Orca Gold : Orange Investor Presentation

AFRICAN GOLD PRODUCER,

DEVELOPER AND EXPLORER

28 FEBRUARY 2022

ASX/TSX: PRU | WWW.PERSEUSMINING.COM

CAUTIONARY STATEMENTS

CAUTION REGARDING FORWARD LOOKING INFORMATION:

This presentation contains "forward-looking information" and "forward-looking statements" which are based on the assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management of the Company believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as 'expects', 'anticipates', 'plans', 'believes', 'estimates', 'seeks', 'intends', 'targets', 'projects', 'forecasts', or negative versions thereof and other similar expressions, or future or conditional verbs such as 'may', 'will', 'should', 'would' and 'could'. Forward-looking information contained herein includes, but is not limited to: the consummation and timing of the Orca Acquisition; the strengths, characteristics and potential of the Company following the Orca Acquisition; timing, receipt and anticipated effect of the court, shareholder and regulatory approvals; discussion of future plans, projects, objectives, estimates and forecasts and the timing related thereto and the future exploration success of the Company's assets. Assumptions have been made by the Company regarding, among other things: the price of gold; the impact of the COVID-19 pandemic; the receipt of required governmental approvals; the ability to satisfy the terms and conditions precedent of the Arrangement Agreement; the ability to obtain required shareholder, court and regulatory approvals in connection with the Orca Acquisition; the accuracy of capital and operating cost estimates; the ability of the Company to operate in a safe, efficient and effective manner and; the ability of the Company to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used by the Company. Although management believes that the assumptions made by the Company and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual market price of gold, the actual results of current exploration, the actual results of future exploration, changes in project parameters as plans continue to be evaluated, failure to receive the required shareholder, court and regulatory approvals for the Orca Acquisition, changes in laws, regulations and practices, the impact of the COVID-19 pandemic, the geopolitical, economic, permitting and legal climate that the Company and Orca operate in, the potential of a third party making a superior proposal, exercise of termination rights under the Arrangement Agreement, as well as those factors disclosed in the Company's publicly filed documents. The Company believes that the assumptions and expectations reflected in the forward-looking information are reasonable. Readers should not place undue reliance on forward-looking information. Perseus does not undertake to update any forward-looking information, except in accordance with applicable securities laws

MINING RELATED ACTIVITIES DISCLOSURES

In accordance with ASX Listing Rule 5.12, Gary Brabham, a Competent Person, employee of Perseus and Fellow of the Australasian Institute of Mining and Metallurgy, confirms the information in this market announcement that relates to the Block 14 Project NI 43-101 Foreign Estimate in the Feasibility Study and published by Orca by filing in Canada on www.sedar.com on September 14, 2020 is an accurate representation of the available Mineral Resource Estimate. Gary Brabham has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a competent person for the reporting of Mineral Resource and Ore Reserves under the JORC Code. Gary Brabham consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

In accordance with ASX Listing Rule 5.12, Paul Thompson, a Competent Person, employee of Perseus and Fellow of the Australasian Institute of Mining and Metallurgy, confirms the information in this market announcement that relates to the Block 14 Project NI 43-101 Foreign Estimate in the Feasibility Study and published by Orca by filing in Canada on www.sedar.com on September 14, 2020 is an accurate representation of the available Mineral Reserve Estimate. Paul Thompson has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a competent person for the reporting of Mineral Resource and Ore Reserves under the JORC Code. Paul Thompson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

This Presentation and all technical information regarding Orca's NI 43-101 have been reviewed and approved by Paul Thompson and Gary Brabham, each a Qualified Person for the purposes of NI 43-101

Additional cautionary statements that relate to the disclosure in this presentation of reserves and resources is set out in detail on slide 32.

PERSEUS MINING PERSEUSMINING.COM	2

CONTENTS

	TRANSACTION OVERVIEW	4
	OVERVIEW OF ORCA GOLD	10
	OVERVIEW OF PERSEUS	16
	APPENDIX I: MINERAL RESOURCES AND ORE RESERVES	30

PERSEUS MINING PERSEUSMINING.COM	3

TRANSACTION OVERVIEW

PERSEUS MINING		PERSEUSMINING.COM	4

OVERVIEW OF OFFER TO ACQUIRE ORCA GOLD

A FAIRLY PRICED, VALUE ACCRETIVE, SCRIP BASED OFFER….

		•	Perseus Mining Limited ("Perseus" or the "Company") (ASX/TSX:PRU) has entered into a definitive agreement (the "Arrangement Agreement") with Orca Gold Inc. ("Orca") (TSXV:
Overview			ORG) under which Perseus will acquire all of the outstanding common shares of Orca (the "Orca Shares") not already owned by Perseus
		•	The acquisition will be by way of a statutory plan of arrangement under the Canada Business Corporations Act (the "Orca Acquisition")
		•	Perseus currently owns 15% of the Orca Shares and the holders of the other outstanding Orca Shares have been offered 0.56 Perseus shares for every Orca Share held
		•	Based on Perseus's closing price1, Perseus's offer implies consideration of C$0.896 per Orca Share representing a premium of 62.9% to the last closing price of Orca Shares
Consideration		•	Total consideration to be paid by Perseus for 100% of Orca is C$215 million. This includes C$17 million in cash previously paid to acquire its initial 15% equity interest and C$198
			million in Perseus shares2 to acquire the outstanding 85% equity interest
		•	Orca shareholders to own approximately 9.1% of the enlarged issued share capital of Perseus post the Orca Acquisition
Unanimous Board		•	Orca's Board of Directors unanimously recommends that Orca shareholders vote in favour of the Orca Acquisition
Support
Voting Support		•	Orca's directors and officers and certain shareholders of Orca owning in aggregate approximately 37% of Orca's voting securities have entered into voting support agreements
Agreements			and have agreed to vote all the securities they own or control in favour of the Orca Acquisition
		•	The Orca Acquisition remains subject to several conditions set out in the Arrangement Agreement, including:
			o	Approval by Orca security holders;
Conditions			o	Canadian court approval;
		o	Regulatory approvals; and

• 1. Other customary closing conditions for a transaction of this nature
• Perseus shareholder approval is not required
• The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of Orca and a right for Perseus to match any

Exclusivity			superior proposal
		•	The Arrangement Agreement includes a termination fee of C$7.5 million, payable by Orca to Perseus, under certain circumstances
Indicative		•	Announcement of transaction - 28 February 2022
	•	Orca securityholder meeting to vote on transaction - May 2022
Timetable
	•	Closing of the Orca Acquisition - early June 2022
Notes:
1 Based on Perseus closing price on the ASX of A$1.74 per share on 25 February 2022 converted to C$ at CADAUD of 0.919.	PERSEUS MINING		PERSEUSMINING.COM
2 Based on Orca's 259.7 million common shares outstanding. Excludes any consideration for the settlement of 3.1 million restricted share units, 0.7 million deferred share units and 7.9 million options.		5