Recommended Combination of Perseus Mining Limited and Amara Mining plc

PERTH, WESTERN AUSTRALIA--(Marketwired - Feb. 28, 2016) - NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Perseus Mining Limited (TSX:PRU)(ASX:PRU) is pleased to announce that the Boards of Perseus Mining Limited (Perseus) and London Stock Exchange-listed Amara Mining Plc (AIM:AMA) (Amara) have reached agreement on the terms of a recommended combination of Perseus and Amara via a UK scheme of arrangement.

Under the proposal, Amara shareholders would be entitled to receive 0.68 new Perseus shares and 0.34 unlisted, transferable Perseus warrants for every Amara share held that entitles the holder to subscribe for one Perseus share at a price of A$0.44 (a premium of 32.8% to the 20 day VWAP of Perseus) for a period of 36 months. This represents a premium for Amara shareholders of 42.2% to Amara's mid-market closing price on Friday 26 February 2016 of 10.3 pence, or 28.3% to Amara the relative 20-day VWAPs. The value of the warrants represents an additional premium of approximately 14.5% to Amara's mid-market closing price on 26 February 2016.

Pro-forma ownership of the enlarged company would be 64.9% existing Perseus shareholders, and 35.1%⁽¹⁾ Amara existing shareholders. Amara shareholders representing in aggregate 16.07% of the issued share capital have provided irrevocable undertakings to vote in favour of the proposed transaction and Amara shareholders representing an additional 21.84% have provided letters of intent to vote in favour of the proposed transaction.

⁽¹⁾ Assuming at the scheme effective date a total number of 420,386,077 Amara shares in issue, a total number of 529,343,901 Perseus shares in issue and 285,862,532 new Perseus shares issued under the terms of the combination and excluding dilution from the exercise of the warrants.

The proposal, which is subject to Amara shareholder and court approval and other closing conditions, aims to create a geographically diversified, multi-project company with a significantly enhanced gold production profile once development projects are progressively brought on stream. Perseus produced 212,135 ounces of gold in the 2015 financial year from its Edikan Gold Mine in Ghana.

Following the combination of the two companies, Perseus will have:

• a balanced and diversified portfolio of high quality operating, development and exploration assets that includes the Edikan Gold Mine in Ghana, Amara's Yaoure Gold Project in Côte d'Ivoire, as well as having future growth opportunities through Perseus's Sissingué Gold Project in Côte d'Ivoire and Amara's Baomahun Gold Project in Sierra Leone.a strong balance sheet that can be utilised together with a strong projected cash flow from Edikan following the end of the 2017 financial year, to fund the development of Yaoure and Sissingué;

• an experienced mine construction and operating team with members of the current management team that oversaw the construction and delivery of Edikan into production on time and under budget, and an existing development presence in Côte d'Ivoire;

• a highly capable and reliable Board and management team that has many years of collective experience operating in West Africa and other developing regions;

• well established "social licences" to operate in Ghana, Côte d'Ivoire and Sierra Leone.

It is expected that the scheme circular, containing further information about the combination and notices of the court meeting and Amara general meeting will be published in the next few weeks and that, subject to the satisfaction, or where relevant waiver, of all relevant conditions, the scheme will become effective in the first half of 2016.