Mr. Jeff Quartermaine reports

PERSEUS MINING ANNOUNCES INTENTION TO MAKE TAKEOVER BID FOR ORECORP LTD

• Perseus Mining Ltd. intends to make an off-market takeover offer for all of the issued shares in OreCorp Ltd. that it does not already own for cash consideration of 55 Australian cents per OreCorp share.
• Full details of the Perseus offer will be contained within a bidder's statement that is expected to be lodged with the Australian Securities and Investments Commission, provided to OreCorp and released to the Australian Securities Exchange prior to the end of January, 2024.
• This offer to OreCorp's shareholders is valued at a 4.0-per-cent premium to the currently implied value of a takeover offer made by Silvercorp Metals Inc., as announced to the ASX on Dec. 27, 2023, and as amended on Jan. 16, 2024.
• The conditions of the offer are materially the same as those of the Silvercorp takeover, including being conditional on acquiring 50.1 per cent of OreCorp ordinary shares.
• Perseus's offer, unlike the Silvercorp takeover, provides OreCorp shareholders the certainty of receiving a cash payment equal to 100 per cent of the stated value of the consideration for their shares.
• OreCorp's shareholders who wish to accept Perseus's offer, once made, should not accept the Silvercorp takeover as shareholders who accept the Silvercorp takeover will be unable to accept Perseus's offer. OreCorp shareholders do not need to take any action at this time but should be guided by Perseus's bidder's statement, which will be provided to OreCorp shareholders before the end of January, 2024.

Perseus's executive chairman and chief executive officer, Jeff Quartermaine, said: "Perseus has put this new offer directly to OreCorp shareholders on the basis that it represents a compelling opportunity for the shareholders of both OreCorp and Perseus.

"The acquisition of OreCorp's shares aligns with Perseus's growth strategy of building an asset portfolio comprised of geopolitically diverse, high-quality gold assets located on the African continent. At the same time, this offer is demonstrably superior to the Silvercorp takeover in terms of price, based on recent Silvercorp trading, and in terms of consideration certainty, being an all cash. In other words, it would ensure that OreCorp's shareholders receive full value and certainty for their shares in OreCorp.

"Perseus has the financial capacity, technical expertise and in-country relationships required to optimally develop OreCorp's Nyanzaga gold project and bring the gold mine into production. This development would enable Perseus to continue to deliver on its corporate mission of creating material benefits for all of our stakeholders, including the government and people of Tanzania.

"If the acquisition is completed, Perseus will have three operating mines producing gold at a rate of over 535,000 ounces per year in [fiscal] 2023 and two high-quality development projects that, when brought on stream, as intended, will enable Perseus to maintain or exceed that targeted production level well into the next decade."

Perseus offer

Perseus intends to acquire the OreCorp shares by way of an off-market takeover offer, with OreCorp shareholders receiving cash consideration of 55 Australian cents per OreCorp share. The offer implies a total OreCorp equity value of approximately $258-million (Australian).

The offer will be financed from Perseus's existing cash and bullion reserves, which amounted to $594-million (U.S.) as at Sept. 30, 2023.

This offer is also subject to a 50.1-per-cent minimum acceptance condition and other customary conditions that are no less favourable than the Silvercorp takeover. Perseus reserves the right to waive some or all of these conditions.

Perseus intends to submit its requisite approval forms to relevant Tanzanian government agencies for this transaction early this week. Perseus has recently met with the Tanzanian government and, based on these discussions, does not foresee any challenges in obtaining the requisite approvals in a timely manner.

Further details on the Perseus offer will be contained within a bidder's statement, which is expected to be lodged with the ASIC, provided to OreCorp and released to the ASX prior to the end of January, 2024.

Relative value and consideration certainty

The attached table compares the value of Perseus's all-cash offer with the Silvercorp takeover.

The Silvercorp share price, and therefore the Silvercorp takeover consideration, has demonstrated significant volatility since the original offer was made. As such, there is no certainty as to the value of the Silvercorp takeover consideration at the time OreCorp shareholders would receive their shares.

Furthermore, if Silvercorp is the successful bidder for OreCorp, there is a material risk of Silvercorp share price downside relative to the current Silvercorp share price, if a large number of OreCorp shareholders wish to sell the Silvercorp shares received, to obtain cash consideration. Shareholders who are not residents of Canada or the United States where Silvercorp currently trades will also be exposed to foreign exchange risk.

To this point, Perseus notes that it was able to secure 19.9 per cent of OreCorp's shares at a price of 52.5 cents in November, 2023, with a key driver for many of the sellers of OreCorp shares being a preference for cash consideration as opposed to Silvercorp shares if Silvercorp were successful.

Receiving Silvercorp shares introduces risk exposure for OreCorp shareholders, including to:

• Foreign listing and exchange risk/complexity (no existing ASX listing and noting that the New York Stock Exchange listing is not the main NYSE board but rather the smaller NYSE American Exchange);
• Commodity risk outside of gold, including base metals being lead and zinc;
• Jurisdictional risks outside of Africa; in particular, the risk stated in the replacement bidder's statement dated Jan. 16, 2024, is relevant and material, including: "The Chinese government currently allows foreign investment in certain mining projects under central government guidelines. There can be no assurance that these guidelines will not change in the future."

These risks are exacerbated if Silvercorp is successful in acquiring OreCorp given:

• Silvercorp does not currently have sufficient financing to finance the development of the Nyanzaga gold project. This introduces financing execution and cost risk, including potential dilution with equity raisings and/or high-cost debt/royalties. The government of Tanzania highlighted to Perseus the complexity that external project debt financing would have with respect to its interest in the project, particularly if debt financing requires security. Silvercorp has also stated that $22.7-million (U.S.) of capital gain tax may be payable under Tanzanian legislation upon completion of an acquisition of OreCorp.
• Notwithstanding Silvercorp's assertions regarding the potential quantum of change of control tax payable on completion of the Silvercorp takeover, there remains considerable uncertainty as to the tax outcome and thus Silvercorp's ability to finance this tax liability along with the cost of development of the Nyanzaga gold project.
• Silvercorp has no experience in developing or operating gold projects in Africa. and
• Silvercorp has outlined the possibility of shrinking OreCorp's Nyanzaga gold project, at least in the first few years. Based on Perseus's significant experience of developing and operating gold mines in Africa, Perseus believes that this could have a negative impact on the investment returns of the Nyanzaga gold project, which are especially important to its stakeholders, including the government and people of Tanzania.

Perseus believes that the above concerns regarding the risks associated with Silvercorp shares, and particularly the material potential selling by OreCorp shareholders of the Silvercorp shares received that may occur if the Silvercorp takeover were successful, are reflected in the inverse relationship between Silvercorp share price and the perceived probability of the Silvercorp takeover proceeding. This may also reflect a general lack of support from Silvercorp shareholders for the Silvercorp takeover.

The Silvercorp share price and therefore value of Silvercorp takeover consideration: (i) fell materially postannouncement of the previous scheme of arrangement with OreCorp; then (ii) increased following the announcement of Perseus's 19.9-per-cent ownership interest in OreCorp and lack of support for the scheme; and (iii) fell upon Silvercorp announcing the Silvercorp takeover.

Silvercorp share price over time

Given the above trend, any appreciation in Silvercorp shares following the announcement of this offer should be scrutinized by OreCorp shareholders to ascertain whether it demonstrates an increase in value or whether it is attributable to a reduced probability of success for the Silvercorp takeover that would unwind if the Silvercorp takeover is ultimately successful.

Indicative timetable

Perseus is well advanced on its bidder's statement, and if OreCorp consents to opening the offer after service of Perseus's bidder statement, Perseus's offer could be open within the next two weeks.

OreCorp shareholders who wish to accept Perseus's offer once made should not accept the Silvercorp takeover. Shareholders who accept the Silvercorp takeover will be unable to accept Perseus's offer. Accordingly, OreCorp shareholders do not need to take any action at this time.

Overview of OreCorp

OreCorp is an emerging mineral development company listed on the Australian Securities Exchange under the code ORR. OreCorp's key project is the Nyanzaga gold project in northwestern Tanzania.

The special mining licence (SML) for the project was granted on Dec. 13, 2021, and framework and shareholders agreements were subsequently signed with the government of Tanzania. The SML was granted to the new joint venture company, Sotta Mining Corp. Ltd., for an initial term of 15 years. OreCorp holds an 84-per-cent interest in SMCL through its wholly owned subsidiary, Nyanzaga Mining Company Ltd. The treasury registrar of the GoT holds the 16-per-cent free carried interest in SMCL in accordance with the Mining Act. Following the grant of the SML, OreCorp announced the results of its definitive feasibility study in August, 2022.

Overview of Perseus

Perseus is an Australian Securities Exchange- and Toronto Stock Exchange-listed mining company, with a market capitalization of approximately $2.45-billion (Australian).

Perseus currently operates three gold mines in West Africa, including Yaoure and Sissingue in Ivory Coast and Edikan in Ghana, and has been preparing for the development of a fourth mine (Meyas Sand gold project) in Sudan. In fiscal 2023, Perseus produced more than 535,000 ounces of gold at a weighted-average all-in sustaining cost of approximately $960 (U.S.) per ounce.

Perseus has embarked on an organic growth program focused on known deposits and targets located near its existing mining operations and existing infrastructure. Perseus expects this program will materially increase Perseus's mineral reserve and resource inventory and enable Perseus to maintain existing production rates until toward the end of the decade. In addition, Perseus continues to assess and, where considered commercially appropriate, acquire other shareholder wealth-creating opportunities to complement its organic growth.

Perseus has a demonstrated record of responsibly and sustainably managing its business generally in line with international standards and principles as clearly documented in its 2023 sustainability report. Its social licence to operate in Ghana, Ivory Coast and Sudan is evidenced by the close co-operation between Perseus and its host governments and communities.

Perseus's board and management team are experienced in gold exploration, project development and operating gold mines in Africa, and as Perseus's record demonstrates, it has the available internal resources and capabilities together with external relationships to efficiently finance and manage new development projects.

Advisers

Perseus is being advised by Sternship Advisers and Euroz Hartleys Ltd. as financial advisers and by Corrs Westgarth Chambers as Australian legal counsel.

We seek Safe Harbor.