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| Perth, AUSTRALIA |
“The acquisition of Exore results in Perseus gaining ownership of approximately 2,000 square kilometres of geologically prospective land in northern Côte d’Ivoire, close to our operating Sissingué Gold Mine. Sissingué currently has a mine life of three years from 1 July 2020, and with the acquisition of Exore’s land package, including defined Mineral Resources at the Bagoe Project, we have the option of developing the Bagoe Project
into a new gold mine potentially using the Sissingué infrastructure, or alternatively, delineating further Mineral Resources that can be economically mined and trucked to our Sissingué plant for processing. Either option provides an opportunity to continue creating value for Perseus’s shareholders.”
Jeff Quartermaine
Managing Director and CEO
Perseus Mining Limited.
Perseus Mining Limited and Exore Resources Limited have entered into a Scheme Implementation Deed under which it is proposed that Perseus will acquire 100% of the issued share capital of Exore by way of scheme of arrangement. Exore has elected to exercise its pre-emptive right to acquire the remaining 20% interest in the Bagoe and Liberty Projects from Apollo Consolidated Limited for US$4.5 million which, upon completion of that transaction, will result in Exore owning 100% of the Bagoe and Liberty projects.
The Scheme consideration of A$59.8 million is calculated on a fully diluted basis applying a purchase price of A$0.098 per share. Consideration is to be paid in the form of shares in Perseus with each Exore shareholder receiving 1 Perseus share for every 12.79 Exore shares held. This share swap ratio is based on the 10 day VWAP of Perseus shares on 2 June 2020 and implies a price of A$0.105 per Exore share based on Perseus’s closing share price on the same date.
The Implied Scheme Consideration represents a premium of:
• 69% to Exore’s closing share price of A$0.062 on 2 June 2020;
• 78% to the 20 trading day VWAP of Exore of A$0.059, up to and including 2 June 2020
Transaction Rationale
Exore holds approximately 2,000 square kilometres of highly prospective land in northern Côte d’Ivoire, near Perseus’s Sissingué Gold Mine. Exore acquired an 80% joint venture in exploration permits that make up the Bagoe and Liberty projects, which cover 816 square kilometres, from Apollo in December 2018. Exore subsequently expanded this position to approximately 2,000 square kilometres through additional earn-in and joint venture agreements with local Ivorian groups. Exore recently announced a JORC Compliant Mineral Resource at its Bagoe Project comprising Indicated Mineral Resources of 0.75Mt @ 3.5g/t for 90,000 ounces of gold contained, and Inferred Mineral Resources of 5.85Mt @ 2.3g/t for 440,000 ounces of gold contained.
Perseus is a multi-mine, multi-jurisdictional explorer, developer and producer of gold with a solid track record of successfully operating in West Africa. Perseus currently has two producing gold mines, one in Ghana and the other in Côte d’Ivoire, and a third mine, also in Côte d’Ivoire, in development. Perseus is on track to produce more than 500,000 ounces of gold per year with three mines in operation, generating a cash margin of more than US$400 per ounce from financial year 2022.
Perseus Managing Director and CEO Jeff Quartermaine said: “The acquisition of Exore results in Perseus gaining ownership of approximately 2,000 square kilometres of geologically prospective land in northern Côte d’Ivoire, close to our operating Sissingué Gold Mine. Sissingué currently has a mine life of three years from 1 July 2020, and with the acquisition of Exore’s land package,
including defined Mineral Resources at the Bagoe Project, we have the option of developing the Bagoe Project into a new gold mine potentially using the Sissingué infrastructure, or alternatively, delineating further Mineral Resources that can be economically mined and trucked to our Sissingué plant for processing. Either option provides an opportunity to continue creating value for Perseus’s shareholders.”
Exore Managing Director Justin Tremain said: “The Board of Exore believes the proposed transaction with Perseus represents compelling value for Exore shareholders. In addition to the premium implied by the transaction consideration, Exore shareholders have the opportunity to benefit, at a time of near record gold prices, from Perseus’s strong development and production capabilities which position Perseus as the ideal counterparty to unlock the future value of the company’s Bagoe project, whilst de-risking the need for Exore to discover additional ounces to support a standalone operation or fund a standalone development. There are significant potential synergies that can be realised by utilising Perseus’s pre-existing infrastructure in any future development of Exore’s projects with the Sissingué infrastructure comfortably within trucking distance of the Bagoe project. Exore shareholders will also benefit from exposure to Perseus’s existing production and development assets, which provide an exceptional growth profile.”