PERSEUS MINING LIMITED — M&A Activity 2020

Aug 30, 2020

ASX Release 31 August 2020 ASX: ERX

Corporate Directory

Non-Executive Chairman Mr John Fitzgerald

Managing Director Mr Justin Tremain

Non-Executive Director Mr Travis Schwertfeger

Company Secretary & CFO Mr Trevor O’Connor

Exploration Manager Mr Elliot Grant

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Correction to Scheme Implementation Deed (typographical)

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Exore Resources Ltd (ABN 16 009 146 794) (‘ Exore ’ or the ‘ Company ’ | ASX: ERX ) refers to the scheme of arrangement ( Scheme ) for the proposed acquisition of 100% of the issued share capital of Exore by Perseus Mining Limited ( Perseus ).

Exore and Perseus have agreed to vary the Scheme Implementation Deed dated 3 June 2020 ( SID ) (see attached) to correct a typographical error, being that the reference to “Exore”, where that reference appears in clause 9.2(b)(ii) of the Scheme, as contained in:

• Attachment B to the SID released to ASX on 3 June 2020; and

• Attachment C to the Scheme Booklet released to ASX on 4 August 2020,

should have instead been a reference to “Perseus”.

Contact Details ACN 009 146 794 50 Ord Street West Perth WA 6005

PO BOX 71 West Perth WA 6872 T: +61 8 6117 0446 E: info@exoreresources.com.au W: www.exoreresources.com.au

@ExoreResources

This typographical error also appeared in the description of clause 9.2(b)(ii) in section 10.19 (p 169) of the Scheme Booklet.

The effect of the corrected clause 9.2(b)(ii) of the Scheme (with the typographical correction underlined for ease of reference) is:

“… that all Scheme Shareholders, including those who vote against the Scheme and those who do not vote, will be deemed to have warranted to Perseus and Exore on the Implementation Date (and appointed Exore as its attorney and agent to warrant to Perseus on the Implementation Date) that their Exore Shares are fully paid, not subject to any of the encumbrances specified in that clause and that they have full power and capacity to transfer their Scheme Shares to Perseus together with any rights attaching to those shares.”

The correction ensures consistency with the other disclosure that has been made to shareholders in connection with the Scheme.

This announcement has been authorised for release by Exore’s Managing Director, Justin Tremain.

For further information, please contact: Justin Tremain Managing Director +61 8 6117 0446

If you have questions regarding the number of Exore shares you hold or how to vote please contact the Exore share registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) Monday to Friday between 9:00am and 5:00pm (WST).

Second Deed of Variation to the Scheme Implementation Deed

• Date: 31 August 2020

Parties

• 1 Perseus Mining Limited (ACN 106 808 986) of Level 2, 437 Roberts Road, Subiaco WA 6008 ( Perseus )

• 2 Exore Resources Limited (ACN 009 146 794) of 50 Ord Street, West Perth WA 6005 ( Exore )

Background

Perseus and Exore entered into a scheme implementation deed on 3 June 2020 ( SID ), as amended by a deed of variation between Perseus and Exore on 27 July 2020 ( Deed of Variation ). Clause 16.6 of the SID provides that the SID may only be varied by a document signed by or on behalf of the parties. The parties have agreed to amend the SID on the terms of this deed.

The parties agree

1 Definitions and interpretation

In this deed, a word or phrase defined in the SID has the same meaning as in the SID. Clause 2 of Schedule 1 of the SID applies to this Deed.

2 Amendment of the SID

2.1 Amendment

With effect on and from the date this deed is executed clause 9.2(b)(ii) of the Scheme, being attachment B to the SID and attachment C to the Scheme Booklet, is amended by deleting “ Exore ” and replacing that word with “ Perseus” .

2.2 Confirmation and acknowledgement

On and with effect from the date of this deed, each party is bound by the SID as amended and restated by this deed.

Each party acknowledges that this deed is issued in accordance with the SID.

3 General

3.1 Governing law and jurisdictions

This deed is governed by the law applying in Western Australia. Each party irrevocably submits to the nonexclusive jurisdiction of the courts of Western Australia, and courts competent to hear appeals from those courts.

3.2 Counterparts

This deed may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

3.3 Entire agreement

This deed, together with the SID and the Deed of Variation, constitute the entire agreement between the parties and its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.

3.4 Variation

This deed may only be varied by a document signed by or on behalf of each of the parties.

Gilbert + Tobin

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John Fitzgerald

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