DPM Metals (DPM) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition adds a high-grade, long-life silver operation in Bosnia and Herzegovina, enhancing the portfolio with immediate production growth and a shift to cash flow-dominant NAV.

• Creates a premier mining business with a high-margin, long-life asset portfolio, leveraging regional expertise and strong community relationships.

• Vareš mine complements existing high-grade, low-cost mines and advances the company's growth pipeline, offering a 15-year mine life and significant exploration potential.

• Adriatic shareholders gain exposure to a diversified, multi-asset growth platform with continued upside from Vareš.

• Shared commitment to responsible mining and strong community partnerships.

Financial terms and conditions

• Total consideration is approximately $1.3 billion, with Adriatic shareholders receiving 0.159 DPM shares and GBP 0.93 in cash per Adriatic share, valuing each at GBP 2.68.

• Shareholders can elect all shares, all cash, or a combination, subject to proration and mix and match facility.

• Adriatic shareholders will own about 25% and DPM shareholders about 75% of the combined entity.

• Transaction to be implemented via a UK court-sanctioned scheme of arrangement.

• Irrevocable undertakings received from Adriatic directors and major shareholders, totaling 37.2% of issued share capital.

Synergies and expected cost savings

• Clear operational synergies expected from combining asset portfolios and leveraging financial strength.

• Optimization opportunities at Vareš include ore sorting, reduced mine waste transport, and near-mine exploration to enhance grades and extend mineralization.

• Optimized mine design and operational integration expected to lower risk and accelerate access to higher-value ore.

• Combined expertise and scale expected to deliver significant value for all shareholders.