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Orca Gold Inc. announces receipt of Securityholder approval for its business combination with Perseus

Orca Gold Inc. announced that, its shareholders, option holders and holders of share rights (collectively, (“Orca Securityholders”) overwhelmingly voted to approve the previously announced acquisition by Perseus Mining Limited (“Perseus”) (ASX/TSX: PRU) of all of the issued and outstanding common shares of Orca (“Orca Shares”) under a plan of arrangement (the “Arrangement”). Of the votes cast at the Meeting, approximately 99.99% of Orca Shares were voted in favour of the proposed transaction.

Pursuant to the Arrangement, each issued and outstanding Orca Share (other than Orca Shares held by Perseus’s wholly-owned subsidiary, Perseus Canada Holdings Ltd. (the “Purchaser”) at the effective time of the Arrangement) will be exchanged for 0.56 of an ordinary share of Perseus, subject to the terms and conditions of the arrangement agreement entered into among Orca, Perseus and the Purchaser in February. Following the Arrangement, Orca will become a wholly-owned subsidiary of Perseus.

Richard Clark, Orca’s President and Chief Executive Officer, said, “We are very pleased to obtain overwhelming support from our securityholders at today’s special meeting. Receiving this support is one of the final key steps to complete the transaction.”

The total number of Orca Shares represented by shareholders present in person and by proxy at the Meeting was 146,035,421, representing approximately 55.98 per cent of the issued and outstanding Orca Shares. The total number of options and share rights represented by securityholders present in person and by proxy at the Meeting was 9,872,501, representing all of Orca’s issued and outstanding incentive securities.

About Orca Gold Inc.

Orca Gold Inc. (TSX-V: ORG) is a Canadian resource company focused on exploration and development opportunities in Africa. Led by a board of directors made up of industry experts and a management team with a track record of discovering and building significant mines globally, Orca is developing one of the leading gold projects in Africa. Orca is currently focused on its 70%-owned Block 14 Project in the Republic of the Sudan on which a Feasibility Study was completed in September 2020.

About Perseus Mining Limited

Perseus Mining Limited is an African focused gold production, development and exploration company headquartered in Australia. Perseus has three operating gold mines, one in the Republic of Ghana and two in the Republic of Côte d’Ivoire.

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