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Highlights

  • The acquisition of Adriatic by Dundee Precious Metals became effective on 3 September 2025 following Court approval.

  • Shareholders electing for more cash will receive GBP 2.67741 per Adriatic share, with all valid elections satisfied in full.

  • Elections for additional new DPM shares were scaled back by 94.44 per cent, with around 5.55 per cent satisfied.

Adriatic Metals plc and Dundee Precious Metals Inc. (DPM) have confirmed the completion of the recommended acquisition of Adriatic’s entire issued and to be issued share capital by DPM. The transaction was implemented through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

The acquisition process progressed as outlined in prior announcements. On 13 June 2025, both boards agreed on the terms of the transaction, followed by the publication of the scheme document on 14 July 2025. The High Court of Justice in England and Wales sanctioned the scheme on 29 August 2025, and on 3 September 2025, Adriatic and DPM announced that the scheme had become effective and the acquisition completed.

Under the scheme terms, eligible Adriatic shareholders, excluding CDN, at the scheme record time of 6.00 p.m. on 1 September 2025, and Adriatic CDI holders at the CDI record time of 7.00 p.m. (AEST) on the same date, are entitled to receive 0.1590 new DPM shares and GBP 0.93 in cash for each Adriatic share held. This is referred to as the base consideration.

A mix and match facility was provided, enabling shareholders to elect to receive a different allocation of cash or new DPM shares, subject to offsetting elections. The deadline for elections was 22 August 2025.

Approximately 234.3 million valid elections, representing 67.8 per cent of Adriatic shares, were submitted for additional new DPM shares, while around 6.9 million valid elections, equating to 2 per cent of Adriatic shares, were submitted for additional cash.

Shareholders who elected for more cash had their elections satisfied in full and will receive GBP 2.67741 per Adriatic share. Shareholders electing for more new DPM shares had their requests scaled back by approximately 94.44 per cent, with around 5.55 per cent of such elections satisfied. In these cases, shareholders will receive 0.243622383985 of a new DPM share per Adriatic share for the satisfied portion, with the remainder settled through the base consideration.

Shareholders and CDI holders who did not submit valid elections will receive the base consideration of 0.1590 new DPM shares and GBP 0.93 per Adriatic share.

The settlement of both the cash and share consideration relating to the acquisition is expected to be completed by 17 September 2025.