Perseus Mining Ltd (ASX:PRU, TSX:PRU, OTC:PMNXF) has gained 51.03% of the current and to be issued ordinary shares in OreCorp Ltd and has declared its off-market takeover offer is now unconditional and ‘best and final’ in the absence of a competing proposal.
As a result, Perseus will not increase the current offer consideration of $0.575 per OreCorp share and has declared the offer free of all conditions.
OreCorp holds the pre-development Nyanzaga Gold Project in Tanzania, which is now in line to come under Perseus Mining’s wing and add to its suite of producing, pre-development and exploration assets in Africa.
“Pleased with response”
Perseus chairman and chief executive officer Jeff Quartermaine said: “We are pleased with the positive response from OreCorp shareholders and to be able to declare the offer unconditional and best and final.
“The offer provides compelling benefits and value to OreCorp shareholders, as well as the opportunity for OreCorp shareholders to realise certain and expedited value for their OreCorp shareholdings.
"Senior executives from Perseus are scheduled to visit Tanzania in the very near future to continue the process of building relationships in country with key government and industry stakeholders as well as existing employees and associates of OreCorp and to prepare the way for the commencement of the development of the Nyanzaga Gold Project.”
Accelerated payment terms
Perseus has accelerated the payment terms for the offer consideration and all OreCorp shareholders who have already accepted the offer will be issued the offer consideration within seven business days.
In a statement, OreCorp said: “The OreCorp board maintains its unanimous recommendation that OreCorp shareholders ACCEPT the offer without delay in respect of your OreCorp shares, in the absence of a superior proposal. The OreCorp board does not anticipate any superior proposal emerging.”
Board changes
OreCorp said that it was actively working with Perseus to transition the OreCorp board and management team.
Perseus said it appreciated the collaborative relationship it had developed with OreCorp and intended to appoint representatives to the OreCorp Board and management team including chairman Jeff Quartermaine and chief executive officer & managing director Lee-Anne de Bruin.
In conjunction with these appointments, a number of the current OreCorp board members will step down. Once implemented, these changes will ensure the majority of directors on the OreCorp board are Perseus’s nominees.
Perseus management change
The company advises that its chief operating officer (COO) David Schummer will resign with effect from September 30, 2024, to pursue new employment opportunities located closer to his family in North America.
Schummer has agreed to remain in his role until the end of September to manage a number of strategic work streams that are underway at the mine sites and to assist with the smooth transition to his successor.
The process to select and appoint a new COO will begin immediately with consideration being given to both internal and external candidates for the role.
Quartermaine said: “On behalf of the Perseus Board and our employees, I would like to thank Dave for his commitment and dedication to Perseus and our operations, and for his contribution in addressing a number of operational challenges. We wish Dave and his family all the best for the future.
"We will commence the search for a new COO immediately and look forward to Dave’s support in ensuring a smooth transition over the coming months.”