ASX-listed Perseus Mining intends to acquire Exore Resources in an all-share transaction by way of scheme of arrangement for approximate A$59.8 million that could see Exore shareholders receive 1 Perseus share for every 12.79 Exore shares held.
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.
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 oz of gold per year with three mines in operation, generating a cash margin of more than US$400/oz from financial year 2022.
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Shareholders of both Perseus and Exore are expected to benefit from the increased strength of the combined entity:
- Exore’s Bagoe project in northern Côte d’Ivoire has a maiden JORC-compliant mineral resource containing 90 000 oz of gold classified as an indicated mineral resource and a further 440 000 oz classified as an inferred mineral resource
- The mineral resources defined at the Bagoe project are within trucking distance of Perseus’s Sissingué gold mine
- Perseus has the financial capacity, technical expertise and in-country experience to advance the Bagoe and Liberty projects as well as explore Exore’s highly prospective 2 000 km2 land package in Côte d’Ivoire.
Exore acquired an 80% joint venture in exploration permits that make up the Bagoe and Liberty projects, which cover 816 km2, from Apollo Consolidated in December 2018. Exore subsequently expanded this position to approximately 2 000 km2 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 0.75 Mt grading at 3.5 g/t for 90 000 oz of gold contained, and inferred mineral resources of 5.85 Mt grading at 2.3 g/t for 440 000 oz of gold contained.
Exore has elected to exercise its pre-emptive right to acquire the remaining 20% interest in the Bagoe and Liberty projects from Apollo for US$4.5 million which, upon completion of that transaction, will result in Exore owning 100% of the Bagoe and Liberty projects. Exore will fund this acquisition from its existing cash.
“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,” says Perseus Mining MD and CEO Jeff Quartermaine.
“Either option provides an opportunity to continue creating value for Perseus’s shareholders.”
Exore Resources MD Justin Tremain says 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,” says Tremain.
The board of Exore has unanimously recommended 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 directors intends to vote in favour of the scheme in respect of all the Exore shares, which they control, subject to those same qualifications.
Exore shareholders will vote on the scheme at a Court-convened shareholder meeting, which is expected to be held in late August or early September 2020. Subject to shareholder approval being obtained and the other conditions of the Scheme being satisfied, the scheme is expected to be implemented in mid-September 2020.