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 Thursday, 29 November 2007 at 3.30pm at The Holiday Inn City Centre Perth, 788 Hay Street, Perth, Western Australia.

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

AGENDA

ORDINARY BUSINESS

1. Financial Report for the Period Ended 30 June 2007

To receive and consider the financial report of the Company for the period ended 30th June 2007, together with the reports by the directors and auditors thereon.

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

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 2007."

3. Resolution 2 – Re-Election of N C Fearis

"That Mr N C Fearis, having retired 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."

4. Resolution 3 – Approval for the Issue of Options to Director, Mr M A Calderwood

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to issue up to a maximum of 1,200,000 Options to subscribe for shares in the Company to Mr M A Calderwood or his nominee, the details of which are set out in the Explanatory Memorandum."

5. Resolution 4 – Approval for the Issue of Options to Director, Mr C J Carson

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to issue up to a maximum of 1,200,000 Options to subscribe for shares in the Company to Mr C J Carson or his nominee, the details of which are set out in the Explanatory Memorandum."

6. Resolution 5 – Approval for the Issue of Options to Director, Mr R N Gillard

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to issue up to a maximum of 600,000 Options to subscribe for shares in the Company to Mr R N Gillard or his nominee, the details of which are set out in the Explanatory Memorandum."

7. Resolution 6 – Approval for the Issue of Options to Director, Mr R B Brans

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to issue up to a maximum of 400,000 Options to subscribe for shares in the Company to Mr R B Brans or his nominee, the details of which are set out in the Explanatory Memorandum."

8. Resolution 7 – Approval for the Issue of Options to Director, Mr N C Fearis

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, and subject to the passing of resolution 3 set out in the notice convening this meeting, the directors be authorised to issue up to a maximum of 400,000 Options to subscribe for shares in the Company to Mr N C Fearis or his nominee, the details of which are set out in the Explanatory Memorandum."

GENERAL BUSINESS

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

In accordance with the ASX Listing Rules and the Corporations Act, the Company will disregard any vote cast by:

(a) Mr M A Calderwood or his associates, in respect of Resolution 3;
(b) Mr C J Carson or his associates, in respect of Resolution 4;
(c) Mr R N Gillard or his associates, in respect of Resolution 5;
(d) Mr R B Brans or his associates, in respect of Resolution 6; and
(e) Mr N C Fearis or his associates, in respect of Resolution 7.

However, a vote will not be disregarded if:

(a) cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Voting Restriction

As ordinary resolutions, Resolutions 1 to 7 must be passed by more than 50 per cent of the votes cast by members entitled to vote on 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;
a member who is entitled to cast two or more votes may appoint two proxies and may specify 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 ROADBALCATTA, WESTERN AUSTRALIA 6021
Facsimile Number:	(61 8) 9240 2406
Postal Address:	P O Box 717BALCATTA, 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 7.11.37 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 5.00pm on 27 November 2007 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 8 October 2007

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 Thursday, 29 November 2007, 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. 2007 ANNUAL REPORT

In accordance with the requirements of the Company's Constitution and the Corporations Act, the 2007 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.

As you may be aware, changes to legislation mean that companies are no longer required to mail out a hard copy of their annual report to shareholders except where shareholders have made a specific election to receive a hard copy and notified the Company to that effect. If you haven't already made an election, you can obtain a hard copy by contacting the Company. Alternatively, it is available on the Company's website at www.perseusmining.com for you to download or read online.

3. RESOLUTION 1 – Adoption of Remuneration Report

The Annual Report for the financial year ended 30 June 2007 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 a 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. RESOLUTION 2 – Re-election of Director, N C Fearis

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 Mr Fearis's qualifications and experience are available in the Annual Report.

5. RESOLUTIONS 3, 4, 5, 6 and 7 – Issue of Options to Directors

On 27 September 2007 the Directors announced their intention to seek shareholder approval for the issue of options to directors. Messrs Calderwood, Carson, Gillard, Brans and Fearis are current directors of the Company to whom it is proposed to issue options over shares in the Company.

	Number of options
Mark Calderwood	1,200,000
Colin Carson	1,200,000
Reg Gillard	600,000
Rhett Brans	400,000
Neil Fearis	400,000

It is proposed to issue the following options to each of the Directors:

The options to be issued to directors have an exercise period from 1 July 2008 until 31 July 2010 with an exercise price of $1.50 each. Detailed terms and conditions of the Options are provided in Appendix A.

The purpose of the issue of options is to provide Messrs Calderwood, Carson, Gillard, Brans and Fearis an incentive for future services and as a reward for past services. The issue of options as part of the remuneration packages of directors is an established practice of junior public listed companies and, in the case of the Company, has the benefit of conserving cash whilst properly rewarding each of the directors. Whilst the directors to whom the options are to be issued do not make a recommendation as they each have a personal interest in the proposed issue, they believe that the quantum of options together with the cash fees that they are entitled to is reasonable in the context of the size and complexity of the Company's activities and also by comparison to other similar-sized mineral explorers.

The ASX Listing Rules and the Corporations Act 2001 (in certain circumstances) require shareholder approval to be obtained for the issue of options to directors. Accordingly, approval for the issue of the Directors' Options is sought in accordance with the provisions of Listing Rules 7.1 and 10.11 of the ASX Listing Rules ("Listing Rules") and Part 2E of the Corporations Act 2001. If approval for the issue of the Directors' Options is obtained under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

(A) The proposed Resolutions 3, 4, 5, 6 and 7, if passed, will issue securities to and confer financial benefits upon Messrs Calderwood, Carson, Gillard, Brans and Fearis who are directors of the Company and the Company seeks to obtain member approval in accordance with the requirements of Chapter 2E of the Corporations Act and ASX Listing Rule 10.11. Accordingly, information required under the Listing Rules and the Corporations Act as well as information that will properly enable shareholders to consider Resolutions 3, 4, 5, 6 and 7 is presented below.

Subject to shareholder approval, the options referred to in resolutions 3 to 7 will be issued free of charge and within one month after the date of this meeting.

(B) Potential Benefits – Issue of Options

If the Directors' Options are issued pursuant to the proposed resolutions 3, 4, 5, 6 and 7, the Company considers the following benefits arise:

(i) Messrs Calderwood, Carson, Gillard, Brans and Fearis will have a vested interest in the affairs of the Company, as the holders of Options and as shareholders upon exercise of the Options, particularly as the Options are not transferable.
(ii) The issue of Directors' Options to Messrs Calderwood, Carson, Gillard, Brans and Fearis is a noncash form of remuneration, thus conserving the Company's cash reserves. The issue enables the Company to provide its directors with reward for services provided and an incentive for future services they will provide to the Company.

(iii) The exercise of the Options will provide working capital for the Company at no significant cost. If all of the Directors' Options proposed to be issued to Messrs Calderwood, Carson, Gillard, Brans and Fearis are ultimately exercised, an amount of $5,700,000 would be raised.

(C) Potential Costs – Issue of Directors' Options

The Directors' Options are to be granted for nil consideration and thus no funds will be raised by the Company in granting those options.

The potential cost to the Company of the issue of an aggregate of 3,800,000 Options to Messrs Calderwood, Carson, Gillard, Brans and Fearis is that there will be a dilution of the issued share capital of the Company if the Directors' Options are exercised.

Based on 169,120,950 fully diluted shares, the exercise of the proposed Directors' Options (3.8 million) would have a dilution effect of approximately 2% (with a corresponding increase in cash reserves of $5,700,000). As the Company presently has 37,807,800 options on issue, exercisable at various prices ranging from 20 cents to $1.00 each, it is appropriate to measure the dilution caused by the proposed issue of options to directors by reference to fully diluted shares rather than just ordinary shares presently on issue.

The price of the Company's shares quoted on the ASX over the past 12 months has ranged from a low of 36.5 cents on 24 November 2006 to a high of $1.52 on 1 October 2007, with a closing price of $1.40 on 5 October 2007, the date on which this Explanatory Memorandum was prepared.

Accounting standard, AASB 2 "Share Based Payments" requires that these payments shall be measured at the more readily determinable fair value of the equity instrument. Under the new accounting standards this amount will be expensed in the Income Statement – ie the value attributed to the Directors' Options (See Section D below) will be expensed in the profit and loss account of the Company. Where the grant date and the vesting date are different the total expenditure calculated will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management's assumptions about probabilities of payments and compliance with and attainment of the set out terms and conditions.

(D) Valuation of Options

The Company does not have any ASX quoted options with identical or similar terms and conditions as the Directors' Options and as such there is no comparable market value. Each Option grants the holder a right to be allotted one Share upon exercise of the Option and payment of the exercise price of the Option. Accordingly, the Directors' Options arguably have a value at the date of their grant. The Directors' Options may acquire future value dependent upon the extent to which the market value of Shares exceeds the exercise price of the Options during the term of the Options.

As a general proposition, options to subscribe for ordinary fully paid shares in a company have value. Various factors impact upon the value of options including things such as:

(i) the period outstanding before the expiry date of the options;
(ii) the exercise price of the options relative to the underlying price or value of the securities into which they may be converted;
(iii) the proportion of the issued capital as expanded consequent upon exercise represented by the shares issued upon exercise (ie whether or not the shares that might be acquired upon exercise of the options represent a controlling or other significant interest);
(iv) the value of the shares into which the options may be converted; and
(v) whether or not the options are listed (ie readily capable of being liquidated);

and so on.

There are various formulae which can be applied to determining the theoretical value of options (including the formula known as the Black-Scholes Model option valuation formula).

The Company has estimated the value of the Options using the Black-Scholes Model, which is the most widely used and recognised model for pricing options. The value of an option calculated by the Black-Scholes Model is a function of the relationship between a number of variables, being the share price, the exercise price, the time to expiry, the risk-free interest rate and the volatility of the Company's underlying share price.

Inherent in the application of the Black-Scholes Model are a number of inputs, some of which must be assumed. The data relied upon in applying the Black-Scholes Model in the present case were as follows:

(i) an exercise price of the Option of $1.50;
(ii) length of period prior to conversion being 2 years and 8 months (December 2007 to July 2010). For the purposes of the analysis it was assumed that the Options would not be exercised any earlier than the expiration date, being 31 July 2010;
(iii) the Company has not forecast any future dividend payments. For the purposes of the analysis, it was assumed that the Company's share price is "ex-dividend";
(iv) the risk free rate used for the purposes of the analysis is the Reserve Bank of Australia cash rate as at 5 October 2007 being 6.5%;
(v) a volatility measure of 67%; and
(vi) the valuation of the Company's share price being $1.40, being the value of the Company's share price as at 5 October 2007.

Using the Black-Scholes Model and the assumed data outlined above, the directors have valued the Options as at 5 October 2007 at 63 cents each.

Using this analysis (63 cents), the total value of the proposed Options to be granted to each of Messrs Calderwood, Carson, Gillard, Brans and Fearis attributed to each Option is as follows:

	Number of options	Total Value of Options
Mr M A Calderwood	1,200,000	$756,000
Mr C J Carson	1,200,000	$756,000
Mr R N Gillard	600,000	$378,000
Mr R B Brans	400,000	$252,000
Mr N C Fearis	400,000	$252,000
TOTAL	3,800,000	$2,394,000

(E) Identifying the Related Parties

The related parties to whom Resolutions 3, 4, 5, 6 and 7 would permit financial benefits to be given are the directors of the Company, being Messrs M A Calderwood (in respect of Resolution 3), C J Carson (in respect of Resolution 4), R N Gillard (in respect of Resolution 5), R B Brans (in respect of Resolution 6) and N C Fearis (in respect of Resolution 7).

(F) Financial Benefit

The nature of the financial benefit is:

(i) in respect of Resolution 3, the grant of 1,200,000 Options to Mr Calderwood for no consideration;
(ii) in respect of Resolution 4, the grant of 1,200,000 Options to Mr Carson for no consideration;
(iii) in respect of Resolution 5, the grant of 600,000 Options to Mr Gillard for no consideration;
(iv) in respect of Resolution 6, the grant of 400,000 Options to Mr Brans for no consideration; and

(v) in respect of Resolution 7, the grant of 400,000 Options to Mr Fearis for no consideration;

(G) Related Parties' Existing Interest

Excluding the Directors' Options the subject of resolutions 3, 4, 5, 6 and 7, the current interests of Messrs Calderwood, Carson, Gillard, Brans and Fearis (and entities associated with them) in the Company's securities are as follows:

Director	Shares	Options
Mr Calderwood	1,370,000	3,070,000
Mr Carson	751,423	250,000
Mr Gillard	210,000	470,000
Mr Brans	150,000	425,000
Mr Fearis	100,000	300,000
TOTAL	2,581,423	4,515,000

Options have previously been issued to directors as part of their remuneration packages. Details of previous such issues are as follows:

Director	Number	Date issued	Number still held
	Issued*
Mr Calderwood	2,400,000	July 2004	2,400,000
Mr Carson	-	N/a	N/a
Mr Gillard	400,000	Dec 2004	400,000
Mr Brans	400,000	Dec 2004	400,000
Mr Fearis	400,000	Dec 2004	300,000

*****Exercisable at 20 cents each on or before 31 March 2009

(H) Directors' Emoluments

Other than the Options, the directors' current remuneration is as follows:

Director	Position	Annual Remuneration
Mr Calderwood	Managing Director	$250,000
Mr Carson	Executive Director (part time)	$100,000
Mr Gillard	Non - Executive Chairman	$45,000
Mr Brans	Non - Executive Director	$35,000
Mr Fearis	Non - Executive Director	$35,000

(I) Directors' Recommendation

Messrs Calderwood, Carson, Gillard, Brans and Fearis express no opinion and make no recommendation in respect of the resolutions that apply to them respectively. Otherwise, each of the directors recommend that shareholders approve resolutions 3, 4, 5, 6 and 7 for the reasons set out in this Explanatory Memorandum, including:

(i) Messrs Calderwood, Carson, Gillard, Brans and Fearis will have a vested interest in the affairs of the Company, as the holders of Options and as shareholders upon exercise of the Options, particularly as the Options are not transferable;
(ii) Options forming part of the directors' remuneration package were last issued by the Company approximately 3 years ago. Since that time, ordinary shares on issue in the

Company have more than doubled in order to fund exploration expenditure and consequently the directors' option holding has been diluted significantly;

(iii) With the continuing shortage of skilled, experienced personnel in the resources sector, the Company must compete with many other industry participants in order to attract and retain personnel, including directors. Remunerations levels across the board have gone up significantly over the last 3 years and, again, the Company must keep pace in order to remain competitive. Shareholder value in the Company has increased substantially since the Company's inception and the Company has been successful, by any measure, in its exploration activities and project generation to date. However, there are a number of key challenges that the Company faces over the foreseeable future as it seeks to make the transition from explorer to producer. It is important in these circumstances to ensure continuity at the Board level, as these challenges are tackled. For all these reasons as well, the directors (including the executive directors) consider it appropriate that non-executive directors also should receive options as part of their remuneration package notwithstanding the ASX Corporate Governance Council's views to the contrary;
(iv) The quantum of Directors' Options for which approval is sought is based on a number of factors, many of which are outlined in the paragraph above. The breakdown recognises the distinction between the workload and responsibilities of executive and non-executive directors. Mr Carson has been an executive director since inception but has not previously been issued any options as part of his remuneration package, hence the number proposed for him is the same as that for the Managing Director. The numbers proposed for nonexecutive directors are the same as those previously issued three years ago, with the exception of the Chairman. The increased number sought for the Chairman is in recognition of the additional time spent by him on the Company's affairs, particularly in the area of corporate promotion and shareholder liaison.
(v) The issue of Options to Messrs Calderwood, Carson, Gillard, Brans and Fearis is a noncash form of remuneration, thus conserving the Company's cash reserves. The issue enables the Company to provide its directors with reward for services provided and provide an incentive with respect to future services they will provide to the Company to further progress the Company,

and on the basis that, in their opinion, the proposed issue of options is fair and reasonable having regard to the terms of the Options.

(J) Other Information

No stamp duty will be payable in respect of the grant of the Directors' Options. No GST will be payable by the Company in respect of the grant of the Directors' Options (or if it is then it will be recoverable as an input credit).

Other than the information above and otherwise set out in this Explanatory Memorandum and the accompanying cover letter, the directors believe that there is no other information known to the Company or its directors that will be reasonably required by shareholders to make a decision in relation to benefits contemplated by the proposed resolutions 3, 4, 5, 6 and 7.

6. DEFINITIONS

The following terms including in this Notice and the Explanatory Memorandum shall have the following meaning, unless stated otherwise:

Corporations Act means the Corporations Act 2001 (Cth);

Directors' Options means the Options proposed to be issued pursuant to Resolutions 3, 4, 5, 6 and 7 of the Notice; and

Options means the options to subscribe for ordinary shares in the issued capital of the Company on the terms and conditions set out in Appendix A; and

Share means an ordinary share in the Company.

7. CAUTIONARY NOTES

The directors recognise and acknowledge the importance of shareholders making their decision on the basis of the best possible information. However, once this material for the Notice of Meeting and Explanatory Memorandum is prepared and despatched to shareholders, the Company has no legal obligation to continuously update the content of this material nor is it practical and logistically possible to do that and inform each shareholder individually.

By its nature, the exploration industry is subject to numerous risks and the Company's share price is affected by a range of factors. From the time of preparing this material to the date of the Annual General Meeting, the Company's share price may go up or down. The Company will continue to comply with its continuous disclosure obligations and make appropriate announcements to the ASX.

Shareholders are strongly encouraged to keep track of any announcements that the Company may make and of the Company's share price up to the date of the Annual General Meeting as that information may have an effect on the calculations and the data that is provided in this Notice and the Explanatory Memorandum. If you do not understand the effect of such information, you should consult your professional advisor.

APPENDIX A TERMS AND CONDITIONS OF OPTIONS (RESOLUTIONS 3, 4, 5, 6 & 7)

The material terms and conditions of the Options are as follows:

1. Each Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of Perseus Mining Ltd (the "Company") at a price of $1.50 per share from 1 July 2008 until 31 July 2010 ("the Expiry Date").
1. The Options are exercisable at any time during the exercise period noted above by notice in writing to the Directors accompanied by payment of the exercise price.
1. Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.
1. The Options are not transferable, except to a spouse of the Optionholder or a company wholly owned by the Optionholder and his or her spouse.
1. Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of Options within 3 business days after the date of allotment of those shares.
1. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each Optionholder at least 9 business days before the record date for any proposed issue of capital on an entitlement basis. This will give Optionholders the opportunity to exercise their Options (subject to the exercise period referred to above) prior to the date for determining entitlements to participate in any such issue.
1. There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.
1. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
1. The Optionholder is entitled to exercise the Options prior to the commencement of the exercise period referred to in (1) above if a takeover bid under Chapter 6 of the Corporations Act is made for the Company and either:
- (a) the offeror has at the time of making the takeover bid a voting power of more than 50% in the Company; or
- (b) if sub-clause (a) does not apply, the offeror acquires a voting power of more than 50% in the Company.
1. The Optionholder (or his beneficiary) is entitled to exercise the Options prior to the commencement of the exercise period referred to in (1) above in the event of death or total and permanent disablement of the Optionholder.

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

OR The Chairman of the Meeting (mark with an "X")

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 are appointing as your proxy.

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 2007 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 ÆÆ

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. The Chairman of the Meeting intends to vote any such undirected proxies in favour of all the resolutions, with the exception of resolutions 3, 4, 5, 6, and 7, where they will be treated as abstentions**.**

If you do not mark the above box and you have not directed your proxy how to vote in the boxes below, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called.

Voting directions to your proxy – please mark ⌧ to indicate your directions

	For	Against	Abstain*
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-election of director, N C Fearis
Resolution 3 –Approval for the issue of options to Director, Mr M A Calderwood
Resolution 4 – Approval for the issue of options to Director, Mr C J Carson
Resolution 5 – Approval for the issue of options to Director, Mr R N Gillard
Resolution 6 – Approval for the issue of options to Director, Mr R B Brans
Resolution 7 – Approval for the issue of options to Director, Mr N C Fearis

* 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

	Dire

Sole Company Secretary

Sole Director and Director Director/Company Secretary

Dated: ___/___/2007

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.

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:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or 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 securityholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with theregistry. If you have not previously lodged this document for notation, please attach acertified 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 formmust be signed by that person. If the company (pursuant to section 204A of theCorporations Act 2001) does not have a Company Secretary, a Sole Director can also signalone. Otherwise this form must be signed by a Director jointly with either another Directoror 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 3.30pm on 27 November 2007. 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

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

BY FAX (61 8) 9240 2406