OreCorp Limited

Perseus Mining Limited (ASX/TSX: PRU) acquired OreCorp (ASX: ORR) in May 2024. For further updates on the development of the Nyanzaga Gold Project, visit Perseus’s social media channels and website: Perseusmining.com

OreCorp Limited has announced a recommendation to accept the amended Perseus proposal following the lapse of the Silvercorp Metals Inc off-market takeover bid (Silvercorp Offer), as outlined in ASIC Form 604 released by Silvercorp today.   As one or more of the defeating conditions of the Silvercorp Offer were not waived or satisfied by the Closing Time (being 7pm (Sydney time) on 22 March 2024), the Silvercorp Offer has now lapsed and acceptances of this Offer have become void.   The OreCorp Board now unanimously recommends that OreCorp Shareholders ACCEPT the amended Perseus proposal, in the absence of a superior proposal. The OreCorp Board notes that no superior proposal has so far emerged.   OreCorp Directors, holding approximately 3.9% of the OreCorp shares intend to accept the amended Perseus proposal.   See the full announcement: https://bit.ly/4ctAsos

OreCorp Limited is pleased to advise that the Tanzanian Fair Competition Commission (FCC) has provided unconditional merger control approval for the proposed change of control of OreCorp associated with the Silvercorp Offer. The Company has now also released its Target's Statement which includes a copy of the Independent Expert's Report prepared by BDO Corporate Finance (WA) Pty Ltd which concludes that the Silvercorp Offer is fair and reasonable to OreCorp shareholders, in the absence of a superior proposal. Each OreCorp Director has now accepted the Silvercorp Offer in relation to all OreCorp shares which they own or control. The OreCorp Board continues to unanimously recommend that OreCorp shareholders ACCEPT the Silvercorp Offer, in the absence of a Superior Proposal and subject to the Independent Expert's Report continuing to conclude that the Silvercorp Offer is reasonable to OreCorp shareholders. Link to Offer update: https://bit.ly/3SoHulh Link to Target’s Statement: https://bit.ly/48UUE0r

OreCorp Limited is delighted to announce that concurrently with termination of the SID it has entered into a Bid Implementation Deed (Bid Implementation Deed) with Silvercorp, pursuant to which Silvercorp has agreed to acquire, by means of an off-market takeover offer, all of the OreCorp Shares not already owned by Silvercorp for consideration comprising 0.0967 common shares of Silvercorp (Silvercorp Shares) and A$0.19 cash per OreCorp Share (the Consideration), currently equivalent to A$0.589 A$0.5893 per OreCorp Share (Silvercorp Offer, or Transaction).   The Silvercorp Offer, which offers the same consideration to that which was being offered under the Scheme, values OreCorp at approximately A$276.5 million and represents an attractive premium of: ▪ 40.1% to the 20-day volume-weighted average price (VWAP) of OreCorp Shares of A$0.420 on the ASX for the period ending 4 August 2023; ▪ 21.8% to the 20-day VWAP of OreCorp Shares of A$0.484 on the ASX for the period ending 22 December 2023; and ▪ 15.5% to the closing price of OreCorp Shares of A$0.51 on the ASX on 22 December 2023.   The OreCorp Board has carefully considered the Silvercorp Offer in consultation with its financial and legal advisors and unanimously recommends that OreCorp shareholders ACCEPT the Silvercorp Offer in the absence of a Superior Proposal and subject to the Independent Expert’s Report concluding, and continuing to conclude, that the Silvercorp Offer is reasonable to OreCorp shareholders.   See the full announcement: https://bit.ly/4axLisB  

Silvercorp Metals Inc. has agreed to increase total implied consideration of A$0.543 per OreCorp share under the Scheme Implementation Deed. This includes a 26.7% increase in cash consideration, a 24.9% premium to the closing price on August 4, 2023, and a 12.0% premium to the closing price on November 21, 2023. Our Board unanimously recommends shareholders vote in favour of the Revised Scheme. The Scheme meeting is scheduled for December 8, 2023. Integration meetings with Silvercorp are underway, and the Tanzanian Fair Competition Commission has provided unconditional approval to the transaction. Silvercorp aims for project implementation and first gold delivery at Nyanzaga towards the end of 2025. Managing Director and CEO Henk Diederichs said: “We are delighted to deliver further value to our shareholders and trust that they will join Nick, Tim, myself and fellow Board members in supporting the OreCorp shareholder vote on 8 December 2023, which is now just over two weeks away.” Read the full ASX Announcement here: bit.ly/40QPGyo #ORR #OreCorp #SilverCorpMetals #Gold #Silver #ASX #ASXNews

We'd like to provide an update on the proposed transaction with Silvercorp Metals Inc. On November 2, 2023, the Scheme Booklet, which included the explanatory statement and notice of the Scheme meeting, was mailed to shareholders. On 9 November 2023, Silvercorp released unaudited financial statements for the six and three-month periods ending 30 September 2023. The independent expert, BDO Corporate Finance, confirmed that the Scheme remains fair and reasonable and in the best interest of OreCorp shareholders based on the September Financial Results. The Independent Expert's conclusion is subject to the full Independent Expert's Report and the Scheme Booklet, and their consent to this announcement's references remains unchanged. The Scheme Meeting for shareholders to vote on a proposed scheme is set for December 8, 2023, at 10:00 am (AWST). The meeting will be held at Level 12, 2 The Esplanade, Perth, and virtually through our share registry platform, Automic. Shareholders are urged to thoroughly review the Scheme Booklet and accompanying materials before deciding on their vote. Questions can be directed to the OreCorp Shareholder Information Line, and those unsure about dealing with the Scheme Booklet are advised to consult their professional advisors promptly. Read the full ASX Announcement here: https://bit.ly/3SHW5tQ #ORR #OreCorp #SilverCorpMetals #Gold #Silver #ASX #ASXNews

We've received unconditional approval from the Tanzanian Fair Competition Commission (FCC) for the proposed transaction with Silvercorp Metals Inc. FCC approval is the only Tanzanian regulatory approval required to complete the proposed transaction. The Scheme remains subject to OreCorp shareholder and court approval, as well as other customary conditions. We'd like to thank the FCC for providing support throughout the approval process. We would also like to express our appreciation to the Honourable Minister of Minerals Anthony Peter Mavunde, Permanent Secretary of Minerals Mr Kheri Mahimbali, the Tanzanian Mining Commission, the Tanzanian Revenue Authority and the office of the Treasury Registrar, all of whom have expressed support throughout the FCC approval process. CEO and Managing Director, Henk Diederichs commented: “We are very pleased that the FCC has provided the necessary approval to Silvercorp and thereby satisfied another condition precedent to the proposed transaction between OreCorp and Silvercorp. The FCC approval is a significant milestone and further demonstrates the constructive working relationship that the Company has with all levels of Government of Tanzania.” The Scheme is progressing well, with the Scheme Booklet being sent to shareholders for their consideration. Shareholders are advised to carefully review the Scheme Booklet and its accompanying materials before voting on the Scheme. If shareholders have any questions or concerns, they can contact the Shareholder Information Line for assistance or consult with their financial or legal advisors. Read the full ASX Announcement here: https://bit.ly/3stcLdB #ORR #OreCorp #SilverCorpMetals #Gold #Silver #ASX #ASXNews