Perseus Mining (ASX: PRU) tables superior bid for Predictive Discovery (ASX: PDI) as M&A battle heats up

Key Highlights

• Perseus Mining submits a definitive, binding offer to acquire all remaining shares of Predictive Discovery
• Offer values PDI at A$0.778 per share, a 24.5 percent premium to the last close
• Predictive Board unanimously determines the offer is a “Superior Proposal”
• Proposal includes a A$37 million loan facility to support transition and termination costs
• Transaction enhances Perseus’s African gold footprint and accelerates Bankan development
• Robex Resources receives notice and has until 10 December 2025 to match the offer
  
   

Predictive Discovery Ltd (ASX: PDI) surged more than 16 percent to A$0.728 on Wednesday after Perseus Mining (ASX: PRU) formally lodged a definitive, binding offer to acquire the West African gold developer in a move that escalates one of the most closely watched M&A contests in the sector this year. The proposal, which Predictive’s Board has already deemed a “Superior Proposal”, positions Perseus to consolidate full ownership of what is considered one of Africa’s largest undeveloped gold projects.

Perseus currently holds 17.8 percent of Predictive’s shares, and the new offer would acquire the remaining interest via a scheme of arrangement. The bid prices Predictive at A$0.778 per share, representing a 24.5 percent premium to PDI’s last closing price and a 34.8 percent premium to its 10-day VWAP. 

The terms offer 0.136 Perseus shares for every 1 Predictive share held, with the exchange ratio anchored to Perseus’s A$5.72 closing price on 2 December 2025. Should the scheme be implemented, Predictive shareholders (excluding Perseus) would collectively own 18.4 percent of the enlarged Perseus register.

Why Perseus wants Predictive

In its announcement, Perseus outlined a multi-pronged strategic rationale that reinforces why consolidation of the Bankan Gold Project in Guinea has long been viewed as a transformative opportunity. According to the company:

• The acquisition represents an “excellent strategic fit”, enhancing the scale and quality of Perseus’s African gold portfolio.
• Perseus’s track record in developing and optimising complex gold assets positions it to rapidly unlock Bankan’s full potential, much as it is currently doing with the Nyanzaga project in Tanzania.
• Bankan’s projected ~249koz annual production could materially expand Perseus’s output, complementing its existing 500–600koz per annum profile.
• The project also adds valuable jurisdictional diversification, extending operations into a fifth African country.
• Exploration upside remains substantial within the Siguiri Basin, with Perseus claiming it can accelerate and deepen drilling activities.
  
   

Perseus also stressed that Bankan and Nyanzaga will be funded from existing liquidity and operating cashflows, with no change to the company’s capital management strategy. 

A built-in financial support package

One of the most notable inclusions is Perseus’s commitment to provide Predictive with a binding A$37 million loan facility, available immediately upon completion of the matching rights process. The funds can be used for:

• payment of any termination fees under the existing Robex agreement
• general working capital
• pre-development activities at Bankan
  
   

This move underscores Perseus’s intention to ensure the proposed transition proceeds smoothly while removing liquidity constraints that might slow project advancement. 

Board view: Predictive sees it as a Superior Proposal

Predictive Discovery’s Board, guided by its financial and legal advisers, has unanimously concluded that the Perseus offer qualifies as a “Superior Proposal” under the terms of its earlier agreement with Robex Resources. This designation formally initiates the matching rights timeline with Robex.

Perseus has already delivered a Scheme Implementation Deed (SID) that will become binding once:

• the matching rights process concludes without a superior counteroffer
• the existing Robex agreement is terminated
• Predictive signs the SID and associated documentation
  
   

The SID includes standard “no shop, no talk” provisions and outlines scenarios in which a reimbursement fee may apply.

What happens next: All eyes on Robex

Predictive has notified Robex of the new Perseus proposal, triggering a five business day matching period, which expires on 10 December 2025 (EST). During this window, Robex can submit a matching or superior proposal. If it cannot or chooses not to do so, the SID with Perseus becomes binding and the scheme process formally commences. 

For now, Perseus has stated that its shareholders do not need to take any action.

Why this deal matters

This transaction stands to reshape the landscape of Australian-listed African gold producers. For Perseus, it strengthens an already dominant regional portfolio and positions the company for long-term production growth. For Predictive shareholders, it offers a premium valuation underpinned by a partner with the financial and operational capability to fast-track Bankan into production.

At a time when M&A activity in the gold sector is accelerating globally, Perseus’s move underscores a broader trend: consolidating high-quality development assets before the next leg of the gold cycle.