Good day, and thank you for standing by. Welcome to the Proposed Acquisition of Adriatic Metals Webcast and Conference Call. At this time, all participants are in the listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press *11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press *11 again. Please be advised that today's conference is being recorded. I would like to hand the conference over to Jennifer Cameron, Director, Investor Relations. Please go ahead.
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 Horn, 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 and make reference to non-GAAP measures. Please review the cautionary statement on slide three, as well as the non-GAAP information contained in the news release dated June 13, 2025. I now turn the call over to Dave.
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 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 Vareš 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 two 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 Vareš 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 five of the webcast.
To summarize, Adriatic shareholders will be entitled to receive 0.159 of a common share of DPM and GBP 0.93 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 based on the closing price of DPM's common shares on June the 11th. The total equity value of the acquisition at the offer price is approximately $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 Helicon and L1, which totals approximately 37.2% of Adriatic's total issued share capital.
Looking at our operating portfolio, it's clear that Vareš is a logical fit. We operate two high-grade, low-cost, and very efficient mines in Bulgaria, and we're rapidly advancing Čoka Rakita towards first production targeted for mid-year 2028. Čoka 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. Vareš is an underground mine with an offsite 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 2024, first concentrate production in 2024, Vareš 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 strengths 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 Vareš, we commissioned an independent NI 43-101 technical report, which reflects our more measured, better capitalized approach to mining and operating Vareš for more optionality and long-term value. This leverages DPM's financial strength to reposition Vareš 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 tons per year by the end of 2026.
The results from our technical report are outlined on slide eight, which highlight Vareš's significant 15-year operating life and scale with lower unit costs, with average annual production of 160,000 ounces of gold equivalent at an all-in sustaining cost of $893 per ounce. While we see some heavy lifting near term to get Vareš ramped for predictable performance at nameplate capacity, we've also identified several near and long-term opportunities to further optimize Vareš. 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 Dinaride deformation belt, hosting several barite and massive sulfide occurrences over a 22 km corridor within close proximity to Vareš's infrastructure and operating facilities. Following closing, we expect to complete additional studies to fully evaluate potential growth and optimization opportunities for Vareš. Overall, we're well positioned to leverage our expertise in underground mining and our strong financial position to further optimize the operations and realize Vareš's 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.
Thank you, Dave. Sorry, I forgot the mute button. Thank you, Dave. 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 Vareš operation remains on track to become a low-cost precious metals producer and is underpinned by a high-grade ore body, long mine life, and significant exploration potential. What makes Vareš so exciting is that it is at the beginning of its journey. This transaction means Vareš 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 standalone 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. This is a clear opportunity. I see it as to be a real 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.
Thank you, Laura. We were equally impressed when we visited Vareš, particularly with the excellent community programs and stakeholder relationships 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 Vareš adds to our near-term growth profile, driving our production to approximately 425,000 gold equivalent ounces in 2027.
When you add in Čoka 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 Vareš operation to our strong asset portfolio creates a premier mining business. Our shareholders will benefit 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 Vareš 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 Vareš's full value potential. I'd now like to open the call to questions.
Thank you. We will now begin the question and answer session. To ask a question now, please press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. There may be a short pause while we compile the Q&A roster. Once again, that's star 11 for questions. As a reminder, if you wish to ask a question now, please press star 11 on your telephone keypad. We will now take our first question from the line of Don DeMarco from National Bank . Please ask your question, Don.
Hi, David. Good morning and congratulations on finalizing the deal and solidifying the contract. My questions are: is there anything required for anything that you might have in mind, or is there any maybe social license issues? I know you guys were very good at that.
Don, I wonder if you're breaking up a little bit and didn't quite catch the start of your question. Would you mind repeating that for us?
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 Vareš here.
Don, what I would say is that we obviously got a lot of experience in and around the Balkans, 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 work by the team at Adriatic in terms of the relationships we have with the communities, our stakeholders overall. I would see that there's no difference in terms of Bulgarian and Serbian activities in terms of work that you need to do for permitting. I would see nothing different than that in terms of what's happening at Vareš. We're quite comfortable in the environment and our ability to build the work that we need.
Okay. Thank you. That's all for me.
Thank you .
Appreciate it.
Thank you. Once again, to ask a question, please press star 11 on your telephone keypad. Thank you. I'm showing no questions. With that, we conclude our webcast and conference call for today. Thank you for your participation. You may now disconnect your line.