Perseus Mining Limited (“Perseus” or the “Company”) (ASX/TSX:PRU)
is pleased to announce that it has entered into a definitive
agreement (the “Arrangement Agreement”) with Orca Gold Inc.
(“Orca”) (TSXV: ORG) to acquire all of the outstanding common
shares of Orca (the “Orca Shares”) not already owned by Perseus.
The acquisition will be by way of a statutory plan of arrangement
under the Canada Business Corporations Act (the “Orca Acquisition”
or “Arrangement”).
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
C$0.896 per Orca Share representing a premium of 62.9% to the last
closing price of Orca Shares.
- Total consideration to be paid by
Perseus for 100% of Orca is C$215 million. This includes C$17
million in cash previously paid to acquire its initial 15% equity
interest and C$198 million in Perseus shares2 to acquire the
outstanding 85% equity interest.
- 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 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.”
TRANSACTION OVERVIEW
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 Perseus Shares on the Australian
Stock Exchange (ASX)3, this implies consideration of approximately
C$0.896 per Orca Share for an implied total equity value of
approximately C$233 million4. The implied consideration represents
a premium of 62.9% to the closing Orca Share price of C$0.55 on
February 25, 2022. If consummated, the Orca Acquisition would
result in Orca shareholders4 owning approximately 9.1% of the
pro-forma Perseus Shares then outstanding.
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 Koné Gold Project located
in northern Cote d’Ivoire approximately 150 kilometres due south of
Perseus’s Sissingué Gold Mine, through Orca’s 31.4% interest in
TSXV listed Montage Gold Corp (“Montage”); and
- Shareholders of both Perseus and
Orca will benefit from the strength of the combined entity through
a share-based transaction.
For Orca shareholders, the Orca Acquisition delivers several
benefits including:
- Implied consideration of
approximately C$0.896 per Orca Share5 representing a 62.9% premium
to the last closing price of Orca Shares;
- Orca shareholders will gain
continued exposure to Perseus’s diversified portfolio of producing
mines and development assets as well as the value created through
the potential development of the Block 14 Project; and
- Perseus has the financial capacity
to unlock the value of the Block 14 Project.
OVERVIEW OF ORCA
Orca is a TSXV listed gold developer focused on the acquisition,
exploration and development of mineral properties in Africa. Orca’s
main asset is a 70% interest in the Block 14 Project that is
located in northern Sudan near the border with Egypt. Please refer
to Orca’s website at www.orcagold.com or under Orca’s profile on
SEDAR at www.sedar.com for information in relation to the Mineral
Resource and Reserve estimates prepared by Orca for the Block 14
Project. Orca also announced completion of a feasibility study in
accordance with National Instrument 43-101 (“NI 43-101”) on the
Block 14 Project on September 14, 2020.
The Block 14 Project is a large and scalable resource with a
Mineral Resource Estimate6 consisting of an Indicated resource of
79.9Mt grading 1.3g/t Au for 3.3Moz Au and an Inferred Resource of
18.5Mt grading 1.2g/t Au for 0.7Moz Au. The Block 14 Project has a
Probable Mineral Reserve Estimate6 of 79.9Mt grading 1.1g/t Au for
2.9Moz Au.
Orca also owns a 31.4% interest in TSXV listed Montage which
announced completion of a feasibility study at its cornerstone Koné
Gold Project, located in Côte d’Ivoire, on February 14, 2022 in
accordance with NI 43-101. Please refer to Montage’s website for
information relating to the Mineral Resource estimates completed by
Montage on the Koné Gold Project.
This press release and all technical information regarding
Orca’s NI 43-101 have been reviewed and approved by Paul Thompson
and Gary Brabham, each a Qualified Person for the purposes of NI
43-101.
DETAILS OF THE ORCA ACQUISITION AND TIMING
The Orca Acquisition, which is not subject to a financing
condition, will be implemented by way of a court-approved plan of
arrangement under the Canada Business Corporations Act and will
require the approval of: (i) 66 2/3% of the votes cast by the
holders of Orca Shares; (ii) 66 2/3% of the votes cast by holders
of Orca Shares, restricted share units, deferred share units and
options, voting together as a single class, and; (iii) approval of
a simple majority of the votes cast by holders of Orca Shares,
excluding votes from certain shareholders, including Perseus, in
accordance with Multilateral Instrument 61-101, at a special
meeting of Orca security holders to be held to consider the Orca
Acquisition (the “Special Meeting”).
In addition to approval by Orca security holders, the Orca
Acquisition is also subject to the receipt of court approval,
regulatory approvals and other customary closing conditions for
transactions of this nature. Orca intends to call a meeting of
securityholders to be held in May 2022 to seek approval for the
Arrangement with the closing of the Orca Acquisition expected to
occur in early June 2022. Approval of the Orca Acquisition by
shareholders of Perseus is not required7.
The Arrangement Agreement provides for customary deal-protection
provisions, including a non-solicitation covenant on the part of
Orca and a right for Perseus to match any Superior Proposal (as
defined in the Arrangement Agreement). The Arrangement Agreement
includes a termination fee of C$7.5 million, payable by Orca to
Perseus, under certain circumstances (including if the Arrangement
Agreement is terminated in connection with Orca pursuing a Superior
Proposal).
The directors and senior officers of Orca, in addition to
certain securityholders of Orca, owning in aggregate of 37% of
Orca's voting securities have entered into voting support
agreements pursuant to which they have agreed to vote all the
securities they own or control in favour of the Orca
Acquisition.
BOARD APPROVAL AND RECOMMENDATION
A special committee of independent directors of Orca (the
“Special Committee”) has unanimously recommended the Orca
Acquisition to the board of directors of Orca (the "Orca Board").
The Orca Board has evaluated the Arrangement Agreement with Orca's
management and legal and financial advisors and, following the
receipt and review of the recommendation from the Special
Committee, the Orca Board has unanimously approved the Arrangement
and determined that the Arrangement is in the best interest of
Orca. The Orca Board has resolved to recommend that Orca’s
shareholders vote in favour of the Arrangement, all subject to the
terms and conditions contained in the Arrangement Agreement.
BMO Capital Markets has provided an opinion to the Orca Special
Committee, stating that, as of the date of such opinion and based
upon and subject to various assumptions, limitations and
qualifications therein, the consideration to be received by the
Orca security holders (other than Perseus and its affiliates)
pursuant to the Arrangement Agreement is fair, from a financial
point of view to such holders.
The Arrangement Agreement has also been unanimously approved by
the board of directors of Perseus.
ADDITIONAL INFORMATION
Further details regarding the terms of the Orca Acquisition are
set out in the Arrangement Agreement, which will be publicly filed
by Orca on Orca’s website at www.orcagold.com and filed under
Orca’s profile at SEDAR at www.sedar.com. Additional information
regarding the terms of the Arrangement will be provided in the
management proxy circular for the Special Meeting which will be
mailed to Orca securityholders and also available on Orca’s website
at www.orcagold.com and filed under Orca’s profile on SEDAR at
www.sedar.com. Orca shareholders are urged to read these and other
relevant materials when they become available.
Perseus currently has ownership of and control over 39,092,233
Orca Shares, representing approximately 15% of the issued and
outstanding Orca Shares on a non-diluted basis. Perseus has also
advanced a loan to Orca in the amount of US$5 million maturing June
30, 2022 and bearing interest at 7.5% per annum. If the Arrangement
is not consummated for any reason, Perseus intends to continue to
review Orca’s business affairs, capital needs and general industry
and economic conditions and may, from time to time, depending on
market or other conditions, increase or decrease its ownership,
control or direction over the shares or other securities of Orca,
through market transactions, private agreements, public offerings
or otherwise, or approve a corporate transaction with regard to
Orca. A copy of Perseus’s related early warning report will be
filed with the applicable securities commissions and will be made
available on SEDAR at www.sedar.com. Orca’s head office is at 2000
– 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8,
Canada.
ADVISERS AND COUNSEL
Perseus is being advised by Sternship Advisers as financial
adviser and by Fasken Martineau LLP as Canadian legal counsel and
Corrs Westgarth Chambers as Australian legal counsel.
BMO Capital Markets is acting as financial adviser to Orca and
Blake, Cassels & Graydon LLP is acting as Orca’s legal
counsel.
INVESTOR CALL
Perseus and Orca are hosting two investor webinars and
conference calls to discuss the Orca Acquisition.
CALL #1
Australia: Monday February 28, 2022Perth –
9:00amSydney/Melbourne – 12:00pm |
US/Canada: Sunday February 27, 2022Toronto/New
York – 8:00pmVancouver – 5:00pm |
UK: Sunday February 27, 2022London – 1:00am |
Register for the investor webinar at the link below:
https://us02web.zoom.us/webinar/register/WN_uhtMkEU9TnOtz9bCp19QBQ
CALL #2
Australia: Monday February 28, 2022Perth –
11:15pmSydney/Melbourne – 2.15 am (TUESDAY) |
Canada: Monday February 28, 2022Toronto –
10:15amVancouver – 7:15am |
UK: Monday February 28, 2022London – 3:15pm |
Register for the investor webinar at the link below:
https://us02web.zoom.us/webinar/register/WN_IvR8A3XpR22pHpFtiFlDNA
This announcement was approved for release by the Board
of Perseus Mining Limited.
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.
ASX/TSX CODE: PRUREGISTERED
OFFICE:Level 2437 Roberts RoadSubiaco WA 6008Telephone:
+61 8 6144 1700Email:
IR@perseusmining.comWWW.PERSEUSMINING.COM |
CONTACTS:Jeff
QuartermaineManaging Director &
CEOjeff.quartermaine@perseusmining.comNathan
RyanMedia Relations+61 420 582
887nathan.ryan@nwrcommunications.com.au |
Foreign Estimates – clarifying statements as required by
ASX Listing Rule 5.12
1) The
Information in this announcement relating to Mineral Resource
Estimates for Orca’s Block 14 Project (“Block 14 Project”) is
contained in a technical report (“Feasibility Study”) entitled
“Feasibility Study, NI 43-101 Technical Report, Block 14 Gold
Project, Republic of Sudan” prepared by Lycopodium Minerals Pty
Limited and is effective as of August 31, 2020. As such, it is
reported in accordance with the requirements applying to foreign
estimates in the ASX Listing Rules (the “Foreign Estimate”). It is
not reported in accordance with the 2012 edition of the Joint Ore
Reserves Committee’s Australasian Code for Reporting of Mineral
Resources and Ore Reserves (“JORC Code”).
Table 1: Summary of Block 14 Project Mineral
Resource
|
Indicated |
Inferred |
|
Mt |
Au g/t |
Ag g/t |
Au koz |
Ag koz |
Mt |
Au g/t |
Ag g/t |
Au koz |
Ag koz |
|
Oxide |
10.2 |
1.35 |
1.49 |
443 |
487 |
1.1 |
1.0 |
1.2 |
34 |
41 |
|
Trans. |
13.4 |
1.22 |
1.33 |
527 |
575 |
1.5 |
1.0 |
1.2 |
50 |
57 |
|
Fresh |
56.3 |
1.31 |
1.82 |
2,371 |
3,296 |
15.9 |
1.2 |
1.6 |
626 |
838 |
|
Total |
79.9 |
1.30 |
1.70 |
3,342 |
4,358 |
18.5 |
1.2 |
1.6 |
711 |
936 |
|
Notes:a) Based on September
2018 estimates of Galat Sufar South and Wadi Doum Mineral Resources
by MPR Geological Consultants Pty Ltd.b) 0.6 g/t
cut-off grade applied to all material
types.c) Estimates are not depleted for artisanal
mining, the impact of which is not considered
material.d) Galat Sufar South Mineral Resource
estimates are truncated at 350 m depth, with around 90% of
Indicated and Inferred resources occurring at depths of less than
240 and 300 m respectively. Wadi Doum estimates extend to around
255 m depth, with around 90% of Indicated and Inferred resources
occurring at depths of less than 115 m and 190 m respectively. The
depth limits imposed on the estimates are considered to largely
confine the estimates to material with reasonable prospects of
eventual economic extraction.e) Indicated Mineral
Resources are inclusive of Mineral
Reserves.f) Rounding of numbers to appropriate
precisions may have resulted in apparent inconsistencies.
Table 2: Summary of Block 14 Project Mineral
Reserves
|
Classification |
Oxide |
Transitional |
Fresh |
Total |
‘000tonnes |
Au g/t |
‘000tonnes |
Au g/t |
‘000 tonnes |
Au g/t |
‘000tonnes |
Au g/t |
Main |
Probable |
4,347 |
1.27 |
5,088 |
1.19 |
13,488 |
1.31 |
22,923 |
1.28 |
East |
Probable |
8,302 |
0.89 |
11,236 |
0.89 |
30,729 |
1.05 |
50,267 |
0.99 |
North East |
Probable |
1,606 |
0.84 |
2,192 |
0.85 |
367 |
0.90 |
4,166 |
0.85 |
Total GSS |
Probable |
14,255 |
1.00 |
18,516 |
0.97 |
44,584 |
1.13 |
77,356 |
1.07 |
Wadi Doum |
Probable |
527 |
1.90 |
119 |
2.37 |
1,941 |
2.49 |
2,588 |
2.36 |
Block 14 Total |
Probable |
14,783 |
1.03 |
18,635 |
0.98 |
46,525 |
1.19 |
79,943 |
1.11 |
Notes:a) Based on Mineral
Reserve Statement November 7, 2018. b) CIM
Definition Standards were followed for the classification of
Mineral Reserves.c) Mineral Reserves were
optimised using a gold price of
$1,100/oz.d) Mining Cut-off grades vary between
0.32g/t and 0.90g/t.e) Rounding of numbers to
appropriate precisions may have resulted in apparent
inconsistencies. 2) The
information provided in relation to Foreign Estimate is extracted
from the Feasibility Study which was prepared in accordance with
the Canadian Institute of Mining and Metallurgy and Petroleum
(“CIM”) guidelines and with the Canadian National
Instrument 43-101 standards (“NI 43-101”) and
announced September 14, 2020 by Orca and is publicly available at
www.sedar.com.
3) The
Feasibility Study includes key assumptions for commodity prices,
gold mining and processing costs, and there has been no material
changes in assumptions. The Feasibility Study in its current form
is considered to be a comprehensive compilation of all available
data applicable to the estimation of mineral resources and mineral
reserves. A summary of key assumptions and methods used to prepare
the Foreign Estimate include:
- Resource Estimation calculated using
the Multiple Indicator Kriging method
- Economic assumptions include (i) a
US$1,350/oz gold price, (ii) US$19.78/tonne average total cash
cost, (iii) US$21.99 average all in sustaining cost, (iv) 82%
metallurgical recoveries, and (v) a 7% government royalty
- The Foreign Estimate and current
Technical Report is based on 66,819 metres of RC drilling in 520
drill holes plus 21,531 metres of core drilling in 88 drill holes
at Gulat Sufar South deposit and 13,835 metres of RC drilling in
114 drill holes plus 1,852 metres of core drilling in 8 drill holes
at Wadi Doum deposit.
4) As at
the date of this announcement, the Foreign Estimate reported by
Orca and referenced by Perseus herein has not been superseded by
any later estimates and Perseus is not in possession of any new
information.
5) Perseus
believes the categories of the CIM compliant mineral resource
estimation reported under NI 43-101 are similar to the JORC Code
(2012 edition) classifications. They are a ‘qualifying foreign
estimate’ as that term is defined in Chapter 19 of the ASX Listing
Rules.
6) Perseus
considers the Foreign Estimate to be material to Perseus, given its
intention, through the acquisition of Orca to contribute funding to
continued exploration activity and advancement of the asset through
additional drilling, future mineral resource estimation updates and
economic studies.
7) Perseus
also believes that the Foreign Estimate is relevant to Perseus
shareholders as they provide an indication of the current
mineralisation and the potential of the Block 14 Project at this
date.
8) Based on
the information received by Perseus to date in relation to the
Block 14 Project, physical inspection of the project sites,
discussions with Orca’s technical and administrative personnel and
assessment of the key criteria as defined in Table 1 of the JORC
Code 2012, the reliability of the Foreign Estimate has been
addressed in the due diligence completed by Perseus and their
independent geological consultants. Perseus therefore believes that
the Foreign Estimate is sufficiently reliable with estimation
methodologies and data compilation work acceptable for
methodologies used at the time of their estimation to provide the
basis for a decision to assess the property to have merit for
further exploration expenditure.
9) The
Foreign Estimate is not reported in accordance with the JORC Code
and a competent person has not done sufficient work to classify the
foreign estimate as mineral resources in accordance with the JORC
Code.
10) There
is no certainty that after further evaluation and/or further
exploration work that the Foreign Estimate will be able to be
reported as mineral resources or ore reserves in accordance with
the JORC Code.
11) Following
completion of the transaction, it is Perseus’s intention to
undertake an evaluation of the data and initiate further
exploration work planned for the Block 14 Project to underpin a
mineral resource estimate in accordance with the JORC Code that
will include selective infill drilling to increase confidence in
estimates of resources at depth and convert proximal Inferred
Mineral Resources to Indicated category.
12) Following
completion of the transaction, it is Perseus’s intention to
undertake a review of the capital and operating costs to be
consistent with latest market conditions, complete additional
geotechnical, hydrological and comminution studies to further
optimise infrastructure and mine design, review water supply and
power options, including the use of renewable solar energy,
complete further TSF studies to optimise design and maximise water
recovery, optimise grind size and CIL recovery methods, complete
further sterilisation drilling in the areas of infrastructure as
part of a Front End Engineering and Design (FEED) Study to reduce
risk and/or improve technical and financial outcomes. The FEED
Study is expected to take 9 months to be completed and cost
approximately $3M.
13) The
Mineral Resource work in section 11 will take approximately 12
months to complete and cost approximately $9M. The Mineral Resource
work can be completed simultaneously with the FEED study with later
completion, as the work is not expected to materially impact the
design of key infrastructure resulting from the FEED Study in point
11. Optimisation, design and scheduling will be completed once the
updated Mineral Resource is completed so the Mineral Reserve can be
updated ahead of commencement of operations.
14) In
accordance with ASX Listing Rule 5.12, Gary Brabham, a Competent
Person, employee of Perseus and Fellow of the Australasian
Institute of Mining and Metallurgy, confirms the information in
this market announcement that relates to the Block 14 Project NI
43-101 Foreign Estimate in the Feasibility Study and published by
Orca by filing in Canada on www.sedar.com on September 14, 2020 is
an accurate representation of the available Mineral Resource
Estimate. Gary Brabham has sufficient experience that is relevant
to the style of mineralisation and type of deposit under
consideration and to the activity being undertaken to qualify as a
competent person for the reporting of Mineral Resource and Ore
Reserves under the JORC Code. Gary Brabham consents to the
inclusion in the report of the matters based on his information in
the form and context in which it appears.
15) In
accordance with ASX Listing Rule 5.12, Paul Thompson, a Competent
Person, employee of Perseus and Fellow of the Australasian
Institute of Mining and Metallurgy, confirms the information in
this market announcement that relates to the Block 14 Project NI
43-101 Foreign Estimate in the Feasibility Study and published by
Orca by filing in Canada on www.sedar.com on September 14, 2020 is
an accurate representation of the available Mineral Reserve
Estimate. Paul Thompson has sufficient experience that is relevant
to the style of mineralisation and type of deposit under
consideration and to the activity being undertaken to qualify as a
competent person for the reporting of Mineral Resource and Ore
Reserves under the JORC Code. Paul Thompson consents to the
inclusion in the report of the matters based on his information in
the form and context in which it appears.
__________________________
1 Based on Perseus’s closing price on the ASX of A$1.74 per
share on February 25, 2022 converted to C$ at CADAUD of 0.919.2
Based on Orca’s 259.7 million common shares outstanding. Excludes
any consideration for the settlement of 3.1 million restricted
share units, 0.7 million deferred share units and 7.9 million
options.3 Based on Perseus closing price on the ASX of A$1.74 per
share on February 25, 2022 converted to C$ at CADAUD of 0.919.4
Based on Orca’s 259.7 million common shares outstanding. Excludes
any consideration for the settlement of 3.1 million restricted
share units, 0.7 million deferred share units and 7.9 million
options.5 Based on Perseus closing price on the ASX of A$1.74 per
share on February 25, 2022 converted to C$ at CADAUD of 0.919. 6
These estimates are prepared in accordance with Canadian National
Instrument 43-101 standards and have not been reported in
accordance with the JORC Code. A competent person has not done
sufficient work to classify the resource in accordance with the
JORC Code and it is uncertain that following evaluation and/or
further exploration work that the estimate will be able to be
reported as a mineral resource or ore reserve in accordance with
the JORC Code. Please refer to further disclosure required by the
ASX Listing Rules together with a more detailed resource table at
the conclusion of this announcement. Orca Ore Reserve and Mineral
Resource figures are stated on 100% basis.7 Perseus has obtained in
principle confirmation from ASX that on receipt of a formal
application for a waiver from Listing Rule 7.1, it is on the
information provided likely to grant that waiver.
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