DPM Metals Inc. — Proxy Solicitation & Information Statement 2025

Apr 7, 2025

NOTICE OF 2025 ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the "Meeting") of holders of common shares ("Shares") ("Shareholders") of Dundee Precious Metals Inc. ("DPM" or the "Company") will be held:

When: Wednesday, May 7, 2025, at 4:00 p.m. (Eastern Time)

Where: Virtual only Meeting via live audio webcast online at https://meetnow.global/MXDGNRS;

What: At the Meeting, Shareholders will be asked to:

1. Receive the audited consolidated financial statements of the Company for the year ended December 31, 2024, and the report of the auditor thereon;
2. Elect the directors for the ensuing year;
3. Appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the directors to set the auditor's remuneration;
4. Consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution approving the Company's Shareholder Rights Plan, as more particularly described under the heading "Meeting Business - Approval of the Shareholder Rights Plan" in the accompanying Management Information Circular;
5. Vote, on a non-binding advisory basis, on a resolution accepting the Company's approach to executive compensation; and
6. Approve the transaction of such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Who can Vote:

Only Shareholders of record at the close of business on March 17, 2025, will be entitled to vote at the Meeting.

How to Attend and Vote:

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions, and vote in real time, provided they are connected to the internet and comply with the requirements outlined in the Management Information Circular dated March 20, 2025 (the "Circular").

Non-registered (or beneficial) Shareholders who hold Shares through an intermediary ("Beneficial Shareholders") who have not appointed themselves as proxyholders may attend the Meeting as guests but will not be able to vote.

If you are unable to attend the Meeting, we encourage you to vote in advance by submitting your form of proxy ("Proxy") or voting instruction form ("VIF"), following the instructions provided in the Circular.

MANAGEMENT INFORMATION CIRCULAR 2025 | NOTICE

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MANAGEMENT INFORMATION CIRCULAR 2025 | NOTICE

Meeting Materials and Additional Information:

The Circular provides further details on the business to be conducted at the Meeting, including information on the nominated directors, governance practices, and the advisory vote on executive compensation. The Circular also explains how to appoint a proxyholder, including the requirement to register proxyholders with our transfer agent, Computershare Investor Services Inc. ("Computershare"), to receive an Invite Code for voting at the Meeting.

Late proxies may be accepted or rejected at the discretion of the Chair of the Meeting.

The Board of Directors has approved the contents of this Notice and the Circular and has authorized their distribution to Shareholders.

By Order of the Board

DATED at Toronto, Ontario, this 20th day of March 2025.

"Kelly Stark-Anderson"

Kelly Stark-Anderson
Corporate Secretary