DPM Metals (DPM) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition creates a premier mining business with a high-margin, long-life asset portfolio, diversified cash flow, and a robust exploration pipeline, enhancing regional scale and market relevance in the Balkans.

• Vareš mine adds near-term production growth, extends mine life by 15 years, and offers significant exploration potential in Bosnia and Herzegovina.

• Builds on two decades of regional experience and leverages operational expertise in underground mining.

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

• Shared commitment to responsible mining, strong community partnerships, and stakeholder benefits.

Financial terms and conditions

• Total consideration of $1.3 billion, with Adriatic shareholders receiving 0.1590 DPM shares and GBP 0.93 in cash per share, valuing each at £2.68 and implying a 51% premium to the May 19, 2025 closing price.

• Transaction implemented via a UK court-sanctioned scheme of arrangement, with a mix and match facility for shareholders to vary cash/share proportions, subject to proration.

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

• Irrevocable undertakings received from Adriatic directors and key shareholders representing 37.2% of issued capital.

• Shareholder meetings in Q3 2025; transaction expected to close in Q4 2025 or by December 31, 2025.

Synergies and expected cost savings

• Operational synergies expected from combining regional assets, financial capacity, and technical expertise, unlocking further value for shareholders.

• Optimization opportunities at Vareš, including ore sorting, reduced mine waste transport, and accelerated access to higher-value tonnage.

• Enhanced trading liquidity and capital markets profile anticipated.

• Potential to reduce costs and improve ground support through supply chain optimization.