PERSEUS MINING LIMITED — AGM Information 2024

Oct 15, 2024

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 offices of the Company, Second Floor, 437 Roberts Road, Subiaco, Western Australia on Friday, 22 November 2024 at 3pm (AWST time) for the purpose of transacting the business set out below.

The enclosed explanatory memorandum (“ Explanatory Memorandum ”) accompanies and forms part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

1. Financial Report for the Year Ended 30 June 2024

To receive and consider the financial report of the Company for the year ended 30 June 2024, 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 2024 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 Ms Amber Banfield as a Director

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

“That Ms Amber Banfield, who retires in accordance with Clause 7.1 of the Constitution of the Company and Listing Rule 14.4 and 14.5 and, being eligible, offers herself for re-election, be and is hereby re-elected as a director of the Company.”

4. Resolution 3 - Re-Election of Mr Daniel Lougher as a Director

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

“That Mr Daniel Lougher, who retires in accordance with Clause 7.1 of the Constitution of the Company and Listing Rule 14.4 and 14.5 and, being eligible, offers himself for re-election, be and is hereby re-elected as a director of the Company.”

5. Resolution 4 – Election of Mr Rick Menell as a Director

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

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“That Mr Rick Menell, who retires in accordance with Clause 7.1 of the Constitution of the Company and Listing Rule 14.4 and 14.5 and, being eligible, offers himself for re-election, be and is hereby elected as a director of the Company.”

6. Resolution 5 – 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, under and 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.

7. Resolution 6 – Non-Executive Directors Fees

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

“ That, pursuant to clause 7.3 of the Company’s Constitution and Listing Rule 10.17, aggregate nonexecutive Directors’ fees be increased from $1,200,000 per annum to $2,000,000 per annum .”

Voting Exclusion applies and is described below.

GENERAL BUSINESS

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

Accompanying this Notice of Meeting is (i) an explanatory memorandum, which provides 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 Restrictions and Explanatory Notes

Voting restrictions apply to Resolutions 1, 5 and 6 as follows .

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1:

• (a) by or on behalf of either a member of the Company’s key management personnel, details of whose remuneration are included in the Remuneration Report, or their closely related parties (which includes a spouse, dependent, certain other close family members as well as any companies controlled by the member), regardless of the capacity in which the votes are cast; or

• (b) as proxy if that proxy is a member of the Company’s key management personnel as at the date of the Meeting, or their closely related parties.

However, in each case above, votes will not be disregarded if they are cast as a proxy for a person who is entitled to vote on Resolution 1:

• (c) in accordance with a direction as to how to vote on the Form of Proxy; or

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• (d) by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy as the Chair decides even if the resolution is connected with the remuneration of the Company’s key management personnel.

If you appoint the chair of the Meeting as your proxy and you do not direct your proxy how to vote on Resolution 1 on the Form of Proxy, you will be expressly authorising the chair to exercise your proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

In relation to Resolution 5, pursuant to the ASX Listing Rules, the Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Quartermaine or any of his associates.

In relation to Resolution 6, pursuant to the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Directors and any of their associates.

However, the above ASX Listing Rule voting exclusions do not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

In accordance with the Corporations Act, a vote must not be cast on Resolution 5 or 6 by a person appointed as a proxy if the proxy is either a member of the Company’s key management personnel or any of their closely related parties and the appointment does not specify the way the proxy is to vote on this resolution.

However, a person described above may cast a vote on Resolution 5 or 6 if:

• (a) the person is the Chair of the Meeting; and

• (b) the appointment 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 Company’s key management personnel.

If you appoint the chair of the Meeting as your proxy, and you do not direct your proxy how to vote on Resolution 5 or 6 on the Form of Proxy, you will be expressly authorising the chair to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

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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 Resolutions 1, 5 and 6 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 Chair and other directors) 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.

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, 5 and 6).

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:

1. in respect of Shareholders registered on the Company’s Australian share register , prior to 3pm (AWST time) on Wednesday 20 November 2024:

   • I. Online: at www.investorvote.com.au;

   • II. Mobile: scan the QR Code on the enclosed Proxy Form and follow the prompts;

   • III. by mail: complete and sign the enclosed Proxy Form and return to:

Computershare Investor Services Pty Limited

GPO Box 242, Melbourne VIC 3001 Australia;

• IV. By Fax: complete and sign the enclosed Proxy Form and fax to:

Inside Australia 1800 783 447

Outside Australia +61 3 9473 2555;

• V. Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

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1. in respect of Shareholders registered on the Company’s Canadian register , prior to 3pm (AWST time) on Wednesday 20 November 2024:

   • I. Online: at www.investorvote.com;

   • II. By mail: complete and sign the enclosed Proxy Form and return to: Computershare

     • 8th Floor, 100 University Avenue Toronto, ON M5J 2Y1;

   • III. By Telephone: 1-866-732-VOTE (8683) Toll Free.

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 3 October 2024 as the record date for determining the registered Shareholders of the Company entitled to receive the Notice of Meeting and 3pm (AWST time) on 20 November 2024 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 3 October 2024 can obtain a copy of the Notice of the Meeting and a Proxy Form by contacting the Company.

Voting Procedure

Under the Company’s constitution (“Constitution”), any poll will be conducted as directed by the chair of the Meeting (the “Chair”).

Please note that, in accordance with ASX guidance, all ASX Listing Rule resolutions will be decided by a poll rather than by a show of hands.

Receiving Documents from the Company (Australian register)

Shareholders can elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. The Company encourages shareholders to provide an email address so we can communicate with you electronically for items such as notices of meeting and annual reports. To review or update your communication preferences, please contact the Company’s share registry on www.computershare.com.au/easyupdate/pru.

Notice-and-access Delivery (Canadian register)

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 Notice of Meeting and the Annual Report for the year ended June 30, 2024 (collectively, the “Meeting Materials”), shareholders will be able to access the Meeting Materials electronically. Paper copies should be requested by no later than November 6, 2024. The webhost for Notice and access is https://perseusmining.com/2024agm/ and the phone number 1-866-962-0498 within North America and outside North America (514) 982-8716. 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

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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.

By Order of the Board of Directors

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Martijn Bosboom Company Secretary Perth, Western Australia

Dated: 4 October 2024

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Have questions about this notice? Call the Toll Free Number below or scan the QR code to find out more.

Toll Free 1-866 964-0492

www.computershare.com/ noticeandaccess

Notice of Availability of Proxy Materials for PERSEUS MINING LIMITED Annual General Meeting

Meeting Date and Location:

When: November 22, 2024 3pm (AWST)

Where: At the offices of the Company, Second Floor, 437 Roberts Road, Subiaco, Western Australia, Perth, WA 6000

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You are receiving this notice to advise that the proxy materials for the above noted securityholders’ meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the Notice of Meeting and Explanatory Memorandum and other proxy materials before voting.

The Notice of Meeting and Explanatory Memorandum and other relevant materials are available at:

- https://perseusmining.com/2024 agm/

OR

www.sedarplus.ca

How to Obtain Paper Copies of the Proxy Materials

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Securityholders may request to receive paper copies of the current meeting materials by mail at no cost. Requests for paper copies may be made using your Control Number as it appears on your enclosed Voting Instruction Form or Proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than November 8, 2024. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

For Holders with a 15 digit Control Number:

Request materials by calling Toll Free, within North America - 1-866-962-0498 or direct, from Outside of North America - (514) 982-8716 and entering your control number as indicated on your Voting Instruction Form or Proxy.

To obtain paper copies of the materials after the meeting date, please contact 514-982-7555

For Holders with a 16 digit Control Number:

Request materials by calling Toll Free, within North America - 1-877-907-7643 or direct, from Outside of North America - 303-562-9305 and entering your control number as indicated on your Voting Instruction Form.

To obtain paper copies of the materials after the meeting date, please contact 514-982-7555

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Securityholder Meeting Notice

The resolutions to be voted on at the meeting are listed below along with the Sections within the Notice of Meeting and Explanatory Memorandum where disclosure regarding the matter can be found.

1. Resolution – Adoption of Remuneration Report

2. Resolution – Re-Election of Ms Amber Banfield as a Director

3. Resolution – Re-Election of Mr Daniel Lougher as a Director

4. Resolution – Election of Mr Rick Mennell as a Director

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

6. Resolution – Non-Executive Directors Fees

Voting

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed Voting Instruction Form or Proxy.

PLEASE VIEW THE NOTICE OF MEETING AND EXPLANATORY MEMORANDUM PRIOR TO VOTING

Annual Financial statement delivery

• No Annual Report (or Annual Financial Statements) is (are) included in this mailing. Alternatively, the Annual Report is available on the Company’s website at www.perseusmining.com and may be downloaded or read online.

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