Dundee Precious Metals Announces it will Not Submit a Revised Offer in Response to Superior Proposal Notice from Osino Resources
20 Fevereiro 2024 - 9:00AM
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).
For further information please contact:
David
RaePresident and Chief Executive OfficerTel: (416)
365-5191investor.info@dundeeprecious.com |
Jennifer
CameronDirector, Investor RelationsTel: (416)
219-6177jcameron@dundeeprecious.com |
Cautionary Note Regarding Forward
Looking Statements
This news release contains “forward looking
statements” or “forward looking information” (collectively,
“Forward Looking Statements”) that involve a number of risks and
uncertainties. Forward Looking Statements are statements that are
not historical facts and are generally, but not always, identified
by the use of forward looking terminology such as “plans”,
“expects”, “is expected”, “estimates”, “forecasts”, “intends”,
“anticipates”, “believes” and similar words, or variations of such
words and phrases, or that state that certain actions, events or
results “may”, “could”, “would”, “might” or “will” be taken, occur
or be achieved, or the negative of any of these terms or similar
expressions. The Forward Looking Statements in this news release
relate to, among other things, the potential termination of the
Arrangement Agreement and Osino’s payment of a termination fee (in
the amount of C$10.0 million) to the Company and the timing of
the preliminary economic assessment for the Čoka Rakita gold
project. Forward Looking Statements are based on certain key
assumptions and the opinions and estimates of management as of the
date such statements are made, and they involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any other future results, performance or
achievements expressed or implied by the Forward Looking
Statements. Such factors include, among others, changes in market
and other conditions and other risks and factors discussed or
referred to in the latest annual information form and management’s
discussion and analysis and other recent public disclosure of the
Company filed from time to time with the securities regulatory
authorities in all provinces and territories of Canada and
available on SEDAR+ at www.sedarplus.ca.
The Forward Looking Statements in this news
release reflect current expectations regarding future events and
speak only as of the date hereof. There can be no assurance that
such Forward Looking Statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Other than as it may be required by
law, the Company undertakes no obligation to update Forward Looking
Statements if circumstances or management’s estimates or opinions
should change. Accordingly, readers are cautioned not to place
undue reliance on Forward Looking Statements.
There can be no assurance that the Arrangement
Agreement and the transactions contemplated therein will be
terminated as anticipated and/or that such transactions will be
completed in accordance with the terms of the Arrangement
Agreement, or at all.
1 Based on the 5-day volume-weighted average trading price of
DPM shares on the TSX for the period ended December 15, 2023.
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