PERSEUS MINING LIMITED — M&A Activity 2024

Apr 11, 2024

Quay Quarter Tower 50 Bridge Street, Sydney NSW 2000, Australia GPO Box 9925, Sydney NSW 2001, Australia Tel +61 2 9210 6500 Fax +61 2 9210 6611 www.corrs.com.au

12 April 2024

Sydney Melbourne Brisbane Perth Port Moresby

Online lodgement

The Manager Market Announcements Office ASX Limited Level 40, Central Park 152-158 St George’s Terrace PERTH WA 6000

Contacts Andrew Lumsden +61 2 9210 6385 Email: Andrew.Lumsden@corrs.com.au

Dear Sir/Madam

Takeover bid by Perseus Mining Limited (ASX: PRU) for OreCorp Limited (ASX: ORR) – notice of status of defeating conditions

We act for Perseus Mining Limited (ASX: PRU), in relation to its off-market takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) ( Corporations Act ) for all of the current and to be issued ordinary shares in OreCorp Limited (ASX: ORR) ( OreCorp ) ( Offer ).

Capitalised but undefined terms in this letter have the same meaning given as set out in Perseus’s replacement bidder’s statement dated 16 February 2024, as supplemented by its second supplementary bidder’s statement dated 8 March 2024, third supplementary bidder’s statement dated 18 March 2024, fourth supplementary bidder’s statement dated 25 March 2024 and fifth supplementary bidder’s statement dated 5 April 2024 ( Bidder’s Statement ).

We enclose, by way of service on behalf of Perseus pursuant to sections 630(3) and 630(5)(b) of the Corporations Act, a formal notice of the status of defeating conditions to the Offer ( Notice ).

The Notice has been sent to OreCorp Limited.

Yours faithfully

Corrs Chambers Westgarth

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Andrew Lumsden Partner attachments

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12 April 2024

NOTICE UNDER SECTION 630(3) OF THE CORPORATIONS ACT

• To: OreCorp Limited (ASX: ORR)

ASX Limited

This notice is given by Perseus Mining Limited ACN 106 808 986 (ASX: PRU) ( Perseus ) for the purpose of section 630(3) of the Corporations Act 2001 (Cth) ( Corporations Act ) in respect of its takeover offer ( Offer ) for all of the fully-paid ordinary shares in OreCorp Limited ACN 147 917 299) (ASX: ORR) ( OreCorp ) contained in its Replacement Bidder’s Statement dated 16 February 2024, as supplemented by its Supplementary Bidder’s Statements dated 8 March 2024, 18 March 2024, 25 March 2024 and 5 April 2024 ( Bidder’s Statement ).

Capitalised terms in this notice have the same meaning given in the Bidder’s Statement, unless the context requires otherwise.

In accordance with section 630(3) of the Corporations Act, Perseus gives notice that, as at the date of this notice the Offer is free from all Conditions and:

• (a) Condition 1 of Section 10.12 of the Bidder’s Statement (Minimum Acceptance Condition) was fulfilled on 5 April 2024;

• (b) Condition 2 of Section 10.12 of the Bidder’s Statement (No regulatory action Condition) was waived by Perseus on 18 March 2024;

• (c) Condition 3 (no Material Adverse Change Condition) and Condition 4 (no Prescribed Occurrences Condition) of Section 10.12 of the Bidder’s Statement were waived by Perseus on 5 April 2024; and

• (d) based on Offer acceptances received to date, Perseus’s voting power in OreCorp is 79.93%.

Perseus reserves the right to extend the Offer Period where it is entitled to do so under the Corporations Act.

Signed for and on behalf of

Perseus Mining Limited

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Jeffrey Quartermaine Chairman and Chief Executive Officer

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