Perseus Mining (ASX/TSX:PRU) has issued a definitive binding offer to acquire all the shares in Predictive Discovery (ASX:PDI) that it does not already own, valuing the Guinea-focused gold explorer at AUD0.778 per share (about $0.51). Perseus currently holds 17.8% of Predictive.

The offer consists of 0.1360 Perseus shares for each Predictive share. Using Perseus’s AUD5.72 closing price on the ASX on December 2 (about $3.77), the proposal represents a 24.5% premium to Predictive’s last close and a 34.8% premium to its 10-day VWAP.

Predictive’s board has unanimously determined that the offer constitutes a “Superior Proposal” under its arrangement agreement with Robex Resources (TSXV:RBX). Robex retains matching rights, which must be completed before Predictive can terminate the existing agreement and sign a new scheme implementation deed with Perseus.

Perseus said its offer carries no further pre-conditions, including no due-diligence or financing requirements. It has also offered Predictive an AUD37mn (about $24mn) loan facility to fund any Robex termination fee, general working capital and early-stage development activities at the Bankan project.

Perseus said the acquisition would consolidate its position as Predictive’s largest shareholder and strengthen its West African portfolio. It expects the deal to enhance earnings, cash flow and production, with Bankan forecast to contribute about 249koz/yr alongside Perseus’s existing 500–600koz/yr output profile.

Bankan, located in Guinea’s Siguiri Basin, is considered one of Africa’s largest undeveloped gold deposits. Perseus said it will apply its project-delivery experience from Nyanzaga to accelerate and de-risk development.

The company added that both Bankan and Nyanzaga will be funded from existing liquidity and operating cashflows, with no change to its capital-management policy. It also highlighted exploration upside across the Siguiri Basin.

Predictive will respond formally after completing the matching-rights process under the Robex agreement.