SYDNEY, AUSTRALIA: Perseus Mining Limited (ASX: PRU) has entered into a definitive agreement to acquire all of the outstanding common shares of Orca Gold Inc. (TSXV: ORG) not already owned by Perseus.
The acquisition will be by way of a statutory plan of arrangement under the Canada Business Corporations Act.
Perseus currently owns 39.09 million Orca Gold 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 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 Perseus Shares on the Australian Stock Exchange (ASX), this implies consideration of approximately C$0.896 per Orca Share for an implied total equity value of approximately C$233 million.
The implied consideration represents a premium of 62.9% to the closing Orca Share price of C$0.55 on 25 February 2022. If consummated, the Orca Acquisition would result in Orca shareholders owning approximately 9.1% of the pro-forma Perseus Shares then outstanding.
Perseus’s Managing Director and CEO Jeff Quartermaine said: “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 Sudan.
When the transaction is completed, Perseus will have three operating mines currently producing gold at a rate of approximately 500,000 ounces per year and a high-quality development project that if brought on stream, as intended, should ensure that Perseus can maintain or exceed its targeted production level well into the next decade.
With the objective of operating four mines, Perseus will be well advanced towards fulfilling its aim of becoming a highly profitable, well managed, pan-African gold company that consistently creates benefits for all stakeholders.”
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