TSX: DPM

Gold:

Possible Offer for Adriatic Metals

IMPORTANT DISCLAIMER

Possible offer (“Possible Offer”) for Adriatic Metals plc (“Adriatic”) by Dundee Precious Metals Inc. (“DPM”)

If you would like to view this section of DPM’s website (the “Microsite”) please read this notice carefully - it applies to all persons who view the announcements, documents and/or information on the Microsite (the “Information”) and, depending on who you are and where you live, it may affect your rights or responsibilities. Please note that, as the Possible Offer progresses, the Information as well as the terms of this notice may be altered or updated from time to time in whole or in part at the sole discretion of DPM and should be read in full each time you visit this Microsite.

Access to the Information may be restricted under securities laws or regulations in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction) before you may obtain access to the Information on the Microsite. If you are unable or have any doubt whether you are able to provide the necessary confirmations, you should press 'DECLINE' and you will not be able to view the Information about the Possible Offer.

Disclaimer

THE INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION (EACH A “RESTRICTED JURISDICTION”) AND, UNLESS PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IT IS NOT INTENDED THAT THE INFORMATION BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

THIS MICROSITE CONTAINS, OR WILL CONTAIN, ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY DPM AND ADRIATIC RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CODE.

ELECTRONIC VERSIONS OF THE INFORMATION ARE BEING MADE AVAILABLE ON THE MICROSITE BY DPM IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Basis of access

YOU SHOULD NOT SHARE THE INFORMATION WITH OR DOWNLOAD, MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

The Information is being made available in good faith and for information purposes only. Nothing contained on the Microsite, or anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the Possible Offer or otherwise in any Restricted Jurisdiction.

If you are in any doubt about the Information or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser. Nothing in this Microsite shall be construed or regarded as being "advice" in relation to a financial product or otherwise.

Any Adriatic shareholder action required in connection with the Possible Offer will only be set out in documents sent to or made available to Adriatic’s shareholders and any decision made by such Adriatic shareholders should be made solely and only on the basis of information provided in those documents. Investors in, or holders of securities of, DPM should solely refer to DPM’s continuous disclosure materials available on SEDAR+ and/or otherwise published, provided or sent to them by DPM pursuant to its governing corporate statue and securities laws.

Responsibility

The Information speaks only at the date of the relevant document or announcement reproduced on the Microsite, and neither DPM nor any of its affiliated companies has or accepts responsibility or duty to update any such information, document or announcement. DPM reserves the right to add to, remove or amend any Information reproduced on the Microsite at any time.

In relation to any document, announcement or information contained on Microsite, the only responsibility accepted by the directors of DPM is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.

None of DPM, its directors, officers, employees or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to the Microsite by a third party.

BMO Capital Markets Limited (“BMO”), which is authorized and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for DPM and no one else in connection with the Possible Offer and will not regard any other person as its client in relation to the Possible Offer and will not be responsible to anyone other than DPM for providing the protections afforded to clients of BMO nor for providing advice in relation to the Possible Offer. Neither BMO nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BMO in connection with the Possible Offer, any statement contained herein or otherwise.

Overseas Persons

Viewing the Information may not be lawful if you are resident in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information.

Any person outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of and observe any legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE FULL OBSERVANCE OF ANY RELEVANT LAWS AND REGULATORY REQUIREMENTS. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE MICROSITE OR ANY COMMUNICATION OR DOCUMENT IN RELATION TO THE POSSIBLE OFFER BY VIRTUE OF APPLICABLE LAWS OR REGULATORY REQUIREMENTS, PLEASE EXIT THE MICROSITE IMMEDIATELY. SHOULD YOU BE IN ANY DOUBT ABOUT WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION ON THE MICROSITE, YOU SHOULD NOT ACCESS THE MICROSITE AND YOU SHOULD TAKE LEGAL ADVICE.

Copies of the materials on the Microsite are not being, and must not be, released or otherwise downloaded, forwarded, published, distributed or sent or shared, in whole or in part, directly or indirectly, in or into the United States (the “U.S.”) or any other Restricted Jurisdiction, or to US persons (“US Persons”) as defined in Regulation S of the U.S. Securities Act of 1933 (the “Securities Act”), and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction. You should not forward, transmit or show the Information contained on the Microsite. In particular, you must not forward or transmit the Information to any Restricted Jurisdiction.

Forward-looking statements

The Information on the Microsite (including information incorporated by reference) may contain statements that are deemed to be “forward looking statements” in connection with the Possible Offer, DPM’s or Adriatic’s (as the case may be) financial condition, results of operations, business plans and objectives of management for future operations, among other things. The documents contained in the Microsite also may identify additional “forward looking statements”. Such statements are prospective in nature and are naturally subject to uncertainty and changes in circumstances. All statements other than historical statements of facts may be forward-looking statements. Statements containing the words “targets”, “plans”, “believes”, “could”, “expects”, “aims”, “goals”, “objectives”, “outlook”, “probably”, “risks”, “seek”, “should”, “target”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or “considers” or other similar words may be forward-looking statements.

Forward-looking statements are based on numerous assumptions and assessments made in light of DPM’s or Adriatic’s (as applicable) experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in the Microsite could cause DPM’s, plans with respect to Adriatic’s or DPM’s actual results, performance or achievements or industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on the Microsite. Additional factors that may affect future results are contained in the latest annual information, management’s discussion & analysis and other disclosure documents DPM available on SEDAR+ at www.sedarplus.ca.

DPM expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law. Unless expressly stated otherwise, no statement contained or referred to in the Microsite is intended to be a profit forecast. All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

This notice shall be governed by and interpreted in accordance with English law.

Confirmation of understanding and acceptance of disclaimer

By clicking on AGREE below:

  • You certify that you are not (nor do you act on behalf of someone who is) resident or located in any country that renders the accessing of the Microsite or parts thereof illegal.
  • You agree that you will not print, download, or otherwise seek to copy, mail, forward, transfer or distribute (by any means including by electronic transmission) any documents or information included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable laws or regulations.
  • You represent and warrant to DPM that you intend to access the Microsite for information purposes only.
  • I am lawfully entitled to access the Information available to me on the Microsite under all applicable laws and regulations.
  • You have read and understood the notice set out above, you understand that it may affect your rights and/or responsibilities and you agree to be bound by the terms of this notice.

If you are not able to give these confirmations, we cannot provide you with the Information on this Microsite and you should click on DECLINE below.

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