takeover, page-5

It is friendly.

Northgate friendly bid for Perseverance at 20c a share
10:04, Monday, 29 October 2007

Sydney - Monday - October 29: (RWE Australian Business News) -
Perseverance Corporation Ltd (ASX:PSV) and Northgate Minerals
Corporation (listed on TSX and AMEX) have signed a merger implementation
agreement pursuant to which Northgate will acquire all outstanding
securities and debt of Perseverance for cash consideration.
Northgate's offer capitalises Perseverance at an enterprise
value of $282m.
The transaction will be implemented via schemes of arrangement
between Perseverance and its shareholders and optionholders,
respectively, and a resolution of holders of convertible subordinated
notes to approve the early redemption of the notes.
Under Northgate's offer, Perseverance securityholders will get:
* 20c cash per ordinary share;
* 8c cash for each of the Perseverance options issued as part
of the recent $26.5m placement; and
* $100,000 (face value) plus any accrued interest per
convertible subordinated note.
The Northgate offer of 20c a share represents:
* a 37.9pc premium to the Perseverance closing share price on
Friday October 26 of 14.5c;
* a 37.1pc premium to the one-month volume weighted average
price of 14.6c; and
* a 51.4pc premium to the volume weighted average price of
13.2c since July 12, the day Perseverance was reinstated to official
quotation on the ASX, following completion of the $26.5m placement.
Northgate has agreed to acquire all of Perseverance's existing
bank debt (amounting to $33.5m) and provide a new bridging facility of
up to $25.0m.
Northgate will also acquire the bank's exposure of about $48m to
Perseverance's gold hedges and subsequent to the close of the
Transaction, Northgate will close out this hedge position.
Perseverance directors have unanimously determined that the
transaction is in the best interests of securityholders, and recommend
Perseverance shareholders and optionholders vote in favour of the
schemes and that convertible subordinated noteholders approve the early
redemption of the notes in the absence of a superior proposal.
The directors intend to vote all Perseverance securities held or
controlled by them at the time of the scheme meetings in favour of the
schemes, in the absence of a superior proposal.