PERSEUS MINING LIMITED — AGM Information 2010

Oct 25, 2010

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ABN 27 106 808 986
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NOTICE OF MEETING

AND

EXPLANATORY MEMORANDUM

AND

MANAGEMENT INFORMATION CIRCULAR

in respect of the

ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on Friday, 26 November 2010 at 3pm, Perth, Western Australia

As at and dated 22 October 2010

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

ABN 27 106 808 986

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NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the " Meeting ") of holders of ordinary shares (the " Shareholders ") of Perseus Mining Limited ABN 27 106 808 986 (the " Company ") will be held at the Duxton Hotel Perth, 1 St Georges Terrace, Perth, Western Australia. on Friday, 26 November, 2010 at 3.00 pm (Perth time) for the purpose of transacting the business set out below.

The enclosed Explanatory Memorandum and Management Information Circular accompany and form part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

1. Financial Report for the Year Ended 30 June 2010

To receive and consider the financial report of the Company for the year ended 30 June 2010, together with the reports by the directors and auditors thereon;

2. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution in accordance with section 250R(2) of the Corporations Act 2001 (Cth) :

"That the Remuneration Report as set out in the Directors' Report section of the 2010 Annual Report of the Company be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

3. Resolution 2 - Re-Election of Mr Reg Gillard as a Director

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

“That Mr Reg Gillard, who retires in accordance with Clause 3.6 of the Constitution of the Company and, being eligible, offers himself for re-election, be and is hereby re-elected as a director of the Company.”

4. Resolution 3 - Re-Election of Mr Neil Fearis as a Director

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

“That Mr Neil Fearis, who retires in accordance with Clause 3.6 of the Constitution of the Company and, being eligible, offers himself for re-election, be and is hereby re-elected as a director of the Company.”

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5. Resolution 4 – Adoption of Stock Option Plan

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

“That for the purpose of 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 2010 Employee Option Plan (“ 2010 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 2010 Plan as an exception to ASX Listing Rule 7.1.”

A copy of the proposed 2010 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 proposed 2010 Plan prior to the meeting will be sent a copy on request.

Voting Exclusion

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.

6. Resolution 5 – Non-Executive Directors Fees

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

“That, pursuant to clause 10.2 of the Company’s Constitution, aggregate non-executive Directors’ fees be increased from $400,000 per annum to $750,000 per annum.”

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Directors and any of their associates. However, the Company will not disregard a vote if:

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

• (ii) it is 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.

GENERAL BUSINESS

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

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Accompanying this Notice of Meeting is (i) an explanatory memorandum and management information circular, which provide additional information relating to the matters to be dealt with at the Meeting; and (ii) a Form of Proxy or a Voting Instruction Form (“ VIF ”).

Registered Shareholders

A registered Shareholder may attend the Meeting in person or may be represented thereat by proxy. In accordance with section 249L of the Corporations Act 2001 (Cth) (Australia) (the “ Corporations Act ”), Shareholders are advised that:

• the proxy need not be a shareholder of the Company;

• each Shareholder may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion; and

• a Shareholder 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, each proxy may exercise half of the votes.

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

Accordingly, if you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy and return it in accordance with its instructions in accordance with the following:

1. in respect of Shareholders registered on the Company’s Australian share register , prior to 3pm. (Perth time) on Wednesday, 24 November 2010:

2. (i) in person to the Company’s registered office at 30 Ledgar Road, Balcatta, Western Australia, 6021;

3. (ii) by facsimile to +61 8 9240 2406; or

4. (iii) by mail to P.O. Box 717, Balcatta, Western Australia, 6914.

5. in respect of Shareholders registered on the Company’s Canadian register , not later than 48 hours prior to the Meeting, by mail to Equity Financial Trust Company, attention Proxy Department, at 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1 or by facsimile at +1 416 595-9593.

Beneficial Shareholders

If you are a beneficial Shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the VIF in accordance with the instructions provided to you, by your broker, or by the other intermediary.

The directors of the Company have set 26 October 2010 as the record date for determining the Shareholders of the Company entitled to receive the Notice of Meeting and 5pm (Perth time) on Wednesday, 24 November 2010 as the record date for determining the Shareholders of the Company entitled to vote at the Meeting.

By Order of the Board of Directors

S M Shah Company Secretary Perth, Western Australia

Dated: 22 October 2010

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EXPLANATORY MEMORANDUM AND MANAGEMENT INFORMATION CIRCULAR

This Explanatory Memorandum and Management Information Circular is furnished in connection with the solicitation of proxies by Perseus Mining Limited (" Perseus " or the " Company ") for use at the annual general meeting of the holders of the ordinary shares (the " Shares ") of the Company (the " Shareholders ") to be held on Friday, 26 November 2010 at 3pm (Perth time), and any adjournment thereof (the " Meeting" ), at the place and for the purposes set forth in the accompanying notice of meeting (the “ Notice ”).

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the matters set forth in the Notice attached hereto for approval at the Meeting. The Directors recommend that Shareholders read this Explanatory Memorandum and Management Information Circular in full before making any decision regarding the matters set forth in the Notice.

1. Financial Statements and Reports

In accordance with the requirements of the Company’s Constitution and the Corporations Act 2001 (Cth) Australia (the “ Corporations Act ”) , the audited consolidated financial statements for the financial year ended 30 June 2010, together with the report of the auditor thereon and the directors’ report (the “ Annual Report ”) will be tabled at the Meeting. Shareholders will have the opportunity at the Meeting to discuss the Annual Report, make comments and raise queries in relation to the Annual Report.

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

Companies are no longer required to mail out a hard copy of their annual report to shareholders except to shareholders who have elected to receive a hard copy and notified the Company to that effect. Shareholders who have not already made such an election, may obtain a hard copy of the Annual Report by contacting the Company. Alternatively, the Annual Report is available on the Company’s website at www.perseusmining.com and may be downloaded or read online.

2. Resolution 1 - Adoption of Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company submits to Shareholders for consideration and adoption, by way of a non-binding resolution, its remuneration report for the year ended 30 June 2010 (the " Remuneration Report "). The Remuneration Report is a distinct section of the Annual Report which deals with the remuneration of directors and executives of the Company.

By way of summary, the Remuneration Report:

• (a) explains the Company’s remuneration policy and the process for determining the remuneration of its directors and executive officers;

• (b) addresses the relationship between the Company’s remuneration policy and the Company’s performance; and

• (c) sets out the remuneration details for each director and executive officer named in the Remuneration Report for the financial year ended 30 June 2010.

The Directors recommend that Shareholders vote in favour of the adoption of the Remuneration Report. As previously stated, this resolution is advisory only and does not bind the Company. However, the Board will take the outcome of the vote on this resolution into consideration when reviewing the remuneration practices and policies of the Company in the future.

The Chairman of the Meeting will provide Shareholders with reasonable opportunity at the Meeting to ask questions about, or to make comments on, the Remuneration Report.

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3. Resolutions 2 and 3 - Re-Election of Mr Reg Gillard and Mr Neil Fearis as Directors

In accordance with the requirements of the Company’s Constitution, ASX Listing Rules and the Corporations Act, one-third of the directors of the Company (excluding the Managing Director) and those who were last re-elected more than three years ago must retire from office at the Meeting, however being eligible, may offer themselves for re-election. In accordance with these requirements, Mr Gillard and Mr Fearis must retire at the Meeting, but being eligible, offer themselves for reelection. Details of their qualifications and experience are available in the Annual Report.

Director Information

The following table sets out the names of the nominees for election as a Director of the Company and each other person whose term of office as a Director will continue after the Meeting, the province or state and the country in which each is resident, all positions with the Company now held by each of them, their present principal occupation, business or employment in the five preceding years, the period of time for which each has served as a Director of the Company, and the number of Shares of the Company or its subsidiaries beneficially owned or controlled or directed, directly or indirectly, by such person as at the date hereof.

				Number of
				Shares
	Position(s) with	Principal Occupation During	Director	Controlled or
Name and Residence	Perseus	Past Five Years	Since	Directed
REGINALD N.	Non-Executive	Acting as director of various public	2003*	955,732
GILLARD(1)(2)....................	Chair	companies
Western Australia, Australia
MARK A.	Managing	Managing Director, Perseus (2004 to	2004	4,600,000
CALDERWOOD ................	Director	present)
Western Australia, Australia
COLIN J. CARSON ............	Executive Director	Executive Director, Perseus (2003 to	2003	503,200
Western Australia, Australia		present); Executive Director, Caspian
		Oil & Gas Ltd., an oil producer and
		explorer (1996 to present)
RHETT B. BRANS .............	Executive Director	Managing Director, Proman Consulting	2004	850,000
Western Australia, Australia		Engineers (2008 to present, 1992 to
		2005); General Manager, Engineering
		and Construction, Straits Resources
		Limited, a diversified resources
		company (1992 to 2005)
NEIL C. FEARIS(1)(2)..........	Non-Executive	Solicitor (1999 to present)	2004*	477,732
Western Australia, Australia	Director
T. SEAN HARVEY(1).........	Non-Executive	Self-employed consultant (June 2006 to	2009	100,000
Ontario, Canada	Director	present); Chairman, Andina
		Minerals Inc., a precious metal
		exploration and development company
		(2004 to present); President & Chief
		Executive Officer, Orvana Minerals
		Corp., a gold producing company
		(April 2005 to June 2006);
		Self-employed consultant (January
		2004 to April 2005)

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ABN 27 106 808 986

				Number of
				Shares
	Position(s) with	Principal Occupation During	Director	Controlled or
Name and Residence	Perseus	Past Five Years	Since	Directed
MICHAEL A. BOHM(2) ........	Non-Executive	Managing Director, Herencia	2009	20,000
Western Australia, Australia	Director	Resources plc, a mineral exploration
		and development company
		(January 2009 to present); Chief
		Development Officer and Managing
		Director (Asia), Mineral Securities
		Operations Ltd., a resource evaluation
		and exploration company (August 2005
		to December 2008); Consultant/Project
		Director/ Operations Director, Sally
		Malay Mining Limited, a nickel
		production company (September 2001
		to March 2005)

_______

Notes: (1) Member of the Audit Committee. (2) Member of the Remuneration Committee.

* Denotes candidates eligible for election as directors.

The Directors recommend that Shareholders vote in favour of the election of Messrs Gillard and Fearis.

No proposed director of the Company is, as at the date hereof or has been within the ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any company (including Perseus) that was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, issued: (1) while that person was acting as director, chief executive officer or chief financial officer; or (2) after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in that capacity.

Other than as described below, no proposed director (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including Perseus) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director.

From November 1996 to June 2008, Mr. Gillard was a director of Voyager Resources Limited (“ Voyager ”) (previously Lafayette Mining Limited), an issuer listed on the ASX. On December 18, 2007, Voyager entered into voluntary administration under the provisions of the Corporations Act. In April 2008, Voyager entered into a deed of company arrangement with the consent of its creditors. In August 2009, the deed of company arrangement was effected, completing the term of the deed administrator. Voyager’s securities were reinstated to quotation on the ASX in September 2009

From August 2005 to November 2008, Mr. Bohm was a director of certain unlisted subsidiaries of Mineral Securities Limited, an ASX listed company, including Mineral Securities Operations Limited, Kadina Pty Ltd, Platmin Holdings Pty Ltd and Mineral Securities Holdings Pty Ltd, (collectively, the “ CopperCo Subsidiaries ”). In August 2008, CopperCo Limited (“ CopperCo ”), an ASX listed company, acquired Mineral Securities Limited and the CopperCo Subsidiaries.

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In late November 2008, CopperCo and a number of its subsidiaries, including the CopperCo Subsidiaries, were placed in voluntary administration and receivership. Mr. Bohm resigned as a director of the CopperCo Subsidiaries immediately prior to the CopperCo Subsidiaries being placed in voluntary administration and receivership. The CopperCo Subsidiaries subsequently became whollyowned subsidiaries of Cape Lambert Iron Ore Ltd. and as of the date hereof, are no longer in voluntary administration and receivership.

4. Resolution 4 – Adoption of Perseus Mining Limited 2010 Employee Option Plan (“2010 Plan”)

The Company first adopted the Perseus Mining Limited Employee Option Plan in November 2005 (the “ 2005 Plan ”). In accordance with ASX Listing Rules, the 2005 Plan was subsequently renewed by Shareholders in November 2008. The 2005 Plan was established in order to provide incentive compensation to eligible employees, consultants or contractors of the Company and its subsidiaries as well as to assist the Company and its subsidiaries attract, motivate and retain qualified management personnel, employees and consultants.

The Company listed on the Toronto Stock Exchange (the “ TSX ”) in February 2010 and as a result it is necessary to amend aspects of the 2005 Plan to comply with the TSX rules. As a consequence, the Directors propose the adoption of the Perseus Mining Limited 2010 Employee Option Plan (the “ 2010 Plan ”) which has been drafted to comply with the ASX listing rules and the TSX rules regarding option plans. Subject to adoption of the 2010 Plan, the 2005 Plan will be immediately terminated by the Directors. Options issued under the 2005 Plan will not be affected by the termination of the 2005 Plan and will continue in force on the terms and conditions of that plan until such time as they are exercised, expire or are otherwise subject to lapse or cancellation.

The 2010 Plan will be administered by the Board of Directors of the Company, which will designate, from time to time, the recipients of grants and the terms and conditions of each grant, in each case in accordance with applicable securities laws and stock exchange requirements. Options issued under the 2010 Plan will not be listed on the ASX or the TSX.

The 2010 Plan is generally very similar to the 2005 Plan, with the key difference being that the 2005 Plan allows for the issue of options with an exercise price that is at a discount of up to 20% of the market price of the underlying ordinary shares (as permitted by ASX listing rules) whereas the 2010 Plan requires that the exercise price of the options be no less than the market price of the underlying ordinary shares at the time of grant of the options (as required by TSX rules). As is the case with the 2005 Plan, the 2010 Plan will not allow participation by directors of the Company. The key terms and conditions of the 2010 Plan are described below.

The aggregate maximum number of Shares available for issuance under the 2010 Plan at any given time is 5% of the Company’s currently outstanding Shares as at that time. Options on issue under the 2005 Plan will be included in assessing compliance with the 5% limit. An aggregate number of 15,450,354 shares will be reserved for issuance under the 2010 Plan (which is equal to 5% of the issued and outstanding Shares on a non-diluted basis as of the date hereof less the options on issue under the 2005 Plan). The aggregate number of securities that can be issued to insiders of the Company within any one year period or issuable to insiders at any time under all of the Company’s security based compensation arrangements (including the 2010 Plan and the 2005 Plan) may not exceed 10% of the Company’s total number of issued and outstanding securities.

The Board of Directors of the Company will establish the exercise price of an option at the time each option is granted provided that, so long as the Shares are listed on the TSX, such price shall not be less than the volume weighted average trading price of the Shares on the TSX, or another stock exchange where the majority of the trading volume and value of the Shares occurs, such as the ASX, for the five trading days immediately preceding the day the option is granted.

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Unless the Company determines otherwise, options issued by the Company vest on the first anniversary of the date of grant and expire on the third anniversary of the date of grant. Notwithstanding the foregoing, in certain special circumstances, including total and permanent disablement, death of the participant, retirement or retrenchment, options issued under the Plan will expire on the date that is the earlier of the three year anniversary of the date of grant and the date that is six months after the date such special circumstance first arose. Further, in the event a takeover offer is made and the offeror is or will become entitled to more than 50% of the Shares of the Company, all outstanding options will immediately vest upon notice by the Company to the participant of the takeover offer and the participant shall thereafter be entitled to exercise all options for a period 30 days from such notice.

Participants will not be entitled to participate in any new issue of securities in the Company unless they have exercised their options prior to the record date for the determination of entitlements to the new issue and participate in such issue as a result of being holders of such Shares. The Company must give participants notice of any issue of securities before the record date for determining entitlements to the issue.

An option will lapse upon the earliest of (i) the last expiry date; (ii) the date the Participant ceases to be an eligible participant in circumstances which the Board considers to involve fraud, dishonesty or other serious misconduct which would constitute sufficient cause for an employer to dismiss an employee without notice; (iii) the expiration of 30 days after the date the Participant ceases to be an eligible participant for any reason including resignation, other than due to the occurrence of a “special circumstance” (which includes total and permanent disablement, death, retirement or retrenchment); and (iv) the date of receipt by the Company of notice from the Participant after a “special circumstance” has arisen with respect to the Participant that the Participant has elected to surrender the Options.

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of an option before the record date for determining entitlements to the bonus issue then the number of Shares in respect of which the option is exercisable shall be increased by the number of Shares which the participant would have been issued if the participant had exercised the option prior to such record date and no adjustment will be made to the exercise price of the option.

If there is any reorganisation, other than a new issue or bonus issue, of the capital of the Company, then the number of options to which each participant is entitled and/or the corresponding exercise price will be adjusted in accordance with the requirements of the ASX and the TSX.

A participant must exercise options in multiples of 10,000 or such other multiples as the Board determines unless the participant exercises all options exercisable at that time. Subject to certain limited circumstances, the options are non-transferable and a participant must not dispose of, grant any security interest over or otherwise deal with any options or any interest in any options, and any such security interest or disposal or dealing will not be recognized in any manner by the Company.

Except in certain circumstances described below for which shareholder approval is required, and subject to regulatory approval, the Board may amend or revise the 2010 Plan or the terms of any option, including to: (a) comply with applicable laws or the requirements of any applicable regulatory authority or stock exchange; (b) amend the exercise conditions of any option; (c) amend the termination provisions of any option or those contained in the 2010 Plan, provided such amendment does not entail an extension beyond the initial expiry date; (d) modify the maximum number of Shares which may be offered for subscription and purchase under the 2010 Plan following the declaration of a stock dividend, subdivision, consolidation, reclassification, bonus issue, rights issue, reorganization, or any other change with respect to the Shares; (e) clarify any ambiguity or remedy any deficiency, error or omission in the 2010 Plan; or (f) facilitate the administration of the 2010 Plan.

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The Board of Directors of the Company may make the following amendments to the 2010 Plan only after the receipt of shareholder and regulatory approval:

• (i) reduce the exercise price of a previously issued option held by an insider, provided that, in no event, may the exercise price be less than the market price;

• (ii) extend the expiry of any option held by an insider;

• (iii) remove or exceed the participation limit for insiders;

• (iv) increase the maximum number of Shares reserved for issuance under the 2010 Plan; and

• (v) amend the amendment provisions of the 2010 Plan.

Status of the 2005 Plan

As of the date hereof, a total of 12,115,000 options have been granted under the 2005 Plan since its inception in November 2005. A total of 6,500,000 options have been exercised and or cancelled / lapsed to date. As of the date hereof, a total of 5,615,000 options remain on issue (representing approximately 1.3% of the issued and outstanding Shares on a non-diluted basis as of the date hereof) with an average exercise price of $2 per option and expiry dates ranging from January 2012 to October 2013. As described above, assuming that the 2010 Plan receives shareholder approval, no further options will be granted under the 2005 Plan.

5. Resolution 5 – Non-Executive Directors Fees

Resolution 5 seeks shareholder approval for an increase in the fees available for payment to the nonexecutive directors of the Company. Non-executive directors’ fees are currently limited to an aggregate of $400,000 per annum and shareholder approval is sought to increase this amount by $350,000 for a new aggregate limit of $750,000.

At the last annual general meeting of Shareholders in November 2009, Shareholders approved an increase in the non-executive directors’ fees from $200,000 to $400,000 per annum, following a doubling of the number of the Company’s non-executive directors from two to four. Whilst there have been no further changes to the Board composition since November 2009, the Company since commissioned an independent review of remuneration for non-executive directors as part of a wider review involving the remuneration of senior executives. On the basis of that review and, subject to Shareholder approval of this resolution, the Board approved various increases to the remuneration of non-executive directors. In addition, the ASX recently amended its listing rules such that statutory superannuation payments to non-executive directors must now be included in the fees approved by shareholders for payment to non-executive directors. These superannuation payments were previously excluded from such fees.

With a significant change in the scale of the Company’s activities over the past 12 months as it transitions from mineral explorer to producer through the development of the Central Ashanti Gold Project in Ghana, the feasibility study at Tengrela and a very active exploration program across all projects, there has been both an increase in the number of Board meetings and in the amount of time spent by non-executive directors on the Company’s business. All these changes in the Company’s profile (including its admission to the ASX 200) were considered in the independent review of nonexecutive directors’ fees. Following that review, it was agreed to increase the non-executive chairman’s fee to $150,000 per annum and that of the other non-executive directors (3 at present) to $85,000 per annum, excluding statutory superannuation.

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Resolution 5 provides for a maximum of $750,000 in non-executive director fees, which will provide the Company flexibility in appointing new directors in the future and provide flexibility to allow for payment of appropriate fees over time. It is not the Board’s present intention to utilise the entire proposed $750,000 of fees and such amount is simply the maximum that the Company will be allowed to pay its non-executive directors in aggregate without further shareholder approval.

The Company’s executive directors, Mr Mark Calderwood, Mr Colin Carson and Mr Rhett Brans (who will not be eligible for directors’ fees) recommend that Shareholders approve Resolution 5 for the increase in non-executive directors’ fees.

Other Business

Management is not aware of any other business to come before the Meeting other than as set forth in the accompanying Notice. If any other business properly comes before the Meeting, it is the intention of the persons named in the form of proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

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MANAGEMENT INFORMATION CIRCULAR

The Company is a “reporting issuer” in Canada. Accordingly, pursuant to the requirements of National Instrument 51-102 - Continuous Disclosure Obligations (“ NI 51-102 ”) of the Canadian Securities Administrators, the following disclosure is required to be included with this Explanatory Memorandum.

Purpose of Solicitation

This Information Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting. The Meeting will be held at the Duxton Hotel Perth, 1 St Georges Terrace, Perth, Western Australia on Friday, 26 November, 2010 at 3.00 pm (Perth time), for the purposes set forth in the Notice accompanying this Explanatory Statement and Management Information Circular.

Solicitation of proxies will be primarily by mail but may also be by telephone, facsimile or in person by directors, officers and employees of the Company who will not be additionally compensated therefor. All costs of this solicitation will be borne by the Company.

Appointment of Proxies by Registered Shareholders

Enclosed herewith is a form of proxy for use at the Meeting. A Shareholder has the right to appoint up to two persons (who need not be Shareholders) to attend and act for the Shareholder and on the Shareholder’s behalf at the Meeting other than the person designated in the form of proxy and may exercise such right by inserting the full name of the desired person(s) in the blank space provided in the form of proxy.

The proxy to be acted upon must be delivered:

• (a) in respect of Shareholders registered on the Company’s Australian share register , prior to 3 pm. (Perth time) on Wednesday, 24 November 2010:

• i. in person to the Company’s registered office at 30 Ledgar Road, Balcatta, Western Australia, 6021;

• ii. by facsimile to +61 8 9240 2406; or

iii. by mail to P.O. Box 717, Balcatta, Western Australia, 6914.

• (b) in respect of Shareholders registered on the Company’s Canadian share register , not later than 48 hours prior to the Meeting by mail to Equity Transfer & Trust Company, attention Proxy Department, at 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1 or by facsimile at +1 416 595-9593.

Revocation of Proxies

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

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Voting of Proxies

The form of proxy accompanying this Explanatory Memorandum and Management Information Circular confers discretionary authority upon the proxy with respect to any amendments to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. At the time of printing this Management Information Circular, management knows of no such amendment, variation or other matter.

It is intended that the person designated by management in the form of proxy will vote the securities represented by the proxy IN FAVOUR of each matter identified in the proxy and FOR the election of the proposed directors to the Board of Directors of the Company.

Advice for Beneficial Holders

Shares may not be registered in the Shareholder’s name but in the name of an intermediary (which is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates). A non-registered Shareholder cannot be recognized at the Meeting for the purpose of voting his Shares unless such holder is appointed by the applicable intermediary as a proxyholder.

The Company has distributed copies of the Meeting materials to intermediaries for distribution to non-registered Shareholders. Intermediaries are required to deliver these materials to all nonregistered Shareholders of the Company who have not waived their rights to receive these materials, and to seek instructions as to how to vote the shares. Often, intermediaries will use a service company (such as Broadridge Financial Solutions Inc.) to forward these meeting materials to nonregistered Shareholders.

Non-registered Shareholders who receive meeting materials will be given a voting instruction form (a “ VIF ”) which must be completed and signed by the non-registered Shareholder in accordance with the instructions noted on it. In this case, the mechanisms described above for registered Shareholders cannot be used and the instructions on the VIF must be followed (which in some cases may allow completion of the VIF by telephone or the Internet). The VIF is provided instead of a proxy. By returning the VIF in accordance with its instructions, a non-registered owner is able to instruct the registered Shareholder how to vote on behalf of the non-registered owner.

The purpose of these procedures is to allow non-registered Shareholders to direct the voting of the shares that they own but that are not registered in their name. Should a non-registered Shareholder wish to attend and vote at the Meeting in person (or have another person attend and vote on his behalf), the non-registered Shareholder should carefully follow the instructions provided on the VIF.

Proxies returned by intermediaries as “non-votes” because the intermediary has not received instructions from the non-registered Shareholder with respect to the voting of certain shares or, under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those Shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having those Shares voted in respect of any such matter.

Voting Shares and Record Date

The authorized capital of the Company consists of an unlimited number of Shares of which as of 21 October 2010, a total of 421,307,088 Shares were issued and outstanding as fully paid. The Shares are the only shares of the Company entitled to be voted at the Meeting and subject to certain exclusions of votes described above, each Share is entitled to one vote at the Meeting.

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ABN 27 106 808 986

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The directors of the Company have set 26 October 2010 as the record date for determining the Shareholders of the Company entitled to receive the Notice of Meeting and 5pm (Perth time) on Wednesday, 24 November 2010 as the record date for determining the Shareholders of the Company entitled to vote at the Meeting.

A simple majority of votes cast is required to approve all matters to be submitted to a vote of Shareholders at the Meeting.

Principal Holders of Shares

As of the date hereof, to the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, or controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all of the issued and outstanding Shares other than:

	Total Number of Shares	Total Number of Shares
Name	Owned, Controlled or Directed			Percentage of Voting Shares
[Goodman & Company,	[42,815,000]				[10.16]%
Investment Counsel Ltd.]
Securities Authorized	for Issuance under Equity Compensation Plans
The following table sets out information in respect			of the equity compensation			plans under whic
equity securities of the	Company are authorised for issuance, as at 30 June				2010.
	Number of securities to be	Weighted-average exercise			Number	of securities remaining
	issued upon exercise of		price of outstanding		available for future issuance
	outstanding options, warrants		options, warrants and		under equity compensation
	and rights			rights		plans
Equity Compensation Plans	4,400,000(1)			A$1.70(1)		16,501,604(1)
approved by	7,600,000(2)			A$1.18(2)		N/A(2)
securityholders.
Equity compensation plans	-			-		-
not approved by
securityholders
Total	12,000,000			A$1.37		16,501,604

The following table sets out information in respect of the equity compensation plans under which equity securities of the Company are authorised for issuance, as at 30 June 2010.

______ Notes:

(1) Consisting of the 2005 Plan.

(2) Consisting of equity compensation approved by securityholders but not under any specific plan or issued under the Directors’ discretionary capacity.

Statement of Corporate Governance

For disclosure on the Company’s corporate governance practices, including a description of the audit committee (the “ Audit Committee ”) and the remuneration committee (the “ Remuneration Committee ”) of the Company, please see the section of the annual information form of Perseus dated September 28, 2010 (the “ AIF ”) entitled “ Audit Committee and Corporate Governance ”, which section is incorporated into this Explanatory Memorandum and Management Information Circular. A copy of the AIF is filed on SEDAR at SEDAR.com and, upon request to the Company Secretary, will be provided free of charge to any Shareholder.

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ABN 27 106 808 986

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Statement of Executive Compensation

Named Executive Officers

Perseus’s compensation practices are designed to attract, motivate and retain highly qualified employees and executives to manage the business of the Company by rewarding individual and corporate performance and aligning the interests of the Named Executive Officers (as defined in Form 51-102F6 — Statement of Executive Compensation ) (the “ Named Executive Officers ” or “ NEOs ”) with the Company’s shareholders.

As at 30 June 2010, the Company had seven Named Executive Officers: Mark A. Calderwood, the Chief Executive Officer ( “CEO” ) and Managing Director ( “MD” ); Colin Carson, an Executive Director (and also formerly the Chief Financial Officer of the Company until April, 2010 (the “ Former CFO ” ) ; Rhett Brans, an Executive Director; Susmit Shah, the Company Secretary; Kevin Thomson, Regional Exploration Manager; Jeff Quartermaine, Chief Financial Officer (“ CFO ”) and Grant Pierce, General Manager Operations.

External Management Companies

Neither Mr. Brans nor Mr. Shah is an employee of the Company as their services to the Company for the financial year ended 30 June 2010 were provided through Proman Consulting Engineers Pty Ltd. (“ Proman ”) and Corporate Consultants Pty Ltd. (“ CCPL ”) respectively.

The Company has entered into an unwritten arrangement with Proman pursuant to which Mr. Brans provides executive management services to the Company. The services are provided on a month-tomonth basis at a fixed monthly rate. Either party may terminate the arrangement upon one month’s notice to the other. There is no change of control provision in the arrangement with Proman.

For the year ended 30 June 2010, the total compensation paid by Perseus to Proman for the services of Mr. Brans was A$216,833. Mr Brans is the chief beneficiary of income earned by Proman.

The Company has entered into an unwritten arrangement with CCPL, a company in which both Mr. Gillard and Mr. Shah have beneficial interests. Pursuant to the arrangement with CCPL, Mr. Shah provides executive management services to the Company. The services are provided on a month-tomonth basis with services charged on a time basis at hourly rates that the Company believes to be comparable to market rates. Either party may terminate the arrangement upon one month’s notice to the other. There is no change of control provision in the arrangement with CCPL.

For the year ended 30 June 2010, the total compensation paid by Perseus to CCPL for office space, accounting, secretarial and corporate service including the services of Mr. Shah was A$427,266 of which approximately A$168,500 relates to Mr Shah’s services.

Compensation Discussion & Analysis

The objective of the Company’s compensation strategy is to compensate NEOs such that they are motivated to pursue the long-term growth and success of the Company and there is a clear relationship between performance and compensation.

Perseus aims to reward NEOs with a level of remuneration commensurate with their position and responsibilities within the Company and so as to: (a) align the interests of the NEOs with those of Shareholders; (b) ensure rewards are consistent with the strategic goals and performance of the Company; and (c) ensure total remuneration is competitive.

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ABN 27 106 808 986

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For the year ended June 30, 2010 the elements of compensation earned, awarded or paid to the NEOs included annual compensation in the form of a base salary, superannuation (pension) contribution required under the Superannuation Guarantee (Administration) Act 1992 (Cth) (the “ Australian Legislation ”), other benefits (if any) and, for certain NEOs, long term incentives through the grant of options.

A NEO’s base salary is set so as to provide a base level of remuneration which is both appropriate to the position and competitive.

A NEO’s base salary is reviewed annually by the Board of Directors and the process consists of a review of companywide, business unit and individual performance, relevant comparative remuneration in the market and in the Company and, where appropriate, external advice on policies and practice. Independent advice on the appropriateness of remuneration packages is obtained, where necessary.

As required under the Australian Legislation, NEOs receive superannuation (pension) contributions which are a percentage of base salary.

The objective of the Company’s long term incentive policy is to reward executives and senior managers in a manner which aligns an element of their remuneration with the creation of shareholder wealth, as measured by increases in the price and value of the Company’s Shares. Given the speculative nature of the Company’s activities and the small executive team responsible for its running, it is believed that the performance of the Company’s executives and the performance and value of the Company’s Shares are closely related. As such, options are designed to only be of benefit to the NEOs if they perform to the level whereby the value of the Company increases sufficiently to warrant exercising the options granted.

Grants of long term incentives are generally determined by reference to market conditions, comparable companies within the industry and the amount of cash compensation paid to that NEO. Given the evolving nature of the Company’s business, the Company’s overall compensation plan is under constant review so as to continue to address its objectives.

In setting the fixed remuneration and long-term incentive awards of its NEOs, the Company refers to the remuneration offered by comparable companies in the industry. More specifically, prior to making recommendations to the Board regarding compensation of NEOs, the Remuneration Committee identifies comparable issuers and gathers information regarding the compensation paid by those issuers to its senior executives. The Remuneration Committee then benchmarks the Company’s NEOs against positions of similar responsibilities and scope of those other issuers.

The issuers selected as being comparable for this purpose have been selected on the basis of meeting most or all of the following characteristics that are common to the Company:

• listed companies;

• comparable in size; and

• corporations in the pre-production and development stage of mining and resources.

The issuers selected using these criteria were Adamus Resources Limited, Andean Resources Limited, Anvil Mining Limited, Azure Minerals Limited, CuDECO Ltd, Lihir Gold Limited, Mirabela Nickel Limited, Paladin Energy Ltd, Resolute Mining Limited and Western Areas NL.

To date, compensation has been set in the context of the Company’s status as an exploration and development stage company. This may change upon the commencement of production and revenue therefrom.

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ABN 27 106 808 986

Performance Graph

The following graph compares, assuming an initial investment of $100, the yearly percentage change in the Company’s cumulative total shareholder return on its Shares against the cumulative total shareholder return of the S&P/ASX 200 Index for the Company’s five most recently completed financial years.

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----- Start of picture text -----

Perseus Mining Limited (PRU)
Share Price Performance versus the All Ordinaries (XJO)
600
500
400
PRU
300
XJO
200
100
0
2006 2007 2008 2009 2010
----- End of picture text -----

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----- Start of picture text -----

June 30, 2006 June 30, 2007 June 30, 2008 June 30, 2009 June 30, 2010
Perseus Mining Ltd 100 242 248 152 479
[S&P/ASX200 Index] 100 124 103 78 85
----- End of picture text -----

As previously stated, the value of the NEO’s option-based compensation is linked to the performance of the Company’s share price and as a consequence is directly aligned with shareholder wealth. This relationship is demonstrated by comparing the cumulative total shareholder return of $100 invested in the Company’s ordinary shares, with the cumulative shareholder return of the S&P/ASX200 over a similar period.

Option-Based Awards

Option-based awards are a component of both short term and long term incentive compensation. Options are issued to NEOs at the discretion of the Board (and subject to Shareholder approval, where the NEO is a director of the Company), upon the recommendation of the Remuneration Committee. Share options generally vest upon the optionee remaining employed by the Company for a specified period of time. Previous grants of option-based awards are taken into account when considering new grants.

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ABN 27 106 808 986

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Summary Compensation Table

The following table and the notes thereto summarize the compensation of the NEOs for the periods indicated.

Name and Principal Position	Year Ended June 30	Salary	Share- based Awards	Option- based Awards	Non-equity Incentive Plan Compensation	Non-equity Incentive Plan Compensation	Pension Value(1)	All Other Compensation	Total Compensation
					Annual incentive plans	Long-term incentive plans
Mark Calderwood ........... Managing Director Jeff Quartermaine(1)........ Chief Financial Officer Colin Carson ................... Former Chief Financial Officer Rhett Brans(2).................. Executive Director Susmit Shah(3)................. Company Secretary Kevin Thomson .............. Exploration Manager Grant Pierce(4)................. General Manager Ops	2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009	(A$) 370,000 293,333 50,000 — 162,083 113,333 — — — — 284,878 251,047 167,748 —	(A$) — — — — — — — — — — — — —	(A$) — — — — — — — 88,323 — 149,578 37,524 186,386 883,025 —	(A$) — — — — — — — — — — — — — —	(A$) — — — — — — — — — — — — — —	(A$) 25,000 18,763 4,167 — 14,588 10,200 — — — — — — — —	(A$) — 3,258 6,667 — — 3,258 — 3,258 — — 43,982 33,873 3,50 —0	(A$) 395,000 315,354 60,834 — 176,671 126,791 — 91,581 — 149,578 366,384 471,306 1,054,273 —

Notes:

(1) Mr. Quartermaine became Chief Financial Officer of Perseus effective May 3, 2010.

(2) Perseus paid Proman A$216,833 for the year ended 30 June 2010 and A$148,875 for the year ended 30 June 2009 in connection with services provided by Mr. Brans as an executive director of the Company.

(3) Perseus paid CCPL A$427,266 for the year ended 30 June 2010 and A$273,552 for the year ended 30 June 2009 in connection with rent, accounting and secretarial services, including the services provided by Mr. Shah.

(4) Mr. Pierce became General Manager Operations of Perseus effective January 2, 2010.

Narrative Discussion

The executive management services that Mr. Brans and Mr Shah provide to the Company are provided through Proman and CCPL respectively. See above “ Statement of Executive Compensation — External Management Companies ”.

Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table discloses the individual outstanding share-based awards and option-based awards outstanding at the end of the most recently completed financial year (including awards granted before the most recently completed financial year) to each NEO.

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Named Executive Officer	Number of Securities underlying unexercised options		Option-Based Awards	Option-Based Awards	Value of unexercised in- the-money options	Share-Based Awards Number of share or units of shares that have not vested Market or payout value of share-based awards that have not vested (#) (A$) n/a n/a — — n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a	Share-Based Awards Number of share or units of shares that have not vested Market or payout value of share-based awards that have not vested (#) (A$) n/a n/a — — n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
			Option exercise price	Option expiration date
Mark Calderwood ................... Managing Director Jeff Quartermaine ................... Chief Financial Officer Colin Carson ........................... Executive Director Rhett Brans ............................. Executive Director Susmit Shah ............................ Company Secretary Kevin Thomson ...................... Exploration Manager Grant Pierce .............................. General Manager Ops	(#) 1,200,000 — 1,200,000 400,000 600,000 350,000 600,000 300,000 750,000		(A$) 1.50 — 1.50 1.50 1.00 0.65 0.65 2.13 2.13	(date) July 31, 2010 — July 31, 2010 July 31, 2010 June 30, 2011 January 23, 2012 January 23, 2012 June 16, 2013 January 14, 2012	(A$) 960,000 — 960,000 320,000 780,000 577,500 990,000 51,000 127,500	(#) n/a — n/a n/a n/a n/a n/a	(A$) n/a — n/a n/a n/a n/a n/a

Incentive plan awards – value vested or earned during the year

No incentive plan awards vested or were earned during the most recently completed financial year by any NEO.

Narrative Discussion

As of October 18, 2010 there were 3,000,000 outstanding options (of which 2,400,000 were granted under the 2005 Plan) held by NEOs of which, as of October 18, 2010, 300,000 were unvested. The exercise price of the outstanding options range from A$0.65 to A$2.45 and the expiry dates range from June 2011 to June 2013.

Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one Share of the Company with full dividend and voting rights.

For a description of the significant terms of option based awards, see “ Option Based Awards ” above.

Pension Plan Benefits

The Company does not have a pension plan and has not provided any pension plan benefits, other than statutory superannuation, to its NEOs.

Termination and Change of Control Benefits

Currently, there are no contracts, agreements, plans or arrangements that provide for payments to an NEO at, following or in connection with, any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a NEO’s responsibilities, except as described below.

Mr Quartermaine’s employment contract may be terminated by either the Company or Mr Quartermaine upon two months written notice. Subject to certain events occurring within six months of a substantial change of ownership of the Company, Mr Quartermaine is entitled to be paid compensation of between six and twelve months of salary depending on the time served with the Company at the time of the change of ownership.

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ABN 27 106 808 986

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Mr Pierce’s employment contract may be terminated by either Mr Pierce or the Company upon three months written notice. Subject to certain events occurring within six months of a substantial change of ownership of the Company, Mr Pierce is entitled to be paid compensation of twelve months of salary. In addition, if Mr Pierce’s role is made redundant or his job content is materially reduced as a result of an act or omission by the Company, Mr Pierce is entitled to be paid an amount equal to six months of salary on his termination.

Compensation of Directors

The following table sets out all amounts of compensation provided to the directors for the Company’s most recently completed financial year:

Director (1) Reginald Gillard .................... Non-Executive Chair Neil Fearis ............................. Non-Executive Director Michael Bohm ....................... Non-Executive Director T. Sean Harvey ...................... Non-Executive Director	Fees Earned	Share- based Awards	Option-based Awards	Non-equity Incentive Plan Compensation	Pension Value	All Other Compensation	Total
	(A$) 70,000 55,000 35,416 41,666	(A$) - - - -	(A$) - - 457,404 738,346	(A$) - - - -	(A$) 6,300 - 3,188 -	(A$) - - - -	(A$) 76,300 55,000 496,008 780,012

_______

Notes:

(1) The compensation for those directors who are also NEOs, being Messrs. Calderwood, Carson and Brans, is fully reflected in the “Summary Compensation Table” above. Mr Harvey and Mr Bohm were appointed as directors on September 2, 2009 and October 15, 2009 respectively.

Narrative Discussion

During the most recently completed financial year, each non-executive director and the Chairman received fees for services rendered during that year as shown in the above table. Directors are also reimbursed for all reasonable expenses incurred in their capacity of directors. Generally, directors of Perseus do not receive additional amounts for committee participation or special assignments, however should the non-executive directors provide services in excess of those expected of such a position, the Company will provide reasonable remuneration for those services. There are no other arrangements under which directors were compensated for their services as directors or as consultants or experts during the Company’s most recently completed financial year.

The Board of Directors seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest caliber, at a reasonable cost to the Company.

The ASX listing rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by the Shareholders in general meeting. An amount not exceeding that amount is then divided between the directors as agreed. The latest determination was at a general meeting on November 27, 2009 when shareholders approved aggregate remuneration of A$400,000 per year (the Directors are seeking an increase of this amount from A$400,000 to A$750,000 at the Meeting).

Non-executive directors may also be awarded options. The issue of options to non-executive directors is considered an appropriate method of providing sufficient incentive and reward whilst maintaining cash reserves.

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ABN 27 106 808 986

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The Board of Directors reviews the remuneration packages for the non-executive directors on an annual basis. The Board of Directors considers fees paid to non-executive directors of comparable companies when undertaking its annual review process.

Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table discloses the individual outstanding share-based awards and option-based awards outstanding at the end of the most recently completed financial year (including awards granted before the most recently completed financial year) to each director of the Company.

Director(1)	Number of Securities underlying unexercised option		Option-Based Awards	Option-Based Awards	Value of unexercised in- the-money options	Share-Based Awards Number of share or units of shares that have not vested Market or payout value of share-based awards that have not vested (#) (A$) n/a n/a n/a n/a n/a n/a n/a n/a	Share-Based Awards Number of share or units of shares that have not vested Market or payout value of share-based awards that have not vested (#) (A$) n/a n/a n/a n/a n/a n/a n/a n/a
			Option exercise price	Option expiration date
	(#)		(A$)	(date)	(A$)	(#)	(A$)
Reginald Gillard ................. Non-Executive Chair Neil Fearis .......................... Non-Executive Director Michael Bohm .................... Non-Executive Director T. Sean Harvey ................... Non-Executive Director	- 400,000 400,000 600,000		- 1.50 1.80 1.30	- July 31, 2010 March 31, 2012 March 31, 2012	- 320,000 200,000 600,000	n/a n/a n/a n/a	n/a n/a n/a n/a

---

Notes:

(1) The compensation for those directors who are also NEOs, being Messrs. Calderwood, Carson and Brans, is fully reflected in the “ Summary Compensation Table ” above.

Incentive plan awards – value vested or earned during the year

The following table provides information regarding the value of incentive plan awards vested or earned by each director during the most recently completed financial year.

Director(1) Reginald Gillard ....................... Non-Executive Chair Neil Fearis ................................ Non-Executive Director Michael Bohm .......................... Non-Executive Director T. Sean Harvey ......................... Non-Executive Director	Option-based awards Value vested during the year (A$)	Share-based awards Value vested during the year (A$)	Non-equity incentive plan compensation Value earned during the year (A$)
	— — — —	n/a n/a n/a n/a	n/a n/a n/a n/a

---

Notes:

(1) The compensation for those directors who are also NEOs, being Messrs. Calderwood, Carson and Brans, is fully reflected in the “Summary Compensation Table” above.

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ABN 27 106 808 986

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Interest of Informed Persons in Material Transactions

No informed person or any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has a material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect the Company or any of subsidiaries.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Other than the election of a particular director in which such nominee has an interest, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has a material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matters to be acted upon at the Meeting.

Auditors

The auditors of Perseus are HLB Mann Judd, Chartered Accountants, having an address at Level 4, 130 Stirling Street, Perth, Western Australia, 6000.

Additional Information

Additional information relating to the Company is available on SEDAR at SEDAR.com. Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year. The Company will provide to any person, upon request to the Company Secretary, a copy of the Company’s Annual Report for the year ended June 30, 2010 which includes the financial statements of the Company for the most recently completed financial year and the audit report issued thereon and/or one copy of the Company’s MD&A in respect of such financial year.

Copies of the above document will be provided free of charge to Shareholders. The Company may require the payment of a reasonable charge by any person or company who is not a Shareholder of the Company, and who requests a copy of such document. Additional information relating to the Company can be found at asx.com.au or at SEDAR.com.

Shareholders can contact the Company Secretary, at +61 (08) 9240 6344 if they have any queries in respect of the matters set out in these documents.

APPROVAL OF THIS EXPLANATORY MEMORANDUM AND MANAGEMENT INFORMATION CIRCULAR

The contents and the sending of this Explanatory Memorandum and Management Information Circular have been approved by the Directors of the Company.

By order of the Board of Directors

Mr Susmit Shah Company Secretary Dated: October 22, 2010

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Perseus Mining Limited (ACN 106 808 986) PROXY FORM

Shareholder

Name and address of shareholder of Perseus Mining Limited Name

Address

Appointment of Proxy

I/We being a member/s of Perseus Mining Limited and entitled to attend and vote hereby appoint

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If you are not appointing the Chairman of the The Chairman Meeting as your proxy please write here the of the Meeting OR full name of the individual or body corporate (mark with an “X”) (excluding your own name) 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 Limited to be held on 26 November 2010 and at any adjournment of that meeting.

If the Chair of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the 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. The Chairman of the Meeting intends to vote any such undirected proxies in favour of all the resolutions.

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 R N Gillard Resolution 3 – Re-election of N C Fearis Resolution 4 – Adoption of Stock Option Plan Resolution 5 – Approval for increase in aggregate Non-Executive Directors Fees

• 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 Director Director/Company Secretary Sole Company Secretary

Dated: //2010

How to complete the Proxy Form

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 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.

Lodgment 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 48 hours prior to the Meeting time . Any Proxy Form received after that time will not be valid for the scheduled meeting.

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Completed Proxy Documents may be lodged in respect of Shareholders registered on the Company’s Australian share register as follows:

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

Completed Proxy Documents may be lodged in respect of Shareholders registered on the Company’s Canadian share register as follows:

BY MAIL: c/- Equity Financial Trust Company , attention Proxy Department, at 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1

BY FAX: +1 416 595-9593