• Chesser Board agrees to a binding proposal from Fortuna to acquire 100% of the shares in Chesser by way of Scheme of Arrangement. •
Under the proposal Chesser shareholders will receive consideration of 0.0248 Fortuna shares per Chesser share, representing an implied value1 of A$0.142 per Chesser share.
• Implied value of A$0.142 per Chesser share indicates an approximate A$89 million fully diluted equity value and represents:
• a 95% premium to Chesser’s last closing price of A$0.073 on 8 May 2023;
• an 83% premium to the VWAP of Chesser shares over the 30 ASX trading days prior to this announcement; and
• a premium to any price at which Chesser shares have traded at on the ASX for the past 12 months.
• The Board of Chesser considers the transaction is mutually beneficial due to:
• Fortuna’s existing asset portfolio and West African footprint being further enhanced by the addition of Chesser’s Diamba Sud gold development project;
• Chesser shareholders receiving value and liquidity for their Chesser shares (at a substantial premium); and
• Chesser shareholders having the opportunity to share in the potential future upside from an investment in Fortuna, which will have 5 operating mines (with the fifth mine scheduled to pour first gold later this month), scale and the access to capital and a team that is well placed to develop Diamba Sud.
• The Board of Chesser unanimously recommends that Chesser shareholders vote in favour of the transaction at the Scheme Meeting, and the Directors intend to vote all their Chesser shares in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert concluding in the independent expert's report (and continuing to conclude) that the Scheme is in the best interests of Chesser shareholders. • Chesser shareholders do not need to take any action in relation to the Scheme ahead of the receipt of the Scheme Booklet, expected in July 2023, and the shareholders meeting to vote on the Scheme in August 2023. 1 Implied value is based on the Canadian dollar $5.19 VWAP of Fortuna shares on the TSX over the 5 trading days up to and including 5 May 2023, converted to an Australian dollar VWAP of $5.73 using a 0.91 Canadian dollar to Australian dollars.