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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
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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:
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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 |
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| 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 |
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