Perseus Mining Limited (ASX:PRU) entered into a scheme implementation deed to acquire Exore Resources Limited (ASX:ERX) for AUD 61.7 million on June 3, 2020. Under the terms of transaction, Perseus will acquire all the issued share capital of Exore and the consideration is to be paid in the form of new shares in Perseus with each Exore shareholder receiving 1 Perseus share for every 12.79 Exore shares held. Perseus will pay the relevant fraction of the proceeds to each small shareholder. Exore has elected to exercise its pre-emptive right over Apollo's 20% joint venture interest in the Bagoe and Liberty Projects in northern Côte d'Ivoire. Perseus may nominate any wholly owned subsidiary of Perseus to acquire the scheme shares under the scheme by giving written notice to Exore on or before the date that is 15 business days before the first court date. Exore must pay to Perseus and Perseus must pay to Exore, without set-off or withholding, a break fee of AUD 0.6 million within 10 business days of certain events taking place. Exore will appoint new members in Exore Board once the transaction is complete.

Transaction is subject to court approval, regulatory approval and other conditions. The transactions have certain exclusivity like Customary deal protection mechanisms, including “no shop”, “no talk” and “no due diligence”, plus notification and matching rights in the event of competing proposal and Mutual break fee may be payable in certain circumstance. The transaction is also subject to listing/approval of new shares on stock exchange and Exore's cash balance is above AUD 2 million on the second court date. The transaction is also conditional upon the 20% interest in the Bagoe and Liberty Projects referred to above being transferred to or becoming held for Exore. The shareholders meeting is scheduled for September 10, 2020 to vote the transaction. Exore will now apply to the Supreme Court of Western Australia for orders to approve the Scheme at a hearing on September 15, 2020. If Scheme is approved by the Court, Exore expects to lodge the Court orders approving the Scheme with the Australian Securities and Investments Commission on September 16, 2020. The Board of Exore unanimously recommend 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. On August 4, 2020, the transaction was approved by the Supreme Court of Western Australia, unanimous approval from the Board of Directors of Exore and BDO Corporate Finance (the independent expert) concluded that the scheme is in the best interests of Exore shareholders. Shareholders of Exore Resources approved the transaction in scheme meeting held on September 10, 2020. Exore and Perseus expect the remainder of the conditions to the Scheme to be satisfied or waived in due course. As of September 15, 2020, the scheme was approved by the Supreme Court of Western Australia. The transaction is expected to close in mid of September 2020. The transaction is expected to close by the end of September 2020. As of September 15, 2020, the transaction is expected to close on September 16, 2020. The scheme record date is September 18, 2020. Scheme implementation date is September 25, 2020.

Sternship Advisers Pty Ltd acted as financial advisor and Corrs Westgarth Chambers acted as legal advisor to Perseus Mining Limited. Hartleys Limited acted as financial advisor to Exore and will receive a fee of AUD 0.75 million. Jamie Ammendolea, Wes Bainbridge, Tim O'Leary, Gabrielle Sumich and Sarah Turner of Gilbert + Tobin acted as legal advisors to Exore and will receive a fee of AUD 0.3 million. Automic acted as registrar to Exore and will receive a fee of AUD 2,000. CSA Global Pty Ltd. acted as an independent technical expert to Exore and received a fee of AUD 0.04 million. Mining Services & Consulting acted as legal advisor to Exore and received a fee of AUD 2,000. BDO Corporate Finance acted as an independent expert to Exore and will receive a fee of AUD 0.04 million.