Perseus Mining Limited (ASX:PRU) (Perseus) refers to its recommended off-market takeover offer (Offer) to acquire all of the fully paid ordinary shares in OreCorp Limited (OreCorp) contained in its replacement bidder's statement dated 16 February 2024, as supplemented on 8 March 2024, 18 March 2024, 25 March 2024 and 5 April 2024 (Bidder's Statement).

As at the date of this announcement, Perseus had a Relevant Interest in 94.99% of OreCorp's Shares. OreCorp Shareholders should Accept the Offer now in respect of Your OreCorp Shareholders.

Closing Date of the Offer and Compulsory Acquisition The Offer will close at 7.00pm (Sydney time) on 19 April 2024 and will not be extended further. As a result of having a Relevant Interest in greater than 90% of OreCorp's Shares, Perseus will now proceed to acquire the remaining OreCorp Shares under the compulsory acquisition provisions of the Corporations Act 2001 (Cth) (Corporations Act). The compulsory acquisition of OreCorp Shares will be on the same terms as the Offer, that is, A$0.575 for every OreCorp Share. The compulsory acquisition process, which is subject to the Corporations Act, is likely to take approximately 4 to 6 weeks, but may take longer in some circumstances. OreCorp Shareholders who have not yet accepted the Offer may still, and are urged to, do so before the Offer closes at 7.00pm (Sydney time) on 19 April 2024 in order to receive their Offer Consideration within 7 Business Days of their Acceptance being processed. Otherwise, their OreCorp Shares will be compulsorily acquired and they will have to wait at least four weeks to receive their Offer Consideration. OreCorp Shareholders should also be aware that they may not be able to sell their OreCorp Shares on-market after 29 April 2024, which is when trading in OreCorp Shares on ASX is likely to be suspended in accordance with ASX Listing Rule 17.

by way of service pursuant to section 661B(1)(d) of the Corporations Act, a copy of ASIC Form 6021 - Notice of compulsory acquisition following takeover bid in respect of OreCorp Shares (Share Notice) and a sample letter of the accompanying letter to be sent to the remaining OreCorp Shareholders attaching the Share Notice.

The compulsory acquisition notice sets out the compulsory acquisition procedure and the remaining OreCorp Shareholders' rights. The compulsory acquisition notice has been lodged with the Australian Securities and Investment Commission today and will be dispatched to OreCorp Shareholders who have not accepted the Offer as required under the Corporations Act.

Acceptance of the Offer

Acceptance Forms have been provided to all OreCorp Shareholders. OreCorp Shareholders who hold their OreCorp Shares through CHESS can instruct their broker to accept the Offer on their behalf. Please note that OreCorp Shareholders may also post original documents in accordance with the instructions set out in the Acceptance Form.

Contact:

Roberts Road Subiaco

Tel: +61 8 6144 1700

Email: IR@perseusmining.com www.perseusmining.com

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