Operator  

Good day, and thank you for standing by. Welcome to the proposed acquisition of Adriatic Metals webcast and conference call. [Operator Instructions] Please be advised that today's conference is being recorded.

I'd now like to hand the conference over to Jennifer Cameron, Director, Investor Relations. Please go ahead.

Jennifer Cameron   Director of Investor Relations

Thank you, and thank you all for joining us. With us today, we have David Rae, President and CEO, along with members of Dundee Precious Metals executive team, including John DeCooman, Executive Vice President, Corporate Development; and Navin Dyal; Chief Financial Officer. We are also pleased to have Laura Tyler, CEO and Managing Director; and Michael Horner, Chief Financial Officer of Adriatic, joining the call.

Before we begin, I'd like to bring to your attention the fact that this call and the accompanying presentation slides include forward-looking statements that make reference to non-GAAP measures. Please review the cautionary statement on Slide 3 as well as the non-GAAP information contained in the news release dated June 13, 2025.

I'll now turn the call over to Dave.

David Rae   President, CEO, & Director

Good morning, everyone, and thank you for joining us. We're excited to discuss our agreement to acquire Adriatic, the owner of the high-grade Vares silver operation in Bosnia and Herzegovina for a total consideration of $1.3 billion, creating a high-quality precious metals producer with peer-leading growth.

We've been very selective in our approach to M&A in recent years and have looked at a number of opportunities. In this case, we are capitalizing on a unique opportunity to add a high-quality and long-life producing asset to our portfolio.

This transaction delivers immediate production growth and shifts our valuation to a cash flow dominant NAV. It increases DPM's mineral reserve life as Vares has an initial 15-year operating life and significant upside.

It builds on decades of regional experience and relationships with the communities where we have operated for over 2 decades. It maintains a strong balance sheet for organic growth and a continuation of our commitment to delivering returns to our investors.

The combination of Vares with our operating expertise, financial strength and growth pipeline of high-margin assets creates a premier mining business offering peer-leading growth. Overall, this is a strong natural fit for DPM, one that offers a clear and compelling value proposition for both DPM and Adriatic shareholders.

This morning, we will walk you through the strategic rationale for this transaction, highlighting the terms of the agreement and outline some of the key attributes of this highly attractive asset before taking your questions about what we see as an exciting acquisition for DPM.

The terms of the transaction are outlined in detail on Slide 5 of the webcast. To summarize, Adriatic shareholders will be entitled to receive 0.159 of a common share of DPM and 93p in cash for each share. Adriatic shareholders can elect to receive their consideration in all shares, all cash or a combination of both, subject to proration.

This values each Adriatic share at AUD 5.56 or GBP 2.38 (sic) [ GBP 2.68 ] based on the closing price of DPM's common shares on June 11. The total equity value of the acquisition at the offer price is approximately USD 1.3 billion. Adriatic shareholders will own approximately 25% of the pro forma shares outstanding upon completion of the transaction.

As an endorsement to the transaction, it is important to note that we will have received irrevocable undertakings from the Adriatic directors as well as Helikon and L1, which totals approximately 37.2% of Adriatic's total issued share capital.

Looking at our operating portfolio, it's clear that Vares is a logical fit. We operate two high-grade, low-cost and very efficient mines in Bulgaria, and we're rapidly advancing Coka Rakita towards first production targeted for midyear 2028.

Coka Rakita not only offers an additional 170,000 ounces of gold production growth within our portfolio, but we also have made several discoveries within 1 kilometer of its planned infrastructure, highlighting its significant potential.

Vares is an underground mine with an off-site processing facility and highly prospective 4,400 hectare land package located approximately 50 kilometers north of Sarajevo, the capital of Bosnia and Herzegovina.

Since achieving first production in -- first concentrate production in 2024, Vares has been rapidly ramping up to full capacity, producing a saleable silver-zinc concentrate and a lead-silver-gold concentrate, which is well within our strength and capabilities.

Overall, it is a logical fit with our portfolio. It is an underground precious metals mine located in our region with a scale and final products that are in line with our expertise and 10-year track record of operational delivery and maximizing returns on assets of this nature.

As part of our evaluation of Vares, we commissioned an independent 43-101 technical report, which reflects our more measured, better capitalized approach to mining and operating Vares for more optionality and long-term value. This leverages DPM's financial strength to reposition Vares and our combined shareholders for long-term success and sustainable growth.

Our approach includes an initial grade control and geotechnical drilling program to better define the geological and geotechnical understanding of the ore body. This facilitates accelerated access to higher-grade ore tonnage with reduced dilution. We, therefore, forecast achieving sustainable production of 850,000 tonnes per year by the end of 2026.

This results from our technical report -- sorry, the results from our technical report are outlined on Slide 8, which highlight Vares' significant 15-year operating life and scale with lower unit costs with average annual production of 160,000 ounces gold equivalent at an all-in sustaining cost of $893 per ounce.

While we see some heavy lifting near term to get Vares ramped for production -- for predictable performance at nameplate capacity, we've also identified several near- and long-term opportunities to further optimize Vares. This includes initiating ore sorting following ramp-up to full capacity, targeting a reduction in mine waste transported to the processing facilities, which will increase grade, reduce transportation costs and optimize tailings storage capacity.

There is also significant near-mine exploration potential at the Rupice Northwest deposit, which remains open. The ability to extend mineralization in the area of already known mineralization with wider, higher-grade zones is a priority in our stakeholder engagement and exploration plans.

More broadly, the Rupice deposit sits within the prospective Dinarides deformation belt hosting several barite and massive sulfide occurrences over a 22-kilometer corridor within close proximity to Vares' infrastructure and operating facilities.

Following closing, we expect to complete additional studies to fully evaluate potential growth and optimization opportunities for Vares. Overall, we're well positioned to leverage our expertise in underground mining and our strong financial position to further optimize the operations and realize Vares' full potential sooner and with less risk.

I'd now like to turn the call over to Laura Tyler to describe the benefits for the Adriatic shareholders. Please, Laura, go ahead.

Laura Tyler   CEO, MD & Director

Thank you, Dave. Sorry, I forgot to unmute the mute button. And thank you, Dave. And this transaction accelerates our growth plans at Adriatic and is a compelling combination with DPM that provides our shareholders with a multi-asset and jurisdictional growth opportunity.

The Vares operation remains on track to become a low-cost precious metals producer and is underpinned by a high-grade ore body, a long mine life and significant exploration potential. But what makes Vares so exciting is it is at the beginning of its journey. And this transaction means Vares will be part of a dynamic mining company with scale and diversification in our region and with the capabilities to pursue further value-additive growth opportunities.

We believe the clear synergies between the respective asset portfolios, combined with the financial firepower and the operational track record of DPM will realize significant additional value for all shareholders, both immediately and more importantly, for the long term. We firmly believe that being a part of a larger mining group will deliver significant advantages to our shareholders compared to being a stand-alone company.

Importantly, through the development of a diversified portfolio of operating and development assets in this region, the employees of Adriatic and local communities as well as regional and national stakeholders will benefit from the increased scale of this peer-leading precious metals producer.

During the due diligence process, I was really fortunate to be able to visit DPM's Chelopech operation, and I was really impressed by the quality of the site, the technologies being applied and the people I met. I was also really pleased to see a similar energy and commitment to responsible mining practices that we see at Adriatic today.

So this is a clear opportunity I see it as to be a real -- a clear opportunity to be a part of something really special. It's a compelling and attractive transaction and one that we will recommend to all of our stakeholders.

I'll now turn the call back to David. Thanks, David.

David Rae   President, CEO, & Director

Thank you, Laura. We were equally impressed when we visited Vares, particularly with the excellent community programs and stakeholder relationships that the Adriatic team has built. This provides a strong foundation for DPM to further build and carry forward.

This transaction presents a compelling opportunity for investors, and we're excited to carry on the work of Laura and her team to build another leg of value in this business. This transaction generates near-term production and margin growth and increased scale and liquidity for DPM, which we believe creates significant potential for a re-rate.

On Slide 12, you can clearly see the growth Vares adds to our near-term growth profile, driving our production to approximately 425,000 gold equivalent ounces in 2027. When you add in Coka Rakita, our low-cost, high-margin gold project in Serbia, which is expected to start production in 2028, this presents a peer-leading growth profile underpinned by high-grade, low-cost assets.

To close, adding Adriatic's Vares operation to our strong asset portfolio creates a premier mining business. Our shareholders will benefit from a portfolio -- sorry, from a pro forma company offering a peer-leading growth profile, from a high-margin asset and long-life portfolio, cash flow diversification, a strong balance sheet to fund growth and prospective land positions explored by a proven team.

For DPM and our shareholders, this represents a key next step in our growth strategy and consolidates our position as an intermediate precious metals producer.

In closing, I'd like to acknowledge Laura and her entire Adriatic team for advancing Vares to this point. We believe DPM has the people, the expertise and the financial resources to build on their efforts and work with the successful team in country to realize Vares' full value potential.

I'd now like to open the call to questions.

Operator  

[Operator Instructions] We will now take our first question from the line of Don DeMarco from National Bank.

Don DeMarco   National Bank Financial, Inc.

David, congratulations on finalizing the deal and solidifying [Technical Difficulty]. My questions are, is there [Audio Gap] or rather is there things required for [Audio Gap] you might have in mind? Or is there any social license issues? I know you guys were very good at that.

David Rae   President, CEO, & Director

Don, your line was breaking up a little bit and didn't quite catch a lot of your question. Would you mind repeating that for us?

Don DeMarco   National Bank Financial, Inc.

Yes, certainly. I'm just asking about whether there is any permitting or potentially social license type of work that might be required to advance Vares here.

David Rae   President, CEO, & Director

So Don, what I would say is that we obviously got a lot of experience in and around the Baltics. And while every country has its unique characteristics, generally, we're very familiar with the typical things that are needed.

We're going to be looking to build on the good work by the team at Adriatic in terms of the relationships we have with the communities, our stakeholders overall, and I would see that there's no difference in terms of [Audio Gap] Bulgarian and Serbian activities in terms of work that you need to do for permitting, I would see nothing other than that in terms of what's happening at Vares. So we're quite comfortable in the environment [Technical Difficulty].

Operator  

[Operator Instructions] I'm showing no questions. And with that, we conclude our webcast and conference call for today. Thank you for your participation. You may now disconnect your lines.