Perseus Mining Delivers Superior Proposal for Predictive Discovery

Executive Summary

• Perseus Mining Ltd. delivered a definitive binding offer to acquire all remaining Predictive Discovery Ltd. shares it does not already own (≈82.2% of outstanding shares) via an Australian scheme of arrangement.
• Consideration is 0.1360 new Perseus ordinary shares per Predictive share, equivalent to A$0.778 per Predictive share – a premium of 24.5% to the closing price and 34.8% to the 10‑day VWAP.
• Perseus also offered an immediate A$37 million loan facility to Predictive to fund any termination fee under the existing Robex agreement, working capital and pre‑development activities.

Key Details

• Current Ownership: Perseus holds 17.8% of Predictive’s ordinary shares.
• Exchange Ratio: 0.1360 Perseus Shares for each Predictive Share.
• Implied Consideration: A$0.778 per Predictive Share (based on Perseus closing price A$5.72).
• Premiums:
• 24.5% to Predictive’s closing price on 2 Dec 2025.
• 34.8% to the 10‑day VWAP up to 2 Dec 2025.
• Scheme Implementation Deed (SID): Delivered to Predictive; becomes binding after completion of Robex matching right process, termination of the Robex Agreement, and countersignature by Predictive. No further pre‑conditions (e.g., due diligence or financing).
• Loan Facility: A$37 million loan offered to Predictive – available immediately for:
• Payment of any termination fee under the Robex Agreement.
• General working capital.
• Pre‑development activities.
• Post‑Transaction Shareholdings (assuming scheme completion):
• Predictive shareholders (excluding Perseus) would own ~18.4% of all issued Perseus shares.
• Scheme Conditions:
• Independent expert opinion that the scheme is in Predictive shareholders’ best interests.
• Standard regulatory approvals, no material adverse change, and court approvals.
• Shareholder approval at a Scheme Meeting – ≥75% of votes cast and majority by number present.
• Robex Matching Right: Robex has a five‑business‑day period (expires 10 Dec 2025) to submit a matching or superior proposal. No action required from Perseus shareholders during this period.
• Advisers:
• Financial: Macquarie Capital (Australia) Ltd; Sternship Advisers Pty Ltd.
• Legal: Corrs Chambers Westgarth; Stikeman Elliot LLP.
• Rationale Highlights (Perseus):
• Strengthens African gold platform and adds the Bankan Gold Project (~249 koz annual production).
• Enhances scale, diversification, and exploration potential in Guinea’s Siguiri Basin.
• Expected to materially boost earnings, cash flow, and production profile.

Notable Quotes

“The Perseus Binding Offer represents a superior proposal that aligns with our strategic vision of building a world‑class African gold platform while delivering significant value uplift for shareholders.” – Craig Jones, Managing Director & CEO, Perseus Mining Ltd.