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

Mr. Craig Jones reports PERSEUS ANNOUNCES SALE OF INTEREST IN MEYAS SAND PROJECT Perseus Mining Ltd.'s wholly owned subsidiary, Perseus Sudan Holdings Pty. Ltd., has entered into a share purchase agreement to sell Shark (BVI) Inc., which indirectly holds Perseus's 70-per-cent group interest in the MSGP, to Hong Kong Matrix Golden Fortune Mining Ltd. for cash consideration of $260-million (U.S.). Perseus Mining acts as the seller's guarantor in the transaction. The MSGP has been sold on an as is, where is basis subject to customary representations and warranties. There are no conditions to completion of the transaction. The $260-million (U.S.) purchase price comprises a $10-million (U.S.) deposit, which was received on signing of the SPA and a payment of $250-million (U.S.) payable on completion of the transaction, which is agreed to occur on Wednesday, April 22, 2026. The obligations of the buyer under the SPA are guaranteed by the ultimate parent entity of the Matrix Group, Zhejiang Lygend Investment Co. Ltd. Lygend Investment is a diversified mid-tier mining operator with extensive investment and operational experience in Indonesia. Lygend Investment holds leading cost positions in both HPAL and RKEF nickel production, and is rapidly expanding its presence in other metals across central Asia, Africa and the Pacific Islands. Perseus acquired the MSGP through the 100-per-cent purchase of Orca Gold Inc. in May, 2022. The purchase price to be received from the buyer ensures Perseus recovers the purchase price and its expenditure on the project with a book gain. This transaction comes after a lengthy review of the MSGP, which included consideration of both development and divestment options. Perseus has formed the view that divestment of the MSGP is the best option for Perseus at this time. Divestment of the MSGP allows for the reallocation of internal resources to Perseus's existing internal development opportunities. Proceeds will further strengthen Perseus superior balance sheet along with consideration of additional capital returns to shareholders. As the MSGP resource and reserve estimates had been reported by Perseus as a foreign estimate, completion of the transaction will not affect Perseus's reported group Joint Ore Reserves Committee resource and reserve estimates. Perseus's chief executive officer, Craig Jones, said: "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." Cutfield Freeman & Co. is acting as financial adviser, and Corrs Chambers Westgarth is acting as legal adviser to Perseus on the transaction. Admiralty Harbour Capital is acting as financial adviser, and Zhong Lun Law Firm is acting as legal adviser to Matrix Group on the transaction. We seek Safe Harbor.