreement, or at all. Each of the Company and Osino has the right to terminate the acquisition in certain circumstances. In addition, the completion of the acquisition is subject to a number of conditions precedent, certain of which may be outside of the control of both parties, including the approval under the Namibia Competition Act. These factors may affect the ability of the Company to complete the acquisition of Osino on the terms the parties have agreed upon or at all. A substantial delay in obtaining certain regulatory approvals or the imposition of unfavourable terms or conditions in any approval could also have an adverse effect on the business financial condition or results of operations of the Company.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management, under the supervision of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), has designed disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109, based on the Internal Control – Integrated Framework (2013) developed by COSO (Committee of Sponsoring Organizations of the Treadway Commission).

The CEO and CFO evaluated or caused to be evaluated under their supervision the design and operating effectiveness of the DC&P and ICFR as defined by NI 52-109 as at December 31, 2023. Based on this evaluation, the CEO and CFO concluded that the Company's DC&P and ICFR were designed and operating effectively as at December 31, 2023.

NI 52-109 also requires Canadian public companies to disclose in their MD&A any change in ICFR that has materially affected, or is reasonably likely to materially affect, ICFR. No material changes were made to the ICFR in the year ended December 31, 2023. Only reasonable, rather than absolute, assurance that misstatements are prevented or detected on a timely basis by ICFR can be provided due to the inherent limitations of the ICFR system. Such limitations also apply to the effectiveness of ICFR as it is also possible that controls may become inadequate because of changes in conditions or deterioration in compliance with policies and procedures.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements and other information included in this MD&A and our other disclosure documents constitute “forward looking information” or “forward looking statements” within the meaning of applicable securities legislation, which we refer to collectively hereinafter as “Forward Looking Statements”.

Forward Looking Statements are statements that are not historical facts and are generally, but not always, identified by the use of forward looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “guidance”, “outlook”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or that state that certain actions, events or results “may”, “could”,

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“would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions. The Forward Looking Statements in this MD&A relate to, among other things: expected cash flows; the price of gold, copper, silver and sulphuric acid; toll rates, metal exposure and stockpile interest deductions at Tsumeb; the estimation of Mineral Reserves and Mineral Resources and the realization of such mineral estimates; estimated capital costs, all-in sustaining cost, operating costs and other financial metrics, including those set out in the outlook and guidance provided by the Company; currency fluctuations; the impact of any impairment charges; Tsumeb’s ability to continue to benefit from the Export Processing Zones and expected new Sustainable Special Economic Zone regime in Namibia; the processing of Chelopech concentrate; timing of further optimization work at Tsumeb; potential benefits of any upgrades and/or expansion, including the potential rotary holding furnace installation at the Tsumeb smelter; the strategic review of Tsumeb and the potential outcome thereof; DPM’s strategy, plans, targets and goals in respect of environmental, social and governance issues, including climate change, greenhouse gas emissions reduction targets, tailings management facilities and human rights initiatives; results of economic studies; expected milestones; timing and success of exploration activities, including at the Čoka Rakita target; the timing of the completion and results of an updated FS for the Loma Larga gold project; the timing and possible outcome of pending litigation or legal proceedings, including the timing of the legal proceedings related to the Action and resumption of drilling activities at Loma Larga; expectations with respect to the potential to incorporate additional existing Mineral Resources into the Timok mine plan by processing the sulphide portion of the ore body; development of the Loma Larga gold project, including expected production, successful negotiations of an exploitation agreement and granting of environmental and construction permits in a timely manner; success of permitting activities; permitting timelines; success of investments, including potential acquisitions; completion of the acquisitions of Osino; anticipated timing for completion of the acquisition of Osino, including receipt of all required regulatory and securityholder approvals; anticipated benefits and synergies resulting from the proposed acquisition of Osino, including additional mineral resources and future production, expectations regarding the financial strength of the Company following completion of the transaction and future exploration, development and growth potential; the anticipated timing for any construction decision in respect of the Twin Hills project and any update to the Company’s anticipated future production as result of any such construction decision; requirements for additional capital; government regulation of mining and smelting operations; environmental risks; reclamation expenses; potential or anticipated outcome of title disputes or claims; benefits of digital initiatives; the timing and amount of dividends; the anticipated timing for the application for approval of the NCIB and receipt thereof from the TSX; and the anticipated timing of the commencement of the NCIB and the number of common shares of the Company that may be purchased thereunder.

Forward Looking Statements are based on certain key assumptions and the opinions and estimates of management and QP (in the case of technical and scientific information), as of the date such statements are made, and they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any other future results, performance or achievements expressed or implied by the Forward Looking Statements. In addition to factors already discussed in this document, such factors include, among others: fluctuations in metal and sulphuric acid prices, toll rates and foreign exchange rates; risks arising from the current inflationary environment and the impact on operating costs and other financial metrics, including risks of recession and the risk that the power subsidy in Bulgaria may be discontinued; the commencement, continuation or escalation of geopolitical and/or intrastate conflicts and crises, including without limitation, in Ukraine, the Middle East, Ecuador, and other jurisdictions from time to time, and their direct and indirect effects on the operations of DPM; the continued exemption from the Council of Europe’s sanctions in favour of Bulgaria with respect to the import of Russian oil and economic sanctions against Russia and Russian persons which may impact supply chains; regulatory changes, including changes impacting the complex concentrate market; inability of Tsumeb to secure complex copper concentrate on terms that are economic; the anticipated timing for completion and result of the strategic review in respect of Tsumeb; possible variations in ore grade and recovery rates; inherent uncertainties in respect of conclusions of economic evaluations, economic studies and mine plans, including the Loma Larga FS and the Čoka Rakita PEA; uncertainties with respect to timing of the updated Loma Larga FS and the Čoka Rakita PEA; changes in project parameters, including schedule and budget, as plans continue to be refined;

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uncertainties with respect to realizing the anticipated benefits from the development of the Loma Larga and Čoka Rakita gold projects; uncertainties with respect to the Company’s ability to complete the proposed acquisition of Osino, including the ability to obtain all required regulatory and securityholder approvals; neither Osino nor DPM exercising their rights to terminate the definite agreement in respect of the proposed acquisition of Osino; the ability of the Company to realize the anticipated benefits of the proposed acquisition of Osino, including the ability to develop and commence production from the Twin Hills project successfully or at all following any construction decision that may be made in respect thereof; uncertainties with respect to actual results of current exploration activities; uncertainties and risks inherent to developing and commissioning new mines into production, which may be subject to unforeseen delays; uncertainties inherent with conducting business in foreign jurisdictions where corruption, civil unrest, political instability and uncertainties with the rule of law may impact the Company’s activities; limitations on insurance coverage; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; actual results of current and planned reclamation activities; opposition by social and nongovernmental organizations to mining projects and smelting operations; unanticipated title disputes; claims or litigation; failure to achieve certain cost savings or the potential benefits of any upgrades and/or expansion, including the potential rotary holding furnace installation at the Tsumeb smelter; increased costs and physical risks, including extreme weather events and resource shortages, related to climate change; cyber-attacks and other cybersecurity risks; there being no assurance that the Company will receive approval from the TSX to undertake the NCIB nor that it will purchase additional common shares of the Company thereunder; risks related to the implementation, cost and realization of benefits from digital initiatives; as well as those risk factors discussed or referred to in any other documents (including without limitation the Company’s most recent AIF) filed from time to time with the securities regulatory authorities in all provinces and territories of Canada and available on SEDAR+ at www.sedarplus.ca. This list is not exhaustive of the factors that may affect any of the Company’s Forward Looking Statements.

The Forward Looking Statements are based on what the Company’s management considers to be reasonable assumptions, beliefs, expectations and opinions based on the information currently available to it. Without limitation to the foregoing, the following section outlines certain specific Forward Looking Statements contained in the “Three-Year Outlook” section of this MD&A, unless otherwise noted, and provides certain material assumptions used to develop such Forward Looking Statements and material risk factors that could cause actual results to differ materially from the Forward Looking Statements (which are provided without limitation to the additional general risk factors discussed herein):

Ore processed: assumes Chelopech and Ada Tepe mines perform at planned levels. Subject to a number of risks, the more significant of which is failure of plant, equipment or processes to operate as anticipated.

Cash cost per tonne of ore processed: assumes Chelopech and Ada Tepe ore mined/milled are in line with the guidance provided; foreign exchange rates remain at or around current levels; and operating expenses at Chelopech and Ada Tepe are at planned levels. Subject to a number of risks, the more significant of which are: lower than anticipated ore mined/milled; a weaker U.S. dollar relative to the Euro; and unexpected increases in labour and other operating costs.

Metals contained in concentrate produced: assumes grades and recoveries are consistent with current estimates of Mineral Resources and Mineral Reserves and DPM’s current expectations; and ore mined/ milled is consistent with guidance. Subject to a number of risks, the more significant of which are: lower than anticipated ore grades, recovery rates and ore mined/milled.

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All-in sustaining cost: assumes that metals contained in concentrate produced and cash cost per tonne of ore processed at Chelopech and Ada Tepe are each in line with the guidance provided; copper and silver prices remain at or around current levels; the timing, destination and commercial terms in respect of concentrate deliveries are consistent with DPM’s current expectations; payable metals in concentrate sold are consistent with the guidance provided; and general and administrative expenses, sustaining capital expenditures and leases are consistent with the guidance provided. Subject to a number of risks, the more significant of which are: lower than anticipated metals contained in concentrate produced; concentrate deliveries and metal prices; a higher than anticipated cash cost per tonne of ore processed; and higher than anticipated sustaining capital expenditures, leases and general and administrative expenses.

Complex concentrate smelted at Tsumeb: assumes no significant disruption in equipment availability, planned maintenance activities or concentrate supply. Subject to a number of risks, the more significant of which are: unanticipated operational issues; delays in maintenance activities; lower than anticipated equipment availability; and disruptions to or changes in the supply of complex concentrate, including changes in the proportion of third party and Chelopech feed.

Cash cost per tonne of complex concentrate smelted: assumes complex concentrate smelted is consistent with the guidance provided; no delays in planned maintenance activities; sulphuric acid prices are at or around current levels; sulphuric acid production and operating expenses are at planned levels; and foreign exchange rates remain at or around current levels. Subject to a number of risks, the more significant of which are: lower than anticipated complex concentrate smelted and sulphuric acid production; lower than anticipated sulphuric acid prices; strengthening of the ZAR relative to the U.S. dollar; and higher than anticipated operating and transportation costs due to a variety of factors, including higher than anticipated inflation, labour and other operating costs.

Sustaining and growth capital expenditures: assumes foreign exchange rates remain at or around current levels, and all capital projects proceed as planned and at a cost that is consistent with the budget established for each project. Subject to a number of risks, the more significant of which are: technical challenges, delays related to securing necessary permits and approvals, equipment deliveries, equipment performance, and the speed with which work is performed; availability of qualified labour; and changes in project parameters and estimated costs, including foreign exchange impacts.

Liquidity (see comments contained in “Liquidity and Capital Resources” section): assumes the operating and cost performance are consistent with current expectations; metal and sulphuric acid prices, and foreign exchange rates remain at or around current levels; concentrate and sulphuric acid sales agreements, and smelter toll terms are consistent with current terms and/or forecast levels; progress of capital projects is consistent with current expectations; and DPM’s RCF remains in place. Subject to a number of risks, the more significant of which are: lower than anticipated metals production at Chelopech and Ada Tepe, complex concentrate throughput and sulphuric acid production at Tsumeb, concentrate deliveries and metal prices; lower than anticipated reductions in secondary material at Tsumeb; a weaker U.S. dollar relative to local operating currencies; changes in contractual sales and/or toll terms and sulphuric acid prices; changes to capital project parameters, schedule and/or costs; and the inability to draw down on DPM’s RCF due to a breach or potential breach of one of its covenants.

General: assumes ability to carry on exploration and development activities; ability to operate in a safe, efficient and effective manner; no significant unanticipated operational or technical difficulties; maintenance of good relations with the communities surrounding Chelopech, Ada Tepe, Tsumeb and Loma Larga; no significant events or changes relating to regulatory, environmental, health and safety matters; and no material increase in the negative effects of the conflict in Ukraine and current global economic and political conditions, including inflationary pressures, beyond what has been factored into the Company’s Forward Looking Statements.

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The reader is cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward Looking Statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that Forward Looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company’s Forward Looking Statements reflect current expectations regarding future events and are only as of the date hereof. Other than as it may be required by law, the Company undertakes no obligation to update Forward Looking Statements if circumstances or management’s estimates or opinion should change. Accordingly, readers are cautioned not to place undue reliance on Forward Looking Statements.

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING DIFFERENCES IN REPORTING OF MINERAL RESOURCE ESTIMATES

This MD&A has been prepared in accordance with the requirements of Canadian securities laws, under which disclosure of mineral properties are governed by NI 43-101.

There are differences between the standards and terms used for reporting Mineral Reserves and Mineral Resources in Canada, and in the United States pursuant to the rules and regulations of United States Securities and Exchange Commission (the “SEC”). The terms “Mineral Resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined by the CIM and the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council, and must be disclosed according to Canadian securities regulations.

These standards differ from the requirements of the SEC applicable to domestic United States reporting companies. Accordingly, information contained in this MD&A containing descriptions of the Company’s 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.

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