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Perth, Jan. 22, 2024 (GLOBE NEWSWIRE) — PERSEUS MINING ANNOUNCES INTENTION TO MAKE TAKEOVER BID FOR ORECORP LIMITED

• Perth, Western Australia/January 22, 2024/ Perseus Mining Restricted (ASX/TSX: PRU) (Perseus or the Corporate) publicizes its aim to make an off-market takeover be offering (Be offering) for all the issued stocks in OreCorp Restricted (ASX: ORR) (OreCorp) that it does now not already personal (OreCorp Stocks) for money attention of A$0.55 in step with OreCorp Percentage.
• Complete main points of the Perseus Be offering might be contained inside of a bidder’s remark this is anticipated to be lodged with ASIC, supplied to OreCorp and launched to the ASX previous to the top of January 2024.
• This Be offering to OreCorp’s shareholders is valued at a 4.0% top rate¹ to the recently implied worth of a takeover be offering made via Silvercorp Metals Inc (Silvercorp) (Silvercorp Takeover), as introduced to the ASX on 27 December 2023 and as amended on 16 January 2024.
• The stipulations of the Be offering are materially the similar as the ones of the Silvercorp Takeover, together with being conditional on obtaining 50.1% of OreCorp atypical stocks.
• Perseus’s Be offering, in contrast to the Silvercorp Takeover, supplies OreCorp shareholders the knowledge of receiving a money fee equivalent to 100% of the said worth of the glory for his or her stocks.
• OreCorp’s shareholders who need to settle for Perseus’s Be offering, as soon as made, must NOT settle for the Silvercorp Takeover as Shareholders who settle for the Silvercorp Takeover won’t be able to just accept Perseus’s Be offering. OreCorp shareholders don’t wish to take any motion right now however must be guided via Perseus’s bidder’s remark which might be supplied to OreCorp shareholders prior to the top of January 2024.

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Perseus’s Govt Chairman and CEO Jeff Quartermaine stated:

“Perseus has put this new Be offering immediately to OreCorp shareholders at the foundation that it represents a compelling alternative for the shareholders of each OreCorp and Perseus.

The purchase of OreCorp’s stocks aligns with Perseus’s expansion technique of establishing an asset portfolio constructed from geopolitically numerous, top of the range gold property positioned at the African continent. On the identical time, this Be offering is demonstrably awesome to the Silvercorp Takeover relating to value, in response to contemporary Silvercorp buying and selling, and relating to attention sure bet, being an all money. In different phrases, it might make certain that OreCorp’s shareholders obtain complete worth and sure bet for his or her stocks in OreCorp.

Perseus has the monetary capability, technical experience, and in-country relationships required to optimally increase OreCorp’s Nyanzaga Gold Mission and convey the gold mine into manufacturing. This construction would permit Perseus to proceed to ship on its Company Challenge of constructing subject material advantages for all of our stakeholders, together with the Govt and other folks of Tanzania.

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If the purchase is finished, Perseus could have 3 working mines generating gold at a fee of over 535,000 oz. in step with yr in FY2023 and two top of the range construction initiatives that, when introduced on circulate, as meant, will permit Perseus to care for or exceed that centered manufacturing degree neatly into the following decade.”

PERSEUS OFFER

Perseus intends to procure the OreCorp Stocks by the use of an off-market takeover be offering, with OreCorp shareholders receiving money attention of A$0.55 in step with OreCorp Percentage. The Be offering implies a complete OreCorp fairness worth of roughly A$258m².

The Be offering might be funded from Perseus’s present money and bullion reserves which amounted to US$594m as at 30 September 2023.

This Be offering may be topic to a 50.1% minimal acceptance situation and different standard stipulations which can be no much less beneficial than the Silvercorp Takeover. Perseus reserves the fitting to waive some or all of those stipulations – main points are supplied in Time table 1.

Perseus intends to post its considered necessary approval paperwork to related Tanzanian govt businesses for this transaction early this week. Perseus has just lately met with the Tanzanian Govt, and in response to those discussions does now not foresee any demanding situations in acquiring the considered necessary approvals in a well timed way.

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Additional main points at the Perseus Be offering might be contained inside of a bidder’s remark which is anticipated to be lodged with ASIC, supplied to OreCorp and launched to ASX previous to the top of January 2024.

RELATIVE VALUE AND CONSIDERATION CERTAINTY

The desk beneath compares the worth of Perseus’s all money Be offering with the Silvercorp Takeover which incorporates a important percentage of Silvercorp scrip:

Top rate of Perseus’s Be offering to the Silvercorp Takeover³

The Silvercorp proportion value, and subsequently the Silvercorp Takeover attention, has demonstrated important volatility because the authentic be offering was once made. As such, there’s no sure bet as to the worth of the Silvercorp Takeover attention on the time OreCorp shareholders would obtain their stocks.

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Moreover, if Silvercorp is the a hit bidder for OreCorp, there’s a subject material chance of Silvercorp proportion value drawback relative to the present Silvercorp proportion value, if a lot of OreCorp shareholders need to promote the Silvercorp stocks won, to acquire money attention. Shareholders who aren’t citizens of Canada or the United States the place Silvercorp recently trades may also be uncovered to foreign currency echange chance.

Up to now, Perseus notes that it was once in a position to safe 19.9% of OreCorp’s stocks at a worth of $0.525 in November 2023, with a key driving force for lots of the dealers of OreCorp stocks being a choice for money attention versus Silvercorp stocks if Silvercorp was once a hit.

Receiving Silvercorp stocks introduces chance publicity for OreCorp shareholders, together with to:

• Overseas checklist and alternate chance/complexity (no present ASX checklist and noting that the NYSE checklist isn’t the principle NYSE board however relatively the smaller NYSE American alternate);
• Commodity chance out of doors of gold, together with base metals being lead and zinc; and
• Jurisdictional dangers out of doors of Africa. Particularly, the danger said within the Substitute Bidder’s Remark dated 16 January 2024 is related and subject material, together with that “the Chinese language govt recently permits overseas funding in positive mining initiatives underneath central govt tips. There may also be no assurance that those tips won’t alternate one day.”

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Those dangers are exacerbated if Silvercorp is a hit in obtaining OreCorp given:

• Silvercorp does now not recently have enough investment to finance the advance of the Nyanzaga Gold Mission. This introduces investment execution and price chance, together with attainable dilution with fairness raisings and/or high-cost debt/royalties. The Govt of Tanzania highlighted to Perseus the complexity that exterior venture debt investment would have with recognize to their hobby within the venture, in particular if debt investment calls for safety. Silvercorp has additionally said that US$22.7 million of capital features tax could also be payable underneath Tanzanian regulation upon finishing touch of an acquisition of OreCorp⁴;
• However Silvercorp’s assertions in regards to the attainable quantum of alternate of keep an eye on tax payable on finishing touch of the Silvercorp Takeover, there stays really extensive uncertainty as to the tax end result and thus Silvercorp’s skill to fund this tax legal responsibility at the side of the price of construction of the Nyanzaga Gold Mission;
• Silvercorp has no enjoy in creating or working gold initiatives in Africa;⁵ and
• Silvercorp has defined the potential of ‘shrinking’ OreCorp’s Nyanzaga Gold Mission, a minimum of within the first few years⁶. In response to Perseus’s important enjoy of creating and working gold mines in Africa, Perseus believes that this may have a adverse have an effect on at the funding returns of the Nyanzaga Gold Mission that are particularly vital to its stakeholders together with the Govt and other folks of Tanzania.

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Perseus believes that the above considerations in regards to the dangers related to Silvercorp stocks, and in particular the fabric attainable promoting via OreCorp shareholders of the Silvercorp stocks won that can happen if the Silvercorp Takeover is a hit, are mirrored within the inverse dating between Silvercorp proportion value and the perceived chance of the Silvercorp Takeover continuing. This may additionally mirror a basic loss of fortify from Silvercorp shareholders for the Silvercorp Takeover.

The Silvercorp proportion value, and subsequently worth of Silvercorp Takeover attention; (i) fell materially publish announcement of the former scheme of association with OreCorp; then (ii) greater publish the announcement of Perseus’s 19.9% possession hobby in OreCorp and loss of fortify for the scheme; and (iii) fell upon Silvercorp pronouncing the Silvercorp Takeover.

Silvercorp Percentage Worth Over Time⁷

Given the above development, any appreciation in Silvercorp stocks publish the announcement of this Be offering must be scrutinised via OreCorp shareholders to determine whether or not it demonstrates an building up in worth, or if it is because of a discounted chance of luck for the Silvercorp Takeover that may unwind if the Silvercorp Takeover is in the end a hit.

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INDICATIVE TIMETABLE

Perseus is definitely complicated on its bidder’s remark and if OreCorp sees eye to eye to opening the be offering after provider of Perseus’s bidder remark, Perseus’s Be offering may well be open throughout the subsequent two weeks.

OreCorp shareholders who need to settle for Perseus’s Be offering as soon as made must NOT settle for the Silvercorp Takeover. Shareholders who settle for the Silvercorp Takeover won’t be able to just accept Perseus’s Be offering. Accordingly, OreCorp shareholders don’t wish to take any motion right now.

OVERVIEW OF ORECORP

OreCorp is an rising mineral construction corporate indexed at the ASX underneath the code ORR. OreCorp’s key venture is the Nyanzaga Gold Mission in northwest Tanzania.

The Particular Mining License (SML) for the Mission was once granted on 13 December 2021 and Framework and Shareholders Agreements had been due to this fact signed with the Govt of Tanzania (GoT). The SML was once granted to the brand new three way partnership corporate, Sotta Mining Company Restricted (SMCL), for an preliminary time period of fifteen years. OreCorp holds an 84% hobby in SMCL via its wholly owned subsidiary, Nyanzaga Mining Corporate Restricted (NMCL). The Treasury Registrar of the GoT holds the 16% unfastened carried hobby in SMCL in keeping with the Mining Act [CAP. 123 R.E. 2019]. FOllowing the grant of the SML, OreCorp introduced the result of its definitive feasibility find out about in August 2022.

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OVERVIEW OF PERSEUS

Perseus (ASX/TSX: PRU) is an ASX and TSX indexed mining corporate, with a marketplace capitalisation of roughly A$2.45 billion.

Perseus recently operates 3 gold mines in West Africa, together with Yaouré and Sissingué in Côte d’Ivoire and Edikan in Ghana and has been making ready for the advance of a fourth mine (Meyas Sand Gold Mission) in Sudan. In FY2023, Perseus produced greater than 535,000oz of gold at a weighted moderate AISC of roughly US$960 in step with ounce.

Perseus has launched into an natural expansion programme focussed on recognized deposits and objectives positioned close to its present mining operations and present infrastructure. Perseus expects this programme will materially building up Perseus’s Mineral Reserves and Sources stock and permit Perseus to care for present manufacturing charges till in opposition to the top of the last decade. As well as, Perseus continues to evaluate and, the place thought to be commercially suitable, gain different shareholder wealth-creating alternatives to counterpoint its natural expansion.

Perseus has a demonstrated observe file of responsibly and sustainably managing its trade in most cases in step with global requirements and rules as obviously documented in its 2023 Sustainability Record. Its social licence to function in Ghana, Côte d’Ivoire and Sudan is evidenced via the shut cooperation between Perseus and its host governments and communities.

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Perseus’s Board and control staff are skilled in gold exploration, venture construction and working gold mines in Africa, and as Perseus’s observe file demonstrates, it has the to be had inside sources and functions along with exterior relationships to successfully finance and arrange new construction initiatives.

ADVISERS

Perseus is being steered via Sternship Advisers and Euroz Hartleys Restricted as monetary advisers and via Corrs Westgarth Chambers as Australian prison suggest.

This marketplace announcement was once approved for free up via the Board of Perseus Mining Restricted.

IMPORTANT NOTICES

COMPETENT PERSON STATEMENT

All manufacturing objectives referred to on this free up are underpinned via estimated Ore Reserves which were ready via competent individuals in keeping with the necessities of the JORC Code.

Edikan

The tips on this free up that pertains to the Open Pit and Underground Mineral Sources and Ore Reserve at Edikan was once up to date via the Corporate in a marketplace announcement “Perseus Mining updates Mineral Sources and Ore Reserves” launched on 24 August 2023. The Corporate confirms that every one subject material assumptions underpinning the ones estimates and the manufacturing objectives, or the forecast monetary data derived therefrom, in that marketplace free up proceed to use and feature now not materially modified. The Corporate additional confirms that subject material assumptions underpinning the estimates of Ore Reserves described in “Technical Record — Edikan Gold Mine, Ghana” dated 7 April 2022 proceed to use.

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Sissingué, Fimbiasso and Bagoé

The tips on this free up that pertains to the Mineral Sources and Ore Reserve on the Sissingué complicated was once up to date via the Corporate in a marketplace announcement “Perseus Mining updates Mineral Sources and Ore Reserves” launched on 24 August 2023. The Corporate confirms that every one subject material assumptions underpinning the ones estimates and the manufacturing objectives, or the forecast monetary data derived therefrom, in that marketplace free up proceed to use and feature now not materially modified. The Corporate additional confirms that subject material assumptions underpinning the estimates of Ore Reserves described in “Technical Record — Sissingué Gold Mission, Côte d’Ivoire” dated 29 Might 2015 proceed to use.

Yaouré

The tips on this free up that pertains to the Open Pit and Underground Mineral Sources and Ore Reserve at Yaouré was once up to date via the Corporate in a marketplace announcement “Perseus Mining publicizes Open Pit and Underground Ore Reserve replace at Yaouré” launched on 23 August 2023. The Corporate confirms that every one subject material assumptions underpinning the ones estimates and the manufacturing objectives, or the forecast monetary data derived therefrom, in that marketplace free up proceed to use and feature now not materially modified. The Corporate additional confirms that subject material assumptions underpinning the estimates of Ore Reserves described in “Technical Record — Yaouré Gold Mission, Côte d’Ivoire” dated 19 December 2023 proceed to use.

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CAUTION REGARDING FORWARD LOOKING INFORMATION:

This record accommodates forward-looking data which is in response to the assumptions, estimates, research and critiques of control made in mild of its enjoy and its belief of developments, present stipulations and anticipated traits, in addition to different components that control of the Corporate believes to be related and affordable within the cases on the date that such statements are made, however which might turn out to be improper. Assumptions had been made via the Corporate referring to, amongst different issues: the cost of gold, proceeding industrial manufacturing on the Yaouré Gold Mine, the Edikan Gold Mine and the Sissingué Gold Mine with none primary disruption, the receipt of required governmental approvals, the accuracy of capital and working charge estimates, the facility of the Corporate to function in a secure, environment friendly and efficient way and the facility of the Corporate to acquire financing as and when required and on affordable phrases. Readers are cautioned that the foregoing record isn’t exhaustive of all components and assumptions which will have been utilized by the Corporate. Despite the fact that control believes that the assumptions made via the Corporate and the expectancies represented via such data are affordable, there may also be no assurance that the forward-looking data will turn out to be correct. Ahead-looking data comes to recognized and unknown dangers, uncertainties, and different components which might purpose the true effects, efficiency or achievements of the Corporate to be materially other from any expected long term effects, efficiency or achievements expressed or implied via such forward-looking data. Such components come with, amongst others, the true marketplace value of gold, the true result of present exploration, the true result of long term exploration, adjustments in venture parameters as plans proceed to be evaluated, in addition to the ones components disclosed within the Corporate’s publicly filed paperwork. The Corporate believes that the assumptions and expectancies mirrored within the forward-looking data are affordable. Assumptions had been made referring to, amongst different issues, the Corporate’s skill to hold on its exploration and construction actions, the well timed receipt of required approvals, the cost of gold, the facility of the Corporate to function in a secure, environment friendly and efficient way and the facility of the Corporate to acquire financing as and when required and on affordable phrases. Readers must now not position undue reliance on forward-looking data. Perseus does now not adopt to replace forward-looking data, with the exception of in keeping with acceptable securities regulations.

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SCHEDULE 1

OFFER CONDITIONS⁸

1    Minimal acceptance: Prior to the top of the Be offering Length, Perseus has a Related Pastime in such choice of OreCorp Stocks as represents a minimum of 50.1% of all OreCorp Stocks (on a completely diluted foundation);

2    No regulatory motion: between date of this remark and the top of the Be offering Length:

(a)    there isn’t in impact any initial or ultimate choice, order or ruling issued via any Govt Company;

(b)    no utility is made to any Govt Company; and

(c)    no motion or investigation is introduced, commenced or threatened via any Govt Company in reference to the Perseus’s Be offering,

which might relatively be anticipated to restrain, obstruct or limit or in a different way have a subject material hostile impact at the making of the Be offering and the finishing touch of the Perseus’s Be offering or every other transaction pondered via this remark, as opposed to an utility to or a decision via ASIC or the Takeovers Panel within the workout of the powers and discretions conferred via the Companies Act.⁹

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3    No subject material hostile alternate: between date of this remark and the top of the Be offering Length, no Subject material Opposed Trade happens.¹⁰

4    No prescribed occurrences: between date of this remark and the top of the Be offering Length, there’s no prescribed incidence.¹¹

5    No different prescribed occasions: between date of this remark and the top of the Be offering Length, not one of the following occasions happens:

(a)    any member of the OreCorp Workforce resolves to reclassify, mix, break up or redeem or repurchase immediately or not directly any of its stocks;

(b)    any member of the OreCorp Workforce problems stocks or securities convertible into stocks or grants, vests or hurries up a efficiency proper or an choice or every other securities convertible into stocks or equivalent proper over its stocks or is of the same opinion to make such a topic or grant, vesting or acceleration when it comes to such an choice, efficiency proper, proportion, safety or equivalent proper (as opposed to a topic of stocks in OreCorp pursuant to the conversion of convertible securities or the workout of choices the place the life of the ones convertible securities or choices has been disclosed to ASX prior to the date of this remark;

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(c)   any member of the OreCorp Workforce (as opposed to a wholly-owned subsidiary of OreCorp) publicizes, announces or determines to pay any dividend or publicizes or makes every other distribution to its contributors;

(d)   any member of the OreCorp Workforce makes any alternate to its charter or identical paperwork;

(e)    any member of the OreCorp Workforce incurs any monetary indebtedness or problems any debt securities (together with convertible notes or hybrid securities), as opposed to within the atypical path of commercial or pursuant to advances underneath its credit score amenities in life as on the date of this remark the place the finances drawn pursuant to these advances are used within the atypical path of commercial;

(f)   any member of the OreCorp Workforce makes any loans, advances or capital contributions to, or investments in, every other individual (as opposed to to or in OreCorp or to any other direct or oblique wholly owned Similar Entity of OreCorp within the atypical path of commercial or to Perseus), as opposed to within the atypical path of commercial;

(g)   any member of the OreCorp Workforce coming into, various or terminating any subject material contract, three way partnership, partnership or different dedication which is subject material within the context of the trade of the OreCorp Workforce as an entire, as opposed to within the atypical path of commercial;

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(h)   any member of the OreCorp Workforce coming into into or resolving to go into right into a transaction with a similar entity of OreCorp (as outlined within the Companies Act, however except transactions between contributors of the OreCorp Workforce);

(i)   any member of the OreCorp Workforce settling or compromising a subject material dispute;

(j)   OreCorp ceases to be admitted to the legit record of ASX or OreCorp Stocks stop to be quoted via ASX; or

(okay)   any member of the OreCorp Workforce authorising, committing, pronouncing or agreeing to take any of the movements referred to previous subparagraphs underneath this paragraph 5.

¹ In response to NYSE American buying and selling knowledge for Silvercorp stocks, and assuming a present AUD:USD alternate fee of 0.6597 as at shut of buying and selling on 19 January 2024.
² In response to 469,408,892 OreCorp atypical stocks remarkable on the Be offering value of $0.55 in step with proportion.
³ In response to NYSE American buying and selling knowledge for Silvercorp stocks, and assuming a present AUD:USD alternate fee of 0.6597 as at shut of buying and selling on 19 January 2024.
⁴ Silvercorp Substitute Bidder’s Remark dated 16 January 2024 pg 109.
⁵ Silvercorp Substitute Bidder’s Remark dated 16 January 2024 pg 128.
⁶ See slide 16 of the Silvercorp Company Presentation December 2023 to be had at https://silvercorpmetals.com/wp-content/uploads/2023/12/20231204_SVM_Presentation.pdf.
⁷ In response to NYSE American buying and selling knowledge for Silvercorp stocks transformed to AUD.

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⁸ Phrases now not in a different way outlined have the meanings ascribed to them within the Companies Act
⁹ In reference to this situation Perseus like Silvercorp appreciates that the desire for FCC approval signifies that this situation may well be breached (Appendix 2 paragraph (c) of the Silvercorp Bidder’s Remark because the absence of an approval may just relatively be anticipated to restrain, obstruct or limit or in a different way have a subject material hostile impact at the making or finishing touch of the Perseus Be offering. Perseus intends (like Silvercorp) to post an preliminary utility for the approval to the FCC, soliciting for the FCC to study the tips supplied when it comes to the Perseus Be offering. Perseus will have interaction with the FCC with a view to search a affirmation from the FCC of its approval to the Perseus Be offering (Be offering Approval).
Perseus undertakes:

1. to not workout any rights it has when it comes to the FCC imaginable intervention underneath the Perseus Be offering except and till the FCC has decided that may restrain, obstruct or limit or in a different way have a subject material hostile impact at the making or finishing touch of the Perseus Be offering; and
2. to stay the Be offering open till a minimum of 15 March 2024 (to permit the FCC to come to a decision when it comes to the Be offering Approval, even if Perseus reserves the fitting to not prolong the Be offering Length if FCC has now not made such decision via the top of the Be offering Length).

¹⁰ This situation might be on phrases materially very similar to the Silvercorp Be offering – Appendix 2 paragraph (d) of the Silvercorp Bidder’s Remark.
¹¹ This situation might be on phrases materially very similar to the Silvercorp Be offering – Appendix 2 paragraph (e) of the Silvercorp Bidder’s Remark.

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