Dundee Precious Metals Announces it will Not Submit a Revised Offer in Response to Superior Proposal Notice from Osino Resources

Mining Update

TORONTO, Feb. 20, 2024 – Dundee Precious Metals Inc. (TSX: DPM) (“DPM” or the “Company”) today acknowledged receipt of notice from Osino Resources Corp. (“Osino”) that a foreign-based mining company (the “Offeror”) has made a binding proposal to acquire all of the issued and outstanding common shares of Osino for a purchase price of C$1.90 per share payable in cash (the “New Proposal”). Osino has further advised DPM that its board of directors has determined that the New Proposal constitutes a “Superior Proposal” as defined in the arrangement agreement between DPM and Osino dated December 17, 2023 (the “Arrangement Agreement”).

Pursuant to the terms of the Arrangement Agreement, DPM had previously agreed to acquire all of the issued and outstanding common shares of Osino for consideration of C$0.775 in cash per Osino share and 0.0801 of a DPM common share per Osino share, with an implied value of C$1.55 per Osino share.1

After thorough review and analysis, and in consultation with its advisors, the Company’s board of directors has determined that the Company will not propose to amend the terms of the Arrangement Agreement and accordingly, the Company has delivered notice of such decision to Osino.

“DPM continues to benefit from strong free cash flow from our existing operations, and we have an attractive organic growth pipeline including the high-grade Čoka Rakita gold project in Serbia, where the preliminary economic assessment is on track for the second quarter of 2024,” said David Rae, President and Chief Executive Officer. “We continue to rigorously adhere to our disciplined capital allocation framework with a focus on shareholder value.”

In the event Osino terminates the Arrangement Agreement in order to enter into a binding agreement with the Offeror in respect of the New Proposal, Osino will be required to pay to DPM a termination fee in the amount of C$10.0 million. DPM currently holds 12,699,157 common shares of Osino.

About Dundee Precious Metals

Dundee Precious Metals Inc. is a Canadian-based international gold mining company with operations and projects located in Bulgaria, Namibia, Serbia and Ecuador. The Company’s purpose is to unlock resources and generate value to thrive and grow together. This overall purpose is supported by a foundation of core values, which guides how the Company conducts its business and informs a set of complementary strategic pillars and objectives related to 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. DPM’s shares are traded on the Toronto Stock Exchange (symbol: DPM).

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