PERSEUS MINING LIMITED — AGM Information 2005

Oct 26, 2005

PERSELIS MINING LIMITED

ACN 106 808 986

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Perseus Mining Limited ("Perseus" or the "Company") will be held on Tuesday 29 November 2005 at 3.30pm at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

$\mathbf{1}$ . Financial Report for the Period Ended 30 June 2005

To receive and consider the financial report of the Company for the period ended 30th June 2005, together with the reports by the directors and auditors thereon.

To consider and, if thought fit, pass the following resolutions as ordinary resolutions.

$\overline{2}$ Resolution 1-Adoption of Remuneration Report

"To adopt the Remuneration Report as set out in the Directors' Report section of the Annual Report for the financial year ended 30 June 2005."

$\overline{3}$ . Resolution 2 - Re-Election of R N Gillard

"That Mr R N Gillard retires in accordance with Clause 3.6 of the Constitution of the Company and, being eligible, is hereby re-elected as a director of the Company."

$\ddot{4}$ . Resolution 3 – Re-Election of C J Carson

"That Mr C J Carson retires in accordance with Clause 3.6 of the Constitution of the Company and, being eligible, is hereby re-elected as a director of the Company."

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolution as an ordinary resolution.

$5.$ Resolution 4 - Employee Option Plan

"That in accordance with ASX Listing rule 7.2 (Exception 9) and for all other purposes approval is given to the establishment and implementation of the Perseus Mining Limited Employee Option Plan ("Plan") in the form of the document tabled at the meeting by the Chairperson and marked 'Annexure A' for the purposes of identification, and approval is given for the issue of options under the Plan as an exception to ASX Listing Rule 7.1."

A copy of the proposed Employee Option Plan is available for inspection by Shareholders at the registered office of the Company during normal business hours until the meeting. In addition, any shareholder wishing to inspect a copy of the Employee Option Plan prior to the meeting will be sent a copy on request.

$5.$ To transact any other business which may lawfully be brought forward.

Voting Restriction

As ordinary resolutions. Resolutions 1 to 4 must be passed by more than 50 per cent of the votes cast by members entitled to vote on the resolution. In accordance with the ASX Listing Rules, the Company will disregard any vote cast by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company), in respect of resolution 4.

However, a vote will not be disregarded if:

• (i) cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy form: or
• (ii) cast by the chairman of the meeting as proxy for a member who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

For all resolutions, the Chairman will vote undirected proxies in favour of the resolution.

PROXIES

In accordance with section 249L of the Corporations Act 2001, members are advised that:

• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company; $\bullet$
• a member who is entitled to cast two or more votes may appoint two proxies and may specify $\bullet$ the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with section $249X(3)$ of the Corporations Act 2001, each proxy may exercise half of the votes.

In accordance with section 250BA of the Corporations Act 2001, the Company specifies the following information for the purposes of receipt of proxy appointments:

Registered Office:	30 LEDGAR ROAD BALCATTA, WESTERN AUSTRALIA 6021
Facsimile Number:	$(618)$ 9240 2406
Postal Address:	P O Box 717 BALCATTA, WESTERN AUSTRALIA 6914

Each member entitled to vote at the annual general meeting has the right to appoint a proxy to attend and vote at the meeting on his behalf. The member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion. The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the meeting (proxy forms can be lodged by facsimile).

In accordance with regulation 7.11.38 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 3.30pm on 27 November 2005 will be taken, for the purposes of the annual general meeting, to be held by the persons who held them at that time.

BY ORDER OF THE BOARD

S M Shah Company Secretary

Perth, Western Australia 19 October 2005

Members who do not plan to attend the meeting are encouraged to complete and return a proxy form.

PERSEUS MINING LIMITED

ACN 106 808 986

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders of Perseus Mining Limited ("Perseus" or the "Company") in connection with the business to be conducted at the Company's Annual General Meeting to be held Tuesday 29 November 2005 at 3.30pm at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

2. 2005 ANNUAL REPORT

In accordance with the requirements of the Company's Constitution and the Corporations Act, the 2005 Annual Report will be tabled at the annual general meeting. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Report.

Representatives from the Company's auditors. HLB Mann Judd will be present to take shareholders' questions and comments about the conduct of the audit and the preparation and content of the audit report.

3. RESOLUTION 1 - Adoption of Remuneration Report

The Annual Report for the financial year ended 30 June 2005 contains a Remuneration Report, which forms part of the Directors' Report and sets out the remuneration policy for the Company and its controlled entities, and reports the remuneration arrangements in place for executive directors, senior management and non-executive directors.

The Corporations Act 2001 requires listed companies to put an annual non-binding resolution to shareholders to adopt the Remuneration Report. In line with the legislation, this vote will be advisory only, and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when considering the Company's remuneration policy.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

4. RESOLUTIONS 2 AND 3 – Re-election of Directors

In accordance with the requirements of the Company's Constitution and the Corporations Act, one third of the directors of the Company retire from office at this annual general meeting of the Company and, being eligible, offer themselves for re-election.

Details of directors' qualifications and experience are available in the Annual Report accompanying this notice of meeting.

5. RESOLUTION 4 – Employee Option Plan

Approval is being sought to establish the Perseus Mining Limited Employee Option Plan ("Plan"). The Plan will be established by the Board to provide incentives, assist in the recruitment, reward, retention of employees and provide opportunities for employees (both present and future) to participate directly in the equity of the Company. Such Plans have been adopted by many companies as part of their remuneration systems and to provide incentives for employee performance.

Participants in the Plan would only generally benefit from the receipt of options if wealth is also created in the Company or in the form of an increase in the price of the Company's shares on the ASX for the benefit of all Shareholders. A summary of the terms of the Plan is contained in Appendix 1.

Under ASX Listing Rule 7.1, the prior approval of the Shareholders of the Company is required to an issue of shares or grants of options if the securities will, when aggregated with securities issued by the Company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of the 12 month period.

ASX Listing Rule 7.2 (Exception 9) provides that the ASX Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue, the holders of ordinary securities have approved the issue of securities under the employee incentive scheme as an exception to ASX Listing Rule 7.1.

The Company wishes for the issues of Options under the Plan not to be included in the calculation when undertaking the calculation pursuant to ASX Listing Rule 7.1 should there be a requirement for an issue of securities other than under the Plan. Accordingly, the Company is seeking shareholder approval as required under Exception 9 to Listing Rule 7.2.

No options have been issued under the Plan as at the date of this Notice.

A copy of the full terms of the Perseus Mining Limited Employee Option Plan can be obtained from the Company.

APPENDIX 1

SUMMARY OF THE PERSEUS MINING LIMITED EMPLOYEE OPTION PLAN

• 1. The offer of options under the Plan is at the discretion of the Board. The Board may invite applications for options from employees, consultants and contractors of the Company or certain associated or related companies of the Company. Directors of the Company and their associates are not eligible to participate in the Plan.
• 1. Offers of options must specify the terms of issue.
• 1. Subject to satisfaction of any exercise conditions determined by the and at the discretion of the Board at the time of grant, the options granted will be exercisable after the first anniversary of the date of grant but before the third anniversary ("Expiry Date") of the date of grant. The period for exercise of the options is reduced in certain circumstances.
• Any options not exercised at Expiry Date will lapse. $\overline{4}$
• 1. The options issued under the Plan will be issued free of charge and entitle the holder to purchase one ordinary share at an exercise price as the Directors deem appropriate in light of surrounding circumstances but not less than any price prescribed under the ASX Listing Rules from time to time. In any case, the exercise price shall be no less than 80% of the average market price for shares over the last five (5) trading days immediately preceding the date on which the options are issued.
• 1. No options may be granted if such options when aggregated with options previously issued under the Plan (or any other employee incentive scheme) would exceed 5% of the total number of issued shares in the Company.
• 1. The options must be accepted by the completion of the acceptance form.
• 1. Options may only be exercised by notice in writing (in the form prescribed by the Board) given by the optionholder to the Company.
• 1. If an optionholder ceases employment with the Company or otherwise ceases to provide services to the Company, options held at that time and capable of being exercised will lapse unless exercised within thirty days of cessation of employment (or cessation of service), except where employment / service has ceased as a result of special circumstances such as death or disablement.
• 1. Options must not be assigned, transferred or otherwise dealt with except with the approval of the Board or in the case of a takeover offer or a Scheme of Arrangement.
• 1. The options will not be listed on The Australian Stock Exchange Limited, although the Company will apply for the official quotation of any shares which are issued as a result of exercise of options.
• 1. In the event of any reconstruction of the capital of the Company, the number and exercise price of options issued under the Plan will be dealt with in accordance with ASX listing rules.
• 1. The Corporations Act 2001 and the ASX Listing Rules have precedence over the Terms and Conditions of the Plan. Therefore, the grant or exercise of options will not be permitted if either (or both) would contravene them.
• 1. The Plan may be terminated at any time by the Board, but this will not affect any accrued rights of the option holders at that time.

Perseus Mining Limited (ACN 106 808 986)
PROXY FORM

Shareholder
Name and address of shareholder of Perseus Mining Ltd.	Name
	Address
Appointment of Proxy
I/We being a member/s of Perseus Mining Ltd and entitled to attend and vote hereby appoint
The Chairman OR of the Meeting (mark with an "X")		are appointing as your proxy.	If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you
Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Perseus Mining Ltd to be held on 29 November 2005 and at any adjournment of that meeting.
If you do not wish to direct your proxy how to vote, please place a mark in the box $\rightarrow \rightarrow$		$\Box$
By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by him other than as proxy holder will be disregarded because of that interest
Voting directions to your proxy – please mark $[2]$ to indicate your directions		For	Abstain* Against
Resolution 1 - Adoption of Remuneration Report
Resolution 2 - re-election of director, R N Gillard
Resolution 3 - re-election of director, C J Carson
Resolution 4 - approval of employee option plan
The Chairman of the Meeting intends to vote undirected proxies in favour of each of the resolutions.
* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
PLEASE SIGN HERE - This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary

Dated: $\frac{1}{2005}$

1 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

$\overline{2}$ Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or $(a)$ number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(b)$ return both forms together.

4 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 3.30 pm on 27 November 2005. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON: Registered Office - 30 Ledgar Road, Balcatta, Western Australia 6021

Registered Office - 30 Ledgar Road, Balcatta, Western Australia 6021 / P O Box 717, Balcatta. Western BY MAIL: Australia 6914

BY FAX (61 8) 9240 2406