DPM Metals Inc. (TSX:DPM)
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Apr 28, 2026, 10:38 AM EST
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AGM 2023

May 4, 2023

Operator

Hello, and welcome to Dundee Precious Metals Annual Meeting of Shareholders. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtain all required consents to this disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question- and- answer session. You can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Peter Gillin, Chair of the Board of Directors. Mr. Gillin, the floor is yours.

Peter Gillin
Chair of the Board of Directors, DPM Metals

Thank you very much. Good afternoon, everyone, and welcome to the Dundee Precious Metals 2023 Annual Meeting of Shareholders. I now call the meeting to order. My name is Peter Gillin. As Chair of the company, I will chair today's meeting. We are holding this meeting in a virtual format with a live webcast, which allows all shareholders and proxy holders from any location to join, participate, and vote at the meeting. Guests are also welcome to attend and listen to our meeting. I would like to set out a few rules for the orderly conduct of this meeting. Questions can be submitted using the instant messaging service of the virtual interface. Please note that there may be a slight delay in questions being received by us after they've been submitted.

Please follow the instructions in the virtual platform, which will ask you to indicate your name, which entity you represent, if any, and confirm whether you are a registered shareholder or a duly appointed proxyholder. Questions in respect of a motion can only be submitted by registered shareholders or duly appointed proxyholders. When reading out the question on the motion, you will note the name of the shareholder or proxyholder submitting the question. Following the formal part of the meeting and management's presentation, there will be a Q&A session where all shareholders, proxyholders, and guests are welcome to ask questions of a more general nature in order to deal with all the questions. In order to deal with all the questions in a timely fashion a, questions of a similar nature will be answered once, and duplicate questions will not receive a response.

If we are unable to address your question during the meeting due to time constraints, a representative of the company will reach out to you following the meeting with a response. Voting on all matters will be conducted by electronic ballot. To allow sufficient time for voting, the polls will be open at the beginning of the meeting, and you will receive a message on your virtual interface requesting you to start registering your votes. I remind you that only registered shareholders and duly appointed proxyholders who have properly logged in with their control numbers or usernames will be asked to vote on each business item and be able to see the motions being brought forth at this meeting on their screens.

If you're a registered shareholder and you have already voted by proxy, you do not need to vote again unless you wish to change your vote. If you plan to vote at the meeting, you may also choose to vote on each resolution immediately or wait till we cast your vote until after an item is discussed or following the conclusion of discussions on all voting matters. To vote, simply click your choice for or withhold or against as applicable. A confirmation message will appear to show your vote has been received. To change your vote, simply change your selection. The votes you have submitted on each polling item, at the time the poll closesE will be recorded.

Totals in favor or against or withheld, as the case may be, for each resolution item will be tallied by the scrutineers once the voting is completed, and the Chair will report at the end of the outcome at the end. Excuse me. Report on the outcome of all motions at the end of the meeting. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move all motions as the proxy appointee. Following the formal business, our CEO, David Rae, will highlight our 2019 to 2022 performance and will review the Q1 results and respond to questions. I now ask that the 2023 annual meeting of shareholders of the company come to order.

I declare that the polls are open on all resolutions and will remain open until the last item of business of the meeting has been completed. Kelly Stark-Anderson, Corporate Secretary of the company, will act as secretary of the meeting. For the purpose of this meeting, I appoint Computershare Investor Services as scrutineers to compute the votes of any polls taken at this meeting to report thereon to the secretary. The items of business for today's meeting are set out in the management information circular of the company dated 23 March, 2023. We mailed to the shareholders using notice and access, delivered your meeting materials by providing you with a notice and posting the materials on our website at www.dundeeprecious.com.

Only mailing materials to shareholders who previously requested paper copies, the meeting materials will be mailed, were mailed rather on the 4th of April. Unless there are any objections which may be voiced only by registered shareholders or duly appointed proxyholders by using the instant messaging service of the virtual interface, I will dispense with the reading of the notice of the meeting. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR website. As no objections have been received, I assume that's the case. No one has notified me of that. Our transfer agent, Computershare Investor Services, has attested to the proper mailing of the notice following this meeting.

The transfer agent has filed with me proof of service of such mailing. I directed a copy of such proof of service be retained with the records of the company. I have been advised there are 2 or more people attending the meeting who hold or represent by proxy voting shares representing more than 25% of all the outstanding voting shares of the company. Therefore, a quorum of shareholders is present. The meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report. I direct that their formal report be retained with the records of the company.

As the first item of business on the agenda for today's meeting, I present the audited consolidated financial statements of the company for the year ended 31 December, 2022, together with the auditor's report to such shareholders thereon. Copies of such documents have been mailed to the shareholders who requested them. The next item of business is the election of directors. In accordance with the advanced notice bylaws of the company for nominations of directors by shareholders, we did not receive any notice of any director nominations for this year's meeting. Accordingly, the only persons eligible to be nominated for election as directors of the company are persons recommended for nomination by management. The 8 directors to be elected by the shareholders of this company shall hold office in the close of business of the first annual meeting...

Close of business of the first annual meeting of shareholders of the company following the election or until their successors are elected or appointed. As the names as follows: Jaimie Donovan, Peter Gillin, David Rae, Kalidas Madhavpeddi, Juanita Montalvo, Marie-Anne Tawil, Anthony Walsh, and Nicole Adshead-Bell have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Since there are no other nominations, I move the motion to elect each of the individuals nominated as directors. Unless there are any questions, I will move then to the next item of business.

The next item of business is the appointment of the auditor of the company for the ensuing year and to authorize directors of the company to fix the auditor's remuneration as the board of directors of the company has approved, subject to shareholder confirmation. Subject to shareholder confirmation, the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants as auditor of the company, I move that PricewaterhouseCoopers LLP, Chartered Professional Accountants be appointed auditor of the company until the next annual meeting of shareholders and that the board of directors be authorized to fix the auditor's remuneration. Unless there are any questions, I will move to the next item of business. The next vital item of business to pass a non-binding advisory resolution accepting the company's approach to executive compensation.

The form of this resolution is outlined in the circular. I move that the non-binding advisory resolution accepting the company's approach to executive compensation, as set out in the circular, be approved and confirmed. As we mentioned, voting today is being conducted by electronic ballot. I will now take a moment for the registered holders and appointed proxy holders to complete voting. I'll pause briefly here to allow that to happen. For those of you who have not yet cast your votes, please do so now. We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete their electronic ballots. Once the electronic ballots balloting closes, the vote page will disappear, and your votes will be automatically submitted. It's been just about a minute. Voting... I declare voting is now closed.

I would ask the scrutineer compile a report regarding the results of voting on all business matters. I have been advised that based, on the proxies we have received to date, all voted overwhelmingly in favor of all matters today. Each of the eight nominees received more than board nominees received more than 92% votes in favor of his or her election as director of the company to serve until the next annual meeting of shareholders or until their successors are elected or appointed. 92% have voted in favor of the appointments of PricewaterhouseCoopers LLP as the auditor of the company and to authorize their board of directors. Authorize the board of directors of the company to fix their remuneration.

98% have voted in favor of passing a non-binding advisory resolution accepting the company's approach to executive compensation. I therefore declare that each of the eight nominees have been duly elected as directors. PricewaterhouseCoopers LLP has been duly appointed as the auditors of the company. A non-binding advisory resolution accepting the company's approach to executive compensation has been duly passed. I confirm that the results will be published on SEDAR and by press release following this meeting. The formal items of business as set out in the notice of meeting have now been dealt with. I move that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded.

I will now turn the meeting over to David Rae, our Chief Executive Officer, who will highlight our strong 2022 results and achievements, which will be followed by a question- and- answer period. If you have not already done so, I ask all attendees who would like to ask questions to use the instant messaging feature of the virtual interface to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, and if any, and we will now give attendees a moment to type their questions.

David Rae
President and CEO, DPM Metals

Thank you, Peter. It's my pleasure to provide a brief overview of our performance in 2022 and discuss why we believe DPM continues to be well-positioned to deliver value to all of our stakeholders, now and over the long term. I also will outline why we are excited about what lies ahead for DPM in 2023 and beyond, given our future pipeline, our success in exploration, and our commitment to optimize assets. All DPM strengths that were underscored with the positive developments we have announced in 2022. Before I begin, let me draw your attention to our cautionary statement on slide 6, as I will be discussing forward-looking information during my remarks, and to the non-GAAP disclosures outlined on slide 7. Overall, the leadership team at DPM is very proud of what our global team achieved over the past year.

We delivered strong results with our mining operations and advanced our future prospects, all while maintaining the high standards for safety and sustainability performance that are core to our values and culture. We continued our record of delivering strong results while maintaining our position as one of the lowest- cost gold producers despite industry-wide cost pressures. This translated into strong financial results, including free cash flow generation of $166 million, 27% of which we returned to shareholders through quarterly dividends and share buybacks. We continue to strengthen our financial position, ending the year with over $430 million of cash and strong liquidity, including a $150 million undrawn revolving credit facility, and with no debt.

We made significant steps towards building for the future, including the updates to the life of mine plan for Ada Tepe, which included high- margin ounces produced to the production profile, and resulted in an improved three-year outlook from the company. Continuing our track record of adding to Chelopech's mine life, which now currently extends to 2031. The high-grade discovery at the Čoka Rakita prospect in Serbia, which has significant additional exploration potential, and advancing the feasibility study updates at Loma Larga. We continue to deploy our capital in a disciplined manner that balances our desire to reinvest in growing and optimizing our business with our commitment to returning capital to our shareholders. In addition to investing in our future growth and exploration prospects, we've continued to pay a quarterly dividend since 2020.

In 2022, we further increased our return on capital, repurchasing approximately 2.5 million shares under our NCIB. In February, we announced that our board had approved a new share buyback program to purchase up to $100 million of our outstanding shares. Since then, we have repurchased approximately 2.4 million shares through to the end of April, for a total of approximately $17 million so far in 2023, and that is more than we repurchased in the entire 2022. Overall, our strong results in 2022 demonstrate our ability to deliver significant free cash flow, as well as our commitment to deploying this capital in a disciplined manner to maximize returns to our shareholders.

Looking forward, our updated 3-year outlook, as shown in slide 11, highlights our strong gold production profile, attractive all-in sustaining costs, and positions us well to generate significant free cash flows. It also highlights the benefits of the additional low-cost production from Ada Tepe as a result of the optimized life of mine plan, which has improved the 3-year outlook for gold production and all-in sustaining costs compared with our previous outlook. Yesterday, we reported our Q1 results, and overall, it was an excellent start to the year. We delivered strong production and financial results, including a near-record $65 million of free cash flow generation. With production at each of our operations expected to increase for the balance of the year, we're in a strong position to deliver on our 2023 guidance.

We also continue to build our financial strength, exiting the quarter with a cash balance of $473 million. Looking to the future, we also made significant steps in advancing our growth prospects, including exciting developments from our exploration activities and advancing our high-quality growth projects. At the beginning of the year, we were pleased to announce a new high-grade discovery at the Čoka Rakita prospect, located 3 kilometers southeast of the Timok project. Drilling at Čoka Rakita has defined a large high-grade footprint with significant upside potential. In mid-April, we shared additional assay results, which extended the deposit to the east and confirmed and extended the high-grade zone. Copper- gold mineralization has also been identified at depth.

We're following up on these results with a 40,000- meter infill and extensional drilling program to support a maiden mineral resource estimate for Čoka Rakita by the end of 2023. We're also planning to drill approximately 10,000 meters at the Umka exploration license, which is located south of Čoka Rakita, as well as drilling on additional targets near Čoka Rakita, all of which share a similar geological signature. This prospect has several positive attributes that we look for in projects, including a very high-grade core, good initial metallurgical results, strong infrastructure, and a very good fit with the DPM skill sets. We are excited about this new development in a region where we have built strong relationships and where we've had a local and regional presence for many years. In 2022, we continued to advance our Loma Larga project in Ecuador.

During the year, we received technical approval for the EIA and approval for the tailings facility, both of which are key permitting milestones. Drilling activities as well as the citizen participation process for the environmental impact assessment, remain paused as we await the outcome of an appeals process related to the Constitutional Protective Action. We expect that this will provide clarity on the required consultation process to move forward with the overall permitting process. We are currently leveraging our significant operating expertise at Chelopech to explore additional optimization opportunities for the project. This will be included in an updated feasibility study, which is targeted for the second half of 2023.

As we advance the project, our approach will benefit from our firm commitment to the highest standards for engagement with local communities and environmental stewardship, in addition to our operating experience to unlock the significant potential of the project. In February of 2023, we were pleased to share results from a 2,700-meter drilling program at our Tierras Coloradas concession, which is located 200 kilometers south of Loma Larga in Ecuador's Loja province. The results confirm the presence of two high-grade vein systems that remain open in multiple directions. Given these positive results, we are planning an expanded 10,000- meter drilling program, which is expected to commence in the second half of the year. I'd now like to highlight two of our strategic pillars that we believe help to set us apart from our peers.

First, our industry-leading ESG performance, and also our success in adding value to innovation. Both are core strengths for DPM that we have developed over many years, and we believe they provide a strategic advantage that positions us well over the long term. Achieving outstanding ESG performance has long been a key focus for DPM. We have understood the strategic importance of maintaining our social license and have seen firsthand how excelling in this important area is a competitive advantage that can unlock additional value and lead to superior long-term returns. Our approach to ESG is centered around generating a net positive impact from our operations. In our view, this is a broad concept that goes beyond measuring simply our economic impact.

It also captures how effective we are at minimizing the environmental impact, maximizing the socioeconomic value, nurturing the stakeholder relationships, and building sustainable livelihoods that will extend beyond the life of our mines. In 2022, DPM scored in the 91st centile for ESG performance among companies in the metals and mining industry in the S&P Global Corporate Sustainability Assessment. As a result, we were included in this year's Sustainability Yearbook, which recognizes companies that scored in the top 15% of their industry. As well, we received a rating of A by MSCI, a well-respected independent ESG rating agency. These results are a testament not only to the skills, knowledge, and ability of all of our employees, but the way in which our core values are closely integrated throughout the organization.

We look forward to sharing more about our performance in this important area of our business in our 2022 Sustainability Report, which we plan to release next week. During 2022, we made progress on several social and environmental initiatives, including DPM's approach to climate change. We have a long track record of actively managing and improving DPM's greenhouse gas emissions and energy use. Today, we rank as one of the best-performing mining companies in terms of carbon intensity globally. In 2022, we announced our long-term climate change commitments, including reducing our absolute Scope 1 and Scope 2 emissions by 37.5% by 2035 and achieving net zero emissions by 2050. We have established a company-wide roadmap to achieve our 2035 objective and have progressed several initiatives in support of this goal.

Not conclusive, but not complete, but includes increasing our procurement of green energy in Bulgaria, starting a pilot project to test the use of electrical underground mining equipment at Chelopech, and signing a power purchase agreement with a solar power plant in Namibia that will increase our use of renewable energy at the smelter to 30% of our total electricity consumption beginning in 2024. While we have made great progress since establishing our climate change commitments, there is still a significant amount of work and collaboration ahead of us, and I'm confident that we have both the skills and the talent to be successful. We look forward to sharing our progress as we work towards these commitments. One of the skill sets that we believe sets us apart is our strength in innovation.

We believe this is a hallmark of DPM, and have established a strong record of unlocking value to innovation, including improvements in safety, lowering costs, and reducing our environmental impact. I'd like to provide a few examples to highlight how we are adding value to innovation, including an initiative on the strategy that we began scoping last year called the Intelligent Mine. By using enterprise-wide advanced data analytics and digital twins for our operations, we envision this as the way to optimize a range of activities, including planning, scheduling, maintenance, supply chain management, and exploration. At Chelopech, we introduced new technology for operating mobile equipment, and with using existing Wi-Fi coverage in the underground mine, we were able to remotely operate equipment from the smart center on the surface.

This is allowing us to have operation between shifts, increasing efficiency overall and allowing greater diversity in our operating team. We've also deployed an all-electric drilling machine, which can be remoted, can be operated remotely, and this is the first of its kind to be implemented in Europe. We have successfully deployed these initiatives by encouraging creative thinking and problem-solving, whether through new technology or simply smarter processes. As we move forward, we see a lot of opportunity to leverage our strategic pillars of ESG and innovation to support our asset optimization and growth ambitions.

In closing, this past year, our people have demonstrated the strength that helped DPM stand out in the gold industry and which represents a compelling value opportunity for investors, including strong, consistent production from our operations and an all-in sustaining cost that ranks among the lowest in the gold industry. We have a robust free cash flow profile, we have financial strength and flexibility, and a record of disciplined capital allocation and returning capital to shareholders. We have attractive development projects and a strong technical team with a history of adding real value through innovation. Additionally, our strong ESG performance and constructive relationships with our host communities and governments. We're pleased to see that the market has recognized our efforts with year-to-date share price performance improvement. As we move forward, we're confident that we have laid a strong foundation for an exciting future ahead.

On behalf of our employees and our board of directors, I would like to thank you for your continued support. Thank you for your attention today, and we'd now like to answer any questions that have been submitted through the virtual interface.

Kelly Stark-Anderson
EVP, Corporate Affairs, General Counsel, and Corporate Secretary, DPM Metals

As a reminder, questions may be submitted using the virtual interface, while there might be a slight delay in questions being received by us after they've been submitted, we'll take a moment, for that Q&A to populate. Dave, given as we wait for any additional questions, given the exciting exploration results at Čoka Rakita, we're often asked by investors what the next steps for this project are and what our priorities for 2023 are in terms of advancing that exploration project further. Perhaps you could provide a few additional comments.

David Rae
President and CEO, DPM Metals

Yeah. We've drilled around 15,000 meters this year at Čoka Rakita in terms of what we've reported to date. We continue to advance our activities directly on the Čoka Rakita asset. I mentioned that we're also planning 5 kilometers just southeast of Čoka Rakita to commence work in this month on drilling 10,000 meters at a similar signature to what we found at Čoka Rakita. The exciting opportunity for us is that we've identified a number of similar scan signatures in proximity to Čoka Rakita, which we have yet to have the ability to drill. This year is gonna be focused on converting our current activities into a resource by year's end for Čoka Rakita.

Starting the work around defining what may be present in those, some of those scans in immediate proximity and at depth. In addition to that, we've also been using what we've learned historically from Loma Larga, from Tsumeb, from Ada Tepe, and been considering how we can use that to best advance the opportunities for this project. To that end, we've been commencing engineering and the thinking towards the development of this project, such that if the resource continues to develop the way it has to this point, we would be ready to take full advantage of the opportunity with Čoka Rakita and other assets immediately around it in Serbia, and to bring that as an operational potential into our organic growth portfolio.

Kelly Stark-Anderson
EVP, Corporate Affairs, General Counsel, and Corporate Secretary, DPM Metals

Thank you. At this time, there are no questions on the interface. This concludes the question and answers session. Thank you all for joining us.

Peter Gillin
Chair of the Board of Directors, DPM Metals

Thank you all for joining this meeting today. If there's any additional questions, you can contact the investor relations department of the company. Thank you again.

Operator

This concludes the meeting. You may now disconnect.

Peter Gillin
Chair of the Board of Directors, DPM Metals

Thank you.

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