PERSEUS MINING LIMITED - AGM Information 2015

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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, 20 November 2015 at 3p.m. (Perth time), Perth, Western Australia

As at and dated 2 October 2015

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 (the “ Company ”) will be held at the Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia on Friday, 20 November 2015 at 3.00 p.m. (Perth time) for the purpose of transacting the business set out below.

The enclosed explanatory memorandum (“ Explanatory Memorandum ”) and management information circular (“ Management Information Circular ”) accompany and form part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

1. Financial Report for the Year Ended 30 June 2015

To receive and consider the financial report of the Company for the year ended 30 June 2015, 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) (the “ Corporations Act ” ) :

“That the Remuneration Report as set out in the Directors’ Report section of the 2015 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.

Voting Exclusion applies and is described below.

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

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

“That Mr Reginald 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 Sean Harvey as a Director

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

“That Mr Sean Harvey, 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 – Approval of Issue of Performance Rights to Mr Quartermaine

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, the issue of Performance Rights under the Performance Rights Plan to Mr Jeffrey Quartermaine on the terms set out in the Explanatory Memorandum accompanying this Notice, be and is hereby approved.”

Voting Exclusion applies and is described below.

6. Resolution 5 – Approval of Issue of Performance Rights to Mr Carson

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

“ That for the purposes of Listing Rule 10.14 and for all other purposes, the issue of Performance Rights under the Performance Rights Plan to Mr Colin Carson on the terms set out in the Explanatory Memorandum accompanying this Notice, be and is hereby approved .”

Voting Exclusion applies and is described below.

GENERAL BUSINESS

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

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 ”).

Voting Exclusions and Explanatory Notes

Voting restrictions apply to Resolutions 1, 4 and 5 as follows .

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the key management personnel, details of whose remuneration are included in the Remuneration Report;
(b) a closely related party of such a member which includes a spouse, dependent, certain other close family members as well as any companies controlled by the member.

However, a person (the “Voter”) described above may cast a vote on these Resolutions as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
(b) the Voter is the chair of the Meeting and the appointment of the chair as proxy:
(i) does not specify the way the proxy is to vote on the resolution; and
(ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

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ABN 27 106 808 986

Directors (who, by definition, form part of the key management personnel in any case) or any of their associates must not cast votes in relation to Resolution 1 except as a proxy in the circumstances described above.

If you wish to appoint a member of the key management personnel (which includes each of the directors and the Chair) as your proxy, please read the voting exclusion above and in the proxy form carefully. Shareholders are encouraged to direct their proxies how to vote.

In relation to Resolution 4, the Company will disregard any votes cast by Mr Quartermaine, Mr Carson and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In relation to Resolution 5, the Company will disregard any votes cast by Mr Quartermaine, Mr Carson and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

How the Chair will vote available proxies

The Chair of the Meeting intends to vote all available proxies in favour of all of the resolutions set out in the Notice. The proxy form expressly authorises the Chair to exercise undirected proxies in favour of remuneration related resolutions (Resolutions 1, 4 and 5).

Default to the Chair

Any directed proxies that are not voted on a poll at the Meeting will automatically default to the Chair of the Meeting, who is required to vote those proxies as directed.

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, 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.

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

in respect of Shareholders registered on the Company’s Australian share register , prior to 3pm (Perth time) on Wednesday, 18 November 2015:
(i) by mail to Advanced Share Registry Limited, PO Box 1156, Nedlands, Western Australia 6909;

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(ii) by facsimile to +61 (0) 8 9262 3723;
(iii) by voting online at www.advancedshare.com.au (you will need your SRN or HIN to log in);
in respect of Shareholders registered on the Company’s Canadian register , not later than 48 hours prior to the Meeting, by mail to TMX Equity Transfer Services Inc, attention Proxy Department, at 200 University Avenue, Suite 300, 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 or proxy in accordance with the instructions provided to you, by your broker, or by the other intermediary.

The board of directors of the Company (the “ Board ”) has fixed 2 October 2015 as the record date for determining the registered Shareholders of the Company entitled to receive the Notice of Meeting and 5pm (Perth time) on Wednesday, 18 November 2015 as the record date for determining the Shareholders of the Company entitled to vote at the Meeting. However, any shareholder who acquires shares in the Company after 2 October 2015 can obtain a copy of the Notice of the Meeting and a Proxy Form by contacting the Company.

By Order of the Board of Directors

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Martijn Bosboom Company Secretary Perth, Western Australia

Dated: 2 October 2015

ABN 27 106 808 986

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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, 20 November 2015 at 3:00 pm (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 ”).

In this Management Information Circular and Explanatory Memorandum, unless otherwise indicated all dollar amounts are expressed in Australian dollars. Unless otherwise stated, the information contained in this Management Information Circular and Explanatory Memorandum is as of the date of 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 2015, 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, Ernst & Young, 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 those 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 2015 (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.

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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 2015.

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 directors or 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.

If at least 25% of the votes cast at the Meeting on Resolution 1 are voted against adoption of the Remuneration Report, and then again at the Company’s 2016 annual general meeting, the Company will be required to put to Shareholders a resolution at that meeting proposing the calling of a general meeting to consider the appointment of new directors of the Company (“ Spill Resolution ”).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene a general meeting (“ Spill Meeting ”) within 90 days of the Company’s 2016 annual general meeting. All of the directors who are in office when the Company’s 2016 Directors’ Report is approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Chairman authorised to exercise undirected proxies : Where Shareholders have appointed the Chair of the Meeting as their proxy, the Chair will vote in favour of Resolution 1 “Adoption of Remuneration Report” unless the Shareholder has expressly indicated a different voting intention. This is so notwithstanding that the resolution is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.

3. Resolutions 2 and 3 - Re-Election of Reginald Gillard and Sean Harvey as Directors

In accordance with the requirements of the Company’s Constitution and the ASX Listing Rules, onethird 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 but if they are eligible, may offer themselves for re-election. In accordance with these requirements, Mr Reginald Gillard and Mr Sean Harvey must retire at the Meeting. Being eligible, both Mr Gillard and Mr Harvey have offered themselves for re-election.

Details of Mr Gillard’s and Mr Harvey’s qualifications and experience are available in the Annual Report. Mr Harvey has been a director of the Company since 2009 and Mr Gillard since 2003. The Board considers both directors to be independent. The Board has in particular considered the length of service of Mr Gillard and concluded that his independence is uncompromised. Mr Gillard has advised the Board that he intends to retire from the Board to spend more time with his family in the near future. The exact timing of his retirement will be determined in consultation with the Company.

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Exemption from TSX Rules

The Company has sought and been granted an exemption from the requirements of Section 461.1 and 461.2 of the TSX Company Manual, the effect of which is that not every director of the Company must submit himself for re-election at the Meeting. Effectively, the re-election of directors for the purposes of this Meeting is subject only to the requirements of the Company’s Constitution, the ASX Listing Rules and the Corporations Act.

The Company sought the exemption on the basis that: (i) the Company is subject to director retirement and re-election rules already provided for in the Company’s Constitution, the ASX Listing Rules and the Corporations Act (as described above); and (ii) more than 75% of trading in the Company’s shares by value and volume was on the ASX in comparison to the TSX. The Company will be required to apply for such an exemption at each successive annual general meeting.

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 each such person as at the date hereof.

ABN 27 106 808 986

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Name and Residence REGINALD N. GILLARD(1)(2) Western Australia, Australia JEFFREY A. QUARTERMAINE ........ Western Australia, Australia COLIN J. CARSON ........ Western Australia, Australia T. SEAN HARVEY(1)(2) . Ontario, Canada MICHAEL A. BOHM*(1)(2) ........................... Western Australia, Australia	Position(s) with Perseus	Principal Occupation During Past Five Years	Director Since 2003 2013 2003 2009 2009	Number of Shares Controlled or Directed
	Non-executive chair Managing director Executive director Non-executive director Non-executive director	Acting as director of various public companies. Managing director, Perseus (February 2013 to present); Chief Financial Officer, Perseus (May 2010 to January 2013). Executive director, Perseus (2003 to present); Executive director, Equus Mining Ltd., mineral explorer from 1996 to 30 September 2012. Self-employed consultant (June 2006 to present); Chairman, Andina Minerals Inc, a precious metal exploration and development company (2004 to March 2013). Self-employed consultant (July 2012 to present); Managing director, Herencia Resources plc, a mineral exploration and development company (January 2009 to 30 June 2012).		1,100,000 562,500 1,053,200 1,000,000 420,000

Notes: (1) Member of the Audit and Risk Committee. (2) Member of the Remuneration Committee. *** Denotes candidates eligible for election as directors.**

The directors do not have a fixed term in office. In accordance with the requirements of the Company’s Constitution and the ASX Listing Rules, 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 annual general meetings but if they are eligible, may offer themselves for re-election.

The directors (excluding Messrs Gillard and Harvey) recommend that Shareholders vote in favour of the election of Mr Gillard and Mr Harvey.

No director or 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

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ABN 27 106 808 986

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 director ceased to be a director, chief executive officer or chief financial officer but which resulted from an event that occurred while that person was acting in that capacity.

Other than as described below, no director or 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 non-executive director of Voyager Resources Limited (“ Voyager ”) (previously Lafayette Mining Limited), an issuer listed on the ASX. Mr Quartermaine was also an executive director and chief financial officer of Voyager from May 2006 to December 2007. 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 (“Minsec”), an ASX listed company, including Mineral Securities Operations Limited, Kadina Pty Ltd, Platmin Holdings Pty Ltd and Mineral Securities Holdings Pty Ltd, (collectively, the “Minsec Subsidiaries”). In August 2008, CopperCo Limited (“CopperCo”), an ASX listed company, acquired Mineral Securities Limited and the Minsec Subsidiaries. In late November 2008, CopperCo and a number of its subsidiaries, including the Minsec Subsidiaries, were placed in voluntary administration and receivership. Mr Bohm resigned as a director of the Minsec Subsidiaries immediately prior to the Minsec Subsidiaries being placed in voluntary administration. The Minsec Subsidiaries subsequently became wholly-owned subsidiaries of Cape Lambert Iron Ore Ltd. and as of the date hereof, are no longer in voluntary administration and receivership.

4. Resolutions 4 and 5 - Approval of Issue of Performance Rights to Mr Quartermaine and Mr Carson

Shareholder approval is being sought for the granting of Performance Rights (“ PRs ”) to each of Mr Jeffrey Quartermaine and Mr Colin Carson, both executive directors of the Company.

The Directors, based on recommendations by the Board’s Remuneration Committee, are seeking approval for the issue of:

(i) 1,000,000 PRs to Mr Quartermaine, which, subject to satisfaction of vesting criteria, can convert to up to 1,000,000 fully paid ordinary shares; and
(ii) 300,000 PRs to Mr Carson, which, subject to satisfaction of vesting criteria, can convert to up to 300,000 fully paid ordinary shares.

The Shares issuable upon exercise of the PRs to be granted to Messrs. Quartermaine and Carson represent 0.25% of the issued and outstanding Shares of the Company on the date hereof.

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The PRs proposed for issue will be subject generally to the terms and conditions of the Performance Rights Plan, a copy of which may be obtained by contacting the Company. The Performance Rights Plan was adopted at the Company’s annual general meeting held in November 2014. The quantum of the PRs is determined by reference to the executives’ total fixed remuneration (“ TFR ”). The Remuneration Committee (of which the executive directors are not members) has previously sought independent expert remuneration advice in relation to incentive based remuneration for executives. The independent advice indicated that the “at risk” component of these executives’ remuneration package should be up to 100% of current TFR in the case of the managing director and up to 50% of current TFR in the case of other senior executives. The “at risk” component can then be further allocated into short term incentive (“ STI ”) subject to specified vesting criteria to be satisfied in a financial year and payable in cash and long term incentive (“ LTI ”). Based on the expert advice, the LTI is therefore payable through an issue of securities in the Company by way of, for example, participation in the Performance Rights Plan. The issue of PRs and their subsequent conversion, if any, to shares in the Company enables the alignment of the executives’ interests with those of the Shareholders.

The Company had previously issued PRs to a number of its employees and executives including Messrs. Quartermaine and Carson in January 2013 (“ 2013 PRs ”). Mr Quartermaine, who was then the CFO of the Company, was issued with 274,286 PRs and Mr Carson was issued with 300,000 PRs. The issue of PRs to Mr Carson as an executive director was approved by shareholders at the Company’s annual general meeting held in November 2012. The allocation of the initial issue of PRs was based on a share price of $2.48 at the start of the 2012/2013 financial year. The vesting conditions for the 2013 PRs were based on comparison of the Company’s total shareholder return (“ TSR ”) performance over a three year period (1 July 2012 to 30 June 2015) against the three year average TSR of a group of gold producers which are considered by Perseus to be its peers (based on market capitalization, precious metals and / or West African production focused). All performance rights issued in January 2013 lapsed in September 2015 due to the TSR component of the vesting conditions not having been met.

In January 2014 the Company issued PRs to a number of its employees and executives. Following approval by shareholders at the Company’s general meeting held in June 2014, PRs with the same vesting conditions were also issued to Messrs Quartermaine and Carson (“ 2014 PRs ”). Those vesting conditions were intended to reflect the long term nature of securities based compensation but also reflect some shorter term incentive. Accordingly, for half of the 2014 PRs the Company’s TSR performance over an eighteen month period (1 January 2014 to 30 June 2015) was to be compared to the eighteen month average TSR of a group of gold producers which were considered by Perseus to be its peers (based on market capitalization, precious metals and / or West African production focused) and the other half will be measured on TSR performance over a three year period (1 January 2014 to 31 December 2016) compared to Perseus’s peers. As all vesting conditions of the 2014 PRs that were measured over the period from 1 January 2014 to 30 June 2015 were met, those PRs have vested and the Company has issued shares for vested PRs to relevant employees including Messrs Quartermaine and Carson.

In August 2015 the Company issued PRs to a number of its employees and executives (“ 2015 PRs ”). The vesting conditions for the 2015 PRs are based on comparison of the Company’s TSR performance over a two year period (1 July 2015 to 30 June 2017) against the two year average TSR of a group of gold producers which are considered by Perseus to be its peers (based on market capitalization, precious metals and / or West African production focused).The vesting conditions for the issue of PRs to Mr Carson for which approval is sought at this Meeting are the same. The vesting conditions for the issue of PRs to Mr Quartermaine for which approval is sought at this Meeting are intended to reflect a more long term incentive. Accordingly, for half of the 2015 PRs proposed to be issued to Mr Quartermaine the Company’s TSR performance over a two year month period (1 July 2015 to 30 June 2017) will be compared to the two month average TSR of a group of gold producers which are considered by Perseus to be its peers (based on market capitalization, precious metals and / or West African production focused) and the other half will be measured on TSR performance over a three year period (1 July 2015 to 30 June 2018) compared to Perseus’s peers.

The 2015 PRs will vest or be forfeited as follows:

(i) If Perseus’s TSR is < 50[th] percentile - all PRs will be forfeited.
(ii) If Perseus’s TSR = 50[th] percentile - 50% of PRs will vest.

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(iii) If Perseus’s TSR falls between the 50[th] to 75[th] percentiles - the number of PRs to vest will be prorated between 50% and 100%.
(iv) If Perseus’s TSR is >75[th] percentile - all PRs will vest.

The Board believes that the grant of PRs with these vesting conditions to Messrs. Quartermaine and Carson will provide them, as the Company’s senior executives, with incentive to achieve the mid to long term performance objectives of the Company by aligning shareholder return objectives with the vesting of their PRs.

The PRs proposed for grant to the executives are subject to the terms and conditions of the Performance Rights Plan and are ‘at risk’ until the vesting conditions outlined above are met.

Shareholder approval is required under ASX Listing Rule 10.14 for the issue of 2015 PRs to these executives as they are Directors and therefore related parties of the Company. The Board has considered the application of Chapter 2E of the Corporations Act and has resolved that the reasonable remuneration exception provided by Section 211 of the Corporations Act is relevant in the circumstances and accordingly, the Company will not also seek approval for the issue of PRs to Mr Quartermaine and Mr Carson pursuant to Section 208 of the Corporations Act.

ASX Listing Rule 10.15 requires the following information to be provided in relation to the PRs proposed to be granted to Mr Quartermaine and Mr Carson pursuant to the Performance Rights Plan:

( a ) The number of PRs (and hence the maximum number of Shares) to be issued to Mr Quartermaine and Mr Carson is 1,000,000 and 300,000 respectively.
(b) No consideration is payable by Mr Quartermaine and Mr Carson at the time of issue of the PRs or upon vesting thereof into ordinary shares.
(c) The Performance Rights Plan was approved at the Company’s annual general meeting held in November 2014. At the date of this Notice, 362,500 PRs are held by Mr Quartermaine and 200,000 by Mr Carson. No PRs have been issued to non-executive directors.
(d) Participation in the Performance Rights Plan is available to Eligible Participants, as defined in the Performance Rights Plan. Mr Quartermaine and Mr Carson have both been determined to be an Eligible Participant for the purposes of the Performance Rights Plan. Non-executive directors are not eligible to participate.
(e) No loans will be made by the Company in connection with the issue of PRs to Mr Quartermaine and Mr Carson or their vesting, if any, into shares.
(f) The PRs will be issued to Mr Quartermaine and Mr Carson as soon as practicable after the Meeting but no later than one year after the date of the Meeting (or such later date as permitted by ASX by way of a waiver from the Listing Rules). For Mr Quartermaine, half of the PRs will have a vesting and measurement period from 1 July 2015 until 30 June 2017 and the other half from 1 July 2015 until ending 30 June 2018. For Mr Carson, the PRs will have a vesting and measurement period from 1 July 2015 until 30 June 2017. Subject to satisfaction of vesting criteria (detailed elsewhere in this Explanatory Memorandum), conversion of PRs to Shares may occur after the end of the respective terms.
(g) All other terms and conditions of PRs proposed for grant to Mr Quartermaine and Mr Carson are as described in the Performance Rights Plan, generally.
(h) A voting exclusion statement in respect of Resolutions 4 and 5 is included in the Notice of Meeting.

The Board, excluding Mr Quartermaine and Mr Carson who have a vested interest in this matter, recommends that Shareholders vote in favour of the issue of PRs to these executive directors.

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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.

GENERAL INFORMATION RESPECTING THE MEETING

Purpose of Solicitation

This Management 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, 1 St Georges Terrace, Perth, Western Australia on Friday, 20 November 2015 at 3.00 p.m. (Perth time), for the purposes set forth in the Notice accompanying this Explanatory Statement and Management Information Circular. References in the Management Information Circular to the Meeting include any adjournment(s) or postponement(s) thereof.

It is expected that the solicitation of proxies will be primarily by mail but may also be solicited 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.

The board of directors of the Company (the “Board”) has fixed 2 October 2015 as the record date for determining the registered Shareholders of the Company entitled to receive the Notice of Meeting and 5.00 p.m. (Perth time), 18 November 2015 as the record date for determining the Shareholders of the Company entitled to vote at the Meeting. However, any Shareholder who acquires Shares after 2 October 2015 may obtain a copy of the Notice, Explanatory Statement and Management Information Circular and a Proxy Form by contacting 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 18 November 2015:
(i) by mail to Advanced Share Registry Limited, PO Box 1156, Nedlands, Western Australia 6909;
(ii) by facsimile to +61 (0) 8 9262 3723; or
(iii) by voting online at www.advancedshare.com.au (you will need your SRN or HIN to log in);
(b) in respect of Shareholders registered on the Company’s Canadian share register , not later than 48 hours prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof, by mail to TMX Equity Transfer Services Inc, attention Proxy Department, at 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1 or by facsimile at +1 416 595-9593.

ABN 27 106 808 986

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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.

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 Information Circular, management knows of no such amendment or other matter.

It is intended that the person designated by management in the form of proxy (the “ Proxy Form ”) (this being the Chairman of the Meeting) will vote the securities represented by the proxy IN FAVOUR of each matter identified in the proxy form and FOR the election of the proposed directors to the Board of the Company. Shares represented by the Proxy Form will be voted on or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. A Shareholder has the right to appoint a person or company to represent the Shareholder at the Meeting other than the person designated in the Proxy Form.

Voting exclusions apply to Resolutions 1, 4 and 5 under the Corporations Act and the ASX Listing Rules. Details of these voting exclusions are contained in the Notice of Meeting. In the absence of specific indication to the contrary, the Proxy Form provides express authority to the Chair to vote undirected proxies in favour of Resolutions 1, 4 and 5 where you have appointed the Chair as your proxy. Therefore, if you wish to appoint the Chair as your proxy but do NOT want your votes to be cast in favour of any or all of Resolutions 1, 4 and 5, you must indicate your voting intention by marking either ‘against’ or ‘abstain’ against these Resolutions in the Proxy Form .

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 is distributing Meeting materials to non-objecting beneficial owners in accordance with National Instrument 54-101 – Communications with Beneficial Shareholders (“ NI 54-101 ”). Persons who are objecting beneficial owners for the purposes of NI 54-101 will not receive Meeting materials unless the beneficial owner’s intermediary assumes the cost of delivery.

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

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ABN 27 106 808 986

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.

Notice-and-access Delivery

The Company is using the notice-and-access model for the delivery of meeting materials to both its beneficial and registered shareholders on its Canadian share register in respect of the Meeting. Under notice-and-access, instead of receiving paper copies of this Management Information Circular, and the financial statements and MD&A for the year ended June 30, 2015 (collectively, the “Meeting Materials”), shareholders will be able to access the Meeting Materials electronically. Paper copies should be requested by no later than November 11, 2015. The webhost for Notice and access is www.perseusmining.com/aurora/assets/user_content/agm2015.pdf and the phone number 1-866-393-4891 ext. 205.

A separate notice has already been issued to Shareholders providing prescribed information required under the notice-and-access model. Shareholders will continue to receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Company’s printing and mailing costs.

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

Other than as disclosed below, no director or officer of the Company who has held such position at any time since the beginning of the Company’s last financial year, no proposed nominee for election as a director of the Company, and no associates or affiliates of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting.

Voting Securities

The authorized capital of the Company consists of an unlimited number of Shares . As at the date hereof, there are 529,343,901 Shares 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 on all matters to be acted upon at the Meeting.

All ordinary resolutions require the affirmative vote of not less than a majority of the votes cast by Shareholders who vote in respect thereof, in person or by proxy, at the Meeting. All special resolutions require the affirmative vote of not less than three-fourths of the votes cast by Shareholders who vote in respect thereof, in person or by proxy, at the Meeting.

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Principal Holders of Shares

To the knowledge of the directors and executive officers of the Company, as at the date hereof 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.

Securities Authorized for Issuance under Equity Compensation Plans

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 June 30, 2015.

Equity Compensation Plans approved by securityholders. Equity compensation plans not approved by securityholders Total ___	Number of securities to be issued upon exercise of outstanding options, warrants and rights 8,377,418(1) Nil 8,377,418 ___	Weighted-average exercise price of outstanding options, warrants and rights refer note(1) Nil n/a	Number of securities remaining available for future issuance under equity compensation plans
			17,955,402(1) Nil 17,955,402

Notes:

(1) Equity compensation plans comprise the 2010 Plan and the PR Plan. As no options are outstanding under the 2010 Plan the total of 8,377,418 shares comprises shares to be issued upon vesting and conversion of performance rights granted under the PR Plan. Performance rights have a nil exercise price but vesting is subject to satisfaction of specified performance criteria.

During the year ended June 30, 2015, no options to purchase Shares were granted pursuant to or became subject to the 2010 Plan and no options were exercised, expired or were cancelled. Following approvals received at the 2012 annual general meeting, 3,522,093 performance rights were issued during the year ended June 30, 2013, a further 6,375,000 during the year ended June 30, 2014 and a further 1,500,000 during the year ended June 30, 2015. However 486,464 rights were forfeited during the year ended June 30, 2013, a further 1,426,718 during the year ended June 30, 2014 and a further 1,106,493 during the year ended June 30, 2015 due to termination of employment leaving a balance of 8,377,418 rights at June 30, 2015.

As at the date hereof there were no options outstanding and 9,162,500 performance rights, representing approximately 1.73% of the current issued and outstanding Shares of the Company. At this time there were eight (8) insiders holding 3,637,500 performance rights representing in aggregate approximately 0.69% of the current issued and outstanding Shares of the Company.

Employee Stock Option Plan

In November 2010, the Company adopted the 2010 Plan following its listing on the TSX. The 2010 Plan is designed to provide incentives, assist in the recruitment, reward, retention of employees and provide opportunities for employees (both present and future) to participate directly in the equity of the Company. The 2010 Plan does not allow for the issue of options to directors of the Company. Options under the 2010 Plan carry no dividend or voting rights. When exercisable, each option is

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convertible into one Share. The key terms and conditions of the 2010 Plan are described in Attachment 1 and are qualified in their entirety by the full text of the 2010 Plan. As at the date hereof, there were no options outstanding under the 2010 Plan.

Performance Rights Plan

The Company adopted the PR Plan at its annual general meeting in November 2014. The key terms and conditions of the PR Plan are described in Attachment 2 and are qualified in their entirety by the full text of the PR Plan.

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 those of the Company’s shareholders.

As at June 30, 2015, the Company had six NEOs: Jeffrey A. Quartermaine, the Chief Executive Officer (“ CEO ”) and Managing Director (“ MD ”); Elissa Brown, Chief Financial Officer (“ CFO ”); Colin Carson, an Executive Director; Martijn Bosboom, General Counsel & Company Secretary; Paul Thompson, Group General Manager – Technical Services; and Brent Horochuk, Executive General Manager Edikan. The employment of one NEO terminated during the year ended June 30, 2015: Kevin Thomson, Exploration Manager, whose employment terminated on January 31, 2015.

Compensation Discussion & Analysis

The Company has adopted a remuneration framework that is designed to align (i) internal and security holders interests by: attracting and retaining high calibre people who are capable of delivering outcomes required by shareholders; promoting the achievement of net operating income targets and meeting /exceeding shareholder expectations; and focusing people on both key financial outcomes and non-financial drivers of security value; and (ii) organisational interests by: rewarding people capability and superior performance; recognising individual’s contributions to the Company; and providing its people with clarity in terms of reward structures and opportunities to maximise remuneration outcomes.

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.

The Company 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.

For the year ended June 30, 2015 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 performance rights and/or cash bonuses. Since the adoption of the PR Plan, the Board’s remuneration policy is to use the PR Plan in preference to the 2010 Plan with respect to NEOs and other senior executives.

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Elements of Compensation

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 Remuneration Committee. The review 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.

During the year ended June 30, 2015, cash bonuses were paid to NEOs as follows: Mr Quartermaine A$167,375, Mr Carson A$ 85,500, Ms Brown A$85,500 and Mr Bosboom A$ 49,500.

As required under the Australian Legislation, NEOs who reside in Australia 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 small executive team, 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, the realisation of a benefit from the receipt of performance rights by certain NEOs depends on the performance of the Company as measured by its total shareholder return over a certain period in comparison to the performance of a group of peer companies.

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 the relevant 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 production and development stage of mining and resources.

The issuers selected for the most recent fixed remuneration review in May 2014 were Beadell Resources Limited, Paladin Energy Limited, Papillon Resources Limited, Resolute Mining Limited and Troy Resources Limited. The issuers selected in respect of the comparison of total shareholder return under the PR Plan were African Barrick Gold plc, Semafo Inc, Medusa Mining Limited, Golden Star Resources Ltd, Kingsgate Consolidated, Regis Resources Limited, Resolute Mining Limited, Teranga Gold Corporation, St Barbara Mines and Endeavour Mining Corp. No peer compared fixed remuneration review was done for NEOs in the year ended June 30, 2015, but salaries of Australia

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based NEOs were increased by 2.5% with effect from July 1, 2015 as part of an overall review of remuneration for Australia based employees.

Risks Associated with Compensation Policies and Practices

The Company’s compensation policies alleviate risk by having a balance of short term and long term compensation. For example, vesting of performance rights issued thus far by the Company will be measured by the Company’s “total shareholder return”, relative to its peer group, over periods ranging from 18 months to three years. Therefore, short term production or revenue targets are of no real consequence in determining long term executive compensation. Consequently, the Remuneration Committee is confident that its compensation policies and practices will not lead to inappropriate or excessive risk taking on the part of any of the Company’s employees. Whilst, the Board does not have a formal process of considering the implications of the risks associated with the Company’s compensation policies or practices, it is satisfied that its existing compensation policies and practices do not in themselves lead to inappropriate or excessive risk taking on the part of any of the Company’s employees.

Financial Instruments

NEOs and directors of the Company are not permitted to purchase financial instruments, of any kind, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Performance Graph

The following graph compares, assuming an initial investment of $100 in July 2010, 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.

Perseus Mining Limited (PRU) - Share Price Performance versus the S&P ASX 200 Index

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	June 30,	June 30,	June 30,	June 30,	June 30,
	2011	2012	2013	2014	2015
Perseus Mining
Limited
	114	108	19	18	19
S&P/ASX200
Index	107	95	112	125	127

As previously stated, the value of the NEOs performance rights 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.

Share-Based and Option-Based Awards

Share-based and performance rights-based awards are a component of long term incentive compensation. Performance rights 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. As explained before, performance rights generally vest upon the holder remaining employed by the Company for a specified period of time and subject to the total shareholder return performance of the Company relative to its peer group. Previous grants of performance rights-based awards are taken into account when considering new grants.

Compensation Governance

Remuneration Framework

The Board established a Remuneration Committee in 2007 to ensure that the Company has a compensation program that is both motivational and competitive while meeting the objectives of the Company. The Remuneration Committee is governed by a Remuneration Committee Charter, last amended and adopted by the Board in May 2014. The Remuneration Committee assists the Board to fulfil its responsibilities to Shareholders and other stakeholders by ensuring the Company has remuneration policies for fairly and competitively rewarding executives with the overall objective of ensuring maximum stakeholder benefit from the retention of a highly qualified board and executive management team. The Remuneration Committee is responsible for, among other things, evaluating the performance of the Company’s management and making recommendations to the Board with respect to the compensation of the Company’s management.

Currently, the primary responsibilities, powers and opportunities of the Remuneration Committee are to assist the Board in fulfilling its oversight mandate by:

(a) reviewing and approving and then recommending to the Board salary, bonus, and other benefits, direct or indirect, and any change of control packages of the members of the senior management team;
(b) reviewing compensation of the Board on an annual basis;
(c) considering, and if applicable, benchmarking against the Company’s peer groups;

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ABN 27 106 808 986

(d) administering the Company’s compensation plans, including the 2010 Plan and the PR Plan, and such other compensation plans or structures as may be adopted by the Corporation from time to time;
(e) reviewing trends in employment benefits; and
(f) establishing and periodically reviewing the Company’s policies in the area of management benefits and perquisites.

The Remuneration Committee is comprised of three independent directors who meet as often as the committee deems reasonably necessary. The members of the Remuneration Committee at the date hereof are Messrs. Gillard, Harvey and Bohm. The Board believes that by virtue of their experience as former executive officers and directors of various mining and financial companies and their experience in corporate governance, the Remuneration Committee has the diversity of skills to make informed and independent decisions on compensation matters for the Company. These committee members regularly review remuneration trends externally and in the mining industry in particular and study publicly available information on remuneration practices and levels in other organisations.

The education and experience of each of Messrs. Gillard, Harvey and Bohm that is relevant to the performance of their responsibilities as Remuneration Committee members is set out below.

Reginald N. Gillard BA FCPA FAICD JP – After practicing as an accountant for over 30 years, during which time Mr Gillard formed and developed a number of service related businesses, Mr Gillard now focuses on corporate management, corporate governance and the evaluation and acquisition of resource projects. Mr Gillard is a Fellow of the Australian Society of Certified Practising Accountants, a Fellow of the Australian Institute of Company Directors, and a Member of the Royal Association of Justices of Western Australia. Mr Gillard is a graduate of the University of Western Australia and Perth Technical College.
Michael Bohm B.AppSc (Mining Eng.) MAusIMM - Mr Bohm is a mining engineer with over 24 years’ extensive experience in operations management, evaluation and project development in Australia, Northern Europe, SE Asia and North and South America. Mr Bohm’s last 10 years of operations and management experience in the mining industry, included being Managing Director of Herencia Resources plc (until June 2012), Chief Development Officer of Mineral Securities Operations Ltd, Operations Director, Sally Malay Mining Limited, non-executive director of Ramelius Resources Ltd (since November 2012) and non-executive director of Tawana Resources NL (since August 2015).
T. Sean Harvey MBA LL.B MA - Mr Harvey has extensive experience in the resources sector. Mr Harvey holds an Honours BA degree in Economics and Geography and an MA in Economics, both from Carleton University; an LLB from the University of Western Ontario; and an MBA from the University of Toronto and is a member of the Law Society of Upper Canada. Mr Harvey serves on the Boards and Remuneration Committees of a number of companies in the mining sector.

For additional information with respect to the Remuneration Committee, see the Company’s Consolidated Financial Report for the year ended June 30, 2015, which includes a Remuneration Report and is available on SEDAR at www.sedar.com.

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Compensation Consultants & Advisors

Independent remuneration consultants are engaged by the Remuneration Committee from time to time to ensure the Company’s remuneration system and reward practices are consistent with current market practices. Various remuneration arrangements in relation to the Company’s key management personnel during the 2013-2014 financial year were based on recommendations made by an independent remuneration consultant, PJ Kinder Consulting. The independent consultant’s mandate was to review executive management and non-executive directors’ compensation levels and make recommendations thereon. Under the Corporations Act, independent remuneration consultants can only take instructions from and report to non-executive directors. PJ Kinder Consulting has not provided services to any subsidiaries of the Company or any directors or management.

The following table provides a summary of fees paid to compensation consultants and advisors retained by the Company for the last two most recently completed financial years.

Year	Nature of Service	Executive Compensation-Related Fees	All Other Fees
2015 2014	- See below	A$ - 5,000	A$ - -

The nature of the service was to review executive management and non-executive directors’ compensation levels and make recommendations thereon.

Summary Compensation Table

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

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Non-equity Incentive Plan

Name and Principal Position	Year En- ded June 30	Salary / Fees	Share- based Awards	Option- based Awards		Long-	Pension Value	All Other Compen- sation	Total Compensa- tion
					Annual incen- tive plans	term incen tive plans
Jeff Quartermaine (1) (3) (4) MD & CEO Elissa Brown(2) (3)CFO Colin Carson(3) (4) Executive Director Kevin Thomson(3)(8) Exploration Manager Brent Horochuk(3)(5) Executive General Manager Paul Thompson(3)(6) Group General Manager Technical Services Martijn Bosboom(3)(7) General Counsel & Company Secretary	2015 2014 2013 2015 2014 2013 2015 2014 2013 2015 2014 2013 2015 2014 2013 2015 2014 2013 2015 2014 2013	(A$) 687,500 697,500 609,167 351,217 342,225 263,530 346,000 305,225 363,530 269,282 458,744 449,502 211,733 - - 115,010 - - 300,000 254,250 -	(A$) 135,747 52,143 33,129 36,444 37,156 21,741 147,273 91,600 88,708 42,303 46,438 28,298 23,435 - - - - - 10,637 3,985 -	(A$) - - - - - - - - - - - - - - - - - - - - -	(A$) 167,375 - 17,760 85,500 - 16,280 85,500 - - - - - - - - - - - 49,500 - -	(A$) - - - - - - - - - - - - - - - - - - - -	(A$) 35,000 25,000 25,000 18,783 17,775 16,470 24,000 17,775 16,470 - - - - - - 9,204 - - 30,000 23,120 -	(A$) - - - - - - - - 45,024 - - - - - - - - - -	(A$) 1,025,622 774,643 685,056 491,944 397,156 318,021 602,773 414,600 468,708 356,609 505,182 477,800 235,168 - - 124,214 - - 390,137 281,355 -

Notes:

(1) Mr Quartermaine was appointed Managing Director and Chief Executive Officer on February 1, 2013. Before this appointment he was the Company’s Chief Financial Officer. Amounts shown above include all of Mr Quartermaine’s remuneration during the reporting periods, whether as Managing Director and Chief Executive Officer or Chief Financial Officer. The amount received in his position as Managing Director and Chief Executive Officer for the year ended June 30, 2013 was $354,167, made up of cash salary of $343,750 and superannuation of $10,417.

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(2) Ms. Brown was appointed Chief Financial Officer on February 1, 2013. Before this appointment she was the Company’s Group Financial Controller. Amounts shown above include all Ms. Brown’s remuneration during the reporting periods, whether as Chief Financial Officer or as Group Financial Controller. The amount received in her position as Chief Financial Officer for the year ended June 30, 2013 was $150,000, made up of cash salary of $143,137 and superannuation of $6,863.
(3) Share-based Awards relate to the vesting expense for the financial year of performance rights issued to directors and employees under the terms of the company’s PR Plan. The fair value of the performance rights is calculated at the date of grant using the Monte-Carlo Simulation pricing model.
(4) Remuneration for the executive directors (Messrs. Quartermaine and Carson) does not include any component for acting as directors.
(5) Mr Horochuk was appointed on December 8, 2014.
(6) Mr Thompson was appointed on January 5, 2015.
(7) Mr Bosboom was appointed on July 15, 2013.
(8) Mr Thomson’s employment terminated on January 31, 2015.

Narrative Discussion

As at June 30, 2015, the directors and executive officers of the Company, as a group beneficially owned, controlled or directed, directly or indirectly 4,069,450 Shares representing approximately 0.77% of the issued and outstanding Shares and held performance rights to acquire an additional 4,163,572 Shares, representing approximately 0.78% of the Shares on a fully-diluted basis.

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 at the end of the most recently completed financial year (including awards granted before the most recently completed financial year) to each NEO.

Named Executive Officer(1)	Number of Securities underlying unexercise d 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(1) Market or payout value of share-based awards that have not vested(1) (#) (A$) 999,286 429,693 700,000 301,000 580,000 249,400 634,286 272,743 250,000 107,500	Share-Based Awards Number of share or units of shares that have not vested(1) Market or payout value of share-based awards that have not vested(1) (#) (A$) 999,286 429,693 700,000 301,000 580,000 249,400 634,286 272,743 250,000 107,500
			Option exercise price	Option expiration date
Jeffrey Quartermaine MD & CEO Colin Carson Executive Director Elissa Brown CFO Kevin Thomson Exploration Manager Martijn Bosboom General Counsel & Company Secretary	(#) - - - - -		(A$) - - - - -	(date) - - - - -	(A$) n/a n/a n/a n/a n/a	(#) 999,286 700,000 580,000 634,286 250,000	(A$) 429,693 301,000 249,400 272,743 107,500

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Brent Horochuk - - - n/a 1,000,000 430,000 Executive General Manager Paul Thompson - - - n/a - - Group General Manager – Technical Services

(1) The numbers disclosed are performance rights (each of which has the right to convert to one Share) issued under the PR Plan and which remain unvested at the end of the financial year. The market value is calculated simply by reference to the closing share price at the end of the financial year without any reference to the number of performance rights, if any, which may ultimately vest.

Incentive plan awards – value vested or earned during the year

No options or performance rights vested during the year with respect to any NEO. During the year, 1,000,000 performance rights were issued to Mr Horochuk. The “Summary Compensation Table” included above provides the fair value of the performance rights at the date of grant using the Monte-Carlo Simulation pricing model.

Narrative Discussion

As at June 30, 2015 there were no options held by NEOs.

As at June 30, 2015 there were 4,163,572 performance rights held by NEOs, 1,087,500 of which have vested in July 2015 and 988,572 lapsed in September 2015 due to the TSR component of the vesting conditions not having been met. In July 2015, 1,100,000 new rights were granted to NEOs. Vesting will be determined by reference to the Company’s total shareholder return as measured against a peer group’s performance as follows:

Performance period	Held by NEOs as at the date of this Management Information Circular
01/01/2014 - 31/12/2016	1,087,500
01/01/2015 – 30/06/2016	500,000
01/01/2015 – 31/12/2017	500,000
01/07/2015 – 30/06/2017	1,100,000
Total	3,187,500

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.

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Termination and Change of Control Benefits

Messrs. Quartermaine, Carson, Bosboom, Horochuk and Thompson and Ms. Brown (collectively, the “Executives”) have employment contracts (the “ Executive Contracts ”) which provide for termination benefits which are payable on termination by the Company, other than for gross misconduct. Executives receive payment of between two and twelve months’ salary.

The Company can terminate the Executive Contracts without notice under certain circumstances including but not limited to material breaches of contract, grave misconduct, dishonesty, fraud or bringing the Company into disrepute. The Company or the Executives may also terminate the Executive Contract by giving between two and three months’ notice, or in the case of the Company, upon payment in lieu of notice.

Other than automatic vesting of Performance Rights in the event of a change of control for NEOs, entitlements and benefits do not arise upon a change in control. However, if the terms of the Executive Contracts are materially changed to their detriment or termination follows a change of control in certain circumstances, then, subject to compliance with the Corporations Act and stock exchange rules, the Executive is entitled to receive an amount of money from the Company that is equivalent to two months of the Executive’s current gross base salary for each year of employment subject to a minimum of six months of gross base salary and a maximum of twelve months of gross base salary.

The following table provides details regarding the estimated payments to the Executives assuming the triggering event occurred on June 30, 2015.

Name	Termination by Company (1)	Termination following Change of Control	Automatic vesting of performance rights in the event of Change of Control(2)(4)
Jeffrey Quartermaine (Managing Director & CEO) Colin Carson (Executive Director) Elissa Brown (CFO) Martijn Bosboom (General Counsel & Company Secretary) Kevin Thomson (Exploration Manager)(3) Brent Horochuk (Executive General Manager)	(A$) 180,625 92,500 92,500 82,500 45,024 US$75,000	(A$) 722,500 370,000 185,000 165,000 n/a US$150,000	(A$) n/a n/a 249,400 107,500 272,743 430,000

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Paul Thompson 75,000 (Group General Manager – Technical Services)

n/a

Notes:

(1) Amounts are those payable where payment is in lieu of notice and termination is in the normal course of business.
(2) Performance rights of executive directors outstanding at June 30, 2015 do not automatically vest in the event of change of control.
(3) Mr Thomson’s employment terminated on January 31, 2015. The amount shown is the amount paid including accrued leave entitlements.
(4) The market value is calculated simply by reference to the closing share price at the end of the financial year.

Except as described above, there are no contracts, agreements, plans or arrangements that provide for payments to any other 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.

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 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$) 174,657 91,598 108,000	(A$) - - -	(A$) - - -	(A$) - - -	(A$) 16,593 8,702 -	(A$) - - -	(A$) 191,250 100,300 108,000

_______

Notes:

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

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. From April 1, 2012, directors of Perseus are entitled to receive additional amounts for committee participation. Those

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ABN 27 106 808 986

additional amounts are included in the above table. 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 Remuneration Committee seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, 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 26, 2010 when shareholders approved aggregate remuneration of A$750,000 per year.

The Remuneration Committee (on behalf of 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

No non-executive director held any share-based awards or option-based awards at the end of the most recently completed financial year (including awards granted before the most recently completed financial year).

Incentive plan awards – value vested or earned during the year

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

Indebtedness of Directors and Executive Officers

No director, officer, employee, former director, officer or employee of the Company, nor any associate of the foregoing, is or was indebted to the Company at any time since its incorporation or to any other entity if the indebtedness is or was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

Statement of Corporate Governance

The Board of Directors of the Company currently consists of five members. Each of Messrs. Gillard, Bohm and Harvey are considered to be “independent” directors for the purposes of National Instrument 58-101 “ Disclosure of Corporate Governance Practices ” (“ NI 58-101 ”). As such, a majority of the directors of the Company are independent. Mr Quartermaine is not considered to be independent on the basis that he is the Managing Director of the Company. Mr Carson is not considered independent on the basis that he is an Executive Director of the Company.

In order to facilitate open and candid discussion among its non-executive directors, the nonexecutive directors of the Company hold regularly scheduled meetings at which executive directors and members of management (non-independent directors) are not in attendance.

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Mr Reginald Gillard serves as non-executive chairman of the Board (the “ Chairman ”) and is an independent director. Mr Gillard’s duties as Chairman include setting the agenda for, and leading, meetings of the Board. He is also responsible, in consultation with the Board, for interpreting and monitoring the Company’s compliance with its continuous disclosure obligations under applicable stock exchange rules and securities legislation.

Other Public Company Directorships

As at the date hereof certain directors of the Company are directors of other reporting issuers (or the equivalent) in Canada or foreign jurisdictions, as set out below:

Director	Name of Issuer(s)
Reginald N. Gillard Jeffrey A. Quartermaine Colin J. Carson T. Sean Harvey Michael Bohm	Platina Resources Limited - Manas Resources Limited Victoria Gold Corporation, Serabi Gold plc, Sarama Resources Ltd Ramelius Resources Limited, Tawana Resources NL

Meetings of the Board

During the most recently completed financial year there have been 10 Board meetings. Attendance by each director is noted in the table below.

Board Meetings	Meetings	Meetings
	Eligible to Attend	Attended
RN Gillard	10	10
JA Quartermaine	10	10
CJ Carson	10	10
TS Harvey	10	10
MA Bohm	10	10

Mandate of the Board of Directors

The Board does not have a written mandate. Under applicable corporate law, the Board is responsible for setting the strategic direction and establishing the policies of the Company. Otherwise the Board delineates its own role and responsibilities. The Board is responsible for overseeing the Company’s financial position, and for monitoring its business and affairs on behalf of the Shareholders, by whom the directors are elected and to whom they are accountable. The Board sets the strategic direction for the Company and oversees its implementation by management of the Company. The Board also addresses issues relating to internal controls and risk management. In addition to these duties, the Board of Directors monitors and receives advice on areas of operational and financial risk and control framework, and considers strategies for appropriate risk management arrangements. The Board holds regular meetings to discuss operational matters, and holds strategy meetings and other special purpose meetings, at such other times as may be necessary to address any specific significant matters that may arise.

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Position Descriptions

The Board has not developed a written position description for the Chairman of the Board. However, by agreement among the Board, Mr Gillard’s duties as Chairman are as described above.

The mandate of the Audit and Risk Committee provides that the chairman of the Audit and Risk Committee shall be determined by the Board and shall not be the Chairman of the Board. The mandate of the Audit and Risk Committee also provides that its chairman thereof shall report the results of the Audit and Risk Committee’s deliberations and recommendations directly to the Board. The Board has not however developed a written position description for the chairman of the Audit and Risk Committee. Similarly, the Board has not developed a written position description for the chairman of the Remuneration Committee.

The Board of Directors and the Managing Director and Chief Executive Officer have developed a written position description for the Managing Director and Chief Executive Officer, which includes the authority and responsibilities customarily associated with such a role.

Orientation and Continuing Education

While new directors do not participate in a formal orientation regarding the role of the Board, its committees and its directors, and the nature and operations of the business of the Company, new directors of the Company are provided with insight from other Board members and management on various matters, including the nature and operation of the business of the Company; the functioning of the Board and its committees; and the contribution which they are expected to make to the Board in terms of both time and resource commitments.

Orientation and education activities are also undertaken on an informal basis for existing Board members including meeting with the Company’s management, legal counsel and auditors, and other consultants as is appropriate or desirable from time to time. The Company is of the view that these orientation and education activities are appropriate given the nature and scope of the Company’s business activities. Each director also has the right to seek independent professional advice at the Company’s expense provided that prior approval of the Chairman is obtained, which will not be unreasonably withheld.

Ethical Business Conduct

The Board acknowledges the need for continued maintenance of the highest standards of corporate governance practice and ethical conduct by all directors and employees. The Company has adopted a written code of business conduct for its directors, officers and employees to help ensure that all business affairs are conducted legally, ethically and with the strict observance of the highest standards of integrity and propriety. The directors and management have the responsibility to carry out their functions with a view to maximising financial performance of the Company. The executive directors of the Company are involved in all aspects of its activities. The directors are familiar with listing rules, legal requirements and general requirements for ethical behaviour and integrity in decision making, including trading in the Company’s securities. The Board monitors compliance with the code of business conduct by requiring employees and consultants to report breaches of the code and then dealing appropriately with reported breaches. In accordance with applicable corporate law, the directors ensure that any director who has a material interest in proposed transactions or agreements involving the Company disclose such interest prior to consideration of the relevant matter by the directors and abstain from voting on approval of such transactions as appropriate. See “ Directors and Officers — Conflicts of Interest ”. The Board is satisfied there have been no departures from the code during the financial year.

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Consistent with the adoption of a code of conduct, the Company has also adopted an Anti-Bribery and Corruption Policy and a Whistle Blower Policy.

A copy of the Code of Conduct is available at the Company’s website or can be obtained by contacting the Company Secretary.

Nomination of Directors

The Board believes that the Company is currently not of sufficient size to justify the establishment of a nomination committee. However, the Board reviews its composition on an annual basis to ensure that the Board has the appropriate mix of expertise and experience. When a vacancy exists or where it is determined that the Board of Directors would benefit from the services of a new director with particular skills, the Board will identify candidates with relevant qualifications, skills and experience. External advisers may be used to assist in such a process. The Board of Directors will then appoint or present for election the most suitable candidate.

Compensation

The Board has established a Remuneration Committee comprised of three directors: Messrs. Gillard (Chair), Harvey and Bohm. Each member of the Remuneration Committee is considered to be “independent” for the purposes of NI 58-101. The Remuneration Committee is responsible for, among other things, evaluating the performance of the Company’s management and making recommendations to the Board with respect to the compensation of Board members and the Company’s management.

During the most recently completed financial year there have been four Remuneration Committee meetings. Attendance by each director is noted in the table below.

Remuneration Committee	Meetings	Meetings
Meetings	Eligible to Attend	Attended
R N Gillard	4	4
T S Harvey	4	4
M A Bohm	4	4

For further information with respect to the Remuneration Committee, see “ Statement of Executive Compensation – Compensation Governance – the Remuneration Committee. ”

Committees of the Directors

The Board has no standing committees other than the Audit and Risk Committee and the Remuneration Committee.

Assessment of Directors, the Board and Board Committees

The Board has established a process of formal assessment of the effectiveness and contribution of individual directors, the Audit and Risk Committee or the Remuneration Committee. This formal process has included written self-evaluation by each director, an evaluation of the Board as a whole by each director and evaluation of all fellow directors by each director using various questionnaires and templates. The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its Committees, to satisfy itself that the Board, its Committees and its individual directors are performing effectively. The Board also meets annually to review its own performance.

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Evaluations are based on specific criteria, including whether strategic and operational objectives are being met.

Director Term Limits and Other Mechanisms of Board Renewal

The Board has not adopted term limits for directors or other mechanisms of board renewal. The Board evaluates its performance and composition on a regular basis and will make adjustments as and when indicated. When assessing the independence of each non-executive director, length of service is one of the considerations.

Policies Regarding the Representation of Women on the Board

The Company recognises the value contributed to the organisation by employing people with varying skills, gender, cultural backgrounds, ethnicity and experience. Perseus believes a diverse workforce is an important element of its continued growth, improved productivity and performance. To this end the Company has adopted a Diversity, Equal Opportunity and Anti-Discrimination Policy whereby to the extent possible permitted by the laws of the jurisdictions in which we operate, Perseus is committed to providing equal employment opportunities to all directors and employees and to all applicants for employment regardless of race, colour, gender, religion, age, nationality, disability, marital status, sexual orientation, political conviction or any other grounds and to providing a workplace where differences are respected and accepted and anti-discriminatory behaviour of any kind is strictly prohibited. Merit is the sole basis of appointment, promotion and remuneration. The Diversity, Equal Opportunity and Anti-Discrimination Policy can be found in the corporate governance section of the Company’s website.

The commitment to diversity is enacted through:

Encouraging diversity in our workforce in the course of our business provided that this does not conflict with “local employment” rules and quotas that apply in some jurisdictions in which we operate;
Avoiding discrimination of any form in our recruitment practices;
Educating employees on issues of diversity, tolerance and respect for differences;
Proactively discouraging behaviour involving harassment, bullying or disrespectful conduct by employees towards other employees;
Establishing and enforcing disciplinary procedures which include sanctions against discriminatory behaviour.

Due to the small size and stability of the Board (no need has been identified in the last 6 years to recruit new board members), the Board has not adopted a written policy relating to the identification and nomination of women directors.

Consideration of the Representation of Women in the Director Identification and Selection Process

The Board supports the fundamental concept of gender diversity and will, should a Board position become available, take gender diversity into consideration as part of the identification and selection process.

Consideration Given to the Representation of Women in Executive Officer Appointments

The Company supports the fundamental concept of gender diversity and will, should an Executive Officer position become available, take gender diversity into consideration as part of the selection process.

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Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

Due to the small size of the Company’s Board and corporate team, setting specific targets for achieving gender diversity are not considered practical. However, whilst not setting specific targets, the Group:

Encourages diversity in the appointment of employees to roles at all levels of the organisation by interviewing suitably qualified men and women for the positions. The actual data on the gender diversity that currently exists within the group is set out below;
Has an employee development policy under which the Company is committed to providing all employees, irrespective of gender, with support and opportunities to improve their skills, knowledge and qualifications required for the performance of their existing role and for improving their prospects of promotion to other roles within the Company;
Has implemented a Remuneration Framework to ensure a uniform approach to performance based pay and remuneration. Salaries are set on the basis of the level of responsibility of the position, technical skills and qualifications required to perform the role. Performance based pay is determined through the use of KPIs set at the beginning of each financial year with reference to the Group’s performance as well as department and individual objectives;
Provides flexible work arrangements, to the extent practically possible, taking into account the nature of work performed by employees.

Number of Women on the Board and in Executive Officer Positions

There is no woman on the Board and one woman in an executive position, being 17% of the total number of Executive Officers.

Additional Information

For further disclosure on the Company’s corporate governance practices, please see the Corporate Governance Statement available on the Company’s website which is incorporated by reference into this Explanatory Memorandum and Management Information Circular. The Corporate Governance Statement has also been released on the ASX and a copy is available free of charge upon request to the Company Secretary.

Audit and Risk Committee

Currently, the Audit and Risk Committee consists of Mr Harvey (Chair), Mr Gillard and Mr Bohm. All members of the Audit and Risk Committee are independent within the meaning of National Instrument 52–110 – Audit Committees (“ NI 52–110 ”). All members of the Audit and Risk Committee are financially literate within the meaning of NI 52-110.

During the most recently completed financial year there have been four Audit and Risk Committee meetings. Attendance by each director is noted in the table below.

Audit and Risk Committee	Meetings	Meetings
Meetings	Eligible to Attend	Attended
T S Harvey	4	4
R N Gillard	4	4
M A Bohm	4	4

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Additional information regarding the Audit and Risk Committee is contained in the Company’s annual information form for the year ended June 30, 2015 (the “ AIF ”) under the heading “Audit and Risk Committee” and a copy of the Audit and Risk Committee Charter is attached to the AIF. The AIF is available on the Company’s profile on SEDAR at www.sedar.com.

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.

Auditors

The auditors of the Company are Ernst & Young having an address at 11 Mounts Bay Road, Perth, Western Australia. Ernst & Young were appointed on November 25, 2011.

Additional Information

Additional information relating to the Company is available under the Company’s profile at www.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, 2015 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 documents 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.

Shareholders can contact the Company Secretary, at +61 (08) 6144 1700 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

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Mr Martijn Bosboom Company Secretary Dated: 2 October 2015

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ATTACHMENT 1

KEY TERMS OF THE PERSEUS MINING LIMITED 2010 EMPLOYEE OPTION PLAN

a. The 2010 Plan does not allow participation by directors of the Company.
b. 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 for the purposes of compliance with Australian law. However, compliance with this 5% limit has to be by reference to all employee incentive plans in aggregate. Consequently performance rights on issue under the PR Plan will be included in assessing compliance with the 5% limit.

The Company presently has 529,343,901 Shares on issue. Therefore, a maximum of 17,304,695 Shares can be reserved for issuance in aggregate under the 2010 Plan and the PR Plan (which is equal to 5% of the issued and outstanding Shares on a non-diluted basis as of the date hereof less the performance rights on issue under the PR Plan (9,162,500)). 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 PR Plan) may not exceed 10% of the Company’s total number of issued and outstanding securities for the purposes of compliance with TSX rules.

c. 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.
d. 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.
e. 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.
f. 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.

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g. 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.
h. 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.
i. 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.
j. 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.
k. 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.

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ATTACHMENT 2

KEY TERMS OF THE PERSEUS MINING LIMITED PERFORMANCE RIGHTS PLAN

The current version of the PR Plan was approved by shareholders at the AGM in November 2014. The current version includes come changes compared to the previously approved PR Plan. Most of the changes were procedural and drafting changes which had no impact on the Key Terms summarised below. The only Key Term that was amended was automatic vesting of Performance Rights in the event of a change of control (see xiii below). The current version of the PR Plans applies to the Performance Rights currently on issue, save that the amendment in relation to change of control does not apply to Performance Rights currently on issue that are held by executive directors to the extent granted prior to November 2014 (vesting of those rights in the event of a change of control is at the Board’s discretion). Actual and maximum numbers of Performance Rights to be issued under the PR Plan are set out in Attachment 1.

(i) Participation: The Performance Rights Plan is available to Eligible Participants, as defined below, of the Company and its related bodies corporate, as such term is defined in the Corporations Act (collectively, the “ Group ” and each a “ Group Member ”). Eligible Participants are full and part-time employees and directors of a Group Member, and Eligible Contractors (collectively, “ Eligible Participants ”). An Eligible Contractor means an individual, or company, that has performed work for a Group Member for more than 12 months and received 80% or more of its income from a Group Member. No payment is required for a grant of Performance Rights, nor for the conversion of the Performance Rights to ordinary shares.
(ii) Maximum Number Issuable: An invitation to apply for Performance Rights will not be made where the grant of Performance Rights contemplated by the invitation would result in the Company exceeding the limit that applies under ASIC Class Order 03/184 (replaced by Class Order 14/1000 in 2014) or any subsequent or replacement class order in respect of new issues of securities under employee share schemes. The limit that currently applies is 5% of the issued capital of the Company. The Performance Rights Plan also provides that the maximum number of Shares that may be issuable pursuant to Performance Rights under the Performance Rights Plan, together with all of the Company’s other previously established or proposed security based compensation arrangements, shall not exceed 10% of the Company’s total issued shares from time to time. The Performance Rights Plan does not set out a maximum number of Performance Rights that may be granted to insiders of the Company or to any one person or company.
(iii) Vesting: Vesting conditions may be determined by the Board at the time an invitation is made, and may include a minimum employment term. Performance Rights may not be exercised until vesting conditions, as specified in the invitation, have been met. The Board has the discretion not to impose vesting conditions. As described further in item (xi) below, the Board has the power to amend or waive vesting conditions.
(iv) Lapse: Unless the Board determines otherwise in its absolute discretion, a Performance Right will lapse on the earliest to occur of: (a) a purported transfer, assignment, mortgage, charge, disposition of or encumbrance of the Performance Right, other than with the prior written consent of the Board; (b) the holder of such Performance Right (a “ Performance Rights Holder ”) ceasing to be an Eligible Person for any reason, subject to the provisions described below; (c) a determination by the Board that a Performance Rights Holder has acted fraudulently or dishonestly or is in breach of his or her obligations to any Group Member; (d) subject to any automatic vesting in accordance with the Performance Rights Plan, if applicable vesting conditions have not been met in the prescribed period; (e) the expiry date

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set out in the related invitation; or (f) the seventh anniversary of the grant of the Performance Right.

(v) Cessation of Entitlement –Death or Ill Health: Subject to any invitation’s terms and conditions, if a holder of a Performance Right ceases to be an Eligible Person due to ill health or death, then (a) if all relevant vesting conditions are met or no vesting conditions are imposed, Performance Rights may be exercised (by the personal representatives in the case of death) until it lapses in accordance with the terms of the Performance Rights Plan; or (b) if any relevant vesting conditions have not been met, the Performance Rights will automatically lapse immediately upon the Performance Rights Holder ceasing to be an Eligible Participant, unless the Board determines otherwise that all or a portion of those Performance Rights immediately vest, notwithstanding non-fulfilment of the vesting conditions.
(vi) Cessation of Entitlement – Termination for Cause: Subject to any invitation’s terms and conditions, if the holder of a Performance Right is terminated for cause, then (a) if all relevant vesting conditions are met or no vesting conditions are imposed, the right to exercise Performance Rights is immediately suspended for a period of 10 Business Days, during which period the Board may determine to lift the suspension and allow such Performance Rights to be exercisable for a period of 20 Business Days after the holder ceases to be an Eligible Participant, following which such Performance Rights will lapse (however, if the Board does not determine to lift the suspension, the Performance Rights will automatically lapse at the end of the 10 Business Day suspension); or (b) if any relevant vesting conditions have not been met, the Performance Rights will lapse on the day the holder ceases to be an Eligible Participant.
(vii) Cessation of Entitlement – Termination by Consent or Cessation of Employment for Other Reasons: Subject to any invitation’s terms and conditions, if a holder of a Performance Right ceases to be an Eligible Participant (a) by their own volition, with the written consent of the Board; (b) by reason of redundancy; or (c) for reasons other than ill health or death, termination for cause or by consent, or redundancy, then: (A) if all relevant vesting conditions are met or no vesting conditions are imposed, the Performance Rights may be exercised for a period of 20 Business Days after the holder ceases to be an Eligible Person, following which such Performance Rights will lapse; or (B) if any relevant vesting conditions have not been met, the Performance Rights will lapse on the day the Performance Rights Holder ceases to be an Eligible Participant, unless the Board determines otherwise that all or a portion of those Performance Rights immediately vest, notwithstanding non-fulfilment of the vesting condition.
(viii) Change of Control: Subject to the terms and conditions of a grant of a Performance Right, unvested Performance Rights automatically vest and are automatically exercised on the occurrence of a change of control.
(ix) Winding up/Reorganisation: The Board may, in its absolute discretion, permit the exercise of Performance Rights, irrespective of whether the relevant vesting conditions have been met, during such period as the Board determines where the Company passes a resolution for voluntary winding up or an order is made for the Company’s compulsory winding up. In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued shares, the number of Performance Rights to which each Performance Rights Holder is entitled will be adjusted in the manner provided for in the listing rules applicable at the time the reorganisation comes into effect.
(x) Assignability: Performance Rights will be transferable or assignable only with the prior written consent of the Board, which may be withheld in its absolute discretion. If a holder of

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ABN 27 106 808 986

a Performance Right purports to transfer, assign, mortgage, charge or otherwise dispose of or encumber any Performance Rights without Board consent, the Performance Rights immediately lapse. Performance Rights are transferable to the extent necessary to allow exercise by personal representatives pursuant to the Performance Rights Plan in the event of death of the holder.

(xi) Amendments: Subject to the rules of the TSX and ASX, the Board may at any time amend or add to all or any of the provisions of the Performance Rights Plan, or the terms or conditions of any Performance Right granted under the Performance Rights Plan, including vesting conditions. Specifically, the Board may amend provisions of the Performance Rights Plan, or the terms or conditions of any Performance Right, for the purposes described as items (a), (b) or (c) below and amend or waive vesting conditions, without shareholder approval. Despite the foregoing, no amendment may be made to the terms of a Performance Right without the consent of the holder of the Performance Right if the effect of the amendment is to reduce the rights of the holder of such Performance Right, other than an amendment introduced primarily (a) for the purpose of complying with present or future legislation or regulations applicable to the Company or the Performance Rights Plan; (b) to correct any manifest error or mistake; or (c) to take into consideration adverse tax implications in respect of the Performance Rights Plan.

AI assistant

PERSEUS MINING LIMITED — AGM Information 2015

46513_rns_2015-10-18_8a76bcb5-e724-49a1-969c-f04291b178b0.pdf

NOTICE OF MEETING

AND

EXPLANATORY MEMORANDUM

AND

MANAGEMENT INFORMATION CIRCULAR in respect of the

As at and dated 2 October 2015

IMPORTANT INFORMATION

NOTICE OF MEETING

AGENDA

ORDINARY BUSINESS

1. Financial Report for the Year Ended 30 June 2015

2. Resolution 1 – Adoption of Remuneration Report

Voting Exclusion applies and is described below.

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

4. Resolution 3 - Re-Election of Mr Sean Harvey as a Director

5. Resolution 4 – Approval of Issue of Performance Rights to Mr Quartermaine

Voting Exclusion applies and is described below.

6. Resolution 5 – Approval of Issue of Performance Rights to Mr Carson

Voting Exclusion applies and is described below.

GENERAL BUSINESS

Voting Exclusions and Explanatory Notes

ABN 27 106 808 986

How the Chair will vote available proxies

Default to the Chair

Registered Shareholders

Beneficial Shareholders

By Order of the Board of Directors

EXPLANATORY MEMORANDUM AND MANAGEMENT INFORMATION CIRCULAR

EXPLANATORY MEMORANDUM

1. Financial Statements and Reports

2. Resolution 1 - Adoption of Remuneration Report

3. Resolutions 2 and 3 - Re-Election of Reginald Gillard and Sean Harvey as Directors

Exemption from TSX Rules

Director Information

ABN 27 106 808 986

4. Resolutions 4 and 5 - Approval of Issue of Performance Rights to Mr Quartermaine and Mr Carson

ABN 27 106 808 986

ABN 27 106 808 986

Other Business

MANAGEMENT INFORMATION CIRCULAR

GENERAL INFORMATION RESPECTING THE MEETING

Purpose of Solicitation

Appointment of Proxies by Registered Shareholders

Revocation of Proxies

Voting of Proxies

Advice for Beneficial Holders

ABN 27 106 808 986

Notice-and-access Delivery

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

Voting Securities

Principal Holders of Shares

Securities Authorized for Issuance under Equity Compensation Plans

Notes:

Employee Stock Option Plan

ABN 27 106 808 986

Performance Rights Plan

Named Executive Officers

Compensation Discussion & Analysis

Elements of Compensation

Risks Associated with Compensation Policies and Practices

Financial Instruments

Performance Graph

Share-Based and Option-Based Awards

Compensation Governance

Remuneration Framework

ABN 27 106 808 986

Compensation Consultants & Advisors

Summary Compensation Table

Non-equity Incentive Plan

ABN 27 106 808 986

Narrative Discussion

Incentive Plan Awards

Outstanding share-based awards and option-based awards

ABN 27 106 808 986

Incentive plan awards – value vested or earned during the year

Narrative Discussion

Pension Plan Benefits

PERSEUS MINING LIMITED AGM Information 2015