SOFTWARE: Dundee buys MineRP to combine with Terrative division

TORONTO – Dundee Precious Metals has entered into a definitive agreement with MineRP Holdings PL, a provider of integrated mining technical solutions, whereby Dundee will combine its proprietary wireless underground communications technology, managed within Dundee's Terrative Digital Solutions division, with MineRP, and acquire a majority interest in MineRP. The combination will create a leading technology provider well positioned to further capture the rapidly growing demand in the mining industry for digital innovation. MineRP, a private company founded in 1997 and headquartered in South Africa, is an independent software vendor for the mining industry. Its unique platform improves productivity in planning and operations by integrating various technical and financial applications in the industry. Since 2011, Dundee has also established itself as a leader in digital innovation across its asset base, particularly at Chelopech where it developed wireless underground communications technology which is held within Terrative. The Dundee-MineRP deal combines complementary leading edge technologies that can be sold to existing and future clients in the mining sector as well as other industries, and it further establishes Dundee at forefront of digital innovation by unlocking the full potential for further operational benefits at its existing sites. Under the terms of the agreement, Dundee will transfer Terrative into a new Canadian subsidiary of Dundee (Newco) and provide initial funding of US$20 million, the proceeds of which will be used to acquire an initial 78% interest in the common shares of Newco, repay existing MineRP indebtedness, and provide MineRP with working capital. Dundee has also agreed to provide Newco or its subsidiaries with up to US$5 million of additional financing, if required, to support its working capital and growth initiatives. The balance of the common shares in Newco will be held by an entity owned by MineRP management and employees. Newco will in turn own 100% of MineRP and Terrative. In addition, up to 10% of the fully diluted common shares of Newco will be reserved for incentive compensation arrangements, with up to half being allocated to certain officers of Dundee who will serve as directors and/or officers of Newco and half being reserved for issuance to MineRP employees. As a result, assuming the issuance of all common shares reserved under the foregoing incentive arrangements, Dundee will hold a 70% fully diluted interest in the common shares of Newco. Read more at www.MineRP.com or www.DundeePrecious.com.