Perseus's Offer for OreCorp Unconditional and Best and Final
April 07 2024 - 7:09PM
PERSEUS OFFER UNCONDITIONAL AND BEST AND FINAL
Perth, Western Australia/ April 8,
2024/Perseus Mining Limited (ASX/TSX: PRU)
(Perseus or PRU) refers to its
off-market takeover bid under Chapter 6 of the Australian
Corporations Act for all the current and to be issued ordinary
shares in OreCorp Limited (ASX: ORR) (OreCorp or
ORR) (Offer).1
As at April 5, 2024, Perseus has a relevant
interest in 239,542,398 OreCorp Shares representing 51.03% of
OreCorp Shares on issue.
As such, Perseus has declared that the Offer is
now:
-
unconditional; and
-
best and final in the absence of a competing
proposal.
OreCorp Shareholders should Accept the
Offer now in respect of Your OreCorp Shares.
Proposed OreCorp Board
Changes
Perseus refers to OreCorp’s announcement today
noting that OreCorp is actively working with Perseus to transition
the OreCorp Board and management team. Perseus appreciates the
collaborative relationship it has developed with OreCorp and
intends to appoint representatives to the OreCorp Board and
management team including Jeff Quartermaine (Chairman) and Lee-Anne
de Bruin (Chief Executive Officer & Managing Director).
In conjunction to these appointments, a number
of the current OreCorp Board members will step down. Once
implemented, these Board changes will ensure the majority of
directors on the OreCorp Board are Perseus’s nominees.
Perseus has been encouraged by the strong
working relationship developed between OreCorp and Perseus during
this management and Board transition period.
Best and final Offer in the Absence of a
Competing Proposal
Perseus advises that, in the absence of a
competing proposal, it will not increase the current Offer
Consideration of $0.575 per OreCorp Share. The Offer is
best and final.
Declaring Offer Unconditional and
Acceleration of Payment Terms
Perseus is pleased to note that it has declared
the Offer free of all Conditions. The Offer is now
unconditional.
Perseus has also accelerated the payment terms
for the Offer Consideration. This means that all OreCorp
Shareholders who have already Accepted the Offer will be issued the
Offer Consideration within 7 Business Days of this announcement. If
you are an OreCorp Shareholder who has not yet accepted, you will
be paid the Offer Consideration within 7 Business Days of accepting
(if you accept the Offer before the close of the Offer, and all
relevant documents have been received by Perseus and are correctly
completed).
Perseus Chairman and Chief Executive
Officer, Jeff Quartermaine, said:
“We are pleased with the positive response from
OreCorp Shareholders and to be able to declare the Offer
unconditional and best and final. The Offer provides compelling
benefits and value to OreCorp Shareholders, as well as the
opportunity for OreCorp Shareholders to realise certain and
expedited value for their OreCorp Shareholdings.
Senior executives from Perseus are scheduled to
visit Tanzania in the very near future to continue the process of
building relationships in country with key government and industry
stakeholders as well as existing employees and associates of
OreCorp and to prepare the way for the commencement of the
development of the Nyanzaga Gold Project.”
This market announcement was authorised
for release by Jeff Quartermaine, Chairman of the Board of Perseus
Mining Limited.
PERSEUS MINING LIMITEDASX/TSX CODE:
PRUREGISTERED OFFICE:Level 2437 Roberts
RoadSubiaco WA 6008Telephone: +61 8 6144 1700Email:
IR@perseusmining.comwww.perseusmining.com |
|
CONTACTS:Jeff
QuartermaineExecutive Chairman &
CEOjeff.quartermaine@perseusmining.comNathan
RyanCorporate Relations+61 420 582
887nathan.ryan@nwrcommunications.com.au |
1 Capitalised but undefined terms used in this
document have the same meaning given to those terms in Perseus’s
Replacement Bidder’s Statement dated February 16, 2024, as
supplemented by its Supplementary Bidder’s Statements dated March
8, 2024, March 18, 2024, March 25, 2024 and April 5, 2024
(Bidder’s Statement).
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