Dundee Precious Metals Inc.

Dundee Precious Metals Inc.

April 28, 2010 16:47 ET

DPM Enters Into Definitive Agreement With PJV Resources and Rodeo Capital to Sell Its Timok and Potoj Cuka Projects

TORONTO, ONTARIO--(Marketwire - April 28, 2010) - Dundee Precious Metals Inc. (TSX:DPM)(TSX:DPM.WT)(TSX:DPM.WT.A) ("DPM" or "the Company") is pleased to announce it has entered into a definitive business combination agreement with PJV Resources Inc. ("PJV"), a private company, and Rodeo Capital Corp. ("Rodeo"), a capital pool corporation listed on the TSX Venture Exchange ("TSXV"), for the sale of its Timok and Potoj Cuka gold projects located in Serbia (the "Projects") through the sale of DPM's Serbian subsidiary, Dundee Plemeniti Metali d.o.o. ("Metali").

As consideration for the sale, DPM will receive, at closing: (i) approximately US$1.6 million in the return of cash held to secure certain concession obligations and with respect to other cash assets of Metali, and (ii) approximately 68.5 million units ("Vendor Units") in the capital of PJV. Each Vendor Unit will be comprised of one PJV common share and one half of a warrant. Each whole warrant will be exercisable for one common share in the capital of Rodeo for a period of three years and at an exercise price of $0.50 per warrant (subject to earlier acceleration in certain circumstances). In addition, DPM will receive rights from Rodeo, whereby upon the positive decision by Rodeo to proceed with a feasibility study on all or part of the Projects, DPM shall be issued 25,000,000 common shares in the capital of Rodeo, and an additional 25,000,000 Rodeo common shares upon a positive decision being made by Rodeo to bring all or any part of the Projects into production (a total of 50,000,000 common shares if Rodeo proceeds directly to a mining decision without a feasibility study).

PJV has completed financings raising an aggregate of approximately $24.2 million in gross proceeds, which proceeds are to be used to pay expenses for the Transaction and for exploration on the Projects.

The PJV acquisition of Metali is a component of a wider transaction (the "Transaction") whereby, as a subsequent step to the acquisition, a three-cornered amalgamation ("Business Combination") will be effected pursuant to which PJV (as financing and acquisition corporation) will amalgamate with a wholly-owned subsidiary of Rodeo, and all of the securities of PJV (including the securities issued to DPM as part of the sale of its Projects), will be exchanged for (or become exercisable for) securities of Rodeo. The Transaction shall constitute a Qualifying Transaction (as defined in the policies of the TSXV) for Rodeo. Upon the completion of the Business Combination component of the Transaction, DPM will hold approximately 50.4% of the issued and outstanding capital of Rodeo (factoring in securities acquired by DPM as part of PJV's financing).

The Transaction is subject to various conditions, including among other things, receipt of all required regulatory approvals (including by the Serbian government). The business combination agreement will terminate if the Transaction is not completed by September 25, 2010.

Dundee Precious Metals Inc. is a Canadian based, international mining company engaged in the acquisition, exploration, development, mining and processing of precious metals. DPM owns the Chelopech mine, a producing gold/copper mine, and the Krumovgrad Gold Project, a mining development project both located in Bulgaria, as well as a 95% interest in the Kapan Mine in Armenia. DPM recently acquired Namibia Custom Smelters (Pty) Limited which processes, in addition to Chelopech concentrate, third party concentrates. DPM is also engaged in mineral exploration activities in Serbia.


This news release may contain certain information that constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices and other factors described above and in the Company's most recent annual information form under the heading "Risk Factors" which has been filed electronically by means of the Canadian Securities Administrators' website located at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

Contact Information

  • Dundee Precious Metals Inc.
    Jonathan Goodman
    President & Chief Executive Officer
    (416) 365-2408
    Dundee Precious Metals Inc.
    Lori Beak
    Vice President, Investor Relations & Corporate Secretary
    (416) 365-5165