Mr. David Rae of Dundee Precious Metals reports

DUNDEE PRECIOUS METALS ANNOUNCES ACQUISITION OF OSINO

Dundee Precious Metals Inc. and Osino Resources Corp. have entered into a definitive agreement, whereby Dundee Precious Metals will acquire all of the issued and outstanding common shares of Osino pursuant to a plan of arrangement. The transaction adds Osino's high-quality, long-life Twin Hills open-pit gold project as well as an extensive exploration portfolio in Namibia to Dundee Precious Metals' existing portfolio of assets.

As a result of the transaction, Dundee Precious Metals will acquire a 100-per-cent interest in Osino's advanced-stage, multimillion-ounce Twin Hills gold project, located in Namibia, a mining-friendly jurisdiction where Dundee Precious Metals has successfully operated since 2010. A June, 2023, feasibility study (FS) completed by Osino outlined an open-pit project with a 13-year mine life and average annual production of 175,000 ounces of gold over the first five years, with first production targeted in the second half of 2026.

Pursuant to the terms of the arrangement agreement, Dundee Precious Metals will acquire all of the issued and outstanding common shares of Osino for a consideration consisting of 77.5 cents in cash per Osino share and 0.0801 of a Dundee Precious Metals common share per Osino share. The consideration implies a value of $1.553 per Osino share and a total equity value of $287-million on a fully diluted in-the-money basis. This consideration represents a premium of 37.2 per cent and 44.3 per cent based on the closing price and 30-day volume-weighted average price (VWAP) of Osino shares as of Dec. 15, 2023, on the TSX Venture Exchange, respectively.

Upon completion of the transaction, Dundee Precious Metals will issue 13,766,364 shares to Osino shareholders and existing Osino shareholders will own approximately 7 per cent of the combined company.

Strategic rationale and benefits for Dundee Precious Metals' shareholders:

• Adds a near-term producing asset in a mining-friendly jurisdiction:
  • Twin Hills is a multimillion-ounce gold project with 2.15 million ounces of proven and probable reserves, which was discovered by Osino in 2019 and fast-tracked to the preconstruction stage within four years;
  • Estimated gold production of 175,000 ounces per year over the first five years and 162,000 ounces per year over the 13-year mine life, as outlined in the Twin Hills FS;
  • Project is substantially permitted, with a 20-year mining licence already granted, subject to certain conditions, with only site-level permits still outstanding;
  • Front-end engineering and design are well advanced, with all surface rights acquired for mining and related infrastructure;
  • Located in Namibia, a mining-friendly jurisdiction with established infrastructure, a skilled labour force and access to renewable power;
  • Dundee Precious Metals has been operating the Tsumeb smelter in Namibia since 2010 and has established strong relationships with the government and local communities in-country;
• Further positions Dundee Precious Metals as a leading intermediate gold producer with exceptional assets and growth profile:
  • Enhances Dundee Precious Metals' asset portfolio, which includes its high-margin production profile of 258,000 ounces of gold per annum from the Chelopech and Ada Tepe mines in Bulgaria;
  • Growth pipeline will now be supported by two new high-quality gold discoveries, including Osino's Twin Hills project in Namibia (with targeted production commencing in 2026) as well as Dundee Precious Metals' high-grade Coka Rakita deposit in Serbia (which has an inferred mineral resource of 1.78 million ounces of gold and where Dundee Precious Metals recently initiated a preliminary economic assessment);
  • Longer-term optionality and upside potential with Dundee Precious Metals' Loma Larga development project and Tierras Coloradas exploration prospect in Ecuador;
  • Further strengthens Dundee Precious Metals' mineral reserve and resource base, increasing proven and probable reserves by 43 per cent to approximately 7.2 million gold ounces, and adds 2.9 million ounces of measured and indicated resources and 250,000 ounces of gold in inferred resources;
• Compelling exploration upside in Namibia's highly prospective Damara gold belt and Karibib gold district:
  • Significant exploration land package and large portfolio of targets, prospects and new discoveries assembled by Osino;
  • Potential to continue trend of grade improvement at Twin Hills through infill drilling and further extensions along strike and at depth;
  • The Ondundu deposit, located 130 kilometres northwest of Twin Hills, has an existing inferred mineral resource of 900,000 gold ounces;
  • New highly prospective Eureka gold discovery, with recent intercepts including 47 metres of 5.92 grams per tonne of gold, located 35 kilometres northeast of Ondundu;
  • 8,000-square-kilometre regional package of licences with multiple drill-ready gold targets for further exploration in Namibia's prospective Damara sedimentary mineral belt;
• Leverages Dundee Precious Metals' balance sheet strength and free cash flow generation to internally finance development and maintain attractive dividend:
  • Strong financial position, including cash balance of approximately $563-million (U.S.), an undrawn $150-million (U.S.) revolving credit facility and no debt;
  • Robust cash provided from operating activities and free cash flow generation of $247-million (U.S.) and $213-million (U.S.) over the last 12 months, respectively;
  • Financial capacity to finance development of Twin Hills and other growth initiatives from existing cash balances and future operating cash flows while sustaining quarterly dividend;
• Complements Dundee Precious Metals' core strengths and unique capabilities to unlock value:
  • Osino's strong and established sustainability ethos and focus on responsible project development provide a strong foundation for the project's social licence;
  • Leverages Dundee Precious Metals' in-house expertise and proven strengths in Namibia in community engagement, project development and leadership in ESG (environmental, social and governance).

Strategic rationale and benefits to Osino shareholders:

• Premium of approximately 44.3 per cent based on Osino's 30-day VWAP on the TSX-V, with half of the consideration payable in cash and the other half payable in Dundee Precious Metals shares, allowing for both liquidity and participation in future upside;
• Continued exposure to Twin Hills' future production and portfolio exploration upside, with lower risk from a dilution, financing and single asset development perspective;
• Exposure to Dundee Precious Metals' diversified portfolio of low-cost operations and strong growth pipeline;
• Experienced Dundee Precious Metals management team with demonstrated record of success in developing and operating projects in Namibia and Europe, focused on fast-tracking the development of the Twin Hills project;
• Leverages Dundee Precious Metals' strong balance sheet with $563-million (U.S.) in cash on hand, no debt and robust cash flow generation to finance the development of Twin Hills and unlock additional value through exploration;
• Immediate yield by way of participation in Dundee Precious Metals' current dividend;
• Enhanced institutional investor following, trading liquidity and capital markets profile.

Chief executive officer commentary

David Rae, president and chief executive officer of Dundee Precious Metals, made the following comments in relation to the Osino acquisition: "Twin Hills represents a unique opportunity to add a high-quality development asset in an excellent mining jurisdiction to our portfolio. The project provides a foundation for our future production profile with production targeted for 2026 as well as significant exploration upside.

"This transaction also allows us to leverage our strong local relationships in Namibia, which we have built over many years, and continue our focus on growing our portfolio of gold assets. With Twin Hills and Coka Rakita, DPM will have an extremely attractive growth pipeline and the financial capacity to fund it internally through our existing cash balance and free cash flow.

"The Osino team have done an excellent job in discovering and progressing Twin Hills to this point. We are excited to advance the project and build on their efforts to unlock further value for all of our stakeholders."

Heye Daun, president and chief executive officer of Osino Resources, stated: "On behalf of Osino shareholders, I am very pleased to be delivering the Twin Hills gold project to DPM. DPM is a highly credible and well-financed builder and operator of gold mines with the technical skills and financial resources to progress the project through construction and into production.

"We are very proud to have attracted a company of Dundee Precious Metals' calibre, thereby securing the future development of Twin Hills, which we believe has the potential to become Namibia's third and largest gold mine.

"Since 2019, the Osino team has made great strides in discovering and advancing Twin Hills and derisking the project from a technical and permitting perspective. We believe that handing over the project to DPM at this critical juncture is in the best interest of our shareholders and local stakeholders. Our well-established and highly credible Namibian exploration and technical team will continue to contribute meaningfully as Dundee Precious Metals takes the project to the next level."

Next steps

Dundee Precious Metals intends to advance all remaining engineering activities for Twins Hills to reach a construction decision by the third quarter of 2024. Over this period, Dundee Precious Metals will pursue opportunities to refine and optimize the mining, construction and execution aspects of the project, given Dundee Precious Metals' experience in the development and operation of its existing portfolio. In parallel, Dundee Precious Metals will also be reviewing the construction timeline, which is currently targeting first production in the second half of 2026.

Transaction summary

The proposed transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The transaction will be subject to the approval of Osino securityholders, being: (i) 66-2/3rds per cent of the votes cast by shareholders; (ii) 66-2/3rds per cent of the votes cast by holders of incentive securities voting as a single class with shareholders; and (iii) a simple majority of shareholders excluding votes held by related parties under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, at a special meeting of Osino securityholders expected to be held in March, 2024.

The directors and senior officers of Osino have entered into voting support agreements, pursuant to which, subject to the terms and conditions set forth therein, they will vote their securities held, as applicable, in favour of the transaction.

In addition to securityholder and court approvals, the transaction is subject to applicable regulatory approvals (including approvals of the Toronto Stock Exchange and TSX-V and applicable approvals under the Namibia Competition Act) and the satisfaction of certain other closing conditions customary for a transaction of this nature. The Arrangement Agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, a termination fee payable in an amount of C$10 million is payable to Dundee Precious Metals by Osino in certain circumstances if the transaction is not completed.

Pursuant to the Arrangement Agreement, all outstanding Osino stock options, restricted share units and deferred share units, which remain outstanding at the effective time of the transaction, will be deemed to be exercised or settled, for their in-the-money value net of withholding taxes, as applicable, under the arrangement for Osino shares, which will be exchanged for the Consideration and outstanding Osino warrants will be adjusted in accordance with their terms.

Subject to certain conditions, including the parties obtaining the requisite regulatory approvals, the transaction is expected to close in H1 2024, subject to timing of the approvals under the Namibia Competition Act. Upon closing of the transaction, the Osino shares are expected to be concurrently delisted.

Full details of the transaction will be included in the meeting materials which are expected to be mailed to the securityholders of by early February 2024.

Osino Board of Directors' and Special Committee Recommendations

The Arrangement Agreement has been unanimously approved by the Board of Directors of DPM.

The Board of Directors of Osino (the "Osino Board") appointed a special committee of independent directors (the "Special Committee") to consider and make a recommendation to the Osino Board with respect to the transaction. After consultation with its financial and legal advisors, and on the unanimous recommendation of the Special Committee, the Osino Board unanimously determined that the transaction is in the best interests of Osino and approved the Arrangement Agreement. Accordingly, the Osino Board and the Special Committee recommend that Osino shareholders vote in favour of the transaction.

The Osino Board and the Special Committee received fairness opinions from each of BMO Capital Markets and Eight Capital, which state that as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by Osino shareholders, pursuant to the transaction, is fair from a financial point of view to the Osino shareholders. Eight Capital was retained on a fixed-fee basis.

Concurrent Private Placement

In connection with the transaction, Dundee Precious Metals has agreed to purchase an aggregate of $10 million in common shares of Osino, in two equal tranches, at a price of C$1.13 per share pursuant to a concurrent private placement (the "Concurrent Private Placement") to provide Osino with funding for project activities, including engineering, drilling and other corporate purposes in accordance with its budget, as agreed with Dundee Precious Metals pursuant to the Arrangement Agreement. Assuming the closing of both tranches of the Concurrent Private Placement, Dundee Precious Metals will own approximately 7 per cent of the issued and outstanding common shares of Osino prior to the closing of the transaction.

The first tranche of the Concurrent Private Placement is expected to close on or before January 9, 2024, and is subject to TSX-V and other customary regulatory approvals. The Osino shares issued to Dundee Precious Metals pursuant to the Concurrent Private Placement will be subject to a statutory four-month holding period in accordance with applicable securities regulations. No finder's fees will be payable in connection with the Concurrent Private Placement.

Advisors and Counsel

CIBC Capital Markets is acting as exclusive financial advisor to Dundee Precious Metals and its Board of Directors. Cassels Brock & Blackwell LLP is acting as Dundee Precious Metals' legal advisor. BMO Capital Markets and Treadstone Resource Partners are acting as financial advisors to Osino and its Board of Directors and Eight Capital is acting as financial advisor to its Special Committee. Stikeman Elliott LLP is acting as Osino's legal advisor.

Conference Call and Webcast

Dundee Precious Metals will host a conference call and webcast on Monday, December 18, 2023, at 9 a.m. Eastern Standard Time for members of the investment community to discuss the transaction. To participate via conference, register at the link below to receive the dial-in information as well as a personalized PIN code to access the call.

The link to register and to access the webcast are as follows:

Conference call date and time Monday, December 18, 2023 9 a.m. EST

Call registration https://register.vevent.com/register/BI5062648a2193429ea390547cd5b224fd

Webcast link https://edge.media-server.com/mmc/p/8esxy35a

Replay Archive will be available on www.dundeeprecious.com

Osino will host a conference call and webcast on Monday, December 18, 2023 at 11 a.m. Eastern (8 a.m. Pacific) time for members of the investment community to discuss the transaction.

The link to access the webcast are as follows:

Conference call date and time Monday, December 18, 2023 11 a.m. EST / 8 a.m. PST

Webcast link https://us06web.zoom.us/webinar/register/WN_ijjL1hS0S2SoTsG9otpoIQ

Replay Archive will be available on www.osinoresources.com

About Dundee Precious Metals Inc.

Dundee Precious Metals Inc. is a Canadian-based international gold mining company with operations and projects located in Bulgaria, Namibia, Serbia and Ecuador. Dundee Precious Metals' purpose is to unlock resources and generate value to thrive and grow together. This overall purpose is supported by a foundation of core values, which guides how Dundee Precious Metals conducts its business and informs a set of complementary strategic pillars and objectives related to ESG, innovation, optimizing our existing portfolio and growth. The Company's resources are aligned in-line with its strategy to ensure that Dundee Precious Metals delivers value for all of its stakeholders. Dundee Precious Metals' shares are traded on the Toronto Stock Exchange (symbol: DPM).

About Osino Resources Corp.

Osino Resources Corp. is a Canadian gold exploration and development company focused on the fast-tracked development of our wholly owned, Twin Hills Gold Project in central Namibia. Since its grassroots discovery in August 2019, Osino has completed more than 225,000 metres of drilling and has completed a suite of specialist technical studies culminating in the recently published Twin Hills FS. The FS describes a technically simple and economically robust open-pit gold operation with a 13-year mine life and average annual gold production of over 169koz per annum. Osino has an exploration package of approximately 8,000km2 located within Namibia's prospective Damara sedimentary mineral belt, mostly in proximity to and along strike of the producing Navachab and Otjikoto Gold Mines.

Technical and Regulatory Information

Osino's Mineral Reserve and Mineral Resource Estimate for the Twin Hills Project is detailed below:

 Mineral Reserves                         
Category          Tonnes (Mt) Grade (g/t) Contained Metal (Moz.)
Proven               0.87        1.19              0.03         
Probable             63.64       1.03              2.12         
Proven & Probable    64.51       1.04              2.15         

  
 
 Mineral Resources                          
Category             Tonnes (Mt) Grade (g/t) Contained Metal (Moz.)
Measured                 0.7        1.48              0.03         
Indicated               83.6        1.08              2.91         
Measured & Indicated    84.3        1.08              2.94         
Inferred                 7.0        1.10              0.25         

The Mineral Reserves are effective as May 31, 2023, with an economic cut-off grade of 0.45 g/t. The Mineral Resource estimate has an effective date of March 15, 2023, with a cut-off grade of 0.3 g/t and has been reported inclusive of Mineral Reserves. For more information with respect to the FS and the associated Mineral Reserve and Resource estimate, including key assumptions, parameters and risks related thereto, see the technical report entitled "Definitive Feasibility Study of the Twin Hills Gold Project, Namibia" with an effective date of June 12, 2023, prepared by Lycopodium Minerals Canada Ltd., and filed by Osino under its profile on SEDAR+ at www.sedarplus.ca.

For more information with respect to the Mineral Resource estimates of DPM, including key assumptions, parameters and risks related thereto, see the annual information form of Dundee Precious Metals for the year ended December 31, 2022, filed by Dundee Precious Metals under its profile on SEDAR+ at www.sedarplus.ca.

Technical and scientific information in this press release has been reviewed on behalf of Dundee Precious Metals by Ross Overall, B.Sc. (Applied Geology), Director, Corporate Technical Serves of DPM, who is a Qualified Person ("QP") as defined under NI 43-101, and who is not independent of DPM.

David Underwood, BSc. (Hons) is Vice President Exploration of Osino Resources Corp. and has reviewed and approved the scientific and technical information in this news release and is a registered Professional Natural Scientist with the South African Council for Natural Scientific Professions (Pr. Sci. Nat. No.400323/11) and a Qualified Person for the purposes of NI 43-101.

To the best of Dundee Precious Metals' and Osino's knowledge, information, and belief there is no new material scientific or technical information that would make the disclosure of the FS and the associated Mineral Reserve and Resource estimate inaccurate or misleading.

We seek Safe Harbor.