HIGHLIGHTS
- Perseus to acquire 100% of Exore by way of scheme of arrangement in an all-share transaction under which, if implemented, Exore shareholders will receive 1 Perseus share for every 12.79 Exore shares held
- The Scheme delivers compelling value to Exore shareholders:
• Based on Perseus’s 10 trading day VWAP, Scheme Consideration values Exore at a fully diluted equity value ofA$59.8 million 1 orA$0.098 per share
• Based on Perseus’s last closing share price onJune 2, 2020 , Scheme Consideration values Exore at a fully diluted equity value ofA$64.0 million 1 orA$0.105 per share
- At Perseus’s last closing price, the Implied Scheme Consideration represents a premium of:
• 69% to Exore’s closing share price ofA$0.062 onJune 2, 2020
• 78% to the 20 trading day VWAP of Exore ofA$0.059 , up to and includingJune 2, 2020 - This is equivalent to a 56.9% premium based on the 20 trading day VWAP of both companies
- The Exore Board unanimously recommends that Exore shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an Independent Expert’s report concluding that the Scheme is in the best interests of Exore shareholders
- Exore has elected to exercise its pre-emptive right over Apollo’s 20% joint venture interest in the Bagoé and Liberty Projects in northern Côte d’Ivoire for
US$4.5 million to obtain 100% ownership
1 Calculated based on 589,356,105 ordinary shares outstanding, plus 20,616,667 outstanding performance options that are expected to vest and be exercised prior to the record date, plus 5,000,000 options to be cancelled in consideration for Perseus shares
- Shareholders of both Perseus and Exore are expected to benefit from the increased strength of the combined entity
• Exore’s Bagoé project in northern Côte d’Ivoire has a maiden JORC-compliant Mineral Resource containing 90,000 ounces of gold classified as an Indicated Mineral Resource and a further 440,000 ounces classified as an Inferred Mineral Resource
•The Mineral Resources defined at the Bagoé project are within trucking distance of Perseus’s SissinguéGold Mine
• Perseus has the financial capacity, technical expertise and in-country experience to advance the Bagoé and Liberty projects as well as explore Exore’s highly prospective ~2,000km2 land package - Perseus’s offer allows Exore shareholders to retain exposure to Exore’s exploration potential as well as gain exposure to Perseus’s multi-mine, multi-jurisdictional portfolio of profitable mining and development operations, its highly competent technical team and “licence to operate” in
West Africa
Transaction Summary
Perseus and Exore have entered into a Scheme Implementation Deed under which it is proposed that Perseus (or a subsidiary of 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 Bagoé and Liberty Projects from Apollo Consolidated Limited for
The Scheme Consideration of
The Implied Scheme Consideration represents a premium of:
- 69% to Exore’s closing share price of
A$0.062 onJune 2, 2020 ; - 78% to the 20 trading day VWAP of Exore of
A$0.059 , up to and includingJune 2, 2020
Transaction Rationale
Exore holds approximately 2,000 square kilometres of highly prospective land in northern Côte d’Ivoire, near Perseus’s Sissingué
Bagoé JORC 2012 Mineral Resource Estimate1 | |||||||||||||||||||
Cut-Off | Classification | Tonnes (kt) | Gold Grade | Ounces | |||||||||||||||
0.5g/t | Indicated | 950 | 3.0g/t | 90,000 | |||||||||||||||
Inferred | 8,800 | 1.8g/t | 510,000 | ||||||||||||||||
Total | 9,750 | 1.9g/t | 600,000 | ||||||||||||||||
1.0g/t | Indicated | 750 | 3.5g/t | 90,000 | |||||||||||||||
Inferred | 5,850 | 2.3g/t | 440,000 | ||||||||||||||||
Total | 6,650 | 2.5g/t | 530,000 |
Perseus is a multi-mine, multi-jurisdictional explorer, developer and producer of gold with a solid track record of successfully operating in
Perseus Managing Director and CEO
“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
Exore Managing Director
“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 Bagoé 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 Bagoé project. Exore shareholders will also benefit from exposure to Perseus’s existing production and development assets, which provide an exceptional growth profile.”
______________________________
2 Refer to ASX announcement released by Exore on
Exore Board unanimously recommends the Scheme
Benefits to Perseus Shareholders
- Acquisition of shallow relatively high-grade Mineral Resources at Bagoé that remain open for further exploration
- If expanded, the Mineral Resource may be able to be developed in-situ or alternatively, may be economically trucked for processing through the mill at Perseus’s near-by Sissingué
Gold Mine and in the process, extend the life of the Sissingué operation without major capital investment
- Acquisition of a highly prospective 2,000km2 land package in close proximity to Sissingué that is relatively under-explored but known to host geological structures on which several significant gold discoveries have previously been made
Benefits to Exore Shareholders
- The Implied Scheme Consideration represents a significant premium of 69% to last close and 78% to 20 trading day VWAP
- Through Perseus scrip consideration, retain exposure to Exore’s assets and future upside associated with exploration (including the Bagoé and
Liberty Project of which, as mentioned above, Exore will obtain 100% ownership after having exercised its pre-emptive right over Apollo’s 20% interest)
- Benefit from exposure to Perseus’s two producing gold mines and third mine in development (currently on time and on budget for first gold in
December 2020 )
- Benefit from significantly enhanced trading liquidity, scale, and asset diversification
- Benefit from Perseus’s operational experience in
West Africa , with proven success in developing and operating gold mines
- Mitigates development risks including permitting, capex and funding
Details of the Scheme Implementation Deed
The implementation of the Scheme is subject to several conditions, including:
- Exore shareholder approval;
- Court approvals;
- An Independent Expert’s report concluding the Scheme is in the best interests of Exore shareholders and not changing that conclusion;
- There being no Exore Material Adverse Change, Exore Prescribed Occurrence, Perseus Material Adverse Change or Perseus Prescribed Occurrence (each as defined in the Scheme Implementation Deed); and
- Other conditions customary for a transaction of this nature including TSX approval.
The Scheme Implementation Deed contains standard “no shop”, “no talk”, “notification” and “matching rights” provisions, with a reciprocal break fee payable in certain circumstances. The “no talk” obligation is subject to a customary fiduciary carve-out.
A copy of the Scheme Implementation Deed, which includes full details of the conditions to the Scheme, is available on www.asx.com, www.perseusmining.com and www.sedar.com. Perseus intends to rely on the exemption for Eligible Interlisted Issuers in Section 602.1 of the TSX Company Manual in connection with the transaction.
Indicative Timetable
A scheme booklet containing information relating to the proposed acquisition, reasons for the directors’ recommendation, an Independent Expert’s report and details of the Scheme meeting will be prepared and provided to Exore shareholders in due course.
Exore shareholders will then be able to vote on the Scheme at a Court-convened shareholder meeting, which is expected to be held in late August or early
Subject to shareholder approval being obtained and the other conditions of the Scheme being satisfied, the Scheme is expected to be implemented in
These dates are indicative only and may change.
Advisors
Perseus has appointed Sternship Advisers as financial advisor and Corrs Westgarth Chambers as legal advisor.
Exore has appointed
Investor Call
A video conference on the transaction will be held for the investment community on
https://us02web.zoom.us/webinar/register/WN_oqu3MISzTfaCAcV5qnMYxQ
The Investor Presentation will be available via the
This announcement has been approved for release by the Boards of Perseus and Exore.
For further information, please contact:
Managing Director: | jeff.quartermaine@perseusmining.com | |
Chief Financial Officer: | Elissa.brown@perseusmining.com | |
General Manager BD & IR: | andrew.grove@perseusmining.com | |
Media Relations: | nathan.ryan@nwrcommunications.com.au ( | |
Exore Competent Person Statement: This announcement includes information that relates to Exore’s mineral resources, ore reserves and exploration results. This information was prepared by and is the responsibility of Exore only. It is extracted from Exore’s announcement dated
These announcements are available to view on www.exoreresources.com.au. These announcements set out the key assumptions, mining and processing parameters and methods used to prepare the estimates. Exore confirms that it is not aware of any new information or data that materially affect the information in those market releases and that all material assumptions underpinning those estimates and the production targets, or the forecast financial information derived therefrom, continue to apply and have not materially changed.
Perseus has not undertaken sufficient work to independently verify Exore’s mineral resources, and further evaluation work and appropriate studies will be done by Perseus following completion of the Transaction.
Perseus Competent Person Statement:
All production targets for the Edikan and Sissingué Gold Mines referred to in this report are underpinned by estimated Ore Reserves which have been prepared by competent persons in accordance with the requirements of the JORC Code. The information in this report that relates to Mineral Resources and Ore Reserves for the Esuajah North deposit at the
The information in this report that relates to Mineral Resources and Ore Reserves for Sissingué was first reported by the Company in compliance with the JORC Code 2012 and NI43-101 in a market announcement released on
The information in this report in relation to Yaouré Mineral Resource and Ore Reserve estimates was first reported by the Company in compliance with the JORC Code 2012 and NI43-101 in a market announcement on
Caution Regarding Forward Looking Information: This report contains forward-looking information which is 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 Perseus believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Assumptions have been made by Perseus regarding, among other things: the price of gold, continuing commercial production without any major disruption due to the COVID-19 pandemic or otherwise, development of new mines, the receipt of required governmental approvals, the accuracy of capital and operating cost estimates, the ability of Perseus to operate in a safe, efficient and effective manner and the ability of Perseus 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 Perseus. Although management believes that the assumptions made by Perseus 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 Perseus 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, as well as those factors disclosed in Perseus’s publicly filed documents. Perseus believes that the assumptions and expectations reflected in the forward-looking information are reasonable. Assumptions have been made regarding, among other things, Perseus’s ability to carry on its exploration and development activities, the timely receipt of required approvals, the price of gold, the ability of Perseus to operate in a safe, efficient and effective manner and the ability of Perseus to obtain financing as and when required and on reasonable terms. 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.
Source:
2020 GlobeNewswire, Inc., source