SYDNEY: Perseus Mining Limited has announced its intention to make an off-market takeover offer for all the shares in OreCorp Limited that it does not already own, for A$0.55 per share in cash.

The offer values OreCorp at a 4% premium over the implied value of a rival offer by Silvercorp Metals Inc, which was announced on 27 December 2023 and amended on 16 January 2024.

The conditions of Perseus’s offer are materially the same as those of Silvercorp’s offer, including a 50.1% minimum acceptance condition. Perseus’s offer, unlike Silvercorp’s offer, gives OreCorp shareholders the certainty of receiving cash for their shares.

OreCorp shareholders who want to accept Perseus’s offer should not accept Silvercorp’s offer, as they will be unable to switch.

Perseus will provide full details of its offer in a bidder’s statement, which is expected to be released before the end of January 2024.

Perseus’s Executive Chairman and CEO Jeff Quartermaine said: “Perseus has put this new Offer directly to OreCorp shareholders on the basis that it represents a compelling
opportunity for the shareholders of both OreCorp and Perseus.

The acquisition of OreCorp’s shares aligns with Perseus’s growth strategy of building an asset portfolio comprised of geopolitically diverse, high-quality gold assets located on the African continent.

At the same time, this Offer is demonstrably superior to the Silvercorp Takeover in terms of price, based on recent Silvercorp trading, and in terms of consideration certainty, being an all cash.

In other words, it would ensure that OreCorp’s shareholders receive full
value and certainty for their shares in OreCorp.

Perseus has the financial capacity, technical expertise, and in-country relationships required to optimally develop OreCorp’s Nyanzaga Gold Project and bring the gold mine into production.

This development would enable Perseus
to continue to deliver on its Corporate Mission of creating material benefits for all of our stakeholders, including the Government and people of Tanzania.

If the acquisition is completed, Perseus will have three operating mines producing gold at a rate of over 535,000 ounces per year in FY2023 and two high-quality development projects that, when brought on stream, as intended, will enable Perseus to maintain or exceed that targeted production level well into the next decade.”