PERTH (miningweekly.com) – Dual-listed gold miner Perseus Mining has made a takeover offer for TSX-V listed Orca Gold, to acquire all of the outstanding common shares of that company.

Perseus, which owns a 15% interest in Orca, was offering 0.56 Perseus shares for every Orca share held, and based on Perseus’ last closing price, the offer implied a consideration of C$0.896 a Orca share representing a premium of 62.9% to the last closing price of Orca shares.

The total consideration paid for Orca is estimated at C$215-million, including C$17-million that Perseus previously spent on acquiring the initial stake in the takeover target.

Orca’s board of directors has unanimously recommended that the shareholders vote in favour of the acquisition, and has pledged their support for their combined 37% shareholding in the company.

Orca’s main asset is a 70% interest in the Block 14 project that is located in northern Sudan near the border with Egypt. It is a large and scalable resource with a mineral resource estimate consisting of an indicated resource of 79.9-million tonnes grading 1.3 g/t gold for 3.3-million ounces of gold and an inferred resource of 18.5-million tonnes grading 1.2 g/t gold for 0.7-million ounces of gold.

The Block 14 project has a probable mineral reserve estimate of 79.9-million tonnes grading 1.1 g/t gold for 2.9-million ounces of gold.

Orca also owns a 31.4% interest in TSX-V-listed Montage which announced completion of a feasibility study at its cornerstone Koné gold project, located in Côte d’Ivoire, in February

“The potential acquisition of Orca represents a very exciting growth opportunity for Perseus that aligns with our strategy of upgrading the size, quality and geographic distribution of our asset portfolio,” said Perseus MD and CEO Jeff Quartermaine.

“We have the financial capacity, technical expertise, and in-country relationships, in combination with Orca’s existing management team, to bring Orca’s Block 14 project into production and in the process, create material benefits for all stakeholders including the government and citizens of Sudan.

“When the transaction is completed, Perseus will have three operating mines currently producing gold at a rate of approximately 500 000 oz/y and a high-quality development project that if brought on stream, as intended, should ensure that Perseus can maintain or exceed its targeted production level well into the next decade.

“With the objective of operating four mines, Perseus will be well advanced towards fulfilling its aim of becoming a highly profitable, well managed, pan-African gold company that consistently creates benefits for all stakeholders,” said Quartermaine.

For its part, Orca said over the weekend that the transaction would allow the company’s shareholders to gain exposure to Perseus’ diversified portfolio of producing mines and development assets as well as the value created by the development of the Block 14 project and the advancement of Montage’s project portfolio in Côte d’Ivoire, particularly the Koné project, and that shareholders of both Perseus and Orca would benefit from the strength of the combined entity through a share-based transaction.

The transaction would be implemented through a court-approved plan of arrangement, and would require two-thirds majority support from Orca shareholders. The transaction is also conditional on court and regulatory approvals.