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PERSEUS MINING LIMITED Major Shareholding Notification 2024

Apr 16, 2024

46513_rns_2024-04-16_10e379c5-d33f-4a9e-ba22-fc2eb3bf16ff.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme OreCorp Limited (ASX: ORR) ( OreCorp ) ACN/ARSN ACN 147 917 299

1. Details of substantial holder (1)

Name Perseus Mining Limited (ASX/TSX: PRU) ( Perseus ) and each of the entities listed in Annexure A ACN\ARSN (if applicable) ACN 106 808 986 There was a change in the interests of the substantial holder on 16/04/2024 The previous notice was given to the company on 12/04/2024 The previous notice was dated 12/04/2024

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4) Previousnotice Previousnotice Presentnotice Presentnotice
Person’svotes Voting power(5) Person’svotes Voting power (5)
Fully paid ordinary shares 378,396,552 79.93% 403,512,271 85.23%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme, are as follows:

Date of change Person whose
relevant interest
changed
Nature of change (6) Consideration given in relation to change
(7)
Class and
number of
securities
affected
Person’s votes
affected
16/04/2024 Perseus Increase in relevant
interest as a result of
acceptances of offers
made under an off-
market takeover bid
pursuant to the
replacement bidder’s
statement dated 16
February 2024, as
replaced or
supplemented
(Offers) by Perseus
for all issued ORD
securities in ORR
(Offer Acceptance
Contracts)
A$0.575 in cash for every 1 fully paid
ordinary security in ORR, subject to the
terms and conditions of the Offer.
25,115,719
ORD
25,115,719

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4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant
interest
Registered holder
of securities
Person entitled to be
registered as holder
(8)
Nature of relevant interest (6) Class and
number of
securities
Person’s votes
Perseus (a)
The holders
of ORR
securities
who have
accepted the
Offers;
and/or
(b)
where
transfers
under the
Offer
Acceptance
Contracts
have
completed,
Perseus.
Subject to the terms of
the Offer, Perseus
Perseus’s relevant interest is as a result of
acceptances of the Offers ad/or transfers of
the ORR securities under the terms of the
Offer.
310,099,902
ORD
310,099,902
Centash Holdings Pty Ltd
(ACN 141 361 373)
(Centash)
Centash Centash Centash has a relevant interest under
section 608(1)(a) of the Corporations Act.
93,412,369
ORD
93,412,369
Perseus Centash Centash Perseus has a relevant interest under
section 608(3) of the Corporations Act as
Perseus has control of Centash.
93,412,369
ORD
93,412,369

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5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature ofassociation
N/A N/A

6. Addresses

The addresses of the persons named in this form are as follows:

Name Address
Perseus Level 2,437 RobertsRoad, SubiacoWA6008
Centash Level 2,437 RobertsRoad, SubiacoWA6008
Eachofthe associateslistedin AnnexureA SeeAnnexureA

Signature

print name Martijn Bosboom

capacity General Counsel and Company Secretary

sign here

==> picture [125 x 26] intentionally omitted <==

date 17/04/2024

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg, a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

(2) See the definition of “associate” in section 9 of the Corporations Act 2001.

(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".

  • (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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ANNEXURE A

This is Annexure A of 6 pages marked Annexure A mentioned in the accompanying Form 604 (Notice of Change of Interests) signed by me and dated 17/04/2024:

==> picture [125 x 26] intentionally omitted <==


Name: Martijn Bosboom

Title: General Counsel and Company Secretary

Name ACN/ARSN Address
Perseus Mining Limited (substantial
holder of OreCorp Limited)
106 808 986 Level 2, 437 Roberts Road, Subiaco WA
6008
Subsidiaries of Perseus Mining
Limited:
Centash Holdings Pty Ltd 141 361 373 Level 2, 437 Roberts Road, Subiaco WA
6008
Occidental Gold Pty Ltd 074 444 367 Level 2, 437 Roberts Road, Subiaco WA
6008
Perseus Ghana Holdings Pty Ltd 166 708 578 Level 2, 437 Roberts Road, Subiaco WA
6008
Sun Gold Resources Ltd 112 572 068 Level 2, 437 Roberts Road, Subiaco WA
6008
Perseus ERX Holdings Pty Ltd 009 146 794 Level 2, 437 Roberts Road, Subiaco WA
6008
Slipstream LP Pty Ltd 609 761 686 Level 2, 437 Roberts Road, Subiaco WA
6008
Perseus CDI No 1 Pty Ltd 629 842 959 Level 2, 437 Roberts Road, Subiaco WA
6008
Perseus CDI No 2 Pty Ltd 629 842 968 Level 2, 437 Roberts Road, Subiaco WA
6008
Perseus DS JV Pty Ltd 631 285 633 Level 2, 437 Roberts Road, Subiaco WA
6008
Perseus Mali Holdings Pty Ltd 646 340 187 Level 2, 437 Roberts Road, Subiaco WA
6008
Perseus Mining Services Pty Ltd 648 849 218 Level 2, 437 Roberts Road, Subiaco WA
6008
Perseus Corporate Finance Pty Ltd 648 849 736 Level 2, 437 Roberts Road, Subiaco WA
6008
Perseus Sudan Holdings Pty Ltd 659 193 987 Level 2, 437 Roberts Road, Subiaco WA
6008

3469-9009-6940v1

Occidental Gold SARL Abidjan Cocody, les Deux Plateaux, rue
L125, lot 2139, ilot 186 bis, 28 BP 571
Abidjan 28 Côte d'Ivoire
Perseus Mining Côte d’lvoire S.A. Abidjan Cocody, les Deux Plateaux, rue
L125, lot 2139, ilot 186 bis, 28 BP 571
Abidjan 28 Côte d'Ivoire
Perex SARL Abidjan Cocody, les Deux Plateaux, rue
L125, lot 2139, ilot 186 bis, 28 BP 571
Abidjan 28 Côte d'Ivoire
Perseus Services SARL Abidjan Cocody, les Deux Plateaux, rue
L125, lot 2139, ilot 186 bis, 28 BP 571
Abidjan 28 Côte d'Ivoire
Perseus Mining (Ghana) Limited
Company
4 Chancery Court
147A Giffard Road
East Cantonments,
Accra, Ghana
Amara Mining (Côte d’Ivoire) Limited Collingham House
6-12 Gladstone Road
Wimbledon, London
SW19 1QT, United Kingdom
Perseus Côte d’Ivoire Limited Collingham House
6-12 Gladstone Road
Wimbledon, London
SW19 1QT, United Kingdom
Amara Mining Limited Collingham House
6-12 Gladstone Road
Wimbledon, London
SW19 1QT, United Kingdom
Perseus Yaouré SARL Abidjan Cocody, les Deux Plateaux, rue
L125, lot 2139, ilot 186 bis, 28 BP 571
Abidjan 28 Côte d'Ivoire
Perseus Canada Limited 89 High Street East Mississauga,
Ontario Canada L5G 3E7
Orca Gold Inc Suite 2600, Three Bentall Centre,
595 Burrard Street
Vancouver BC V7X 1L3
Canada
Roberts Road Insurance Company
Limited
Heritage Hall, Le Marchant Street, St
Peter Port, Guernsey GY1 4HY
Perseus Mining Yaouré S.A. Abidjan Cocody, les Deux Plateaux, rue
L125, lot 2139, ilot 186 bis, 28 BP 571
Abidjan 28 Côte d'Ivoire
Perseus Ghana Exploration Limited
Company
4 Chancery Court
147A Giffard Road
East Cantonments,
Accra, Ghana
Kojina Resources Company Limited 4 Chancery Court
147A Giffard Road

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East Cantonments,
Accra, Ghana
Perseus Services DMCC Office 1302, Jumeirah Bay X3 Tower,
Cluster X, Jumeirah Lake Towers,
Dubai, UAE
Perseus Mining Fimbiasso S.A. Abidjan Cocody, les Deux Plateaux, rue
L125, lot 2139, ilot 186 bis, 28 BP 571
Abidjan 28 Côte d'Ivoire
Shark (BVI) Inc Jayla Place, Wickhams Cay 1, Road
Town, Tortola, British Virgin Islands
Sand Metals Co Limited Alamarat st. 3 Villa No. 22 Block 9A East
Khartoum, Sudan
Meyas Sand Minerals Co Limited Alamarat st. 3 Villa No. 22 Block 9A East
Khartoum, Sudan
Sudan (BVI) Inc Jayla Place, Wickhams Cay 1, Road
Town, Tortola, British Virgin Islands
Subsidiaries of Centash Holdings Pty
Ltd:
Perex sarl Abidjan Cocody, les Deux Plateaux, rue
L125, lot 2139, ilot 186 bis, 28 BP 571
Abidjan 28 Côte d'Ivoire
Perseus Services sarl Abidjan Cocody, les Deux Plateaux, rue
L125, lot 2139, ilot 186 bis, 28 BP 571
Abidjan 28 Côte d'Ivoire

3469-9009-6940v1