PERSEUS MINING LIMITED HIGHLIGHTS
Perseus currently owns 15% of the Orca Shares and the holders of the other outstanding Orca Shares have been offered 0.56 Perseus shares for every Orca Share held.
Based on Perseus's last closing price1 , Perseus's offer implies consideration of approximately
Total consideration to be paid by Perseus for 100% of Orca is
Orca shareholders2 to own approximately 9.1% of the enlarged issued share capital of Perseus post the Orca Acquisition
Orca's Board of Directors unanimously recommends that the Orca shareholders vote in favour of the Orca Acquisition.
Orca's directors and officers and certain 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 favour of the Orca Acquisition.
For Perseus's shareholders, the Orca Acquisition is expected to be net asset value per share accretive and results in ownership of a robust, fully licenced development project located in a supportive mining jurisdiction that is capable of being developed into a large-scale, long-life gold mining operation.
Perseus's Managing Director and CEO
'The potential acquisition of Orca represents a very exciting growth opportunity for Perseus that aligns with our strategy of upgrading the size, quality and geographic distribution of our asset portfolio. We have the financial capacity, technical expertise, and in-country relationships, in combination with Orca's existing management team, to bring Orca's Block 14 Project into production and in the process, create material benefits for all stakeholders including the government and citizens of
Perseus has entered into a definitive agreement with Orca under which Perseus will acquire all of the issued and outstanding common shares of Orca not already owned by Perseus by way of a statutory plan of arrangement under the Canada Business Corporations Act. Perseus currently owns 39,092,233 Orca Shares representing approximately 15% of the outstanding Orca Shares. Pursuant to the terms of the Arrangement Agreement, all of the issued and outstanding Orca Shares that Perseus does not already own will be acquired by Perseus in exchange for Perseus common shares (the 'Perseus Shares') on the basis of 0.56 of a Perseus Share for every 1 Orca Share. Based on the Canadian dollar equivalent of the closing price of
TRANSACTION RATIONALE
The Orca Acquisition will deliver material benefits to both Perseus and Orca shareholders. For Perseus shareholders, the Orca Acquisition delivers the following: Aligns with Perseus's strategy of upgrading the size, quality and geographic distribution of its African focussed gold asset portfolio; Maintains Perseus's strong balance sheet while also limiting dilution with Orca shareholders4 owning approximately 9.1% of the pro-forma Perseus common shares outstanding; Expected to be net asset value per share accretive; Orca's 70% interest in the Block 14 Project provides Perseus with a large and scalable development gold project that is fully licenced, at an advanced stage of readiness for development and has further exploration and resource growth potential; Perseus has the financial capacity, technical expertise and in-country relationships to advance the Block 14 Project and is well-supported by local shareholders who collectively own 30% of the Block 14 Project; Perseus also gains an indirect interest in the very large, undeveloped
For Orca shareholders, the Orca Acquisition delivers several benefits including: Implied consideration of approximately
Orca is a TSXV listed gold developer focused on the acquisition, exploration and development of mineral properties in
Caution Regarding Forward Looking Information:
This report contains 'forward-looking information' and 'forward-looking statements' which are based on the assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management of the Company believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as 'expects', 'anticipates', 'plans', 'believes', 'estimates', 'seeks', 'intends', 'targets', 'projects', 'forecasts', or negative versions thereof and other similar expressions, or future or conditional verbs such as 'may', 'will', 'should', 'would' and 'could'. Forward-looking information contained herein includes, but is not limited to: the consummation and timing of the Orca Acquisition; the strengths, characteristics and potential of the Company following the Orca Acquisition; timing, receipt and anticipated effect of the court, shareholder and regulatory approvals; discussion of future plans, projects, objectives, estimates and forecasts and the timing related thereto. Assumptions have been made by the Company regarding, among other things: the price of gold; the impact of the COVID-19 pandemic; the receipt of required governmental approvals; the ability to satisfy the terms and conditions precedent of the Arrangement Agreement; the ability to obtain required shareholder, court and regulatory approvals in connection with the Orca Acquisition; the accuracy of capital and operating cost estimates; the ability of the Company to operate in a safe, efficient and effective manner and; the ability of the Company to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used by the Company. Although management believes that the assumptions made by the Company and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual market price of gold, the actual results of current exploration, the actual results of future exploration, changes in project parameters as plans continue to be evaluated, failure to receive the required shareholder, court and regulatory approvals for the Orca Acquisition, changes in laws, regulations and practices, the impact of the COVID-19 pandemic, the geopolitical, economic, permitting and legal climate that the Company and Orca operate in, the potential of a third party making a superior proposal, exercise of termination rights under the Arrangement Agreement, as well as those factors disclosed in the Company's publicly filed documents. The Company believes that the assumptions and expectations reflected in the forward-looking information are reasonable. Readers should not place undue reliance on forward-looking information. Perseus does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Contact:
REGISTERED OFFICE
Level 2
Subiaco WA 6008
Telephone: +61 8 6144 1700
Email: IR@perseusmining.com
WEB: WWW.PERSEUSMINING.COM
Managing Director & CEO
E: jeff.quartermaine@perseusmining.com
Media
T: +61 420 582 887
E: nathan.ryan@nwrcommunications.com.au
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