Highlights

  • Perseus Mining has submitted a binding offer to acquire all remaining shares of Predictive Discovery through an Australian scheme of arrangement.
  • The proposal values Predictive shares at AUD 0.778, representing premiums of 24.5% and 34.8% to recent trading benchmarks.
  • Predictive’s Board has confirmed the proposal as a “Superior Proposal” under its existing agreement with Robex Resources.

Perseus Mining Limited (ASX:PRU) has advanced its growth strategy with a formal binding offer to acquire all outstanding shares of Predictive Discovery Limited (ASX:PDI). The proposal, presented via an Australian scheme of arrangement, has been assessed by Predictive’s Board as a “Superior Proposal” under its existing contractual arrangements, marking a key development in the competitive acquisition process underway.

Perseus Puts Forward Binding Proposal

Perseus Mining has formally delivered a definitive binding offer to acquire all Predictive Discovery shares it does not already own. The company currently holds 17.8% of Predictive’s ordinary shares. Under the terms of the proposal, Predictive shareholders would receive 0.1360 new Perseus ordinary shares for every Predictive share held.

Based on Perseus’s closing price of AUD 5.72 on 2 December 2025, the exchange ratio translates to an implied value of AUD 0.778 per Predictive share. The offer price represents a 24.5% premium to Predictive’s last closing price and a 34.8% premium to its 10-day VWAP prior to the announcement.

Predictive Board Confirms Superior Proposal

Predictive’s Board, in consultation with financial and legal advisors, has unanimously concluded that the Perseus Binding Offer constitutes a “Superior Proposal” as defined in the existing arrangement agreement with Robex Resources Inc., signed on 5 October 2025.

Perseus has supplied Predictive with a scheme implementation deed (SID) on customary terms. The SID will become binding following the completion of the matching-right process with Robex, termination of the existing Robex agreement, and final execution by Predictive.

The offer is not subject to additional conditions such as financing or further due diligence, providing clarity around transaction execution.

Loan Facility Offered to Support Transition

To support Predictive during the transition process, Perseus has committed to a binding AUD 37 million loan facility. The facility would be available immediately upon completion of required procedures and may be applied toward any termination fee obligations to Robex, general working capital needs, and pre-development activities.

Scheme Conditions and Shareholder Approval

If the SID becomes effective, the scheme will proceed subject to several conditions, including regulatory approvals, court approvals, and a positive conclusion from an independent expert that the scheme is in the best interests of Predictive shareholders.

Predictive shareholders will be required to vote at a scheme meeting, where approval thresholds include at least 75% of votes cast and a majority in number of shareholders voting. If implemented, Predictive shareholders (excluding Perseus) would hold approximately 18.4% of the expanded Perseus share base.

Robex Matching Period Underway

Predictive has notified Robex of the Perseus Binding Offer in accordance with the Robex agreement. Robex now has a five-business-day matching period, expiring 10 December 2025 (EST), to put forward a matching or superior proposal.