On February 27, 2022, Perseus Mining Limited has agreed to acquire all outstanding shares of Orca Gold Inc. not currently held by them in a transaction valued at approximately $233 million. This acquisition, which Perseus will carry out through a statutory plan of arrangement under the Canada Business Corporations Act, involves an exchange of 0.56 Perseus shares for each Orca share. The deal represents a 62.9% premium on Orca’s last closing price, with total consideration comprising $198 million in Perseus shares and $17 million previously paid in cash for an initial 15% stake in Orca.

Orca shareholders are set to own about 9.1% of Perseus's enlarged share capital post-acquisition. The arrangement has received unanimous support from Orca’s Board, with directors, officers, and major shareholders who together control 37% of Orca’s voting rights having entered voting support agreements. This acquisition is aligned with Perseus’s strategy to enhance its asset portfolio across Africa, adding Orca’s significant Block 14 Project in Sudan and an indirect interest in the Koné Gold Project in Côte d’Ivoire.

Financial advisory for Perseus is provided by Sternship Advisers, with legal counsel from Fasken Martineau LLP in Canada and Corrs Westgarth Chambers in Australia. BMO Capital Markets is advising Orca, with legal representation from Blake, Cassels & Graydon LLP. The transaction is expected to close in early June 2022, following a shareholder meeting in May and requisite approvals from courts and regulatory bodies.