Perseus Mining Limited (ASX:PRU) entered into an agreement to acquire remaining approximately 85% stake in Orca Gold Inc. (TSXV:ORG) from a group of shareholders for approximately CAD 200 million on February 26, 2022. Under the terms of the transaction which will be by way of a statutory plan of arrangement, holders of Orca shares that are not already owned by Perseus have been offered 0.56 Perseus shares for every Orca share held. If consummated, the Orca acquisition would result in Orca shareholders owning approximately 9.1% of the pro-forma Perseus Shares then outstanding. Orca will pay a termination fee of CAD 7.5 million to Perseus in case Orca terminates the agreement.

The transaction is subject to Orca's shareholders approval, receipt of court approval, regulatory approvals and other customary closing conditions. Special committee of independent directors of Orca has unanimously recommended the transaction to the Board of Directors of Orca. Orca's Board of Directors have unanimously approved the transaction and recommends that the Orca shareholders vote in favor of the transaction. The arrangement agreement has also been unanimously approved by the Board of Directors of Perseus. Directors, officers and certain other shareholders of Orca owning in aggregate approximately 37% of Orca's voting securities have entered into voting support agreements and have agreed to vote all the securities they own or control in favor of the transaction. As of May 16, 2022, Orca Gold Inc. shareholders voted to approve the acquisition. On May 18, 2022, the Supreme Court of British Columbia approved the transaction. The transaction is expected to close in early June 2022. As per disclosure on April 21, 2022, assuming the requisite approvals are obtained at the meeting, completion of the Arrangement is expected to occur on May 19, 2022.

The transaction is expected to be net asset value per share accretive on the assumption that the Block 14 Project is brought into production. BMO Nesbitt Burns Inc. acted as fairness opinion provider to the Special Committee and the Board of Directors of Orca, and acted as financial advisor to Orca. Susan Tomaine and Alexandra Luchenko of Blake, Cassels & Graydon LLP acted as legal advisors to Orca. Al Gourley of Fasken Martineau DuMoulin LLP and Corrs Chambers Westgarth acted as legal advisors, and Sternship Advisers Pty Ltd. acted as financial advisor to Perseus Mining Limited. Computershare Investor Services Inc. acted as depository bank to Orca. Computershare Investor Services Pty Limited and Computershare Investor Services Inc. acted as transfer agents to Perseus. Computershare Trust Company of Canada acted as proxy solicitor and PricewaterhouseCoopers LLP, Chartered Accountants acted as accountant to Orca.

Perseus Mining Limited (ASX:PRU) completed the acquisition of remaining approximately 85% stake in Orca Gold Inc. (TSXV:ORG) from a group of shareholders on May 19, 2022. Perseus issued an aggregate of 125,278,266 ordinary shares in the capital of Perseus to the holders of Orca Shares. The Orca Shares are expected to be delisted from the TSX Venture Exchange within approximately two trading days following the completion of the Arrangement. Orca has applied to the Canadian securities regulators to cease to be a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and New Brunswick.