Perseus Sudan to sell Shark for $260-million (U.S.)

Executive Summary

• Perseus Mining Ltd. has entered into a share purchase agreement to sell its 70% indirect interest in the Meyas Sand Gold Project (MSGP) to Hong Kong Matrix Golden Fortune Mining Ltd. for a total cash consideration of $260 million (U.S.).
• The transaction includes a $10 million deposit received upon signing, with the remaining $250 million payable upon completion, which is scheduled for April 22, 2026.
• Perseus states that the sale allows for the reallocation of internal resources to existing development opportunities and strengthens its balance sheet, with proceeds potentially supporting additional capital returns to shareholders.

Key Details

• Transaction Structure: Perseus Sudan Holdings Pty. Ltd. (wholly owned subsidiary of Perseus) is selling Shark (BVI) Inc., which holds the 70% group interest in the MSGP.
• Buyer: Hong Kong Matrix Golden Fortune Mining Ltd.
• Seller Guarantor: Perseus Mining acts as the seller's guarantor.
• Buyer Guarantee: Obligations of the buyer are guaranteed by Zhejiang Lygend Investment Co. Ltd. (ultimate parent of Matrix Group), a diversified mid-tier mining operator with experience in Indonesia, Central Asia, Africa, and the Pacific Islands.
• Purchase Price: $260 million (U.S.).
• Payment Terms:
  • $10 million (U.S.) deposit received on signing of the Share Purchase Agreement (SPA).
  • $250 million (U.S.) payable on completion.
• Completion Date: Agreed to occur on Wednesday, April 22, 2026.
• Conditions: The sale is on an "as is, where is" basis subject to customary representations and warranties. There are no conditions to completion.
• Strategic Rationale: Perseus conducted a lengthy review of development vs. divestment options. The decision to divest was driven by the protracted armed conflict in Sudan impacting development progress. The sale allows resource reallocation to core assets and growth strategy.
• Financial Impact: Perseus expects to recover the purchase price and expenditure on the project with a book gain. Proceeds will strengthen the balance sheet and may fund capital returns.
• Reserve Impact: Completion will not affect Perseus's reported group Joint Ore Reserves Committee resource and reserve estimates, as MSGP estimates were reported as foreign estimates.
• Advisers:
  • Perseus: Financial adviser is Cutfield Freeman & Co.; legal adviser is Corrs Chambers Westgarth.
  • Matrix Group: Financial adviser is Admiralty Harbour Capital; legal adviser is Zhong Lun Law Firm.

Notable Quotes

• Craig Jones, CEO: "Perseus maintains the view that the MSGP is a high-quality gold project. A strategic review of MSGP was undertaken as a result of the protracted armed conflict in Sudan and its impact on Perseus's ability to progress the development at suitable scale. The sale represents an important step for Perseus in its portfolio optimization and allows allocation of resources to core assets and its growth strategy. Matrix Group is a proven development partner with a vision for the MSGP that aligns with the development goals of Sudan."