Perseus Mining Limited (ASX:PRU ) (TSX:PRU) is pleased to announce that it has agreed to acquire a 15% interest in Orca Gold Inc from Resolute Mining Limited. Orca is a gold developer, listed on the TSX Venture Exchange. Its key assets include a 70% interest in the Block 14 Gold Project in northern Sudan and a 31.5% interest in Montage Gold Corp, which owns the Koné Gold Project in northern Côte d’Ivoire.

Perseus has agreed to acquire 39,092,233 million common shares in Orca from RSG representing 15% of Orca’s common shares on issue (the “RSG Share Acquisition”). The RSG Share Acquisition was executed at a price of approximately 44.8 Canadian cents per Orca share representing the 10-day VWAP of Orca on the TSX-V to January 28, 2022. Total consideration for the RSG Share Acquisition is approximately C$17.5 million. Prior to the RSG Share Acquisition, Perseus held no common shares or other securities of Orca.

Simultaneous with the RSG Share Acquisition, Perseus has agreed to provide Orca with a US$5.0 million short term loan facility (the “Orca Loan Facility”). Orca plans to use the loan for working capital and for further exploration and development activities at Block 14. The Orca Loan Facility matures on June 30, 2022 with interest charged at a rate of 7.5% per annum.

Prior to the RSG Share Acquisition Perseus has engaged in exclusive discussions with Orca with respect to a possible change of control transaction whereby Perseus would acquire all the outstanding securities of Orca. Orca potentially provides Perseus with exposure to two highly prospective assets with significant resource bases and is consistent with Perseus’ strategy of building a platform of long life, highly profitable African gold assets.

While the discussions regarding a possible transaction with Orca are continuing, any change of control transaction would be subject to, among other matters, the completion of outstanding due diligence including an assessment of the geopolitical situation in Sudan by Perseus and reaching agreement with Orca on definitive terms. As a result, there can be no assurance that any such transaction will be completed. Depending on market conditions and other factors, Perseus may, from time to time in the future, increase or decrease its direct or indirect ownership, control or direction over securities of Orca through market transactions, private agreements, subscriptions from treasury or otherwise.

The RSG Share Acquisition and Orca Loan Facility together demonstrate the Company’s intent on working collaboratively with Orca and the Government of Sudan to potentially progress an exciting development opportunity.

Perseus’s Managing Director and CEO Jeff Quartermaine said:

“The acquisition of the 15% interest in Orca provides Perseus with a pivotal position in Orca that gives us a platform from which to further evaluate what appears to be a very exciting potential growth opportunity.

Perseus has recently achieved an annualised gold production rate of 500,000 ounces of gold per year from its three existing operating mines, and while it expects to be able to maintain this level of production based on exploration success around its existing gold mines, we are always seeking to identify value accretive inorganic growth opportunities. We believe that Orca could represent such an opportunity.”

OVERVIEW OF ORCA

Orca is a TSX-V 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 for information in relation to the Mineral Resource and Reserve estimates prepared by Orca for Block 14. Orca also announced completion of a feasibility study on the Block 14 Project in September 2020.

Orca also owns a 31.5% interest in TSX-V listed Montage who is nearing completion of a definitive feasibility study at its cornerstone Koné Gold Project located in Côte d’Ivoire. Please refer to Montage’s website for information relating to the Mineral Resource estimates completed by Montage on the Koné Gold Project.

A copy of the early warning report required to be filed with the applicable securities commissions in connection with this transaction will be available on SEDAR at www.sedar.com and can be obtained by contacting Perseus’s Company Secretary Martijn Bosboom at +61 8 6144 1700. Orca’s head office is at 2000 – 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8, Canada.

Perseus is being advised by Sternship Advisers.