RECOMMENDED SHARE AND CASH OFFER
for
Adriatic Metals Plc("Adriatic")
by
Dundee Precious Metals Inc. ("DPM")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
RESULTS OF COURT MEETING AND GENERAL MEETING
On13 June 2025, the Adriatic Board and DPM Board announced that they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued ordinary share capital of Adriatic by DPM (the "Acquisition"). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On14 July 2025, the scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Adriatic Shareholders.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are toLondontime unless otherwise specified.
Results of the Court Meeting and the General Meeting
Adriatic is pleased to announce that, at the Court Meeting and the General Meeting held earlier today:
· the requisite majority of Scheme Shareholders voted (either in person or by proxy) in favour of the resolution to approve the Scheme at the Court Meeting; and
· the requisite majority of Adriatic Ordinary Shareholders voted (either in person or by proxy) in favour of the Special Resolution, including approving the amendment of the Articles, at the General Meeting.
Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the Scheme Document, which, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on Adriatic's website athttps://www.adriaticmetals.com/investors/offer/and on DPM's website athttps://dundeeprecious.com/investors/recommended-offer-for-adriatic-metals/.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting held on13 August 2025, at which a majority in number of the Scheme Shareholders who were present and voted (and who were entitled to vote), either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by such Scheme Shareholders, voted to approve the Scheme. Each Scheme Shareholder present in person or by proxy was entitled to one vote per Scheme Share held at the Voting Record Time.
Number of Scheme Shares voted
% of Scheme Shares voted(1)
Number of Scheme Shareholders who voted(2)
% of Scheme Shareholders who voted(1)
Number of Scheme Shares voted as a percentage of issued ordinary share capital entitled to vote on the Scheme(1)
1 For
202,492,458
99.06%
25
89.29%
58.61%
2 Against
1,925,305
0.94%
3
10.71%
0.56%
3 Total
204,417,763
100%
28
100%
59.17%
(1) All percentages rounded to two decimal places.
(2) Where a Scheme Shareholder cast some of their votes 'for' and some of their votes 'against' the resolution, such Scheme Shareholder has been counted as having voted in whichever way the majority of votes cast by that Scheme Shareholder were voted.
Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting held on13 August 2025at which the Special Resolution was duly passed. Each Adriatic Ordinary Shareholder present in person or by proxy was entitled to one vote per Adriatic Ordinary Share held at the Voting Record Time.
Number of votes FOR
% of votes FOR(1)
Number of votes AGAINST
% of votes AGAINST(1)
Total votes cast (excluding votes withheld)(2)
Votes cast as % of issued share capital(1)
Number of votes withheld
1 202,033,246
99.27%
1,491,909
0.73%
203,525,155
58.91%
16,808
(1) All percentages rounded to two decimal places.
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Last
$6.33 |
Change
-0.040(0.63%) |
Mkt cap ! $1.909B |
Open | High | Low | Value | Volume |
$6.35 | $6.35 | $6.25 | $6.223M | 984.1K |
Buyers (Bids)
No. | Vol. | Price($) |
---|---|---|
1 | 9018 | $6.31 |
Sellers (Offers)
Price($) | Vol. | No. |
---|---|---|
$6.33 | 14997 | 1 |
View Market Depth
No. | Vol. | Price($) |
---|---|---|
1 | 9018 | 6.310 |
2 | 3635 | 6.290 |
1 | 2440 | 6.260 |
1 | 500 | 6.200 |
1 | 941 | 6.110 |
Price($) | Vol. | No. |
---|---|---|
6.330 | 14997 | 1 |
6.340 | 3635 | 2 |
6.350 | 2763 | 2 |
6.360 | 1188 | 2 |
6.370 | 5405 | 3 |
Last trade - 16.10pm 27/08/2025 (20 minute delay) ? |
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