Annual Information Form
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ANNUAL INFORMATION FORM For the Financial Year Ended 2010 DECEMBER 31, 2010 March 25, 2011 1 Adelaide Street East, Ste. 500 Toronto, Ontario M5C 2V9 Tel: (416) 365-5191 Fax: (416) 365-9080 Table of Contents PRELIMINARY NOTES ................................................................................................................................ 3 CORPORATE STRUCTURE ........................................................................................................................ 7 GENERAL DEVELOPMENT OF THE BUSINESS ...................................................................................... 8 DESCRIPTION OF THE BUSINESS .......................................................................................................... 10 MINERAL PROJECTS ............................................................................................................................... 18 Chelopech Mine, Chelopech, Bulgaria .................................................................................................... 18 Krumovgrad Gold Project, Krumovgrad, Bulgaria ................................................................................... 32 Deno Gold, Kapan, Armenia ................................................................................................................... 40 RISK FACTORS ......................................................................................................................................... 51 DIVIDEND POLICY ..................................................................................................................................... 60 DESCRIPTION OF SHARE CAPITAL ....................................................................................................... 60 MARKET FOR SECURITIES ...................................................................................................................... 61 DIRECTORS AND OFFICERS ................................................................................................................... 62 LEGAL PROCEEDINGS ............................................................................................................................ 65 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .................................. 66 AUDIT COMMITTEE DISCLOSURE .......................................................................................................... 66 TRANSFER AGENT AND REGISTRAR .................................................................................................... 67 INTERESTS OF EXPERTS ........................................................................................................................ 68 ADDITIONAL INFORMATION.................................................................................................................... 68 GLOSSARY OF TERMS ............................................................................................................................ 69 APPENDIX “A” ........................................................................................................................................... 73 Dundee Precious Metals 2 Annual Information Form PRELIMINARY NOTES Cautionary Note Regarding Forward-Looking Information This AIF contains “Forward-Looking Information” (as defined in Canadian securities laws) that involves a number of risks and uncertainties. Statements that constitute forward-looking information (“Forward- Looking Statements”) include, but are not limited to, statements with respect to the future price of gold, copper, zinc and silver, the estimation of mineral reserves and resources, the realization of mineral estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and timing and possible outcome of pending litigation. Often, but not always, Forward-Looking Statements can be identified by the use of words such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, “occur” or be “achieved”. Forward- Looking Statements are based on the opinions and estimates of management as of the date such statements are made, and they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any other future results, performance or achievements expressed or implied by the Forward-Looking Statements. Such factors include, among others: the actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold, copper, zinc and silver; possible variations in ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, fluctuations in metal prices, as well as those risk factors discussed or referred to in this AIF under the heading “Risk Factors” and other documents filed from time to time with the securities regulatory authorities in all provinces and territories of Canada and available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-Looking Statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that Forward-Looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Other than as it may be required by law, the Company undertakes no obligation to update Forward-Looking Statements if circumstances or management’s estimates or opinions should change. Accordingly, readers are cautioned not to place undue reliance on Forward-Looking Statements. Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: This AIF uses the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission (“SEC”) does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable. Currency All dollar amounts referred to herein are in US dollars, unless stated otherwise. Date of Information All information in this AIF is as of December 31, 2010, unless otherwise indicated. Dundee Precious Metals 3 Annual Information Form Metric Equivalents The following table sets forth the factors for converting imperial measurements into metric equivalents: To convert from Imperial To Metric Multiply by: Acres Hectares 0.404686 Feet Metres 0.304800 Miles Kilometres 1.609344 Tons Tonnes 0.907185 Ounce (troy)/Ton Grams/Tonne 34.285700 Resource and Reserve Estimates Unless otherwise stated, all resource and reserve estimates contained in this document are calculated in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), as the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines adopted by CIM Council on December 11, 2005 and subsequently amended. These standards differ from the requirements of the SEC. Accordingly, resource and reserve information in this document may not be comparable to similar information reported in the United States. Technical Information Unless otherwise stated, the technical information in this AIF has been prepared in accordance with Canadian regulatory requirements set out in NI 43-101, and reviewed by Dr. Julian Barnes, Technical Consultant, formerly Executive Vice President of DPM, and Craig Lawrence Barker, Director, Exploration and Resource/Reserve Estimation of DPM, both of whom are Qualified Persons under NI 43-101 and not independent of the Company. Defined Terms and Abbreviations The following are defined terms and abbreviations that are used throughout this AIF: