Hello and welcome to Dundee Precious Metals' special 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 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 company that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Juanita Montalvo, Chair of the Board of Directors of the company, who will be chairing today's meeting. Ms. Montalvo, the floor is yours.
Thank you very much, Operator. Good morning, everyone, and welcome to the special meeting of shareholders of Dundee Precious Metals. My name is Juanita Montalvo, and I am the Chair of the Board. We're here to seek shareholder approval to acquire all of the ordinary shares of Adriatic Metals PLC. Adriatic is a U.K.-based precious and base metals producer listed on the London and Australian Stock Exchanges. Its principal asset is the Vareš operation located in Bosnia and Herzegovina, which produces silver, lead, and zinc concentrates. This transaction allows us to enhance our existing high-margin asset portfolio, deliver peer-leading production growth, and enhance our development and exploration pipeline. It also leverages our strengths and experience in the Balkans, as well as our financial strength, to realize the full value potential of Vares. The transaction will proceed under a court-sanctioned scheme in the U.K.
Upon closing, Adriatic will become a wholly owned subsidiary of DPM, with existing DPM shareholders holding 75.2% and the former Adriatic shareholders holding 24.8% of DPM. The expected closing is in the third quarter of 2025. As part of this new chapter, we're also seeking shareholder approval to change the company name to DPM Metals Inc. With the proposed acquisition of Adriatic, we have an exciting opportunity to differentiate our precious metals business amongst the global capital markets, which have already begun to recognize our exceptional growth pipeline, strong balance sheet, capital returns, and operational track record. We would like to set out a few rules for the orderly conduct of the meeting. These are as follows. For those participating in the meeting virtually, questions can be submitted using the Q&A icon located on the right side of your screen.
Please note that there may be a slight delay in questions being received by us after they have 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 proxy holder. Questions related to a motion can only be submitted by a registered shareholder or duly appointed proxy holder. When reading out the question on a motion, we will note the name of the shareholder and/or proxy holder submitting the question. Following the formal part of the meeting, there will be a Q&A session where shareholders, proxy holders, and guests are welcome to ask questions of a more general nature. To deal with all questions in a timely fashion, questions of a similar nature will be answered once.
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 ballot. To allow sufficient time for voting, the polls will be open at the beginning of the meeting. Computershare has distributed ballots to those registered shareholders and duly appointed proxy holders in attendance in person at the meeting. If you are attending the meeting in person and have not received a ballot, please raise your hand so that a representative of Computershare may provide you with a ballot.
For those participating in the meeting virtually, I remind you that only registered shareholders and duly appointed proxy holders 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 motions being brought forth at this meeting on their screens. If you are 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 choose to vote on each resolution immediately or wait until after an item is discussed or following the conclusion of discussions on all voting matters. For those participating in the meeting virtually, to vote, simply click on your choice for 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 closes will be recorded. Totals for or against each resolution item will be tallied by the scrutineers once the voting is completed, and the Chair will report on the outcome of all motions at the end of the meeting. To expedite the formal part of the meeting, David Rae, DPM's President and CEO, will be moving all motions as the proxy appointee. We will now proceed with the formal portion of today's meeting. The special meeting of the shareholders of the company will now 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 to the Company, will act as the Secretary of the meeting.
For the purposes of this meeting, I appoint Computershare Investor Services as scrutineers to compute the votes of any polls taken at this meeting and 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 July 11th, 2025. The notice calling this meeting was mailed to the shareholders of record as of the close of business on July 7th, 2025, and the meeting materials were mailed on July 23rd, 2025. Unless there's any objection, which may be voiced only by registered shareholders or duly appointed proxy holders, either in person at the meeting or virtually by using the instant messaging service of the virtual interface, the Q&A icon, feature icon, I will dispense with a reading of the notice of 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, we will continue. Our transfer agent, Computershare Investor Services Inc., has attested to the proper mailing of the notice calling this meeting. The transfer agent has filed with me proof of service of such mailing, and I direct that a copy of such proof of service be retained with the records of the Company. I have been advised that there are two or more people in attendance at the meeting who hold or represent by proxy voting shares representing more than 25% of all outstanding voting shares of the Company. Therefore, a quorum of shareholders is present and the meeting is properly called and duly constituted for the transaction of business.
I have received the scrutineer's report, and I direct that their formal report be retained with the records of the Company. The first item of business is to consider, and if deemed appropriate, pass with or without variation, an ordinary resolution approving the issuance by DPM of up to 54,935,961 DPM shares as consideration in connection with the transaction pursuant to the policies of the Toronto Stock Exchange, which resolution can be found in Appendix A of the circular. The share issuance resolution authorizes DPM to issue up to 54,935,961 DPM shares in connection with the transaction, irrespective of whether the transaction is effected by means of the scheme as currently contemplated or, should DPM so elect, a takeover offer. Note, it is a condition to the implementation of the transaction that the share issuance resolution be approved by the DPM shareholders.
In order for the transaction to proceed, the share issuance resolution must be approved with or without variation by the affirmative vote of at least a simple majority of votes cast by DPM shareholders present in person or virtually, or represented by proxy and entitled to vote at the DPM meeting. I will now ask for a motion to approve the share issuance resolution in the form appended to the circular.
I so move.
Thank you, David Rae. Unless there are any questions, I will move to the next item of business. The next item of business is to consider, and if deemed appropriate, pass with or without variation, a special resolution to authorize and approve an amendment to the articles of the company to change its name from Dundee Precious Metals Inc. to DPM Metals Inc., or such other name as the DPM Board in its sole discretion may approve, subject to approval by the applicable regulatory authorities, which resolution can be found in Appendix B of the circular. The name change resolution is not required to be approved for the transaction to be implemented.
However, in order to be effective, the name change resolution must be approved with or without variation by the affirmative vote of not less than 2/3, 66.2% of the votes cast by DPM shareholders present in person or virtually, or represented by proxy and entitled to vote at the DPM meeting. I will now ask for a motion to approve the name change resolution in the form appended to the circular.
I so move.
Thank you, Dave. Unless there are any questions, we will now proceed to complete the voting procedures. 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 a brief moment to complete the ballots. For those participating in the meeting virtually, please note that once the electronic balloting closes, the voting page will disappear and your votes will be automatically submitted. Be good to close. Okay. Voting is now closed. I would ask that the scrutineers collect the physical ballot and then compile the final report regarding the results of voting on all business matters. I have been advised that based on the proxies we have received to date, votes have been cast overwhelmingly in favor of each of the matters presented today.
99.73% have voted in favor of passing an ordinary resolution approving the shareholder issuance as consideration, as the share issuance as consideration in connection with the transaction, and 99.81% have voted in favor of passing a special resolution approving an amendment to the articles of the company to change the name of Dundee Precious Metals Inc. to DPM Metals. I declare that the resolutions approving the share issuance and name change have been duly passed. I confirm that the results will be published on SEDAR+ and by press release following the meeting. The formal items of business as set out in the notice of meeting have now been dealt with. It has been moved 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.
Our team would now be happy to take any questions. For those participating in person today, if you want to raise your hand to ask a question, a microphone will be brought over to you. For those participating in the meeting virtually, if you've not already done so and would like to ask a question, please use the instant messaging feature on the virtual interface to do so. We will answer as many questions as time permits. When asking your question, please state your name and the entity that you represent, if any. We will now give the virtual attendees a moment to type in their questions. For each question we answer, we will summarize the questions and read them out loud, including the name of the person who asked the question and, if applicable, the entity that the person represents.
While we allow a moment for any questions to populate, I'd like to take this opportunity to reiterate our excitement for the future. This transaction represents a key next step in our growth strategy and consolidates our position as an intermediate precious metals producer. On behalf of our employees and our Board of Directors, I'd like to thank you for your continued support. I'd now like to take any questions from the audience.
At this time, there's no questions on the line. Are there any questions in the room? Okay, thank you.
Thank you.