Consistent operating performance

COMPANY HIGHLIGHTS

2	OUR VISION AND VALUES
3	OUR STRATEGY IN ACTION
4	OPERATING HIGHLIGHTS
5	FINANCIAL HIGHLIGHTS
6	CHAIRMAN'S ADDRESS
8	MANAGING DIRECTOR'S ADDRESS
10	SUSTAINABILITY HIGHLIGHTS
11	RISK MANAGEMENT
14	REVIEW OF OPERATIONS
29	FINANCIAL REPORT
32	DIRECTORS' REPORT
39	REMUNERATION REPORT
55	AUDITOR'S INDEPENDENCE DECLARATION
56	FINANCIAL STATEMENTS
94	DIRECTORS' DECLARATION
95	INDEPENDENT AUDITOR'S REPORT
103	ADDITIONAL SHAREHOLDER INFORMATION

OUR VISION AND VALUES

In FY21 Perseus made significant progress towards achieving its goal of becoming a multi-mine, multijurisdictional producer of more than 500,000 ounces of gold per annum at a cash margin of not less than US\$400/oz.

OUR VISION:

CORPORATE MISSION - We generate material benefits for all our stakeholders, in fair and equitable proportions.

CORPORATE VISION - By undertaking socially and environmentally responsible and commercially successful discovery, acquisition, development, and operation of gold mines, we provide material benefits to our stakeholders.

CORPORATE OBJECTIVE - To progressively position our business to sustain gold production of approximately 500,000 ounces per year at a cash margin of not less than US\$400 per ounce, from 2022.

OUR VALUES

TEAMWORK Alone we achieve a little, working together we achieve a lot

INTEGRITY We act with consistency, honesty, accuracy and sustainability in everything we do

COMMITMENT We give our all, every time we do something

ACHIEVEMENT We do what we say, we deliver on our promises… always

OUR STRATEGY IN ACTION

Perseus was founded					2004
in Côte d'Ivoire (now Sissingué)		Perseus established as junior exploration company and acquires Tengrela gold project
Perseus acquires Edikan					2006
		Perseus acquires the Ayanfuri exploration licenses in Ghana (now Edikan)
		Financial Investment Decision to develop Edikan Gold Mine			2009
Edikan Mine commenced commercial production					2012
Perseus Acquire Yaouré Exploration Licence					2016
		Financial Investment Decision to develop Sissingué Gold Mine
Sissingue Commenced Commercial Production					2018
		Financial Investment Decision to develop Yaouré Gold Mine			2019
		Perseus acquired Exore Resources (Bagoé permit near Sissingué)			2020
Future Production on Track
Commence Commercial Production at Yaouré Gold Mine					2021
Significant Growth Pipeline					2022
		Perseus on track to achieve production of 500,000 ounces per annum

OUR			Consistently produce 500,000
STRATEGY			ounces of gold per year at a
A simple			cash margin of not less than
corporate strategy for			US\$400 per ounce.
value creation

DEVELOP MINES	INVEST IN ASSETS	CONTINUOUSLY IMPROVE	LICENCE TO OPERATE	INVEST IN PEOPLE	PRODUCE GOLD
Unlock value	Acquire and	Strive to	Develop and	Lead, motivate	Consistently

by efficiently, effectively and sustainably converting mineral resources into producing gold mines

replenish through organic or inorganic means, a geopolitically diverse portfolio of mineral resources

continuously improve our business at all levels

maintain strong relationships with host governments and communities, and deliver social value

and continuously up-skill our operating and management teams

perform to plan and generate targeted returns on funds employed

PERSEUS MINING LIMITED | 2021 Annual Report 3

OPERATING HIGHLIGHTS

Full year gold production exceeds guidance as Yaouré boosts performance

Gold production 328,632 OZ 27%

AISC US\$1,016/OZ

Gold Price US\$1,642/OZ

Maintained our record of zero fatalities. Total Recordable Injury Frequency Rate of 1.76

We poured first gold at Yaouré five weeks ahead of schedule and under budget

FINANCIAL HIGHLIGHTS

Perseus intends to make a maiden return of capital to shareholders of A\$0.015 per share.

Going forward, Perseus intends to make semi annual dividend payments representing cumulatively, at least 1% annual yield per year.

GROWTH IN EARNINGS

A\$679.7M Revenue increase	15%
A\$303.1M EBITDA	11%
A\$199.4M Gross profit from operations	42%
A\$139.4M Profit after tax	48%
9.57CPS Basic earnings per share	18%
A\$459M Earnings per ounce	25%

GROWTH IN NET TANGIBLE ASSETS

NET CASH POSITION	A\$ MILLIONS	US\$ MILLIONS
Cash and bullion	207.9	156.1
Total Interest Bearing Liabilities	(133.2)	(100.0)
Net Cash Position 30 June 2021	74.7	56.1

CHAIRMAN'S ADDRESS

Dear Fellow Shareholder

Welcome to the 2021 Annual Report for Perseus Mining Limited. We reflect on 2021 as a year that saw us bring our third West African gold mine into production and our Company continue to successfully track towards becoming a 500,000 ounce per year gold producer.

Given the somewhat challenging operating conditions over the past 12 to 18 months, it was incredibly pleasing that Perseus was able to pour first gold at our Yaouré Gold Mine in Côte d'Ivoire in December 2020, five weeks ahead of schedule and under budget. An amazing feat achieved amid the complexities and uncertainties created by the global COVID-19 pandemic. We have now declared commercial production at Yaouré and operations are performing well, with the new mine adding more than 62,000 ounces of gold to our FY21 production total. We look forward to Yaouré becoming a major contributor to our gold production aspirations.

This strong early performance at Yaouré added to our solid operations at both Sissingué in Côte d'Ivoire and Edikan in Ghana, which saw Perseus exceed our June Half Year and full Financial Year gold production guidance. This was following two consecutive quarters of record gold production in March and June 2021. We achieved financial year 2021 (FY21) gold production of 328,632 ounces and finished the year with a net cash position of US\$56.1 million, which is considerably improved on FY20. This improvement came on the back of a very strong June quarter, in which Perseus achieved notional cashflow of US\$62.1 million and increased our net cash position by more than US\$50 million and was helped by the prudent financial management that has been part of Perseus's strategy for many years.

Perseus remains on track to achieve its goal of producing more than 500,000 ounces of gold per year in FY22, and we expect to do this at a cash operating margin of not less than US\$400 per ounce. I am incredibly proud that we are continuing to deliver on our goals and that this major long-term milestone of ours is now within reach.

With our three gold mines performing well, we are assessing options to continue our trend of growth, and that includes new mineral discoveries or upgrading existing Mineral Resources to add to our gold inventory. Exploration programmes continued to generate encouraging results from prospects close to each of our three operating mines, demonstrating potential

to organically grow these. We will continue to explore and drill our targets over the coming 12 months as we look to add life to each of our projects. In parallel, work is continuing on an updated Life of Mine Plan for our Sissingué operation that will involve trucking ore from satellite deposits to our Sissingué plant for processing.

As a result of the quality of our recent performance and earning capacity, the Board has now formally adopted a dividend policy. The company will strive to make distributions to shareholders by way of dividends and or share buybacks providing a yield of at least 1% per year. For our maiden distribution, a capital return of 1.5 cents per share will be put to shareholders for approval, and I would like to take this opportunity to thank our shareholders for your ongoing backing and belief in Perseus to deliver on its goals.

During the year, we welcomed two new Board members, with Perseus's former Chief Financial Officer Elissa Brown joining in November 2020, replacing Sally-Anne Layman, and Amber Banfield, appointed in May 2021. These appointments add new skills and highly relevant commercial and technical experience to the mix and we welcome their input. I would like to thank all my fellow Board members for their support and dedication over the past 12 months.

I would also like to thank our staff and management for their efforts over the past year during operating conditions that have at times been challenging due to COVID restrictions and lockdowns. In particular, I acknowledge our Managing Director Jeff Quartermaine who continues to lead Perseus's operations with a steady and considered hand.

Perseus is now firmly positioned as a reliable, multi-mine, mid-tier gold producer on track to produce 500,000oz per year, and I look forward to achieving new milestones we set out to undertake in the year ahead.

Sean Harvey Chairman

Perseus is firmly postioned as a multimine, mid-tier gold producer, with an exciting growth pipeline.

MANAGING DIRECTOR'S ADDRESS

Dear Fellow Shareholder

Despite the ongoing challenges and uncertainty that were encountered in our operating environment during the 2021 financial year, Perseus's clear focus on our goals and our determination to do what we said we would do, never wavered.

Developing our third gold mine, Yaouré, ahead of schedule and under budget was a good example of this focus, and an accomplishment of which our development team and our contractors, can be justifiably proud. We are already seeing the difference that Yaouré makes to our gold production and cash flow.

The Perseus Group produced nearly 330,000 ounces gold in FY21, up 27% on FY2020's. This was mostly thanks to the additional contribution from Yaouré. Which added to production from our established operations at Sissingué and Edikan, both of which performed consistently well throughout the year. We achieved this record level of gold production, which exceeded June Half and Full Year market guidance, at an all-in site cost of US\$1,016 per ounce, just a slight increase on FY20, and a reasonable result under the circumstances.

As Yaouré ramps up to its production levels in FY22, Perseus expects to reach our goal of producing more than 500,000 ounces of gold per year, and given what we have achieved to date, I am confident that we will achieve this goal, not only in FY22 but for many years beyond.

Financially, Perseus has also performed exceptionally well against all key performance measures this financial year, with revenue increasing by 15% to A\$679.7 million, profit after tax increasing nearly 50% to A\$139.4 million, cash flow from operations up 42% to A\$302.0 million and net tangible assets growing by 10% to A\$926.5 million. Our earnings per share improved by 18% to 9.57 cents per share and our earnings per ounce was up 25% to A\$459 per ounce. The strong all round financial performance by the company during the last 12 months has resulted in a net cash position of US\$56.1 million at year end, a fair achievement considering that the Company has invested close to US\$400 million since late 2016 developing both the Sissingué and Yaouré gold mines. It has also enabled us to commence returning capital to our shareholders. Following the end of the year, our Board formally adopted a Dividend Policy under which we will aim to pay dividends each year to our shareholders, yielding a return of at least 1% per year. This year's capital return of 1.5 cents per share is the beginning of this initiative and commences a process of rewarding our shareholders for their long-standing support of the Company.

Our consistently improving technical and financial results are a testament to the hard work of those involved across all of our activities – on various sites in Ghana and Côte d'Ivoire and in our offices in Accra, Abidjan and Perth. "Our people are our greatest asset" is a well-used phrase, but in Perseus's case, this is more than rhetoric. I know all of our teams have worked incredibly hard over the past 12 months, and I sincerely thank them for their respective contributions, as I do their families who have supported our employees during a challenging year.

Operating sustainably has always been a guiding principle in the way we do business at Perseus. We know that we are guests in the countries and communities where we operate, and that our continued focus on sustainable operations and

value creation is key to our strong social licence to operate. During the year, we reported on our sustainability performance and achievements across environmental, social and governance areas. We aligned our sustainability reporting framework to international best practice frameworks, including the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB) guidelines, and have transitioned our sustainability reporting to align with our financial reporting calendar. We also assessed and reported our climate change risks and opportunities in line with the Task Force on Climate-Related Disclosure and we have committed to implementing the World Gold Council's Responsible Gold Mining Principles by the end of FY2023.

Our sustainability governance capability at Board and management level has been further strengthened during the year. With this oversight, Perseus has maintained its record of zero fatalities across the business during the 2021 financial year and we have improved our injury rates by 21% over the past three years. We increased our social investment from about US\$1.2M for FY20 to US\$2.1M in FY21, continuing to deliver critical health and education infrastructure projects and programs in our communities. Local procurement has increased from 78% at the end of CY20 to 81% in FY21 and our local employment rates have been maintained at our target of 95%. In FY21, our total economic contribution to Ghana and Côte d'Ivoire was approximately US\$428 million, including approximately US\$323 million paid to local suppliers, US\$29 million paid in local salaries, wages and associated taxes, US\$73 million in payments to government in taxes, royalties and other payments.

In the year ahead, we will be considering options to further Perseus's growth, with a heavy focus on organic growth activities, including more exploration and drilling adjacent to our existing infrastructure and also evaluating new opportunities for inorganic growth through acquisition.

We are excited about the future of Perseus as we continue to build our business on the strong foundation we have created through applying in practice our core values of teamwork, integrity, commitment and achievement. We aspire to be a premium quality, mid-tier African gold company and to continue to generate material benefits for all of our stakeholders. We are confident that we are on track to achieve this aspiration.

Jeff Quartermaine Managing Director and CEO

SUSTAINABILITY HIGHLIGHTS

RISK MANAGEMENT

Enterprise Risk management

A comprehensive understanding of our risks and opportunities ensures better decision making, clarity on accountabilities, and provides a source of competitive advantage. We manage the risks and uncertainties inherent in operating our business in line with an Enterprise Risk Management (ERM) Framework, which is based on ISO 31000:2009. The ERM Framework is an integral part of the overall Perseus Management System and is where we work to balance realising opportunities to grow and protect value, which is essential to the sustainable growth and success of our company.

Risks are monitored by our Board. The Audit and Risk Committee assists the Board to oversee enterprise risk management in line with the approved ERM Framework. A key role of the Board, the Audit and Risk Management Committee and senior management is to set a strong culture that promotes risk management as an essential part of business operations. Figure 1 sets out the Perseus Governance and Management Structure.

Key components of our ERM Framework include risk identification, analysis, monitoring and reporting (refer Figure 2 below).

RISK MANAGEMENT (CONTINUED)

The ERM Framework provides for risk management across two separate levels - Enterprise Level Risks and Operational and Functional level risks:

Enterprise Level Risks are primarily caused by events that effect the viability of the whole organisation and are assessed and monitored by the Board and Group Executives;
Operational and Functional Risks are inherent in the ongoing activities of the business and associated with day-to-day performance, with ongoing assurance to the Board they are identified and managed appropriately.

Figure 3 sets out a summary of our current Enterprise level risks

Risk	Controls
Ethical Culture and Conduct	• Code of Business Conduct, Anti-Bribery and Corruption Standards, Whistleblower Policy, Legal Compliance Framework and transparently reporting our economic contributions
	• Financial systems controls
	• Clearly articulated organisational values (Teamwork, Integrity, Commitment and Achievement)
Environmental Stewardship: Including water stewardship, hazardous materials, biodiversity, air, land use, closure and climate change	• Governance framework aligned with ISO 14001:2015 underpinned by Environmental and Social Impacts Assessments conducted to international standards
	• Assessed and disclosed the risks of climate change to our business using the Taskforce on Climate-Related Financial Disclosures framework
Financial Sustainability	• Treasury Management processes including commodity hedging of a portion of our production
	• Ongoing engagement with Governmental authorities
Health, Safety and Wellbeing of our employees, contractors and communities	• Health and safety governance framework aligned with ISO 45001:2018), with ultimate aim of zero harm
	• Environmental and Social Impacts Assessments conducted to international standards, embedded in our environment and community governance
Resource Growth and Replenishment	• Board and Technical Committee oversight and guidance
	• Resource and Reserve replenishment & extension program and associated funding
	• Continuous review of Merger and Acquisition opportunities
Attracting and Retaining Talent	• Market Competitive Remuneration
	• Talent attraction, retention and succession planning
	• Constant and ongoing engagement with employees / employee delegates

Risk	Controls
Operational and Asset Performance	• Established Life of Mine (LOM) plans, budgeting and forecasting • Operational management and reporting • Contractor Management • Downstream construction method utilised for all tailings dams.
	• Maintenance schedules and processes
Political and Sovereign Risk	• Continual engagement with governments in countries we operate in • Monitoring of country risk trends and emerging issues
Security of our People and our Business	• Monitoring security threats and emerging issues through global and national advisory services, government security intelligence and local engagement
	• Security teams and management plans at each operation; with regional oversight
	• Security approach aligned with the Voluntary Principles of Security and Human Rights
Stakeholders and Community	• Environmental and Social Impacts Assessments conducted to international standards, embedded in our environment and community governance
	• Actively engage investors and analysts and other stakeholders on a wide range of financial and ESG issues
Cybersecurity	• Next generation Firewalls
	• Continuous end user training and awareness
	• Market leading endpoint protection
	• Modern software defined network
	• Internal and External Audit

We apply the following principles to create and maintain our strong risk culture across our business:

Culture set from the top, with active involvement from the Board and Senior Management in developing and promoting proactive, consistent risk management processes;
Risk processes that are simple and easy to understand by all employees, and are efficient and practical;
Ensure strong and open communication of risk matters and the escalation of problems or issues as they arise;
Drive accountability and ownership for risks and controls; and
Recognise and reward good risk management behaviour and actions.

REVIEW OF OPERATIONS

Principal activities

The Group operates three gold mines in West Africa: the Edikan Gold Mine in Ghana ("EGM" or "Edikan") in the Republic of Ghana ("Ghana"); the Sissingué Gold Mine ("SGM" or "Sissingué"); and the Yaouré Gold Mine ("YGM" or "Yaouré"), both in the Republic of Côte d'Ivoire ("Côte d'Ivoire"). In addition to its gold-mining activities, the group also conducts mineral exploration and evaluation activities in West Africa.

Review of Operations

During FY21, Perseus made significant progress towards achieving its corporate objective to transform into a multi-mine, multi-jurisdictional producer of more than 500,000 ounces of gold per annum, at a cash margin of not less than US\$400/oz. Commercial production commenced at Perseus's third gold mine, Yaouré, at the start of the 4th quarter. Consistent performance continued at Perseus's other two gold mines, Sissingué and Edikan.

Gold production for the Group during the year totalled 328,632 ounces at an all-in site cost (including production costs, royalties and sustaining capital) ("AISC") of US\$1,016/oz. This result included: 62,125 ounces produced at Yaouré (including 24,782 ounces produced from commencement of operations in December 2020 but prior to declaration of commercial production end of March 2021) at an AISC of US\$1,036/oz; 104,672 ounces produced at Sissingué at an AISC of US\$676/oz; and 161,835 ounces of gold produced at Edikan at an AISC of US\$1,231/oz.

Gold sales by the Group during the year totalled 321,199 ounces of gold at an average sales price of US\$1,642/ oz. This result included: 54,182 ounces sold by Yaouré at a weighted average sales price of US\$1,692/oz; 102,635 ounces sold by Sissingué at a weighted average sales price of US\$1,682/oz; and 164,381 ounces sold by Edikan at an average sales price of US\$1,607/oz. During the financial year, the Group sold 18% more gold, at a price that was approximately 13% higher than in the 2020 financial year.

Parameter	Units	Movement	Year to 30 June 2021	Year to 30 June 2020
Total gold sales	Ounces	↑ 17.8%	321,199	272,778
Average sales price	US\$/oz of gold sold	↑ 12.7%	1,642	1,457
Gold produced	Ounces	↑ 27.6%	328,632	257,639
All-in site cost ("AISC")	US\$/oz produced	↑ 4.5%	1,016	972

Table 1: Key financial operating statistics - group

Our revenue increased by 15% to A\$679.7 million, profit after tax increased nearly 50% to A\$139.4 million, cash flow from operations is up 42% to A\$302.0 million and net tangible assets grew by 10% to A\$926.5 million.

Edikan, Ghana

Perseus owns a 90% beneficial interest in Edikan, our first producing gold mine, located in Ghana. The remaining 10% interest in Edikan is a free carried interest owned by the Ghanaian government.

OPERATIONS

Operating results at Edikan for the year ending 30 June 2021 and the corresponding year ending in 2020 were as follows:

Table 2: Key production statistics - Edikan

Parameter	Units	Year to 30 June 2021	Year to 30 June 2020
Total ore and waste mined	kt	29,364	25,158
Ore mined	kt	3,837	5,631
Ore milled	kt	6,703	6,943
Milled head grade	g/t gold	0.94	1.00
Gold recovery rate	%	79.9	76.6
Gold produced	ounces	161,835	171,638

A total of 29,364k tonnes of ore and waste were mined during the year from the Fetish, AF Gap and Bokitsi pits, with an average grade of mined ore of 1.13g/t of gold. Ore stockpiles (including both high and low-grade ore but not mineralised waste) plus crushed ore decreased by 44% or 2,299 thousand tonnes ("kt") from 5,233kt to 2,934kt. The average grade of the stockpile at 30 June 2021 was 0.63g/t for approximately 59,102 ounces of contained gold. This stockpile is comprised of approximately 20% oxide ore and 80% primary ore.

Mill throughput for the year was 6,703k tonnes of ore grading on average 0.94 g/t of gold, a 6% reduction in grade from the previous year. The average gold recovery rate during the year was 79.9%, which was 3.3% points better than in the previous year. Following the depletion of ore from the Bokitsi pit in January 2021, recovery rates for the second half of the year improved relative to the first half of the year, averaging 85.0%.

Gold production for the year was 161,835 ounces at an AISC of US\$1,231/oz. The 5.7% decrease in gold production from last year is mainly due to a lower average head grade of processed ore, along with a slightly lower amount of ore milled, offset by superior recovery rates. The AISC for the year of US\$1,231/oz is 13.8% higher than the previous year of US\$1,082/oz. This was due to the lower amount of gold produced during the financial year which increased unit processing costs, increased unit royalty costs due to higher gold prices, as well as increased expenditure on sustaining capital due to the purchase of maintenance equipment to be installed in the 2022 financial year.

Table 3: Key financial operating statistics - Edikan

Parameter	Unit	Twelve months to 30 June 2021	Twelve months to 30 June 2020
Total gold sales	Ounces	164,381	179,658
Average sales price	US\$/oz of gold sold	1,697	1,454

Production costs including:
• Mining cost	US\$/tonne of material mined	3.15	3.18
• Processing cost	US\$/tonne of ore milled	9.60	8.89
• G & A cost	US\$M / month	1.47	1.79

Royalties	US\$/oz	108	97
Sustaining Capital	US\$/oz 45		33
All-in site cost	US\$/oz	1,231	1,082

Unit processing costs have increased by 8% from the prior year, a result of the impact of both a reduced amount of tonnes milled, and an increased amount of on-site power generation required.

Edikan, Ghana (continued)

ESUAJAH SOUTH ("ESS") UNDERGROUND DEVELOPMENT PROJECT

Following careful consideration of the economic merits of the proposed ESS Underground Development Project, and notwithstanding further technical work that increased confidence in a range of key technical parameters (including estimated tonnes, grade and the size of the estimated ESS Mineral Resource), Perseus concluded that the overall project risk / return ratio does not currently meet its investment criteria. As a result, the implementation of the ESS underground development has been deferred for the time being. Further technical reviews of the Project will be undertaken to investigate potential for additions to the Ore Reserve at depth, and additional optimisation of designs and mining methods will be undertaken. Perseus has also engaged with the Ghanaian government on the future of the project and has committed to ensuring that all outstanding commitments to our host communities in relation to the project development will be met in full, pending a final decision on the future of the project.

EXPLORATION

During the year, 4,410 metres of Reverse Circulation (RC) and 1,024 metres of diamond core were drilled within the Edikan project area. Drilling was focussed on a mineralised felsic dyke system in the Mampong South area on the Nanankaw Mining Lease. This dyke system represents the southwestern extension of the Abenabena and Fobinso intrusives, the largest individual orebodies on the Edikan permits, where previous drilling has defined a small resource at the Mampong prospect. Work focused on infill drilling along a 600-metre-long zone located 1.5 kilometres south of the Mampong resource where intercepts of up to 70 metres of mineralised dyke were encountered in previous drilling. Results were generally disappointing, with grades and widths of mineralisation in the dykes being generally inferior to those encountered in the previous drilling.

Four RC holes were drilled at the Dadieso NE prospect on the Dadieso Prospecting Licence with negative results.

The Company also conducted exploration on three other properties in the Edikan district, Agyakusu, Agyakusu DML and Domenase. Negotiations with local communities to enable drilling of the strong gold-insoil anomaly defined over the granite-hosted Breman prospect on the Agyakusu permit continued, with an access agreement reached late in the year and drilling commencing immediately post-year end. Two phases of soil sampling were undertaken on the Agyakusu DML permit, with 1,959 samples collected. This work defined a strong gold-in-soil anomaly associated with a mineralised dyke system extending SW from the

Breman prospect. Follow up drilling is planned in the coming year.

The Agyakusu, Agyakusu DML and Domenase properties were also covered by a combined airborne EM, magnetic and radiometric survey, data from which will assist in our understanding of the geology of the permits and the lithostructural controls on mineralisation.

EDIKAN GOLD MINE MINERAL RESOURCE ESTIMATE:

The Mineral Resource estimate for Edikan is prepared in accordance with the 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). The Mineral Resource estimate is summarised in Table 4 that reports the Mineral Resources by category, deposit and deposit type.

The classification categories of Measured, Indicated and Inferred under the JORC Code are equivalent to the CIM categories of the same name (CIM, 2010).

The updated Measured and Indicated Mineral Resource estimate for Edikan is now estimated as 70.9 Mt grading 1.02 g/t gold, containing 2,326 k ounces of gold, as at 30 June 2021. A further 5.6 Mt of material grading 1.6 g/t gold and containing a further 300 k ounces of gold are classified as an Inferred Mineral Resource.

Edikan, Ghana (continued)

EDIKAN GOLD MINE MINERAL RESOURCE ESTIMATE: (continued)

The Mineral Resource estimates have been constrained to material lying within optimal pit shells derived using US\$1,800/oz gold price and depleted to 30 June 2021 surveyed mining surfaces. The Mineral Resource estimate for the AF Gap deposits was updated in March 2020, based on mill reconciliations and readers are referred to ASX release "Perseus Updates Mineral Resource and Ore Reserve Estimates" dated 26 August 2020 and the notes contained therein. The Mineral Resource estimate for the ESS deposit was updated in November 2020 and readers are referred to ASX release "Perseus Mining Updates Mineral Resource and Reserve Estimates" dated 24 August 2021 and the notes contained therein. An updated Mineral Resource estimate was completed for the Fetish deposit in January 2017 and readers are referred to ASX release "Perseus Updates Mineral Resource and Reserve Estimates for Edikan Gold Mine" dated 21 February 2017 and the notes contained therein. Mining at Bokitsi South has been completed and no practical cutback now remains. As such, Bokitsi South has been removed from the Edikan Resource estimate. The Company confirms that in all other respects there have been no material changes from the estimates of open pit, underground and heap leach Mineral Resources previously released, other than depletion of the Fetish and AF Gap Mineral Resources by mining.

The Mineral Resource estimates for Edikan are tabulated below in Tables 4 and 5.

Table 4: Edikan Measured and Indicated Mineral Resources – 30 June 2021 8,9,10

			Measured & Indicated Measured Resources Indicated Resources					Resources
Deposit	Deposit Type	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz
AF Gap 1,2,3	Open Pit	9.7	0.99	310	21.6	0.90	628	31.3	0.93	938
Esuajah North 2,3,4	Open Pit	2.8	0.79	72	4.0	0.74	95	6.9	0.76	168
Fetish 2,3,5	Open Pit	6.2	0.97	194	11.7	0.93	348	17.9	0.94	542
Sub Total		18.8	0.95	577	37.3	0.89	1,071	56.1	0.91	1,648
Esuajah South 6	U/Ground	3.1	1.70	168	5.9	2.09	393	8.9	1.95	561
Heap Leach 2,7	Stockpile	-	-	-	2.9	0.6	58	2.9	0.6	58
Stockpiles5	Stockpile	2.9	0.63	59	-	-	-	2.9	0.63	59
Total		24.8	1.01	803	46.1	1.03	1,522	70.9	1.02	2,326

Notes:

Based on March 2020 Mineral Resource model constrained to US\$1,800/oz pit shell.
Depleted to 30 June 2021 mining surfaces.
0.4g/t gold cut-off applied.
Based on June 2019 Mineral Resource model constrained to US\$1,800/oz pit shell.
Based on January 2017 Mineral Resource model constrained to US\$1,800 pit shell, includes Bokitsi North lode.
Based on November 2020 Mineral Resource model, 1g/t gold cut-off applied.
At zero cut-off grade.
All Mineral Resources are current as at 30 June 2021.
Measured and Indicated Mineral Resources are inclusive of Ore Reserves.
Rounding of numbers to appropriate precisions may have resulted in apparent inconsistencies.

Table 5: Edikan Inferred Mineral Resources – 30 June 2021 7,8

		Inferred Resources
Deposit	Deposit Type	Quantity Mt	Grade g/t gold	Gold '000oz
AF Gap 1,2,3	Open Pit	0.2	0.9	7
Esuajah North 2,3,4	Open Pit	0.03	1.0	1
Fetish 2,3,5	Open Pit	0.6	0.9	18
Esuajah South 7	U/Ground	4.8	1.8	270
Total		5.6	1.6	300

Notes:

Based on March 2020 Mineral Resource model constrained to US\$1,800/oz pit shell.
Depleted to 30 June 2021 mining surfaces.
0.4g/t gold cut-off applied.
Based on June 2019 Mineral Resource model constrained to US\$1,800/oz pit shell.
Based on January 2017 Mineral Resource model constrained to US\$1,800 pit shell, includes Bokitsi North lode.
Based on November 2020 Mineral Resource model, 1g/t gold cut-off applied.
All Mineral Resources are current as at 30 June 2021.
Rounding of numbers to appropriate precisions may have resulted in apparent inconsistencies.

Edikan, Ghana (continued)

EDIKAN GOLD MINE ORE RESERVE ESTIMATE

The Ore Reserve Estimate for Edikan is summarised in Table 6 below. The Open Pit Ore Reserve Estimate is a depletion of the previous Ore Reserve. An updated ESS Ore Reserve based on additional drilling and an associated rerun of the feasibility study has been completed and readers are referred to ASX release "Perseus Mining Updates Mineral Resource and Reserve Estimates" dated 24 August 2021 and the notes contained therein. All Ore Reserves are reported in accordance with the JORC Code. The Ore Reserve estimate reports the Ore Reserves by category, deposit and type, above variable cut-off grades.

categories of the same name (CIM, 2010). The updated Proved and Probable Ore Reserves for

The classification categories of Proved and Probable under the JORC Code are equivalent to the CIM

Edikan are now estimated as 36.4 Mt grading 1.13 g/t gold, containing 1,318 k ounces of gold including 14.1 Mt of ore grading 1.06 g/t gold and containing 480 k ounces of gold in the Proved category and a further 22.3 Mt of ore grading 1.17 g/t gold containing 837 k ounces of gold classified as Probable Ore Reserves. Mining of the Bokitsi South deposit was completed in November 2020 with the Ore Reserve being fully depleted.

Table 6: Edikan Ore Reserves – 30 June 2021 6

	Proved Reserves			Probable Reserves		Proved & Probable Reserves
Deposit	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz	Strip Ratio
AF Gap1,2,3	6.1	1.14	222	11.5	1.03	381	17.6	1.06	603	2.0
Fetish1,2,3	3.1	1.14	113	5.1	1.11	183	8.2	1.12	296	3.2
Subtotal	9.2	1.14	336	16.6	1.05	563	25.8	1.08	899	2.4
Esuajah South2,4	1.9	1.37	85	2.8	2.40	217	4.8	1.98	302	-
Heap Leach1,5	-	-	-	2.9	0.62	58	2.9	0.62	58	-
Stockpile5	2.9	0.63	59	-	-	-	2.9	0.63	59	-
TOTAL	14.1	1.06	480	22.3	1.17	837	36.4	1.13	1,318	1.7

Notes:

Based on depletion to 30 June 2021 mining surfaces
Based on Mineral Resource Estimates which were current at 30 June 2021.
Variable gold grade cut-off for each material type, ranging from 0.35 g/t to 0.70 g/t.
Inferred Mineral Resource is considered as waste, t : t.
Based on End of Month June 2021 stockpile balance report.
Rounding of numbers to appropriate precisions may have resulted in apparent inconsistencies.

The Indicated Mineral Resource estimate for Edikan is now estimated as 70.9 Mt grading 1.02 g/t gold, containing 2,326 k ounces of gold, as at 30 June 2021.

Sissingué, Côte d'Ivoire

Sissingué is located in northern Côte d'Ivoire and lies within the Sissingué exploitation permit that covers an area of 446km² bounded on one side by the international border between Côte d'Ivoire and Mali. The exploitation permit is located along a structural/stratigraphic corridor within the Syama-Boundiali greenstone belt approximately 42 kilometres south-southwest of the Syama gold mine in Mali and 65 kilometres west northwest of the Tongon deposit in Côte d'Ivoire. Perseus owns an 86% interest in Sissingué, with a 10% free carried interest held by the Ivorian government and 4% owned by local interests.

OPERATIONS

Operating results at Sissingué for the year ending 30 June 2021 and the corresponding year ending in 2020 were as follows:

Table 7: Key production statistics - Sissingué

Parameter	Units	Year to 30 June 2021	Year to 30 June 2020
Total ore and waste mined	kt	3,717	6,504
Ore mined	kt	1,699	1,987
Ore milled	kt	1,262	1,579
Milled head grade	g/t gold	2.76	1.79
Gold recovery rate	%	93.4	94.9
Gold produced	ounces	104,672	86,001

A total of 3,717kt of ore and waste was mined during the year from the Sissingué pit, including 165k tonnes of oxide ore at 0.85g/t and 1,534k tonnes fresh/transitional ore at 2.43g/t gold. Ore stockpiles plus crushed ore increased to 1,101k tonnes of ore at an average grade of 1.44 g/t, containing approximately 51,075 ounces of gold.

Total mill throughput for the year was 1,262k tonnes of ore at an average grade of 2.76 g/t gold, a 54.2% increase in grade from the previous year. The average gold recovery rate of 93.4%, was 1.5% points lower than in the previous year. The increase in head grade during the year was a result of mining a particularly high-grade area in the stage 3 pit, whilst the decrease in recovery was expected due to processing more fresh ore than in the previous year.

Gold production for the year was 104,672 ounces at an AISC of US\$676/oz. The 21.7% increase in gold production during the year, relative to the 2020 financial year, is mainly due to the higher average grade of processed ore offset by a reduced tonnage of ore milled. Sissingué's AISC was 10% lower than in the previous financial year due to the materially improved grade of the ore being processed and despite unit mining and processing costs increasing.

Table 8: Key financial operating statistics - Sissingué

Parameter	Units	Year to 30 June 2021	Year to 30 June 2020
Total gold sales	Ounces	102,635	93,120
Average sales price	US\$/oz of gold sold	1,682	1,463

Production costs including:
• Mining cost	US\$/tonne of material mined	5.96	3.92
• Processing cost	US\$/tonne of ore milled	18.22	12.36
• G & A cost	US\$M / month	1.10	0.96

Total production cost	US\$/oz	558	658
Royalties	US\$/oz	96	68
Sustaining Capital	US\$/oz	22	27
All-in site cost	US\$/oz	676	753

Unit mining costs per tonne increased by 52% due to a reduced amount of material being moved, as well as the increased depth of the ore bodies being accessed. Unit processing costs also increased by 47.4% due to both the increased hardness of the ore being milled, and the reduced quantities of this ore. Royalties were increased due to a high gold price having been achieved, whilst G&A costs were also up marginally.

Sissingué, Côte d'Ivoire (continued)

FIMBIASSO AND BAGOÉ SATELLITE DEPOSITS

Soon after the end of the financial year, the Ivorian Council of Ministers and the President of the Republic of Côte d'Ivoire approved and executed a decree granting an Exploitation Permit ("EP") covering the Fimbiasso gold deposit in the departments of Tengréla, Madinani and Kouto in Northern Côte d'Ivoire to one of Perseus's subsidiary companies. The granting of the EP enabled detailed mine planning to proceed with certainty.

Since the acquisition of Exore Resources Limited ("Exore") in September 2020, work has been advancing on preparing a Definitive Feasibility Study ("DFS") of an operation involving mining ore from three satellite deposits (Véronique, Antoinette and Juliette) located on the Bagoé exploration permit and trucking the ore back to the Sissingué plant for processing. Work on the DFS was completed subsequent to year end and is to be lodged with the Côte d'Ivoire Department of Mines, Petroleum and Energy along with an Environmental and Social Impact Assessment ("ESIA") being prepared by local consultants, CECAF. These documents will form the basis of an application for a mining permit covering the Bagoé exploration permit area.

Following the completion of the DFS for the development of the Bagoé satellite deposits, an updated Life of Mine plan combining activities on each of the Sissingué, Fimbiasso and Bagoé ore deposits will be completed and released during the September 2021 quarter.

EXPLORATION

Exploration on the Sissingué EP during the year included 11,600 metres of air core (AC) drilling, mostly at the Kakolo and Gbeni prospects in the southern part of the Sissingué permit, and 2,759 metres of diamond drilling, mostly in the Sissingué Deeps program.

At Kakolo, approximately 12 kilometres south of Sissingué, 123 AC holes were drilled to investigate extensive soil anomalism associated with artisanal workings. Results were disappointing and no further work is planned in this area. At Gbeni (Tiana South), located approximately 30 kilometres south of Sissingué, 79 AC holes targeted extensive artisanal surface workings associated with small dioritic plugs on the southerly extensions of the Tiana and Cashew Farm zones. Results were generally disappointing with only isolated narrow intersections recorded. A single diamond hole drilled at the Tiana prospect to twin a previous RC hole that returned a spectacular two metre intersection of 3,297 g/t gold intersected only low-grade mineralisation over the corresponding interval.

Three deep diamond holes were drilled beneath Sissingué to investigate possible extensions or repetitions of the main granite body hosting the bulk of mineralisation at Sissingué. Although narrow mineralised porphyry dykes were intersected in all three holes, the hoped-for repetitions of the large granite bodies hosting the bulk of mineralisation at Sissingué were not present.

Results were received for 24 RC holes drilled last year on the Mahalé licence, located 40 kilometres southwest of our Sissingué Gold mine. These holes had been drilled to extend the known resources at the Fimbiasso West prospect; however, results were disappointing and no further work is planned.

BAGOÉ

Resource definition drilling commenced at the Antoinette, Véronique and Juliette prospects on the Bagoé permit. A total of 18,665 metres was drilled in 52 AC, 252 RC and 6 diamond core holes, plus 9 geotechnical and exploratory water bores. This drilling was primarily designed to infill the existing drilling at these prospects to allow an upgrade in the resources from Inferred to Indicated. A revised mineral resource estimate is in progress.

In addition, infill and extensional AC and RC drilling was undertaken at the Veronique South and SE, Juliette SW, and Brigette prospects. These holes primarily targeted open-ended mineralisation identified during the resource drilling, though the AC drilling at Brigette constituted the first significant drilling on this prospect. A total of 6,448 metres was drilled in 82 AC and 56 RC holes. Assays for these holes remain pending at the date of this report.

REVIEW OFOPERATIONS (CONTINUED) REVIEW OF OPERATIONS (CONTINUED)

Sissingué, Côte d'Ivoire (continued)

COMBINED SISSINGUÉ, FIMBIASSO AND BAGOÉ MINERAL RESOURCE ESTIMATE

Mineral Resources at Sissingué have been depleted to the 30 June 2021 surveyed mining surface. In addition, the Mineral Resources have been re-estimated using the latest grade control and additional resource definition information and readers are referred to ASX release "Perseus Mining Updates Mineral Resource and Reserve Estimates" dated 24 August 2021 and the notes contained therein.

Estimates of Mineral Resources for the Fimbiasso deposits were updated in March 2020 and readers are referred to ASX release "Perseus Mining Updates Mineral Resources & Ore Reserves" dated 26 August 2020 and the notes contained therein. The 30 June 2021 estimates have been updated using new optimal pit shells derived

using a gold price of US\$1,800/oz and revised estimates of mining and processing costs.

Estimates of the Mineral Resources for the Bagoé deposits have been added following the acquisition of the property from Exore and readers are referred to ASX release "Perseus Mining Updates Mineral Resource and Reserve Estimates" dated 24 August 2021 and the notes contained therein.

The combined global Measured and Indicated Mineral Resource for the Sissingué Gold Mine is estimated as 7.8 Mt grading 1.62 g/t gold, containing 407 k ounces of gold. A further 0.2 Mt of material grading 1.8 g/t gold, containing a further 13 k ounces of gold are classified as Inferred Mineral Resources. Details of these estimates are shown below in Tables 9 and 10.

Table 9: Sissingué Measured and Indicated Mineral Resources – 30 June 2021 8,9,10

		Measured & Indicated Measured Resources Indicated Resources Resources
Deposit	Deposit Type	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz
Sissingué 1, 2, 3	Open Pit	2.6	1.23	102	0.2	1.36	11	2.8	1.24	113
Fimbiasso 4, 5	Open Pit	1.7	1.69	95	0.4	1.78	23	2.1	1.71	118
Bagoé 6, 7	Open Pit	0.7	2.24	53	1.0	2.28	73	1.7	2.26	126
Stockpiles	Stockpile	1.1	1.44	51	-	-	-	1.1	1.44	51
TOTAL		6.2	1.52	300	1.6	2.02	107	7.8	1.62	407

Notes:

Based on July 2021 Mineral Resource model constrained to US\$1,800/oz pit shell.
Depleted to 30 June 2021 mining surface.
0.6g/t gold cut-off applied to in situ material.
Based on March 2020 Mineral Resource models constrained to US\$1,800/oz pit shells.
0.8g/t gold cut-off applied.
Based on May 20201 Mineral Resource models constrained to US\$1,800/oz pit shells.
0.8g/t gold cut-off applied to oxide, 1g/t applied to transition, 1.2g/t applied to fresh (Veronique deposit only).
Mineral Resources current at 30 June 2021.
Measured and Indicated Mineral Resources are inclusive of Ore Reserves.
Rounding of numbers to appropriate precisions may have resulted in apparent inconsistencies.

Table 10: Sissingué Inferred Mineral Resources – 30 June 2021 8,9

			Inferred Resources
Deposit	Deposit Type	Quantity Mt	Grade g/t gold	Gold '000oz
Sissingué 1, 2, 3	Open Pit	0.03	0.8	1
Fimbiasso 4, 5	Open Pit	0.1	1.8	6
Bagoé 6, 7	Open Pit	0.1	2.2	6
Total		0.2	1.8	13

Notes:

Based on July 2021 Mineral Resource model constrained to US\$1,800/oz pit shell.
Depleted to 30 June 2021 mining surface.
0.6g/t gold cut-off applied to in situ material.
Based on March 2020 Mineral Resource models constrained to US\$1,800/oz pit shells.
0.8g/t gold cut-off applied.
Based on May 20201 Mineral Resource models constrained to US\$1,800/oz pit shells.
0.8g/t gold cut-off applied to oxide, 1g/t applied to transition, 1.2g/t applied to fresh (Veronique deposit only).
Mineral Resources current at 30 June 2021.
Rounding of numbers to appropriate precisions may have resulted in apparent inconsistencies.

Sissingué, Côte d'Ivoire (continued)

COMBINED SISSINGUÉ, FIMBIASSO PROJECT, AND BAGOÉ PROJECT ORE RESERVE ESTIMATE

The updated Ore Reserve estimate for Sissingué is a depletion of the previous Sissingué deposit Ore Reserve and an updated estimate based on a \$1,600/oz gold price assumption and the latest Mineral Resource estimate for the Sissingué deposit. Ore Reserves have been added at the Bagoé Project following completion of a feasibility study. The Fimbiasso Ore Reserve is unchanged from previous estimates. All changes at Sissingué and Bagoé are included in the ASX release "Perseus Mining Updates Mineral Resource and Reserve Estimates" dated 24 August 2021 and the notes contained therein.

The Fimbiasso Ore Reserve is based on the Mineral Resource from March 2020 and readers are referred to ASX release "Perseus Mining Updates Mineral Resources & Ore Reserves" dated 26 August 2020 and the notes contained therein.

The combined Sissingué, Fimbiasso Project and Bagoé Project Ore Reserve is summarised below in Table 11 and is estimated at 5.9 Mt of ore, grading 1.72 g/t gold and containing 324k ounces of gold. Table 11 reports the Ore Reserves by category, project and type, above variable cut-off grades. The classification categories of Proved and Probable under the JORC Code are equivalent to the CIM categories of the same name (CIM, 2010).

Deposit Proved Reserves Probable Reserves Proved & Probable Reserves Quantity Mt Grade g/t gold Gold '000oz Quantity Mt Grade g/t gold Gold '000oz Quantity Mt Grade g/t gold Gold '000oz Sissingué1,2,3,4 2.2 1.31 93 0.1 1.39 7 2.4 1.32 100 5.6 Fimbiasso East2,4 1.1 1.95 70 0.2 2.15 13 1.3 1.98 82 5.4 Fimbiasso West2,3,4 0.5 2.58 40 0.6 2.61 51 1.1 2.59 91 5.8 Subtotal 3.8 1.66 203 0.9 2.32 70 4.7 1.79 273 5.6 Stockpile6 1.1 1.44 51 - - - 1.1 1.44 51 - TOTAL 4.9 1.61 254 0.9 2.32 70 5.9 1.72 324 4.5

Table 11: Sissingué Ore Reserves – 30 June 20215,7

Notes:

Based on depletion to 30 June 2021 mining surfaces
Based on Mineral Resource Estimates which were current at 30 June 2021.
Based on July 2021 Ore Reserve estimation.
Variable gold grade cut-off for each material type, ranging from 0.40 g/t to 1.05 g/t at Sissingué deposits, from 0.80 g/t to 1.50 g/t at Fimbiasso deposits and from 1.00 g/t to 3.00 g/t at Bagoé deposits. 5. Inferred Mineral Resource is considered as waste, t : t.
Based on EOM June 2021 stockpile balance report.
Rounding of numbers to appropriate precisions may have resulted in apparent inconsistencies.

The combined global Measured and Indicated Mineral Resource for the Sissingué Gold Mine is estimated as 7.8 Mt grading 1.62 g/t gold, containing 407k ounces of gold.

Strip Ratio

Yaouré, Côte d'Ivoire

Yaouré is located in central Côte d'Ivoire, 40 kilometres northwest of Yamoussoukro, the political capital, and 270 kilometres northwest of Abidjan, the economic capital, of Côte d'Ivoire. Yaouré lies within a rural area, 22 kilometres east-northeast of the city of Bouaflé, and five kilometres west of the Kossou dam and hydroelectric power station. The nearest villages to the site are Angovia and Allahou-Bazi, which are located approximately one kilometre east of the mine site. First gold was poured at Yaouré in December 2020, and Commercial Production was declared on 31 March 2021.

OPERATIONS

Operating results at Yaouré for the year ending 30 June 2021:

Table 12: Key production statistics - Yaouré

Parameter	Units	Year to 30 June 2021
Total ore and waste mined	kt	23,429
Ore mined	kt	788
Ore milled	kt	1,585
Milled head grade	g/t gold	1.37
Gold recovery rate	%	88.7
Gold produced	ounces	62,125

A total of 23,429kt of ore and waste was mined during the year from the CMA open pit, including 623k tonnes of oxide ore at 1.01g/t and 165k tonnes fresh/transitional ore at 1.80g/t gold. Ore stockpiles plus crushed ore contained 451k tonnes of ore at an average grade of 1.01 g/t, containing approximately 14,627 ounces of gold at year end.

Total mill throughput for the year was 1,585k tonnes of ore at an average grade of 1.37g/t gold, with an average gold recovery rate achieved of 88.7%. Gold production for the year was 62,125 ounces (including 24,782 ounces produced between the commencement of operations in December 2020 and the date of declaration of Commercial Production at the end of March 21). During the course of the June half year, the availability of higher-grade fresh ore from the CMA pit increased and this material was progressively added to the blend of ore fed to the plant, displacing lower grade material drawn from decommissioned heap leach pads and low-grade oxide ore stockpiles.

As Commercial Production commenced at the start of the fourth quarter of the financial year, AISCs are only calculated and reported for that period. For that last quarter, 37,343 ounces of gold were produced at an AISC of US\$1,036/oz, whilst 42,264 ounces were sold at an average sales price of US\$1,684/oz. A breakdown of these figures is provided below:

Table 13: Key financial operating statistics - Yaouré

Parameter	Units	Quarter to 30 June 2021
Total gold sales	Ounces	42,264
Average sales price	US\$/oz of gold sold	1,684

Production costs including:
Mining cost	US\$/tonne of material mined	2.71
Processing cost	US\$/tonne of ore milled	9.90
G & A cost	US\$M / month	1.70

Total production cost	US\$/oz	951
Royalties	US\$/oz	83
Sustaining Capital	US\$/oz	3
All-in site cost	US\$/oz	1,036

Yaouré, Côte d'Ivoire (continued)

BACK-UP POWER SUPPLY

As a result of nationwide power restrictions in Côte d'Ivoire in the June 21 quarter, available power draw at Yaouré was periodically reduced, limiting process plant throughput rates. To mitigate against a possible continuation of these restrictions, an 18 MW standby diesel fired power station was leased and fully commissioned shortly after the end of the financial year, eliminating the potential for future power shortages on the Yaouré site. In the coming year, a study will be undertaken to investigate the potential for replacing the diesel fired generators with a longerterm renewable power solution involving either the full or partial use of solar and or wind power.

EXPLORATION

Exploration and resource drilling at the Yaouré EP and adjoining Yaouré West exploration permit during the year totalled 71,046 metres, comprising 34,270 metres of AC, 34,480 metres of RC and 2,296 metres of diamond drilling (including RC pre-collars). In addition, 1,662 metres of augering was completed. Processing and interpretation of data generated from the 2 dimensional (2D) and 3 dimensional (3D) seismic surveys conducted during the prior year, commenced, and drilling of some of the shallower targets generated from this work started late in the year. In addition, an airborne gravity (Full Tensor Gravity Gradiometry or "FTGG") survey was flown over the Yaouré tenement area.

RC drilling focused on the investigation of various prospects close to the main Yaouré open pits and infrastructure, including CMA SW, Govisou, Angovia 2, Sayikro, Kongonza and CMA East seismic targets.

At Govisou, 78 RC holes and 11 diamond holes were drilled to infill previous drilling, returning promising results that appear to define a pipe-like plunging structure.

At CMA SW, 157 infill RC holes were drilled to allow the upgrading of the existing Inferred Resource to higher categories. This work returned results comparable with previous drilling, confirming consistent mineralisation over approximately 5 metre widths for a 750-metre strike length. Estimation of a revised Mineral Resource based on the new data was in progress at year end. Similarly, drilling of 107 RC holes at Angovia 2 was undertaken to better define mineralisation in advance of preparing a revised Mineral Resource estimate. This work generally confirmed previous drill results and work on updating the Mineral Resource estimate for Angovia 2 is underway.

Drilling of 42 RC holes at CMA East was the first test of targets generated from the 3D seismic survey over the area. Data from the seismics suggest a series of stacked structures in the hanging wall of the main CMA thrust with similar characteristics. The drilling was designed to test the extrapolated near-surface extensions of these structures that might present open pit mining opportunities. An additional 22 RC holes and one diamond hole were drilled at Kongonza where the CMA structure extends SE of the pit area in an area of extensive previous artisanal activity. Results for both these programs were pending at year end.

Drilling at Sayikro followed on from drilling last year, investigating strong gold-in-auger anomalies that subsequently attracted intense artisanal mining activity. A further 25 RC holes and one diamond hole were drilled, returning mixed results. The strongest mineralisation appears to lie on the projected southwesterly extension of the CMA-SW structure, possibly where it converges with similar Y structures trending down from the Yaouré pit area. This concept will be followed up with further drilling in the coming year.

Scout AC drilling was conducted at both the Allekran and Degbezere prospects to follow up gold-in-auger anomalism, with 264 and 414 holes drilled at each prospect respectively. Results were mixed in both cases. At Allekran, gold intercepts appear to define a series of north-trending structures hosted by mafic volcanics close to their contact with a granodiorite intrusive. Closer spaced drilling is required to demonstrate the strike continuity of these structures. Similarly, at Degbezere the AC drilling returned scattered results that may reflect generally northeasttrending mineralisation associated with the Degbezere Shear Zone, but infill drilling is required to validate this interpretation.

Yaouré, Côte d'Ivoire (continued)

Results were received from drilling conducted last year on the northern extensions of the CMA structure where it is interpreted to split into eastern and western splays developed along the Volcaniclastic Basin boundary. Weak mineralisation was intersected on both the volcaniclastic contact and on structures within the volcaniclastics. Further work is required to determine whether these structures may host stronger mineralisation along strike to the NW or at depth.

Auger drilling was undertaken at the Degbezere NE prospect, approximately 30 kilometres west of the Yaouré pit, with over 1,662 metres completed. The augering targeted the northern end of the Degbezere Shear Zone where lateritised transported cover has inhibited bedrock geochemical responses in soils. Assays from this ongoing program remain pending.

In addition to the drilling activities, the complete Yaouré tenement package was covered by a 4,707 line-kilometre FTGG survey (with accompanying magnetics), flown on a 100-metre line spacing. Data from this survey will be integrated with data from previously acquired VTEM, aeromagnetic, radiometric, and seismic surveys to provide a detailed lithostructural picture of the Yaouré district and the potential controls on mineralisation.

Yaouré, Côte d'Ivoire (continued)

YAOURÉ GOLD MINE MINERAL RESOURCE ESTIMATE

Other than mining depletion as at 30 June 2021, the CMA open pit and underground Mineral Resource and the Yaouré open pit Mineral Resource estimates for the Yaouré Gold Mine are unchanged from those reported at 30 June 2019 and readers are referred to ASX release "Perseus Updates Mineral Resource and Ore Reserve Estimates" dated 28 August 2019 and the notes thereto.

Open pit Mineral Resources have been added at the Angovia 2 and Govisou deposits and these are collectively referred to as the Near-Mine Satellite deposits. Readers are referred to the ASX release "Perseus Mining Updates Mineral Resource and Reserve Estimates" dated 24 August 2021 and the notes contained therein.

The global Measured and Indicated Mineral Resource estimate for Yaouré is estimated as 51.3 Mt grading 1.34 g/t gold containing 2,210 k ounces of gold at a cut-off grade of 0.4g/t. A further 47 Mt of material grading at 1.1 g/t gold and containing a further 1,730 k ounces of gold is classified as Inferred Resources. Table 14 reports the Measured and Indicated Mineral Resources by category, deposit and type and Table 15 reports the Inferred Resources on the same basis.

Table 14: Yaouré Indicated & Inferred Mineral Resources – 30 June 20217,8,9

	Measured Resources			Indicated Resources			Measured & Indicated Resources
Deposit	Deposit Type	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz
CMA 1, 2, 3, 5	Open Pit	-	-	-	26.6	1.80	1,536	26.6	1.80	1,536
Yaouré 1, 2, 3, 5	Open Pit	-	-	-	18.8	0.80	483	18.8	0.80	483
Satellite deposits 4, 5	Open Pit	-	-	-	5.1	1.03	168	5.1	1.03	168
Sub-total	Open Pit	-	-	-	50.5	1.35	2,188	50.5	1.35	2,188
Heap Leach 2, 6	Stockpile	-	-	-	0.4	0.61	8	0.4	0.61	8
Stockpiles	Stockpile	0.5	0.95	14	-	-	-	0.5	0.95	14
TOTAL		0.5	0.95	14	50.9	1.34	2,196	51.3	1.34	2,210

Notes

Based on June 2019 Mineral Resource estimate.
Depleted for previous mining and to 30 June 2021 mining surface.
0.4g/t gold cut-off applied to in situ open pit material. 4. Based on Angovia 2 April 2021 and Govisou May 2021 Mineral Resource models
In situ open pit resources constrained to US\$1,800/oz pit shells
Heap leach resources are stated at 0g/t gold cut-off; only heap components with average grade above 0.4g/t included.
Mineral Resources current at 30 June 2021.
Measured and Indicated Mineral Resources are inclusive of Ore Reserves. 9. Rounding of numbers to appropriate precisions has resulted in apparent inconsistencies.

Table 15: Yaouré Gold Mine Inferred Mineral Resources – 30 June 20217, 8

		Inferred Resources
Deposit	Deposit Type	Quantity Mt	Grade g/t gold	Gold '000oz
CMA 1, 2, 3, 5	Open Pit	11	1.1	400
Yaouré 1, 2, 3, 5	Open Pit	33	0.9	900
Satellite deposits 4, 5	Open Pit	1	0.9	40
CMA 6	U/ground	1.8	6.1	350
Total		47	1.1	1,730

Notes

Based on June 2019 Mineral Resource estimate.
Depleted for previous mining and to 30 June 2021 mining surface.
0.4g/t gold cut-off applied to in situ open pit material.
Based on Angovia 2 April 20201 and Govisou May 2021 Mineral Resource models 5. In situ open pit resources constrained to US\$1,800/oz pit shells
May 2018 Mineral Resource estimate, CMA Footwall Lode 1 only, below US\$1,800 pit shell and base of weathering, above 2g/t block grade cut-off.
Mineral Resources current at 30 June 2021.
Rounding of numbers to appropriate precisions has resulted in apparent inconsistencies.

Yaouré, Côte d'Ivoire (continued)

YAOURÉ GOLD MINE ORE RESERVE ESTIMATE

The open pit Ore Reserves estimates for the CMA and Yaouré deposits are unchanged from those reported at 30 June 2019 other than mining depletion to 30 June 2021. Readers are referred to ASX release "Perseus Updates Mineral Resource and Ore Reserve Estimates" dated 28 August 2019 and the notes contained therein.

Open pit Ore Reserves have been added at the Angovia 2, Govisou, Y2N and Y3 deposits and these are collectively referred to as the Near-Mine Satellite deposits and readers are referred to the ASX release "Perseus Mining Updates Mineral Resource and Reserve Estimates" dated 24 August 2021 and the notes contained therein. Note that Y2N and Y3 have been added to the Ore Reserve following completion of grade control drilling.

The Proved and Probable Ore Reserves for Yaouré are estimated as 29.6 Mt, grading 1.71 g/t gold and containing 1,632 k ounces of gold. Details of the estimate are shown in Table 16.

Table 16: Yaouré Ore Reserves – 30 June 2021 5,7

		Proved Reserves			Probable Reserves			Proved & Probable Reserves
Deposit	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz	Strip Ratio
CMA2,4	-	-	-	19.9	2.04	1,305	19.9	2.04	1,305	5.3
Yaouré1,2,4	-	-	-	4.9	1.03	162	4.9	1.03	162	3.1
Near-Mine Satellite2,3,4,8	-	-	-	4.4	1.06	151	4.4	1.06	151	2.8
Subtotal	-	-	-	29.2	1.72	1,618	29.2	1.72	1,618	4.5
Stockpile6	0.5	0.95	14	-	-	-	0.3	1.01	11	-
TOTAL	0.5	0.95	14	29.2	1.72	1,618	29.6	1.71	1,632	4.5

Notes

Based on depletion to 30 June 2021 mining surfaces.
Based on Mineral Resource estimates which were current at 30 June 2021.
Based on June 2021 Ore Reserve estimation.
Variable gold grade cut-off for each material type, ranging from 0.40 g/t to 0.70 g/t. 5. Inferred Mineral Resource is considered as waste, t : t.
Based on EOM June 2021 stockpile balance report.
Rounding of numbers to appropriate precisions may have resulted in apparent inconsistencies.
Combined several small near-mine pits, namely Y2N, Y3, Angovia 2 and Govisou.

The Proved and Probable Ore Reserves for Yaouré are estimated as 29.6 Mt, grading 1.71 g/t gold and containing 1,632k ounces of gold.

Other exploration permits, Côte d'Ivoire

Exploration on the early-stage, 400 square kilometre Minignan exploration permit, located in north-western Côte d'Ivoire, comprised 3,020 metres drilled in 434 auger holes to follow up a 7-kilometre-long gold-in-soil anomaly identified along the regionally prospective Bafing Shear Zone. Assays from this work remain pending.

Exploration conducted by our joint venture partners Manas Resources Limited (subsequently renamed Turaco Gold) and Mako Gold Limited respectively on our Mbengué and Napié properties continued, with major programs of geophysics, auger geochemistry and drilling.

Prior to year-end, a transaction was entered into involving Perseus swapping its joint venture interest in the Napié exploration licence area for a direct equity investment amounting to approximately 5% of the issued capital of Mako Gold Limited. Completion of this transaction is subject to conditions precedent – refer Mako Gold Limited's ASX announcement dated 29 June 2021– with completion expected in the December quarter.

GROUP ORE RESERVES AND MINERAL RESOURCES

All open pit Mineral Resource estimates are constrained using pit shells generated at US\$1,800/oz. Where applicable, Mineral Resources are depleted to 30 June 2021 mining surfaces. The consolidated Group Mineral Resources are shown in Table 17.

Table 17 Group Mineral Resources1,2

	Measured Resources			Indicated Resources			Measured & Indicated Resources
Deposit	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz
Edikan Gold Mine	24.8	1.01	803	46.1	1.03	1,522	5.6	1.6	300
Sissingué Gold Mine	6.2	1.52	300	1.6	2.02	107	0.2	1.8	13
Yaouré Gold Mine	0.5	0.95	14	50.9	1.34	2,196	47	1.1	1,730
Total	31.4	1.11	1,118	98.6	1.21	3,825	53.3	1.2	2,040

Notes:

Notes to individual tables of resources apply in respect of each project.
Measured and Indicated Mineral Resources are inclusive of Ore Reserves.

All Ore Reserves are based on Life of Mine Plans that were current at the time of reporting and are quoted from face positions as at 30th June 2021. The consolidated Group Ore Reserves are shown in Table 18.

Table 18: Group Ore Reserves 1,2,3

	Proved Reserves				Probable Reserves			Proved & Probable Reserves
Deposit	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz	Quantity Mt	Grade g/t gold	Gold '000oz
Edikan Gold Mine	14.1	1.06	480	22.3	1.17	837	36.4	1.13	1,318
Sissingué Gold Mine	4.9	1.61	254	0.9	2.32	70	5.9	1.72	324
Yaouré Gold Project	0.5	0.95	14	29.2	1.72	1,618	29.6	1.71	1,632
Total	19.4	1.20	749	52.5	1.50	2,525	71.9	1.42	3,274

Notes:

Notes to individual tables of Ore Reserves apply in respect of each project.
The Company holds 90% of Edikan Gold Mine, 86% of Sissingué Gold Mine and 90% of Yaouré Gold Mine after allowing for Government equity.
Rounding of numbers to appropriate precisions may have resulted in apparent inconsistencies.

GOVERNANCE AND INTERNAL CONTROLS FOR RESERVE AND RESOURCE ESTIMATES

Perseus's Mineral Resource and Ore Reserve estimates are prepared by suitably qualified external consultants and Perseus personnel using industry standard techniques in accordance with the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (the JORC Code) and the National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"). The estimates are subject to internal controls and sign off processes both at a site and corporate level and reviewed by the Technical Committee of the board. Perseus's internal systems and controls are reviewed on a regular basis and improvements are implemented as deemed appropriate.

FINANCIAL REPORT

DIRECTORS' REPORT	32
REMUNERATION REPORT	39
AUDITOR'S INDEPENDENCE DECLARATION	55
FINANCIAL STATEMENTS	56
DIRECTORS' DECLARATION	94
INDEPENDENT AUDITOR'S REPORT	95
ADDITIONAL SHAREHOLDER INFORMATION	103

DIRECTORS' REPORT

The Directors present their report on the consolidated entity (referred to hereafter as the 'Group') consisting of Perseus Mining Limited ('Perseus' or the 'Company') and its controlled entities for the year ended 30 June 2021 (the 'year'). Perseus is a company limited by shares that is incorporated and domiciled in Australia. Unless noted otherwise, all amounts stated are expressed in Australian dollars.

DIRECTORS

The following persons were directors of Perseus during the year and up to the date of this report:

Mr Terence Sean Harvey	Non-Executive Chairman
Mr Jeffrey Allan Quartermaine	Managing Director and Chief Executive Officer
Ms Amber Jemma Banfield (appointed 12 May 2021)	Non-Executive Director
Ms Elissa Sarah Brown (appointed 26 November 2020)	Non-Executive Director
Mr Daniel Richard Lougher	Non-Executive Director
Mr John Francis Gerald McGloin	Non-Executive Director
Mr David Meldrum Ransom	Non-Executive Director
Ms Sally-Anne Georgina Layman	Resigned as a Non-Executive Director effective 30 September 2020.

FINANCIAL RESULTS

The Group recorded a net profit after tax of \$139.4 million for the year, compared to a net profit after tax of \$94.4 million in the previous financial year. This \$45.0 million improvement in performance is predominantly due to the following:

An increase in revenue resulting from higher gold prices combined with higher gold production arising from increased production at Sissingué and gold produced at the newly commissioned Yaouré Gold Mine, offset by lower gold production from Edikan.
Depreciation and amortisation expense of \$103.6 million, representing a decrease of 22% during the year predominately due to 32% less ore mined at Edikan and 14.5% less ore mined at Sissingué);
An income tax expense of \$23.7 million compared to a \$32.2 million expense in the prior year due to lower profits at Edikan; and
A write-down and impairment expense of \$6.8 million compared with \$4.5 million in the previous year, that related mainly to exploration expenditure written off on near-mine targets at both Sissingué and Edikan due to the non-discovery of commercially viable resources.

Cash, bullion and investments

Based on the spot gold price of US\$1,763 per ounce and a A\$:US\$ exchange rate of 0.7508 at 30 June 2021 (30 June 2020: 0.6891), the total value of cash and bullion on hand at the end of the quarter was \$208.1 million (30 June 2020: \$237.5 million), including cash of \$181.5 million (30 June 2020: \$218.2 million) and 11,347 ounces of bullion on hand (30 June 2020: 7,522 ounces), valued at \$26.7 million (30 June 2020: \$19.3 million).

Major movements in the Group's financial position included a total of \$79 million of interest and principal repayments on the revolving corporate cash advance facility, \$144.6 million to complete the construction of the Yaouré Gold Mine, offset by positive notional operating margins at the three mines of \$265 million.

Debt finance

During the previous year, the Group entered into and fully drew down a US\$150 million revolving corporate cash advance facility, provided by a consortium of three international banks comprising of Macquarie Bank Limited from Australia, Nedbank Limited (acting through its Nedbank Corporate and Investment Banking Division) from South Africa and Société Générale of France. During the year, US\$50 million of principal has been repaid and therefore the amount owing at 30 June 2021 is US\$100 million.

Financial Position

At 30 June 2021, the group had net assets of \$1,059.1 million (30 June 2020: \$875.5 million) and an excess of current assets over current liabilities of \$278.7 million (30 June 2020: \$252.9 million). The Group's net assets increased compared with the prior year predominately due to an increase in mineral interest acquisition and exploration expenditure due to the acquisition of Bagoé, a reduction in the revolving corporate cash advance facility liability mentioned above, and remaining capitalised expenditure at Yaouré and property plant and equipment due to the construction of Yaouré, with most other movements being working-capital in nature.

	30 June 2021 \$'000	30 June 2020 \$'000
Net profit after tax	139,378	94,423
Net (decrease)/increase in cash held 1	(28,541)	108,617
Net increase/(decrease) in bullion held 2	7,346	(23,576)
Total assets	1,409,598	1,295,715
Shareholders' equity	1,059,099	875,552

Notes:

1. Net increase in cash held is before the effects of exchange rate fluctuations on the balances of cash held in foreign currencies
1. Based on the 30 June 2021 gold price of US\$1,763/oz (30 June 2020: US\$1,768/oz) and an A\$:US\$ exchange rate of 0.7508 as at 30 June 2021

(30 June 2020: 0.6891), 11,347 ounces of bullion on hand (30 June 2020: 7,522 ounces), valued at \$26.7 million (30 June 2020: \$19.3 million)

Dividends

No dividends were paid during the year. On 25 August 2021, the Board of Directors approved the implementation of a dividend policy and announced a maiden distribution by way of a shareholder approved capital reduction of A\$0.015 per share. This distribution is subject to shareholder approval.

Equity capital raising

During the year, there were no equity capital raising activities.

Outlook for December 2021 Half Year

		Production and Cost Guidance
Parameter	Units	December 2021 Half Year	Calendar Year 2021
Group Gold Production	Ounces	225,000 - 255,000	416,247 - 446,247
Average All-In Site Costs	\$US per ounce	925 - 1,025	975 - 1,035

External factors affecting the Group results

COMMODITY PRICES

The Group's operating revenues are sourced from the sale of gold and silver that is priced by external markets making it susceptible to adverse price movements.

Of the 164,381 ounces of gold that were sold at Edikan during the year at an average delivered price of US\$1,607/oz, 70,208 ounces were delivered under forward sales contracts at a weighted average price of US\$1,417/oz while the balance of the gold sales were made at prevailing spot prices or under short-term spot deferred contracts.

Of the 102,653 ounces of gold that were sold at Sissingué during the year at an average delivered price of US\$1,682/oz, 30,884 ounces were delivered under forward sales contracts at a weighted average price of US\$1,419/oz while the balance of the gold sales were made at prevailing spot prices or under short-term spot deferred contracts.

Of the 54,182 ounces of gold that were sold at Yaouré during the year at an average delivered price of US\$1,692/oz, 14,360 ounces were delivered under forward sales contracts at a weighted average price of US\$1,542/oz while the balance of the gold sales were made at prevailing spot prices or under short-term spot deferred contracts.

At 30 June 2021 Perseus held forward sales contracts for 210,313 ounces of gold at a weighted average sales price of US\$1,564/oz. These hedges are designated for delivery progressively over the period up to 30 September 2022. Perseus also held spot deferred sales contracts for a further 90,441 ounces of gold at a weighted average price of US\$1,668/oz. Combining both sets of sales contracts, Perseus's total hedged position at the end of the year was 300,754 ounces at a weighted average sales price of US\$1,595/oz, representing 19% of production for the next three years.

On the last day of the financial year, the London PM fix for gold was US\$1,763/oz, very similar to the previous year's closing value at 30 June 2020 of US\$1,768/oz. However, the average of the prices for the 2021 financial year was much higher, at US\$1,849, compared with the FY2020 average of US\$1,560. The risk posed to Perseus's business by possible downward movements in the gold price has, to a certain extent, been mitigated by hedging of a part of its gold production, as outlined above. Perseus has no reason to believe that the gold market fundamentals will not remain consistent with the current position over the short to medium term.

EXPOSURE TO ECONOMIC, ENVIRONMENTAL AND SOCIAL SUSTAINABILITY RISKS

The Group has material exposure to economic, environmental and social sustainability risks, including changes in community expectations, and environmental, social and governance legislation (including, for example, those matters related to climate change). The group employs suitably qualified personnel to assist with the management of its exposure to these risks. These risks are discussed in more detail in the group's Sustainability Report as well as the Corporate Governance Statement which can be found on the group's website.

COVID-19

The COVID-19 pandemic represents a risk for Perseus at its West African mines and this is expected to continue into the foreseeable future.

During FY21, there was 51 cases of COVID-19 infection across our operations – 5 at Yaouré, 10 at Sissingué and 36 at Edikan. The introduction of COVID to our operations have arisen both from our local communities (where the majority of our employees and contractors live) and from international travellers (our fly-in-fly-out expatriates).

The risk of COVID introduction and spread at our operations and the associated business continuity and instability is being managed in line with our risk management system. We have established an enterprise-wide COVID control framework, and COVID management plans at each operation. These focus on the objectives of keeping our people safe and well, maintaining safe and stable operations and supporting our host governments and local communities.

Each operation's COVID management plan documents the design and implementation of their controls for their specific context.

Our controls at each operation are adapted as the threat level of COVID increases, decreases or changes. To monitor the threat level we routinely conduct:

Situational monitoring: Monitoring regional and global pandemic data and information
Workforce testing
Community and government engagement
Assessment of the level of operational disruption.

Controls to prevent COVID introduction and spread to our operations include:

Travel policy and site access restrictions
Surveillance, screening and testing
Personal, workplace hygiene and PPE
Contact tracing and case management
Maximising baseline worker health
Vaccination
Community and government support.

Controls to mitigate the risks associated with COVID cases at our operations include:

Business continuity planning
Personal, workplace hygiene and PPE
Contact tracing and case management
External and internal stakeholder engagement
Community and government support.

Development, implementation and updating of our COVID management plans are guided by our on-site international medical experts/doctors (Medicis in Côte d'Ivoire, ISOS/WARA in Ghana, and Occumed in Australia), advice from the World Health Organisation, and national and local information and guidelines/requirements, including engagement with governments and local authorities.

To date COVID has not materially impacted our operations and business continuity. While we remain confident that the measures that we have put in place will enable Perseus to remain fully operational, the potential unchecked spread of COVID-19, and the introduction of new variants such as the Delta strain in West African countries, remains a risk to the Group in coming months. Given the potential for changes to Perseus's operating environment due to COVID-19, it is challenging to forecast future gold production or costs with full confidence. Every effort is being applied to maintaining "business as usual" and achieving internal production and cost targets, but success cannot be guaranteed.

OTHER EXTERNAL FACTORS AND RISKS

Operational factors including uncertain mine grades, mill performance and experience of workforce;
o Contained metal (tonnes and grade) are estimated annually and published in resource and reserves statements, however actual production in terms of tonnes and grade often varies as ore bodies can be complex or inconsistent.
Exploration success or otherwise;
o The reserves and resource base depletes as a result of mining, resulting in the ability to find or replace reserves/resources presenting a significant business risk;
Operating costs including supply chain, labour markets and productivity;
o Supply chain issues can materially impact the productivity of an operation especially as a result of the location of the Group's operations.
o Labour is one of the main cost drivers in the business and as such can materially impact the productivity and profitability of an operation.
Changes in government and/or legislation;
o Rise in nationalist sentiment presents an operational risk to the Group.
o Fiscal policy changes can materially impact the profitability of the Group.

Significant changes in state of affairs

There were no significant changes in the state of affairs of the Group during the year not otherwise disclosed in this report or the consolidated financial statements.

Matters subsequent to the end of the financial year

Subsequent to the end of the year, the following event occurred:

• On 1 July 2021, 260,580 performance rights that had previously been issued to employees vested under the terms of the Perseus Performance Rights Plan, of which 187,700 were subsequently exercised.

Likely developments

The likely developments in the operations of the Group and the expected results of those operations in the coming financial year are as follows:

The completion of work on licencing the development of the Bagoé deposits and continued production of gold from Sissingué in accordance with guidance;
Continued production of gold from Yaouré in accordance with guidance;
Continued production of gold at Edikan in accordance with guidance; and
Ongoing mineral exploration in close proximity to existing infrastructure at each of Yaouré, Edikan and Sissingué and where applicable conversion of discoveries to Mineral Resources and Ore Reserves through appropriate drillout campaigns.

Further commentary on planned activities over the forthcoming year is provided in the section of this report headed 'Review of Operations'.

Environmental regulations

Located in Ghana and Côte d'Ivoire, the Group's mining and processing operations, and its exploration and development projects are not subject to any significant Australian environmental laws. They are, however, subject to environmental laws, regulations and permit conditions that apply in the relevant jurisdictions. There have been no known material breaches of environmental laws or permit conditions by the Group while conducting operations in these jurisdictions during the year.

Rounding of amounts

The amounts contained in the financial report have been rounded to the nearest \$1,000 (where rounding is applicable) where noted (\$'000) under the option available to the Group under ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191. This legislative instrument applies to the Group.

INFORMATION ON DIRECTORS

The names, qualifications, experience and special responsibilities of the directors in office during or since the end of the financial year are as follows. Directors were in office for the entire financial year unless otherwise stated.

Terence Sean Harvey BA MA LL.B MBA Non-executive Chairman

(Appointed 2 September 2009 and Non-executive chairman effective 1 April 2017)

Mr. Sean Harvey has extensive experience in investment banking and the resources sector and brings valuable experience in capital markets to the board to assist the company as it seeks to broaden global market awareness of its growth into a mid-tier West African gold producer. Sean 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 he is a member of the Law Society of Upper Canada. Sean is a member of the Company's Audit and Risk Committee, Remuneration Committee and Nomination Committee.

During the past three years he has also served as a director of the following listed companies.

Other current directorships:

Victoria Gold Corporation appointed 31 July 2007

Serabi Gold plc appointed 30 March 2011

Former directorships in the last 3 years:

Abacus Mining & Exploration Corporation appointed 1 April 2016 and resigned 31 January 2019

Carube Copper Corp appointed 24 May 2018 and resigned 2 March 2019

Sarama Resources Ltd appointed 2 November 2011 and resigned 24 June 2020 Jeffrey Allan Quartermaine BE (Civil), MBA, FCPA Managing Director and Chief Executive Officer

(Appointed 1 February 2013)

The Managing Director and Chief Executive Officer, Mr. Jeffrey Quartermaine, was appointed on 1 February 2013 after previously serving as the group's Chief Financial Officer from 2010 to 2013. Jeff has more than 30 years of experience in senior financial and strategic management roles with ASX and TSX-listed resources companies. He is a Fellow of the Society of Certified Practising Accountant (FCPA) and holds both business management (MBA) and engineering qualifications (BE). Jeff has extensive experience as chief financial officer and chief operating officer of a number of Australian public companies. During the past three years he has not served as a director of any other listed companies. Jeff is a member of the Company's Nomination Committee.

Amber Jemma Banfield BE (Environmental & Civil), MBA Non-executive Director

(Appointed 12 May 2021)

Ms Amber Banfield holds a Bachelor of Engineering (Environmental and Civil) degree and a Master of Business Administration, both awarded by the University of Western Australia. Amber held management positions with Worley for 20 years, contributing to the Australian company growing into the world's largest energy and resources engineering services provider with 48,000 employees across 49 countries globally. Amber's most recent roles included Global Strategy Manager and Global M&A Manager where amongst other things, she was responsible for developing and implementing a companywide Energy Transition strategy to grow decarbonising businesses including hydrogen and renewables. During the past three years she has not served as a director of any other listed companies. Amber is the Chair of the Board's Audit and Risk Committee and has assumed specific responsibility for oversight of the Company's Sustainability ('ESG') function.

INFORMATION ON DIRECTORS (CONTINUED)

Elissa Sarah Brown CA, BComm., MSc. Non-executive Director

(Appointed 26 November 2020)

Ms Elissa Brown is a Chartered Accountant with a Bachelor of Commerce from Curtin University and over 19 years of experience in a range of financial roles with Australian and International companies. With over 15 years experience in the resources sector, Elissa has held roles with various companies involved with gold, base metals and oil & gas in Australia and internationally. She was the Company's Financial Controller from 2010 until 2013 and the Company's Chief Financial Officer from 2013 until 31 October 2020. During the past three years she has not served as a director of any other listed companies. Elissa serves on the Company's Audit and Risk Committee and Remuneration Committee.

John Francis Gerald McGloin BSc., MSc. Non-executive Director

(Appointed 19 April 2016)

Mr. John McGloin is a geologist and graduate of Camborne School of Mines. He has worked for many years in Africa within the mining industry before moving into consultancy and subsequently into investment banking. John joined Collins Stewart following four years at Arbuthnot Banking Group where he led the mining team. Prior to that John was the mining analyst at Evolution Securities. Over the years, John has acted for many mining companies including African Platinum, Randgold Resources, Avocet Mining, European Goldfields and Titanium Resources Group. John served as Executive Chairman of Amara Mining plc from 28 May 2012 to 18 April 2016 and as Chief Executive Officer of Amara from 7 August 2014 to 18 April 2016. John is the chair of the Company's Remuneration Committee and is a member of the Technical Committee. During the past three years he has also served as a director of the following listed companies.

Other current directorships:

Caledonia Mining Plc appointed 26 July 2016

Oriole Resources Plc appointed 3 September 2018

Cornish Metals Inc appointed 27 October 2020

Former directorships in the last 3 years: None

David Meldrum Ransom BSc. Geology (Hons), PhD (Structural Geology) Non-executive Director

(Appointed 29 November 2019)

Mr David Ransom has directly managed exploration programmes for a range of Companies in Australia and in Canada and served as a highly regarded independent consultant to the global mining industry for many years. More recently, David has performed the role of Resource Analyst/Portfolio Manager with responsibility for the Materials and Energy portfolio at the highly successful microcap investment fund, Acorn Capital Limited.

David has stepped away from his executive position at Acorn, providing time to resume an active role in the industry. Apart from his academic knowledge and global industry experience, David has previously served as a director of a number of ASX and TSX companies during the course of his career. David serves on the Company's Technical Committee.

Other current directorships:

Investigator Resources Ltd appointed 23 January 2016 and resigned 14 July 2020

Former directorships in the last 3 years: None.

Daniel Richard Lougher BSc., GradDipEng., MSc. (Eng.) Non-executive Director

(Appointed 6 May 2019)

Mr Dan Lougher's career spans more than 35 years involving a range of exploration, feasibility, development, operations, and corporate roles with Australian and international mining companies including a period of eighteen years spent in Africa with BHP Billiton, Impala Plats, Anglo American and Genmin. He is also the Managing Director and Chief Executive Officer of the successful Australian nickel miner, Western Areas Ltd. Dan also holds a First Class Mine Manager's Certificate of Competency (WA) and is a Member of the Australasian Institute of Mining and Metallurgy. Dan is the Chair of the Company's Technical Committee and Nomination Committee.

Other current directorships:

Western Areas Ltd appointed 19 May 2008

Former directorships in the last 3 years: None

INFORMATION ON DIRECTORS (CONTINUED)

Company Secretary: Martijn Paul Bosboom LL.B, LL.M, FGIA, FCIS, MAICD

(Appointed 18 November 2013)

Mr. Martijn Bosboom is also the Company's general counsel and has more than 25 years of international in-house and private practice experience in both common law and civil law jurisdictions. Mr. Bosboom holds a Bachelor of Laws from the University of Western Australia and a Master of Laws from the University of Leiden, the Netherlands. Martijn is a fellow of the Governance Institute of Australia ('GIA') and has completed the GIA's Graduate Diploma of Applied Corporate Governance.

Sally-Anne Georgina Layman BCom., BEng. Non-executive Director

(Appointed 13 September 2017, resigned 30 September 2020)

Ms Sally-Anne Layman is a mining engineer and qualified accountant with over 22 years of experience in the resources sector including roles in both mining operations and corporate finance. Sally-Anne gained significant international and multi-commodity experience in these roles. Most recently, Sally-Anne was a Division Director of Macquarie Group Ltd and Joint Head of the Perth office for the Metals, Mining and Agriculture Division. During the past three years she has also served as a director of the following listed companies.

Other current directorships:

Imdex Ltd appointed 6 February 2017

Pilbara Minerals Ltd appointed 20 April 2018

Beach Energy Ltd appointed 25 February 2019

Former directorships in the last 3 years: Gascoyne Resources Ltd

appointed 7 June 2017 and resigned 31 May 2019

Directors' Meetings

The number of meetings of the directors and the number of meetings attended by each director during the year ended 30 June 2021 were:

		Full meetings of Directors	Audit Committee meetings		Remuneration Committee meetings		Technical Committee meetings		Nominations Committee meetings
	A	B	A	B	A	B	A	B	A	B
T. S. Harvey	6	6	4	4	3	3	-	-	3	3
J. A. Quartermaine	6	6	-	-	-	-	-	-	3	3
A.J. Banfield1	2	2	1	1	-	-	-	-	-	-
E.S. Brown1	4	4	3	3	2	2	3	3	-	-
J. F. McGloin	6	6	3	3	3	3	-	-	-	-
S.G. Layman	1	1	1	1	2	2	-	-	-	-
D.R. Lougher	6	6	-	-	-	-	3	3	3	3
D.M. Ransom	6	6	-	-	-	-	3	3	-	-

Notes:

E.S. Brown commenced as a director 27 November 2020. A.J. Banfield commenced as a director 12 May 2021.

A Number of meetings attended

B Number of meetings held during the time the director held office or was a member of the relevant committee during the year.

Directors' Interests

The following relevant interests in shares and performance rights of the company were held directly and beneficially by the directors as at the date of this report.

	Name	Fully paid ordinary shares	Performance rights
Non-executive Directors	T. S. Harvey	1,300,000	-
	A.J. Banfield	-	-
	E.S. Brown	523,016	-
	J. F. McGloin	641,400	-
	S. G. Layman	210,000	-
	D.R. Lougher	8,000	-
	D.M Ransom	77,973	-
Executive Directors	J. A. Quartermaine	2,065,448	2,312,793

REMUNERATION REPORT (AUDITED)

This report outlines the remuneration arrangements in place for Perseus's non-executive directors, executive directors, and other key management personnel ('KMP') for the financial year ended 30 June 2021 in accordance with the Corporations Act 2001 (Cth) (the 'Act') and its regulations. This information has been audited as required by section 308(3C) of the Act.

The remuneration report has been set out under the following main headings:

1. Principles used to determine the nature and amount of remuneration

REMUNERATION COMMITTEE

The remuneration committee (the 'committee') assists the board to fulfill its responsibilities to shareholders and other stakeholders by ensuring the group has remuneration policies for fairly and competitively rewarding executives with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality board and executive management team. The committee's decisions on reward structures are based on the state of the market for experienced resources industry executives, remuneration packages for executives and employees performing comparative roles in other companies in the resources industry and the size and complexity of the group. The committee comprises three non-executive directors, the majority of whom shall be independent.

The committee is primarily responsible for making recommendations to the board on:

non-executive directors' fees;
executive remuneration (directors and other executives); and
the over-arching executive remuneration framework and incentive plan policies.

For further information on the remuneration committee's role, responsibilities, and membership the reader is referred to the committee's charter which is available on www.perseusmining.com.

Use of remuneration advisors

Independent remuneration consultants are engaged by the committee from time to time to ensure the group'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 previous financial years were based on recommendations made by an independent remuneration consultant, PJ Kinder Consulting. During the financial year ended 30 June 2019, advice was sought from BDO to benchmark executive remuneration with Perseus's peers, both for the fixed salary components as well as incentive schemes. Instructions and scope of terms for the engagement of BDO were issued by the Board. In addition to providing executive remuneration recommendations, BDO also provided advice on general job classification and associated pay scales for the group during the financial year ended 30 June 2019. During the year ended 30 June 2020, BDO performed a review of the group's remuneration framework.

The board was satisfied that the remuneration recommendations made by BDO were made free from undue influence by the member or members of the key management personnel to whom the recommendations relate. The board's reasons for stating so are:

i) that the instructions and terms were issued and set by the committee;
ii) BDO discussed its findings and recommendations directly with the committee;
iii) BDO's fees were at rates commensurate with such professional services; and
iv) the committee had satisfied itself that BDO is a qualified and well-credentialed firm for the purposes of such professional advice and is independent from Perseus.

1. Principles used to determine the nature and amount of remuneration (continued)

Policy on directors' and other senior executives' remuneration

Based on BDO's recommendations, adjustments were made to executive remuneration from 1 July 2019:

i) although fixed salaries of the executive were found to be largely in line with Perseus's peers, some adjustments were made for some individuals; and
ii) executive short-term incentives ('STI') and long-term incentives ('LT') were found to be below Perseus's peers. STI and LTI were increased as a percentage of fixed remuneration and part of any STI award were converted to performance rights with a vesting period of 12 months rather than paid in cash.

Perseus's non-executive director remuneration policy aims to reward the directors fairly and responsibly with regards to the demands which are made on, and the responsibilities of, the directors. It seeks to set aggregate remuneration of non-executive directors at a level which provides Perseus with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

With the assistance of external remuneration consultants from time to time, the committee reviews fees paid to non-executive directors on an annual basis and makes recommendations to the board. The committee considers fees paid to non-executive directors of comparable companies when undertaking the annual salary review process. Any equity components of non-executive directors' remuneration, including the issue of performance rights, are required to be approved by shareholders prior to award.

Directors' fee limits

The aggregate amount of fees payable to non-executive directors is subject to periodic review and approval by shareholders. The maximum amount of directors' fees that is currently approved for payment to non-executive directors is \$900,000 per annum (excluding the value of approved share-based payments). The current limit of non-executive directors' fees was approved by shareholders at the 2016 Annual General Meeting.

Directors' fees framework

Non-executive directors' remuneration consists of a fee including statutory superannuation where the director is covered by Australian superannuation guarantee legislation. Board fees are not paid to executive directors as the time spent on board work and the responsibilities of board membership are considered in determining the remuneration package provided to executive directors as part of their normal employment conditions.

The remuneration of the non-executive directors for the year ended 30 June 2021 is detailed below.

Table 1 - Annual board and committee fees payable to non-executive directors

Position	Annual fees from 1 July 2020 to 30 June 2021 \$	Annual fees from 1 July 2021 \$
Base fees
Chair	170,000	170,000
Other non-executive directors	85,000	85,000
Additional fees
Audit committee – chair	17,000	17,000
Audit committee – member	8,500	8,500
Remuneration committee – chair	12,750	12,750
Remuneration committee - member	6,800	6,800
Technical committee – chair	14,785	14,785
Technical committee – member	7,650	7,650

Directors' retirement benefits

No retirement benefits are paid to non-executive directors other than the statutory superannuation contributions (if applicable) of 9.5% for the year ending 30 June 2021, required under Australian superannuation guarantee legislation.

REMUNERATION REPORT (AUDITED) (CONTINUED)

1. Principles used to determine the nature and amount of remuneration (continued)

Executive remuneration structure

Perseus aims to reward its managing director and other senior executives with a level of remuneration commensurate with their position and responsibilities within the group. In doing so, it aims to:

provide competitive rewards that attract, retain and motivate high calibre executives;
align executive rewards with the achievement of strategic objectives and performance of the group and the creation of value for shareholders;
ensure total remuneration is competitive and reasonable; and
comply with applicable legal requirements and appropriate standards of governance.

In consultation with external remuneration consultants, the group has developed an executive remuneration framework that is market competitive and is consistent with the reward strategy of the organisation.

The executive remuneration framework has two components, namely:

fixed salary package including base salary and benefits such as superannuation; and
variable remuneration (short-term and long-term incentives).

Fixed salary package

The fixed component of an executive's remuneration comprises base salary and retirement contributions. The size of the executive's salary package is based on the scope of each executive's role, the level of knowledge, skill and experience required to satisfactorily perform the role and the individual executive's performance in the role. The proportion of an executive's total fixed salary package that is paid as superannuation is at the executive's discretion, subject to compliance with relevant superannuation guarantee legislation.

The committee annually reviews each executive's performance and benchmarks the executive's salary package against appropriate market comparisons using information and advice provided by external consultants. There are no guarantees of salary increases included in any executive's employment contract.

Variable remuneration

The objective of providing a variable 'at risk' component within the managing director's and senior executives' total remuneration packages is to directly align a proportion of their remuneration to achievement of the group's financial and strategic objectives with the objective of creating shareholder wealth. The group has a remuneration framework which sets out the basis of short-term incentives ('STI') and long-term incentives ('LTI'), these are discussed further below.

Receipt of variable remuneration in any form is not guaranteed under any executive's employment contract.

The remuneration of the managing director and senior executives including both fixed and variable remuneration components for the year ended 30 June 2021 is detailed in table 2 of this report.

Short term incentives (STI)

The STI is the annual component of the 'at risk' reward opportunity, which takes the form of a cash bonus. The STI is reliant on the achievement of job related KPIs, both financial and non-financial, over a mix of group and individual targets. The objective of a STI is to align the performance of the individual to the short term operational and financial objectives of the group.

After the Board evaluates and approves the group's operating budget for the forthcoming financial year, a series of physical, financial and business sustainability targets are set. These are used to determine the KPIs of the CEO and other executives, their direct reports and so on down the organisation structure.

These performance measures are chosen to represent the key drivers of short-term success for the group with reference to the group's long-term strategy. STI payments for the year to 30 June 2021 were accrued as at 30 June 2021 as determined by the Board on recommendation of the Remuneration Committee with due regard to the performance of the group and the respective individuals throughout the financial year.

1. Principles used to determine the nature and amount of remuneration (continued)

2021 STI

For the year ended 30 June 2021, the CEO had a target STI opportunity of up to 70% of fixed remuneration, whilst other KMPs had a target STI opportunity of 40% or 55% of fixed remuneration dependent on job grade.

KPIs were determined in two discrete groups: Group KPIs and Personal KPIs. These KPIs and the weighting placed on each indicator for each individual differed depending on the role performed in the group, weightings for the CEO and other KMPs are shown below.

	Potential STI as a	Allocation factor
	percentage of fixed remuneration	Group KPIs	Personal KPIs
Managing Director and Chief Executive Officer	70%	100%	0%
Other KMPs	40% — 55%	80%	20%

Group KPIs included achievement of defined targets relative to budget relating to gold production, safety and weighted average all in site cost as well as targeted earnings per share, share price, achievement of defined external sustainability ratings and reserve growth.

Personal KPIs were tailored to the individual with regard to their role in the group and included physical, financial and social licence parameters where relevant to the performance of their specific function as well as qualitative assessment of effort applied, leadership, communications, risk management etc. on a personal level.

Performance was measured on the basis of achievement of targets, 30% at threshold up to 150% for exceeding stretch targets. Personal performance was ranked on a scale from 0 to 150%, with anything below 90% being unsatisfactory and above 130% being outstanding. Each individual had a performance review conducted to measure performance against set Personal KPIs. A score of below 90% excluded the individual from any STI award. A deferred component to the STI plan was introduced during the 2019/20 performance year, and therefore STI awarded for the year ending 30 June 2021 were paid at the ratio of 60% cash and 40% Performance Rights where the vesting criteria is 12 months' continued service

The Board then, on recommendation of the Remuneration Committee and, after consideration of performance against KPIs and recommendation from the CEO, determined the amount (if any) of the STI to be paid to each executive.

Achievement of group KPI against targets for the year ended 30 June 2021 was 68.6% out of a possible 80%.

STI payments were awarded after the conclusion of the assessment period and confirmation of financial results/individual performance for all eligible participants to the extent they reach specific targets that were set at the beginning of the financial year. The cash bonuses are inclusive of superannuation.

The STI for the financial year ended 30 June 2021 was accrued in June 2021 and paid in July 2021. These STI payments as a percentage of total remuneration in the financial year ended 30 June 2021 were as follows:

Director	STI Payments as at 30 June 2021
Mr. Quartermaine	16%
Mr. Bosboom	12%
Dr. Jones	12%
Ms. de Bruin	19%
Mr. Thompson	12%
Mr. Woodall	16%
Mr. Scully	12%

Long term incentives (LTI)

The LTI is the 'at risk' component that takes the form of an equity-based incentive designed to attract, motivate and retain high quality employees at the same time as aligning their interests with those of the group's shareholders. LTI awards are made under the Performance Rights Plan ('PRP') which was approved by shareholders in November 2020 and give eligible employees rights to acquire shares in Perseus subject to vesting conditions.

The company uses both total shareholder return ('TSR') and individual achievement of a personal KPI rating of 90% or more over the vesting period as the performance measure for the LTI. TSR was selected as the LTI performance measure as it links rewards

REMUNERATION REPORT (AUDITED) (CONTINUED)

1. Principles used to determine the nature and amount of remuneration (continued)

of the executives to the creation of long-term shareholder wealth. Furthermore, vesting only occurs if the group performs in the 50th percentile of its peer group or above, the greater the performance compared to the peer group the greater the reward to the executive. The LTI plan was revised for the year ended 30 June 2020, with the CEO having a target LTI opportunity of up to 100% of Total Fixed Remuneration ('TFR') with the executives set at 70% or 75% dependent on job grade.

The peer group is chosen for comparison, having considered the following factors: ASX listing; TSX listing; commodity focus; geographic focus; and business development stage. The Peer Group for performance rights are detailed below:

Peer Group for rights issued before 1 July 2020

Acacia Mining plc1
Golden Star Resources Ltd
Teranga Gold Corporation1
Endeavour Mining Corp
Resolute Mining Limited
Semafo Inc1
Roxgold Inc.1
Asanko Gold Inc.2
West African Resources Ltd
Hummingbird Resources Ltd
Cardinal Resources Ltd1

Notes:

1. These companies have subsequently delisted: Acacia Mining plc (18 Nov 2019); Semafo Inc (6 Jul 2020); Cardinal Resources Ltd (8 Feb 2021); Teranga Gold Corporation (10 Feb 2021); Roxgold Inc (2 Jul 2021)
1. Asanko Gold Inc. was renamed Galiano Gold Inc. from 4 May 2020.

Peer Group for rights issued from 1 July 2020

Centamin Plc
Golden Star Resources Ltd
Teranga Gold Corporation1
Endeavour Mining Corp
Resolute Mining Limited
IAMGold Corp
Roxgold Inc.1
DRDGold Ltd
West African Resources Ltd
These companies have subsequently delisted: Teranga Gold Corporation (10 Feb 2021); Roxgold Inc (2 Jul 2021)

The vesting and measurement period for the rights is three years from the commencement of the period. The vesting schedule is as follows:

Relative TSR over the vesting period	Proportion of performance rights vested
Below the 50th percentile	0%
At the 50th percentile	50%
Between the 50th and the 75th percentile	Pro-rata between 50% and 100%
Above the 75th percentile	100%

TSR performance and individual KPI performance are monitored on an annual basis. If the hurdles are not achieved during the performance period, the rights may lapse, and no re-testing of rights is permitted. Table 7 provides details of rights awarded and vested during the year and table 5 provides details of the value of rights awarded, exercised and lapsed during the year.

Where a participant ceases employment for any reason, any unvested rights will lapse and be forfeited, subject to the discretion of the board in the case of death, disability, retirement or redundancy. In the event of a change of control of the group all unvested rights automatically vest and are automatically exercised.

Notes:

2. Details of remuneration (including link to performance)

Details of the remuneration of the directors and the KMP of Perseus and the group are set out in table 2 below. KMP (as defined in AASB 124 Related Party Disclosures) of the group are those persons having authority and responsibility for planning, directing and controlling the major activities of Perseus and the group, directly or indirectly, including any director (whether executive or otherwise) of the parent company. During the year, the KMP of the group are the directors of Perseus (refer to pages 36 to 38 for details) plus the following senior executives.

Executives	Title
Ms. Lee-Anne de Bruin	Chief Financial Officer (from 1 November 2020)
Mr. Christopher Woodall	Chief Operating Officer
Mr. Martijn Bosboom	General Counsel and Company Secretary
Mr. Paul Thompson	Group General Manager – Business Growth1
Dr. Doug Jones	Group General Manager – Exploration and Geology1
Mr. Matthew Scully	Group General Manager – Project Development1
Ms. Elissa Brown	Chief Financial Officer (until 31 October 2020)

Notes:

An internal management reorganisation became effective 15 March 2021 and as a result, Mr Thompson was deemed a KMP from that date, while Dr. Jones and Mr Scully were no longer considered KMPs from that date. This report discloses the whole remuneration received by Mr Thompson for the year ending 30 June 2021, but does not include any amounts for comparative periods. This report discloses the whole remuneration received by Dr. Jones and Mr Scully for the year ending 30 June 2021, and, where comparative period figures are provided, the previous financial year.

COMPANY PERFORMANCE

The board issues performance rights to the executives of the group, as well as other employees with a certain level of influence over the group's performance. The performance measures that drive the vesting of these LTIs include Perseus's TSR relative to its peer group and the individual's performance over the relevant vesting period. Perseus's performance during the current and four previous years is set out below:

Year ended 30 June	2021	2020	2019	2018	2017
Net profit / (loss) after income tax (\$'000)	139,378	94,423	7,578	(24,906)	(83,122)
Basic earnings per share (cents)	9.57	8.08	0.66	(2.50)	(7.74)
Market capitalisation (\$'000)	1,790,030	1,530,153	682,957	444,975	299,633
Closing share price (\$)	1.46	1.31	0.59	0.43	0.29
Perseus's TSR – 1 year (%)	19.8	113.8	24.9	41.5	(42.1)
Perseus's TSR – 3 year rolling (%)	220.0	277.1	2.1	(2.3)	(14.7)
Previous median peer group TSR – 1 year (%)	(6.0)	12.7	(9.9)	15.7	0.2
Previous median peer group TSR – 3 year rolling (%)	11.6	44.1	(4.5)	80.4	43.1
Current median peer group TSR – 1 year (%)1	(9.5)	51.3	(9.8)	-	-
Current median peer group TSR – 3 year rolling (%)1	25.4	1.8	(10.5)		-

Notes:

Current peer group is applicable to performance rights issued from 1 July 2020 onwards. Further information on the current peer group is detailed on page 43.

As at 30 June 2021 Perseus sits above the 75th percentile of both the Previous Peer Group, and the current Peer Group. If the ranking remains unchanged at the end of the measurement period of each performance right tranche granted, then, subject to the board not exercising its discretion otherwise, performance rights would vest subject to the achievement of minimum individual employee KPI rating requirements.

REMUNERATION REPORT (AUDITED) (CONTINUED)

2. Details of remuneration (continued)

Table 2 - Directors' and executives' remuneration for the year ended 30 June 2021

			Short-term		Long-term	employment Post	Termination payments	Perfomance Rights Share-based payments —	Total	Performance Of which: related
		Salary & fees	Cash bonus	movement1 Annual leave	Long service movement1 leave	annuation2 Super
Non-executive Directors	Year	\$	\$	\$	\$	\$	\$	\$	\$	%
Sean Harvey	2021	185,300	-	-	-	-	-	-	185,300	-
	2020	185,300	-	-	-	-	-	-	185,300	-
Amber Banfield3	2021	12,898	-	-	-	1,225	-	-	14,123	-
	2020	-	-	-	-	-	-	-	-	-
Elissa Brown3	2021	54,687	-	-	-	5,195	-	-	59,882	-
	2020	-	-	-	-	-	-	-	-	-
Sally-Anne Layman4	2021	24,840	-	-	-	2,360	-	-	27,200	-
	2020	99,361	-	-	-	9,439	-	-	108,800	-
Daniel Lougher	2021	97,621	-	-	-	2,164	-	-	99,785	-
	2020	97,504	-	-	-	4,523	-	-	102,027	-
John McGloin	2021	113,900	-	-	-	-	-	-	113,900	-
	2020	113,900	-	-	-	-	-	-	113,900	-
David Ransom	2021	84,612	-	-	-	8,038	-	-	92,650	-
	2020	59,662	-	-	-	5,668	-	-	65,330	-
non-executive directors Sub-total —	2021	573,858	-	-	-	18,982	-	-	592,840	-
	2020	555,727	-	-	-	19,630	-	-	575,357	-
Notes:

The amounts disclosed in these two columns represent the movement in the associated annual leave and long service leave provision balances. The value may be negative when a director resigns or takes more leave than the entitlement accrued during the year.
Mr Harvey and Mr McGloin are resident overseas and therefore superannuation benefits are not paid to them.
Ms. Banfield (12 May 2021) and Ms. Brown (26 Nov 2020) were both appointed non-executive Directors during the year, although Ms. Brown served as Chief Financial Officer until 31 October 2020, a member of Key Management Personnel. 4. Ms. Layman resigned as a non-executive director effective 30 Sep 2020.

2. Details of remuneration (continued)

Table 2 - Directors' and executives' remuneration for the year ended 30 June 2021 (continued)

						Post	Termination	Share-based payments —		Performance Of which:
			Short-term		Long-term	employment	payments	Perfomance Rights2	Total	related
		Salary &	Cash	Annual leave	Long service leave	Super
		fees	bonus	movement1	movement1	annuation
Executive Directors	Year	\$	\$	\$	\$	\$	\$	\$	\$	%
Jeffrey Quartermaine	2021	718,869	266,860	45,679	23,598	21,694	-	585,981	1,662,681	51
	2020	716,067	306,296	58,056	88,741	24,496	-	566,442	1,760,098	50
Colin Carson3	2021	-	-	-	-	-	-	-	-	N/A
	2020	404,846	-	(197,441)	(113,525)	7,444	-	46,336	147,660	31
Sub-total — Executive Directors	2021	718,869	266,860	45,679	23,598	21,694	-	585,981	1,662,681	51
	2020	1,120,913	306,296	(139,385)	(24,784)	31,940	-	612,778	1,907,758	48
					Other Key Management Personnel
Lee-Anne de Bruin	2021	296,037	92,107	14,303	543	16,271	-	57,222	476,483	31
	2020	-	-	-	-	-	-	-	-	N/A
Christopher Woodall	2021	469,900	147,809	25,242	11,840	8,842	-	280,345	943,978	45
	2020	490,974	179,977	34,535	9,748	8,716	-	226,367	950,317	43
Martijn Bosboom	2021	318,306	73,144	(2,448)	6,886	21,694	-	200,203	617,785	44
	2020	315,001	82,920	10,068	8,655	25,000	-	207,262	648,906	45
Paul Thompson	2021	368,306	86,896	16,329	13,598	21,694	-	215,741	722,564	42
	2020					N/A – not deemed a KMP in FY 2020
Matthew Scully	2021	328,306	75,756	(2,917)	7,848	21,694	-	206,619	637,306	44
	2020	300,504	79,488	13,679	6,180	24,496	-	202,495	626,842	45
Douglas Jones	2021	303,306	71,789	(579)	8,631	21,694	-	206,505	611,346	46
	2020	300,504	78,800	594	7,254	24,496	-	202,323	613,971	46
Elissa Brown4	2021	121,757	-	(76,606)	(108,700)	8,243	178,834	70,284	193,812	36
	2020	368,135	131,536	11,906	44,282	21,003	-	237,226	814,088	45
Sub-total — KMP	2021	2,205,918	547,501	(26,676)	(59,354)	133,356	178,834	1,236,919	4,210,496	43
	2020	1,775,118	552,721	70,782	76,119	103,711	-	1,075,673	3,654,124	45

Notes:

The amounts disclosed in these two columns represent the movement in the associated annual leave and long service leave provision balances. The value may be negative when a director resigns or takes more leave than the entitlement accrued during the year.
Vesting expense for the financial year of performance rights issues to directors and employees under the terms of the company's Performance Rights Plan approved by shareholders in November 2017. The fair value of the performance rights is

calculated at the date of grant using the Monte-Carlo Simulation pricing model.

Mr. Carson resigned as an executive director 29 Nov 2019. 4. Ms. Brown resigned as Chief Financial Officer 31 Oct 2020 and was subsequently appointed as a non-executive director effective 26 Nov 2020.

DIRECTORS' REPORT (CONTINUED)

3. Service agreements

Remuneration and other terms of employment for the chief executive officer and managing director, chief financial officer and the other KMP are also formalised in employment agreements. Major provisions of the agreements relating to remuneration of the CEO are set out below.

REMUNERATION OF THE CHIEF EXECUTIVE OFFICER, MR. JEFFREY QUARTERMAINE

Mr. Jeffrey Quartermaine was appointed on 1 February 2013 as managing director and CEO and an employment contract with Perseus was entered outlining the terms of his employment. Under his employment contract with Perseus, Mr. Quartermaine is currently entitled to receive fixed remuneration including a base salary and superannuation, plus variable remuneration including performance rights and cash bonuses determined under the STI/LTI plans and at the discretion of the board. A summary of these and other key terms of Mr. Quartermaine's employment contract are described below and set out in table 3 below.

Fixed remuneration

Mr. Quartermaine's annual salary is set at \$744,266 per annum, inclusive of statutory superannuation entitlements.

Variable remuneration

Mr. Quartermaine is eligible to participate in the group's STI and LTI scheme as described above.

Statutory entitlements

Mr. Quartermaine is entitled to 10 days sick leave per annum, 20 days of annual leave and long service leave of 13 weeks after 10 years of service.

Termination of contract

Perseus can terminate Mr. Quartermaine's contract without notice under certain circumstances including but not limited to material breaches of contract, grave misconduct, dishonesty, fraud or bringing the group into disrepute. Mr. Quartermaine may terminate the contract by giving Perseus three months' notice, whilst Perseus may terminate the contract by giving Mr. Quartermaine the greater of six months or a period that is not less than that specified by the Fair Work Act 2009 (Cth) and the National Employment Standards. In the case of Perseus, it may at its sole discretion, terminate the contract sooner than the conclusion of the notice period by choosing to pay Mr. Quartermaine in lieu of the notice period. If the terms of Mr. Quartermaine's employment contract are materially changed to the detriment of the chief executive officer then he is entitled to receive an amount of money from Perseus that is equivalent to two months of his originally contracted gross base salary (\$850,000 per annum prior to a 15% reduction taken by directors on 1 July 2013) for each year of employment by Perseus with a minimum payment equivalent to six months of his originally contracted gross base salary and a maximum of twelve months of his originally contracted gross base salary.

CONTRACTS FOR KMP

A summary of the key contractual provisions as at the date of this report for each of the current KMPs is set out in table 3 below.

Name	Jeffrey Quartermaine	Lee-Anne de Bruin	Christopher Woodall	Martijn Bosboom	Paul Thompson
Job title	CEO & Managing Director	Chief Financial Officer	Chief Operating Officer	General Counsel & Company Secretary	Group General Manager – Business Growth
Contract duration			No fixed term and review annually
Notice period	6 months1	3 months	3 months	3 months1	3 months
Fixed remuneration2	\$744,266	\$402,000	C\$450,000	\$341,700	\$391,950
Variable remuneration			Short- & long-term incentive plans
Termination provision			Applicable on termination by the company, other than for gross misconduct. Payments vary from two to twelve months of the originally contracted salary.

Table 3 - Contractual provisions for key management personnel

Notes:

Mr Quartermaine is required to provide 3 months' notice on resignation; the company is required to provide 6 months' notice.

Mr Bosboom is required to provide 2 months' notice on resignation; the company is required to provide 3 months' notice.

Represents current fixed remuneration of key management personnel from 1 July 2021.

4. Share based compensation

KMP are eligible to participate in Perseus's PRP. The terms and conditions of the performance rights affecting remuneration of directors and KMP in the current or a future reporting period are set out below. Performance rights granted carry no dividend or voting rights. When exercisable, the performance rights are convertible into one ordinary share per right. Further information is set out in note 22 to the financial statements.

Type	Grant date	Exercise price	Fair value at grant date	End of measurement period	% of grant vested	Expiry date
Performance right (i)	28 November 2018	nil	\$0.28	31 December 2021	-	28 November 2025
Performance right (i)	7 May 2019	nil	\$0.32	31 December 2021	-	7 May 2026
Performance right (i)	27 June 2019	nil	\$0.49	31 December 2021	-	27 June 2026
Performance right (ii)	26 September 2019	nil	\$0.74	30 June 2022	-	26 September 2026
Performance right (ii)	29 November 2019	nil	\$0.77	30 June 2022	-	29 November 2026
Performance right (iii)	26 August 2020	nil	\$1.03	30 June 2023	-	26 August 2027
Performance right (iii)	26 November 2020	nil	\$0.81	30 June 2023	-	26 November 2027
Performance right (iii)	14 April 2021	nil	\$1.03	30 June 2023	-	14 April 2028
STI Performance right (iv)	29 July 2020	nil	\$1.56	30 June 2021	100%	29 July 2027
STI Performance right (iv)	26 November 2020	nil	\$1.13	30 June 2021	100%	26 November 2027

(i). The assessed fair value at grant date of performance rights granted to the individuals is allocated equally over the performance period (36-month period from 1 January 2019 to 31 December 2021 over which the individuals and the company's performance is assessed), and the amount is included in the remuneration tables above. Fair values at grant date are determined using a Monte Carlo Simulation pricing model. Further information is set out in note 22 to the financial statements.

(ii). The assessed fair value at grant date of performance rights granted to the individuals is allocated equally over the performance period (36-month period from 1 July 2019 to 30 June 2022 over which the individuals and the company's performance is assessed), and the amount is included in the remuneration tables above. Fair values at grant date are determined using a Monte Carlo Simulation pricing model. Further information is set out in note 22 to the financial statements.

(iii). The assessed fair value at grant date of performance rights granted to the individuals is allocated equally over the performance period (36-month period from 1 July 2020 to 30 June 2023 over which the individuals and the company's performance is assessed), and the amount is included in the remuneration tables above. Fair values at grant date are determined using a Monte Carlo Simulation pricing model. Further information is set out in note 22 to the financial statements.

(iv). The STI Performance rights have a shorter measuring period and furthermore will vest upon the completion of a service condition, without any other conditions. The fair value is determined with reference to the share price at the grant date. Of the ones issued to KMPs, 100% vested, but there were some STI Performance Rights issued to individuals who were not KMPs that did not vest.

Further information relating to the portion of KMP remuneration related to equity compensation for the year are set out below in table 5.

Table 5 - Value of share based compensation

Name	As a percentage of total remuneration %	Granted \$	Exercised \$	Forfeited \$
J Quartermaine	35	586,654	483,315	-
L de Bruin	12	580,000	-	-
C Woodall	30	379,918	74,530	-
M Bosboom	32	236,779	139,744	-
P Thompson	30	271,782	55,898	-
M Scully	32	226,408	111,795	-
D Jones	34	226,179	111,795	-
E Brown	36	300,875	297,081	384,897

The movement in performance right holdings for KMP during the year are set out overleaf in table 6.

REMUNERATION REPORT (AUDITED) (CONTINUED)

4. Share based compensation (continued)

Table 6 – Movement of performance rights granted to KMP and directors during the year

	start of the year Balance at the	Granted during remuneration the year as	during the year Exercised	Forfeited / lapsed	movements Other	Balance at the end of the year	Vested during the year	exercisable at the end of the Vested and year
Non-executive Directors	Number	Number	Number	Number	Number	Number	Number	Number
Sean Harvey	-	-	-	-	-	-	-	-
Amber Jemma Banfield	-	-	-	-	-	-	-	-
Elissa Brown	-	-	-	-	-	-	-	-
Sally-Anne Layman	-	-	-	-	-	-	-	-
Daniel Lougher	-	-	-	-	-	-	-	-
John McGloin	-	-	-	-	-	-	-	-
David Ransom	-	-	-	-	-	-	-	-
Executive Directors
Jeffrey Quartermaine	3,346,500	698,408	(1,666,667)	-	-	2,378,241	(1,333,334)	-
Senior Executives
Lee-Anne de Bruin	-	500,000	-	-	-	500,000	-	-
Christopher Woodall	1,280,367	350,440	(333,334)	-	-	1,297,473	(350,440)	-
Martijn Bosboom	1,432,800	221,137	(625,000)	-	-	1,028,937	(625,000)	-
Paul Thompson	1,496,400	253,774	(250,000)1	-	-	1,500,174	(700,000)	450,000
Matthew Scully	1,413,700	211,429	(500,000)	-	-	1,125,129	(500,000)	-
Douglas Jones	1,413,700	211,282	(500,000)	-	-	1,124,982	(500,000)	-
Elissa Brown	1,531,900	278,106	(1,028,016)2	(781,900)	-	-	(1,028,016)	-
Notes:

The rights exercised during the year by Mr Thompson were done so prior to his designation as a KMP.
Of the total number of performance rights exercised by Ms Brown, 328,016 were exercised on 4 November 2020, shortly after her resignation as a KMP, and prior to her appointment as a director.

REMUNERATION REPORT (AUDITED) (CONTINUED)

4. Share based compensation (continued)

DETAILS OF REMUNERATION: SHARE-BASED COMPENSATION BENEFITS

The following table details the percentage of the available grant that vested in the financial year and the percentage forfeited because the person did not meet either/or service and performance criteria specified. The maximum value of the performance rights yet to vest has been determined as the amount of the grant date fair value of the performance rights.

Executive Directors Financial Year granted Number of Rights Vested in current year Financial year in which PRs may or will vest Minimum total value left to vest Maximum total value left to vest Number Number % Year \$ \$ Jeffrey Quartermaine 2018 1,333,334 100 2021 - - 2019 333,333 - 2022 - 91,850 2020 1,346,500 - 2022 - 1,042,460 2021 632,960 - 2023 - 512,698 2021 (STI) 65,448 - 2021 - 73,956 Other KMPs Lee-Anne de Bruin 2021 500,000 - 2023 - 580,000 Christopher Woodall 2018 333,334 100 2021 - - 2019 333,333 - 2022 - 107,470 2020 613,700 - 2022 - 324,868 2021 313,545 - 2023 - 322,362 2021 (STI) 36,895 - 2021 - 57,556 Martijn Bosboom 2018 625,000 100 2021 - - 2019 375,000 - 2022 - 120,904 2020 432,800 - 2022 - 229,107 2021 203,419 - 2023 - 209,139 2021 (STI) 17,718 - 2021 - 27,640 Paul Thompson 2018 700,000 100 2021 - - 2019 300,000 - 2022 - 96,723 2020 496,400 - 2022 - 262,774 2021 233,333 - 2023 - 239,894 2021 (STI) 20,441 - 2021 - 31,888

Table 7 – Performance rights granted as at 30 June 2021

5. Additional information

LOANS TO DIRECTORS AND EXECUTIVES

There were no loans outstanding at the reporting date to directors or executives.

SHARE OPTIONS

As at the date of this report, there are no options over ordinary shares

SHARE HOLDINGS

The numbers of shares in the company held during the financial year by directors and other key management personnel, including shares held by entities they control, are set out below:

Person	At 1 July 2020	Received upon exercise of vested performance rights	Shares sold	Other movements	At 30 June 2021
S Harvey	1,500,000	-	(200,000)		1,300,000
J Quartermaine	1,000,000	1,666,667	(666,667)		2,000,000
A Banfield	-	-	-	-	-
E Brown	195,000	1,028,016	(700,000)		523,016
J McGloin	1,282,907	-	(641,507)		641,400
S Laymani	210,000	-	-	(210,000)	-
D Lougher	8,000	-	-	-	8,000
D Ransom	77,973	-	-	-	77,973
L de Bruin	-	-	-	-	-
C Woodall	133,333	333,334	(260,000)		206,667
M Bosboom	-	625,000	(625,000)	-	-
P Thompson	-	250,000	(250,000)	-	-
M Scully	-	500,000	(500,000)	-	-
D Jones	260,835	500,000	(500,000)	-	260,385

Notes:

(i) Resigned 30 Sep 2020. The "other movements" column represents the balance of shares held at the date of resignation.

PERFORMANCE RIGHTS

As at the date of this report, the performance rights outstanding under the Performance Rights Plan was as follows:

Type of Performance Right	Number	Exercise price	Issue date	Vesting date	Expiry date
Long term incentive PRs	450,000	nil	3 Aug 2017	30 Jun 2020	3 Aug 2024
Long term incentive PRs	333,333	nil	28 Nov 2018	31 Dec 2021	28 Nov 2025
Long term incentive PRs	4,408,333	nil	7 May 2019	31 Dec 2021	7 May 2026
Long term incentive PRs	4,200,000	nil	27 Jun 2019	31 Dec 2021	27 Jun 2026
Long term incentive PRs	7,614,500	nil	26 Sep 2019	30 Jun 2022	26 Sep 2026
Long term incentive PRs	1,346,500	nil	29 Nov 2019	30 Jun 2022	29 Nov 2026
Long term incentive PRs	3,370,167	nil	26 Aug 2020	30 Jun 2023	26 Aug 2027
Long term incentive PRs	632,960	nil	26 Nov 2020	30 Jun 2023	26 Nov 2027
Long term incentive PRs	1,000,000	nil	14 April 2021	30 Jun 2023	14 April 2028
Short term incentive PRs	72,880	nil	29 Jul 2020	30 Jun 2021	29 Jul 2027
Short term incentive PRs	424,008	nil	4 Aug 2021	30 Jun 2022	4 Aug 2028

These performance rights do not entitle the holder to participate in any share issue of Perseus or any other body corporate. There are no performance rights to subscribe for shares in any controlled entity.

5. Additional information

SHARES ISSUED ON EXERCISE OF PERFORMANCE RIGHTS

On 3 July 2020, 10,316,668 performance rights that had previously been issued to employees vested under the terms of Perseus's Performance Rights Plan, of which 9,866,668 were subsequently exercised.

PERFORMANCE RIGHTS ISSUED

The following performance rights were issued to employees of the company:

Issue date	Number of Performance Rights
29 July 2020	239,978
26 August 2020	4,189,611
26 November 2020	698,408
14 April 2021	1,000,000

The performance rights were issued under the terms of the company's Performance Rights Plan approved by shareholders. Each performance right will convert to an ordinary share upon exercise of such right after satisfaction of vesting criteria.

PERFORMANCE RIGHTS FORFEITED

During the year, 5,555,384 performance rights were forfeited under the terms of the Company's Performance Rights Plan.

End of audited remuneration report

OTHER DISCLOSURES

Indemnification and insurance of Directors, Officers and Auditors

Perseus's Constitution requires it to indemnify directors and officers of any entity within the group against liabilities incurred to third parties and against costs and expenses incurred in defending civil or criminal proceedings, except in certain circumstances. The company has entered into Deeds of Indemnity, Access and Insurance with all persons who are an officer of the company. Independent legal advice was received that the content of the deeds conforms with the Act and current market practice. The directors and officers of the group have been insured against all liabilities and expenses arising as a result of work performed in their respective capacities, to the extent permitted by law. The contract of insurance prohibits the disclosure of the amount of the insurance premiums paid during the year ended 30 June 2021. The insurance premiums relate to:

1. costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever the outcome; and
1. other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.

To the extent permitted by law, the company has agreed to indemnify its auditors, PricewaterhouseCoopers, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify PricewaterhouseCoopers during or since the financial year end.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of Perseus or to intervene in any proceedings to which Perseus is a party, for the purposes of taking responsibility on behalf of Perseus for all or part of the proceedings. No proceeding has been brought or intervened in on behalf of Perseus with leave of the Court under section 237 of the Act.

Auditor's independence declaration

Section 307C of the Corporations Act 2001 requires our auditors, PricewaterhouseCoopers, to provide the directors of Perseus with an Independence Declaration in relation to the review of the financial report. This Independence Declaration is set out on page 55 and forms part of this directors' report for the year ended 30 June 2021.

Non-Audit Services

During the year PricewaterhouseCoopers, the Group's auditor, performed other non-audit services in addition to statutory duties. The non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the group, acting as an advocate for the group or jointly sharing risks and rewards. Further information is set out at note 20 of the financial statements.

This report was signed in accordance with a resolution of the directors.

Corporate Governance Statement

The ASX Corporate Governance Council (CGC) has developed corporate governance principles and recommendations for listed entities with the aim of promoting investor confidence and meeting stakeholder expectations. ASX listing rule 4.10.3 requires that listed entities disclose the extent to which they have followed the CGC's recommendations and, where a recommendation has not been followed, the reasons why.

Perseus's corporate governance statement can be found on the Company's website at the following link: https://perseusmining. com/documents/corporate-governance-statement.pdf

Jeffrey Allan Quartermaine Managing Director and Chief Executive Officer

Perth, 25 August 2021

COMPETENT PERSON STATEMENT

The information in the Annual Group Ore Reserves and Mineral Resources Statement is based on, and fairly represents information and supporting documentation prepared by competent persons in accordance with the requirements of the JORC Code. The Annual Group Mineral Resources Statement as a whole has been approved by Mr Gary Brabham, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Brabham is an employee of the Company. Mr Brabham has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' and to qualify as a 'Qualified Person' under National Instrument 43-101 – Standards of Disclosure for Mineral Projects ('NI 43-101'). Mr Brabham consents to the inclusion in this report of the information in the form and context in which it appears. The Annual Group Ore Reserve Statement as a whole has been approved by Mr Paul Thompson, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Thompson is an employee of the Company. Mr Thompson has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' and to qualify as a 'Qualified Person' under NI 43-101. Mr Thompson consents to the inclusion in this report of the information in the form and context in which it appears.

All production targets referred to in this report are underpinned by estimated Ore Reserves which have been prepared by competent persons in accordance with the requirements of the JORC Code.

Edikan. The information in this report that relates to AF Gap Mineral Resources and Ore Reserve estimate was first reported by the Company in a market announcement 'Perseus Mining Updates Mineral Resources and Ore Reserves' released on 26 August 2020. The information in this report that relates to the Mineral Resource and Ore Reserve estimates for the Fetish deposit and the Heap Leach was first reported by the Company in a market announcement 'Perseus Mining Updates Edikan Gold Mine's Mineral Resources and Ore Reserves' released on 20 February 2020. The Mineral Reserve and Ore Reserve estimates for the abovementioned deposits were updated for depletion as at 30 June 2021 in a market announcement. 'Perseus Mining Updates Mineral Resources and Ore Reserves' released on 24 August 2021. The information in this report that relates to Esuajah North Mineral Resources estimate was first reported by the Company in a market announcement "Perseus Mining Updates Mineral Resources and Ore Reserves" released on 29 August 2018. The information in this report that relates to the Mineral Resource and Ore Reserve estimates for Esuajah South Underground deposit was first reported by the Company in a market announcement 'Perseus Mining Updates Mineral Resources and Ore Reserves' released on 24 August 2021. The Company confirms that it is not aware of any new information or data that materially affect the information in those market releases and that all material assumptions underpinning those estimates and the production targets, or the forecast financial information derived therefrom, continue to apply and have not materially changed. The Company further confirms that material assumptions underpinning the estimates of Ore Reserves described in 'Technical Report — Central Ashanti Gold Project, Ghana' dated 30 May 2011 continue to apply.

Sissingué, Fimbiasso, Bagoé. The information in this report that relates to Mineral Resource and Ore Reserve estimates for the Fimbiasso deposits was first reported by the Company in a market announcement 'Perseus Mining Updates Mineral Resources and Ore Reserves' released on 26 August 2020. The information in this report that relates to Mineral Resource and Ore Reserve estimates for the Sissingué and Bagoé deposits was first reported by the Company in a market announcement 'Perseus Mining Updates Mineral Resources and Ore Reserves' released on 24 August 2021. The Company confirms that it is not aware of any new information or data that materially affect the information in these market releases and that all material assumptions underpinning those estimates and the production targets, or the forecast financial information derived therefrom, continue to apply and have not materially changed. The Company further confirms that material assumptions underpinning the estimates of Ore Reserves described in 'Technical Report — Sissingué Gold Project, Côte d'Ivoire' dated 29 May 2015 continue to apply.

Yaouré. The information in this report that relates to Open Pit and Heap Leach Mineral Resources and Ore Reserves at Yaouré was first reported by the Company in a market announcement 'Perseus Mining Updates Mineral Resources and Ore Reserves' released on 28 August 2019 and updated for mining depletion as at 30 June 2021 in a market announcement released on 24 August 2021. The information in this report that relates to Underground Mineral Resources at Yaouré was first reported by the Company in a market announcement 'Perseus Mining Completes Scoping Study for Potential Underground Mine at Yaouré' released on 5 November 2018 and adjusted to exclude material lying within the US\$1,800/oz pit shell that constrains the Open Pit Mineral Resources in a market announcement 'Perseus Mining Updates Mineral Resources and Ore Reserves' released on 28 August 2019. The information in this report that relates to the Yaouré near mine satellite deposit Mineral Resource and Ore Reserve estimates was first reported by the Company in a market announcement 'Perseus Mining Updates Mineral Resources and Ore Reserves' released on 24 August 2021. The Company confirms that all material assumptions underpinning those estimates and the production targets, or the forecast financial information derived therefrom, in that market release continue to apply and have not materially changed. The Company further confirms that material assumptions underpinning the estimates of Ore Reserves described in 'Technical Report — Yaouré Gold Project, Côte d'Ivoire' dated 18 December 2017 continue to apply.

The information in this report relating to exploration results was first reported by the Company in compliance with the JORC Code 2012 and NI43-101 in quarterly reports dated 25 October 2020, 21 January 2021, 20 April 2021 and 21 July 2021. The Company confirms that it is not aware of any new information or data that materially affect the information in these market releases.

AUDITOR'S INDEPENDENCE DECLARATION

ANNUAL FINANCIAL STATEMENTS

Consolidated Statement of Comprehensive Income 57
Consolidated Statement of Financial Position	58
Consolidated Statement of Changes in Equity	59
Consolidated Statement of Cash Flows	60
Notes to the Consolidated Financial Statements	61
Directors' Declaration	94
Independent Auditor's Report	95

Table of Notes to the Consolidated Financial Statements

Performance

1. Segment information
1. Other income / expenses
1. Income tax expense
1. Earnings per share

Operating Assets & Liabilities

1. Cash and cash equivalents
1. Receivables
1. Inventories
1. Property, plant and equipment
1. Mine properties
1. Mineral interest acquisition and exploration expenditure
1. Payables and provisions
1. Deferred tax

Capital and Financial Risk Management

1. Interest-bearing liabilities
1. Issued capital and reserves
1. Financial risk management

Group Structure

1. Subsidiaries 17. Acquisition of Exore Resources
1. Parent entity disclosures

Other Information

1. Related-party transactions
1. Remuneration of auditors
1. Cash-flows from operating activities
1. Share-based payments
1. Summary of other significant accounting policies

Unrecognised Items

1. Contingencies
1. Commitments
1. Subsequent events

These financial statements are the financial statements of the consolidated entity consisting of Perseus Mining Limited and its subsidiaries. Perseus Mining Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is disclosed in the Corporate Directory on the inside front cover.

A description of the nature of the consolidated entity's operations and its principal activities is included in the review of operations and activities in the directors' report on pages 14 to 28, which is not part of these financial statements.

These financial statements were authorised for issue by the directors on 25 August 2021. The directors have the power to amend and reissue the financial statements.

Through the internet, we have ensured that our corporate reporting is timely, complete, and available globally at minimum cost to the company. All press releases, financial statements and other information are available at our News and Reports section on our website at www.perseusmining.com.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		For the-year ending:
	Note	30 June 2021 \$'000	30 June 2020 \$'000
Profit and loss from continuing operations
Revenue		679,731	591,238
Cost of sales		(376,666)	(317,402)
Gross profit before depreciation and amortisation		303,065	273,836
Depreciation and amortisation relating to gold production	2	(103,631)	(133,378)
Gross profit from operations		199,434	140,458

Other income	2	949	4,039
Other expenses		(25)	(268)
Administration and other corporate expenses		(19,581)	(22,016)
Foreign exchange (loss)/gain	2	(4,458)	13,755
Other depreciation and amortisation expense	2	(1,193)	(679)
Write-downs and impairments	10	(6,822)	(4,537)
Finance costs		(5,260)	(4,085)
Profit before tax		163,044	126,667
Income tax expense	3	(23,666)	(32,244)
Profit after tax		139,378	94,423

Other comprehensive income
Items that will not be reclassified to profit and loss
Fair value movement on equity investments		335	338
Items that will or may be reclassified to profit and loss
Exchange differences on translation of foreign operations		(38,982)	(8,383)
Net Changes in the fair value of cash flow hedges		6,698	2,385
Income tax on these items		(150)	(1,505)

Total comprehensive income		107,279	87,258
Profit is attributable to:		116,221	94,356
Owners of Perseus Mining Limited		23,157	67
Non-controlling interests		139,378	94,423

Total comprehensive income is attributable to:		85,603	85,513
Owners of Perseus Mining Limited		21,676	1,745
Non-controlling interests		107,279	87,258

Basic earnings per share	4	9.57 cents	8.08 cents
Diluted earnings per share	4	9.37 cents	7.88 cents

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		For the-year ending:
	Note	30 June 2021 \$'000	30 June 2020 \$'000
Current assets
Cash and cash equivalents	5	181,545	218,166
Receivables	6	10,917	12,740
Inventories	7	178,540	117,063
Prepayments	6	24,566	11,653
Income tax receivable		7,731	3,080
		403,299	362,702
Non-current assets
Receivables	6	8,605	6,838
Inventories	7	6,522	57,493
Equity investments		797	667
Property, plant, and equipment	8	405,707	630,170
Right of use assets		4,324	1,932
Mine properties	9	447,764	202,400
Mineral interest acquisition and exploration expenditure	10	132,580	33,513
		1,006,299	933,013
Total assets		1,409,598	1,295,715
Current liabilities
Payables and provisions	11	122,869	102,395
Derivative financial instruments		-	6,105
Lease liabilities		1,707	1,265
		124,576	109,765
Non-current liabilities
Provisions	11	39,514	40,220
Interest-bearing liabilities	13	133,199	217,667
Lease liabilities		2,497	524
Deferred tax liabilities	12	50,713	51,986
		225,923	310,397

Total liabilities		350,499	420,163
Net assets		1,059,099	875,552

Equity
Issued share capital	14	850,412	776,564
Reserves	14	32,007	57,463
Retained earnings	14	149,001	32,780
Equity attributable to the owners of Perseus Mining Limited		1,031,420	866,807
Non-controlling interests	14	27,679	8,745
Total equity		1,059,099	875,552

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

					Consolidated
	Issued capital \$'000	earnings/ Retained (Accum ulated losses) \$'000	Share-based payments reserve \$'000	translation currency Foreign reserve \$'000	revaluation reserve Asset \$'000	Hedge reserve \$'000	controlling interests' reserve \$'000 Non	controlling interests \$'000 Non	Total equity \$'000
Balances at 1 Jul 2020	776,564	32,780	32,042	31,656	721	(6,698)	(258)	8,745	875,552
Profit for the period	-	116,221	-	-	-	-	-	23,157	139,378
Other comprehensive income	-	-	-	(37,651)	335	6,698	-	(1,481)	(32,099)
Total comprehensive income	-	116,221	-	(37,651)	335	6,698	-	21,676	107,279
Transactions with owners in their

73,848	-	-	-	-	-	-	-	73,848
-	-	5,162	-	-	-	-	164	5,326
-	-	-	-	-	-	-	(2,906)	(2,906)

850,412	149,001	37,204	(5,995)	1,056	-	(258)	27,679	1,059,099

776,564	(61,576)	26,964	40,766	383	(6,627)	(258)	7,296	783,512

-	94,356	-	-	-	-	-	67	94,423
-	-	-	(9,110)	338	(71)	-	1,678	(7,165)
-	94,356	-	(9,110)	338	(71)	-	1,745	87,258

capacity as owners

Share-based payments			5,078					(300)	4,778
Share issue expense								4	4

Balances at 30 June 2020	776,564	32,780	32,042	31,656	721	(6,698)	(258)	8,745	875,552

Transactions with owners in their

capacity as owners

CONSOLIDATED STATEMENT OF CASH FLOWS

		For the-year ending:
	Note	30 June 2021 \$'000	30 June 2020 \$'000
Operating activities
Receipts in the course of operations		676,320	589,242
Payments to suppliers and employees		(353,946)	(351,575)
Income taxes paid		(20,878)	(26,520)
Interest received		522	1,644
Net cash inflows from operating activities	21	302,018	212,791
Investing activities
Payments for exploration and evaluation expenditure		(28,760)	(18,718)
Payments for mine properties		(49,638)	(24,789)
Payments for property, plant and equipment		(171,090)	(229,686)
(Payments for)/refund of security deposits		(1,891)	3,191
Proceeds on disposal of equity investments		205	115
Cash acquired in the Exore transaction	17	1,965	-
Net cash used in investing activities		(249,209)	(269,887)
Financing activities
Dividends paid to non-controlling interests		(2,290)	-
Repayment of borrowings		(67,141)	(45,518)
Proceeds from borrowings		-	226,534
Borrowing costs		(11,919)	(15,303)
Net cash (used in)/provided by financing activities		(81,350)	165,713

Net (decrease)/increase in cash held		(28,541)	108,617
Cash and cash equivalents at the beginning of the period		218,166	125,406
Effect of exchange rate changes on foreign-denominated cash		(8,080)	(15,857)
Cash and cash equivalents at the end of the period		181,545	218,166

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

About this report

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated in the notes. The financial statements are for the consolidated entity consisting of Perseus Mining Limited and its subsidiaries (the 'group' or the 'consolidated entity'). Perseus Mining Limited is a listed, for-profit public company, incorporated and domiciled in Australia. During the year ended 30 June 2021, the consolidated entity conducted operations in Australia, Ghana and Côte d'Ivoire.

These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. They also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). As such, they have been prepared under the historical cost convention, except for where the accounting standards allow or require the measurement of amount on an alternative basis.

The amounts contained in the financial report are presented in Australian dollars and have been rounded to the nearest \$1,000 (where rounding is applicable) where noted (\$'000) under the option available to the group under ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191. This legislative instrument applies to the group.

New and amended standards adopted by the group

A number of new or amended standards became applicable for the current reporting period. The group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards. Therefore, the accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

Significant estimates and judgements

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including the expectations of future events that may have a financial impact on the consolidated entity and that are believed to be reasonable under the circumstances. The group makes estimates and assumptions concerning the future. The resulting accounting will, by definition, seldom equal the actual results. The estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed in the notes indicated below.

	Note
Impairment	2,10
Unit-of-production method of depreciation/amortisation	2,9
Ore reserves and mineral resources	9
Deferred stripping expenditure	2
Income tax	3
Inventory	7
Restoration and rehabilitation provision	11
Share-based payments	22

1. Segment information

(A) DESCRIPTION OF SEGMENTS

Management has determined the operating segments based on the reports reviewed by the executive management team and board of directors that are used to make strategic decisions.

The group primarily reports based on a business segment basis as its risks and rates of return are affected predominantly by differences in the various business segments in which it operates, and this is the format of the information provided to the executive management team and board of directors.

The group operated principally in four segments in 2021 being Edikan, Sissingué, Yaouré and Corporate / Other. The segment information is prepared in conformity with the group's accounting policies.

The group comprises the following main segments:

Edikan	Mining, mineral exploration, evaluation, and development activities.
Sissingué	Mining, mineral exploration, evaluation, and development activities.
Yaouré	Mining, mineral exploration, evaluation, and development activities.
Corporate/other	Investing activities, corporate management, and inter-segment eliminations.

Revenue is derived from two external customers arising from the sale of gold bullion reported under the Edikan, Sissingué, and Yaouré reporting segments.

(B) SEGMENT REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive management team and board of directors of the parent entity.

D E
T A D	S (CONTINUED)
LI O	T
S	N
N	E
O C	M E T
E	A
H	T
T	S
O	L
T	A
S	CI
E	N
T	A
O	N
N	FI

1. Segment information (continued)

		Edikan	Sissingué		Yaouré		Corporate/other		Consolidated
For the year ending 30 June: PROFIT AND LOSS	\$'000 2021	\$'000 2020	\$'000 2021	\$'000 2020	\$'000 2021	\$'000 2020	\$'000 2021	\$'000 2020	\$'000 2021	\$'000 2020
Revenue	353,572	388,976	230,293	202,262	95,866	-	-	-	679,731	591,238
Other income	438	1,778	217	758	-	-	294	1,503	949	4,039
Total revenue and other income	354,010	390,754	230,510	203,020	95,866	-	294	1,503	680,680	595,277
Profit before tax	51,414	92,122	110,313	38,308	50,241	5,990	(48,924)	(9,753)	163,044	126,667
Income tax	(19,257)	(32,104)	-	-	-	-	(4,409)	(140)	(23,666)	(32,244)
Profit after tax	32,157	60,018	110,313	38,308	50,241	5,990	(53,333)	(9,893)	139,378	94,423
Included in segment results are:
Impairments and write-offs	(3,251)	(68)	(3,571)	(4,311)	-	(158)	-	-	(6,822)	(4,537)
Depreciation and amortisation	(32,729)	(66,596)	(53,694)	(65,176)	(17,455)	(477)	(946)	(1,808)	(104,824)	(134,057)
Share-based payments	(647)	(676)	(763)	(767)	(106)	-	(2,955)	(3,082)	(4,471)	(4,525)
Foreign exchange gains/(losses)	474	1,477	7,211	(1,386)	20,031	(113)	(32,174)	13,777	(4,458)	13,755
		Edikan	Sissingué		Yaouré		Corporate/other		Consolidated
ASSETS AND LIABILITIES As at 30 June:	\$'000 2021	\$'000 2020	\$'000 2021	\$'000 2020	\$'000 2021	\$'000 2020	\$'000 2021	\$'000 2020	\$'000 2021	\$'000 2020
Total segment assets	416,782	473,761	264,978	175,480	646,473	482,261	81,365	164,213	1,409,598	1,295,715
Included in segment assets are:
Additions to non-current assets	52,894	42,081	91,358	24,246	170,461	261,935	230	114	314,943	328,376
Of which: Exore acquisition	-	-	73,079	-	-	-	-	-	73,079	-
Total segment liabilities	122,143	120,284	41,834	42,891	54,297	32,452	132,225	224,536	350,499	420,163

2. Other income/expenses

	For the-year ending:
	30 June 2021 \$'000	30 June 2020 \$'000
Foreign exchange (losses)/gains:
on translation of intercompany loans	(19,095)	8,833
on other translations	14,637	4,922
	(4,458)	13,755
Changes in inventories:
due to increase in net realisable value	4,074	38,260

Interest income	731	1,898

Interest and finance charges	(5,260)	(4,085)
Impairments and similar
Impairment of receivables	-	(266)
Other impairments and write-downs	(6,822)	(4,537)
Depreciation and amortisation
Amortisation of deferred stripping asset	(13,103)	(20,118)
Other depreciation and amortisation relating to gold production	(90,528)	(113,260)
Other depreciation and amortisation	(1,193)	(679)
	(104,824)	(134,057)

ACCOUNTING POLICY

Revenue recognition

Revenue is measured as the amount of consideration that the group expects to be entitled to in exchange for transferring goods to its customers. The group recognises revenue at a point-in-time when (or as) the performance obligations, as determined by contracts with the customers, have been satisfied. The following criteria are also applicable to specific revenue transactions:

Gold bullion sales The group recognises revenue from gold bullion sales as its obligations are satisfied in accordance with an agreed contract between the group and its customers. Revenue is recognised at a point-in-time when the gold bullion has been credited to the metals account of the customer. It is at this point that control over the gold bullion has been passed to the customer and the group has fulfilled its obligations under the contract.
Interest income Interest income is recognised in the income statement as it accrues, using the effective interest method.

Borrowing costs

Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed.

Significant Judgements and estimates

Impairment of Assets

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount exceeds its recoverable amount. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units or 'CGU'). The group has three cash generating units, Edikan Gold Mine, the Sissingué Gold Mine and the Yaouré Gold Mine. Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. In determining whether the recoverable amount of each cash generating unit is the higher of fair value less costs of disposal or value-in-use against which asset impairment is to be considered, the group undertakes future cash flow calculations which are based on a number of critical estimates and assumptions, and reflect the life of mine ('LOM') operating and capital cost assumptions used in the group's latest budget and LOM plans:

2. Other income/expenses (continued)

Significant Judgements and estimates (continued)

Impairment of Assets (continued)

(a) Mine life including quantities of mineral Ore Reserves and Mineral Resources for which there is a high degree of confidence of economic extraction with given technology;
(b) Estimated production and sales levels;
(c) Estimate future commodity prices are based on brokers consensus forecast;
(d) Future costs of production;
(e) Future capital expenditure;
(f) Future exchange rates; and/or
(g) Discount rates based on the group's estimated before tax weighted average cost of capital, adjusted when appropriate to take into account relevant risks such as development risk etc.

Variations to expected future cash flows, and timing thereof, could result in significant changes to the impairment test results, which in turn could impact future financial results. The expected future cash flows of the cash generating units are most sensitive to fluctuations in the gold price.

At 30 June 2021 the group determined that there was no external or internal indicator of impairment. This was as a result of the substantial increase in gold prices as well as strong performance at all sites during the financial year. In view of the ongoing COVID-19 global pandemic, consideration of its impact on the group's operations was given. The COVID-19 pandemic was found not to be an indicator of impairment for any of the group's CGUs as to date there has been immaterial disruption and no material impact on the group's operations in the various jurisdictions. This was as a result of various measures put in place in response to the pandemic. As a result, no impairment testing was conducted for the Edikan, Sissingué and Yaouré CGUs.

Unit-of-production method of depreciation / amortisation

The group uses the unit-of-production basis when depreciating/amortising life of mine specific assets, which results in a depreciation/amortisation charge proportional to the depletion of the anticipated remaining life of mine production. Each item's economic life, which is assessed annually, has due regard to both its physical life limitations and to present assessments of economically recoverable reserves of the mine property at which it is located. These calculations require the use of estimates and assumptions, including the amount of recoverable reserves and estimates of future capital expenditure. The group amortises mine property assets utilising tonnes of ore mined and mine related plant and equipment over tonnes of ore processed.

Deferred stripping expenditure

The group defers stripping costs incurred during the production stage of its operations. Significant judgement is required to distinguish between production stripping that relates to the extraction of inventory and what relates to the creation of a deferred waste asset. The group also identifies the separate components of the ore body. An identifiable component is a specific volume of the ore body that is made more accessible by the stripping activity. Significant judgement is required to identify these components, and to determine the expected volumes of waste to be stripped and ore to be mined in each component and a suitable production measure to be used to allocate production stripping costs between inventory and any stripping activity asset(s) for each component. The group considers that the ratio of the expected waste to be stripped for an expected amount of ore to be mined, for a specific component of the ore body, is the most suitable production measure. Furthermore, judgements and estimates are also used to apply the units of production method in determining the amortisation of the stripping activity asset(s). Changes in a mine's life and design will usually result in changes to the expected stripping ratio (waste to mineral reserves ratio). Changes in other technical or economical parameters that impact reserves will also have an impact on the life of component ratio even if they do not affect the mine's design. Changes to the life of the component are accounted for prospectively.

Uncertain tax positions

The Group is subject to income taxes in multiple jurisdictions. In determining the income tax liabilities, management has not been required to estimate the amount of capital allowances and the deductibility of certain expenses at each tax jurisdiction.

The Group has significant open tax assessments with tax authorities at the balance sheet date. As management believes that the tax positions are supportable, the Group has not recognised any additional tax liability on these uncertain tax positions.

3. Income tax

	For the-year ending:
	30 June 2021 \$'000	30 June 2020 \$'000
Income tax expense
Current tax expense	20,796	24,233
Deferred tax expense	3,028	7,906
Adjustments for current tax in respect of prior years	(158)	105
	23,666	32,244
Deferred tax expense	(46)	14,889
Decrease in deferred tax assets	2,916	(6,878)
Decrease in deferred tax liabilities	2,870	8,011
Numerical reconciliation of income tax expense to prima-facie tax payable
Profit before tax	163,044	126,667
Profit before tax at the Australian tax rate of 30% ('prima-facie tax payable')	48,913	38,001
Effect of:
Differing tax rates in foreign jurisdictions	(31,849)	4,481
Non-deductible expenses	321	484
Share-based payments	1,113	1,161
Foreign exchange on investment in foreign subsidiaries	15,309	2,581
Deferred tax assets not brought to account	(14,392)	(14,759)
Other permanent differences	4,409	190
	23,824	32,139
(Over)/under-provision in prior years	(158)	105
Income tax expense	23,666	32,244
Amounts recognised directly in equity
Aggregate current and deferred tax arising in the year and not recognised in net profit or loss but directly (credited) / debited to equity	(150)	(1,505)
Tax Losses	55,072	56,592
Estimate of Australian revenue losses	14,443	9,370
Estimate of Australian capital losses	69,515	65,962
Potential tax benefit at 30%	20,854	19,789
Unused foreign tax losses for which no deferred tax has been recognised	-	-
	20,854	19,789

Income tax expense is wholly attributable to profits from continuing operations. The tax losses are unrecognised, due to the lack of certainty over their recovery.

ACCOUNTING POLICY

The income tax expense or benefit for the year is the tax payable on the current year's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the year in the countries where the company's subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

3. Income tax (continued)

Significant Judgements and estimates

Judgement is required in determining whether deferred tax assets are recognised on the statement of financial position. Deferred tax assets, including those arising from un-utilised tax losses, require management to assess the likelihood that the group will generate taxable earnings in future years, in order to utilise recognised deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets recorded at the reporting date could be impacted. Additionally, future changes in tax laws in jurisdictions in which the group operates could limit the ability of the group to obtain tax deductions in future years.

4. Earnings per share

	For the-year ending:
	30 June 2021 \$'000	30 June 2020 \$'000
Earnings used in calculating earnings per share
Earnings attributable to the owners of Perseus Mining Limited	116,221	94,356

	Number	Number
Weighted average number of shares
Weighted average number of outstanding ordinary shares for basic EPS calculation	1,214,231,268	1,167,972,625
Weighted average number of potential ordinary shares	25,701,363	29,621,005
Weighted average number of ordinary shares for diluted EPS calculation	1,239,932,631	1,197,593,630

The potential ordinary shares are the performance rights as described Note 22.

ACCOUNTING POLICY

Basic earnings per share

Basic earnings per share is calculated by dividing the net result attributable to owners of the parent, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for any bonus element.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of ordinary shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

5. Cash and cash equivalents

	At:
	30 June 2021 \$'000	30 June 2020 \$'000
Cash in bank and on-hand	181,545	105,694
Short term deposits	-	112,472
	181,545	218,166

Cash in bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods, depending on the immediate cash requirements of the group, and earn interest at the respective short-term deposit rates.

ACCOUNTING POLICY

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions with an original maturity not exceeding three months, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. If greater than three months principal amounts can be redeemed in full with interest payable at the same cash rate from inception as per the agreement with each bank. Bank overdrafts, if utilised, are shown within borrowings in current liabilities on the statement of financial position.

6. Receivables and Prepayments

	At:
	30 June 2021 \$'000	30 June 2020 \$'000
Current
Trade debtors	1,263	1,053
Sundry debtors	6,911	5,128
Other receivables	2,743	6,559
	10,917	12,740

Prepayments	24,566	11,653

Non-current
Security deposits	8,605	6,838
	8,605	6,838
Movement in the impairment of receivables
Balance at the start of the year	-	3,972
Bad debts previously provided for fully written off	-	(3,972)
Balance at the end of the year	-	-

(a) Trade and sundry debtors are non-interest bearing and generally on 30-day terms. At 30 June 2021, no amounts are past due (30 June 2020: no amounts)
(b) Other receivable relates to GST and VAT receivable throughout the group. At 30 June 2021 all (30 June 2020: all) related to a net VAT refund receivable from the Ghana Revenue Authority ('GRA'). It is immediately repayable on demand in Ghanaian Cedis, is unsecured and bears no interest. During the year, the group received a total of GHS 71.8 million (approximately \$16.6 million or US\$12.5 million) from the GRA for the VAT receivable.
(c) Impairment of receivables are recognised against sundry and other debtors for estimated expected credit losses determined by reference to an analysis of the counterparty's current financial position.

6. Receivables and Prepayments (continued)

(d) The security deposits are subject to a lien and are collateral for a bank guarantee issued to the environmental authorities of Ghana and Côte d'Ivoire in relation to environmental rehabilitation provisions.

Due to the short-term nature of the current receivables, their carrying amount is assumed to approximate their fair value. Long term receivables are evaluated by the group based on parameters such as individual creditworthiness of the customer and specific country risk factors. The carrying amount of long-term receivables is assumed to approximate fair value, as the security deposits that make up the long-term receivables have a market-based interest rate. The maximum exposure to credit risk at the end of the year is the carrying amount of each class of receivable mentioned above. Further information about the group's exposure to these risks is provided in note 15.

ACCOUNTING POLICY

Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment. Trade receivables are generally due for settlement within 30 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date. An allowance for doubtful debts is made when collection of the full amount is no longer probable. Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the year-end which are classified as non-current assets. Loans and receivables are included in receivables in the statement of financial position. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

7. Inventories

	At:
	30 June 2021 \$'000	30 June 2020 \$'000
Current
Ore stockpiles—at cost	41,843	27,170
Ore stockpiles—at net realisable value	49,803	18,915
Gold in circuit—at cost	7,402	6,698
Gold in circuit— at net realisable value	5,959	-
Bullion on hand—at cost	6,847	10,250
Bullion on hand— at net realisable value	13,124	-
Materials and supplies	53,562	54,030
	178,540	117,063
Non-current
Ore stockpiles—at net realisable value	6,522	57,493
	6,522	57,493

Refer to Note 2 for the changes in inventory as a result of changes in net realisable value. Included in that amount is an increase of \$1.9m to the provision for slow and obsolete stock at Edikan.

ACCOUNTING POLICY

Gold bullion, gold in circuit and ore stockpiles are physically measured or estimated and stated at the lower of cost and net realisable value.

Cost comprises direct material, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs in getting such inventories to their existing location and condition, based on weighted average costs incurred during the year in which such inventories were produced. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs of selling the final product.

Inventories of consumable supplies and spare parts expected to be used in production are valued at weighted average cost. Obsolete or damaged inventories of such item are valued at net realisable value.

Significant Judgements and estimates

Net realisable value tests are performed at least quarterly and represent the estimated future sales price of the product based on prevailing spot metals prices at the reporting date, less estimated costs to complete production and bring the product to sale. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based on assay data, and the estimated recovery percentage based on the expected processing method. Stockpile tonnages are verified by periodic surveys.

8. Property, plant, and equipment

	At:
	30 June 2021 \$'000	30 June 2020 \$'000
Plant and equipment—at cost	644,750	368,660
Accumulated depreciation	(272,604)	(242,353)
	372,146	126,307
Assets under construction—at cost	33,561	503,863
	405,707	630,170

	30 June 2021 \$'000	30 June 2020 \$'000
For the period ending:
Reconciliation of plant & equipment	126,307	172,210
Balance at the beginning of the year	862	2,223
Additions	291,239	2,791
Transferred from assets under construction	(47,056)	(53,352)
Depreciation	(34)	(617)
Disposals	828	3,052
Translation difference movement	372,146	126,307

Reconciliation of assets under construction	503,863	246,502
Balance at the beginning of the year	162,088	262,530
Additions	(291,239)	(2,791)
Transferred to property, plant and equipment	(278,495)	(3,832)
Transferred to mine properties	(4,503)	-
Transferred to exploration	-	(159)
Write-off	(58,153)	1,613
Translation difference movement	33,561	503,863

Of the amounts transferred to plant, property and equipment, \$286.6 million related to Yaouré, and of the amounts transferred to Mine Properties, \$268.6 million related to Yaouré.

ACCOUNTING POLICY

Assets under construction

Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified as 'assets under construction', and disclosed as a component of property, plant and equipment.

All subsequent expenditure incurred in the construction of a mine by, or on behalf of the group, is accumulated separately for each area of interest in which economically recoverable reserves have been identified. This expenditure includes net direct costs of construction and borrowing costs capitalised during construction. On completion of development, all assets included in 'assets under construction' are reclassified as either 'plant and equipment' or 'mine properties'.

Property, plant and equipment

Land and buildings and all other property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

8. Property, plant, and equipment (continued)

ACCOUNTING POLICY (CONTINUED)

Property, plant and equipment (continued)

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the consolidated entity and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the statement of comprehensive income during the financial year in which they are incurred.

Land is not depreciated. Property, plant and equipment directly engaged in the crushing and milling operations are depreciated over the shorter of expected economic life or over the remaining life of the mine on a units-of-production basis. Assets which are depreciated on a basis other than units-of-production method are typically depreciated on a straight-line basis over their estimated useful lives as follows:

Plant and equipment	3-10 years
Buildings	20 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each year. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in profit or loss.

Impairment of assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they may be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount exceeds its recoverable amount. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use.

Value in use is the present value of the future cash flows expected to be derived from the asset or cash generating unit. In estimating value in use, a pre-tax discount rate is used which reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount the cash generating unit can be sold to a knowledgeable and willing market participant in an arm's length transaction, less the disposal costs. In estimating fair value less costs of disposal, discounted cash flow methodology is utilised, and a post-tax discount rate is used.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generated units). The group has three cash generating units, Edikan Gold Mine, Sissingué Gold Mine and the Yaouré Gold Project. Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each year.

9. Mine properties

	30 June 2021 \$'000	30 June 2020 \$'000
For the period ending:
Mine properties—at cost	961,690	682,722
Accumulated depreciation	(513,926)	(480,322)
	447,764	202,400
Reconciliation of mine properties
Balance at the beginning of the year	202,400	232,761
Additions	44,425	43,176
Transferred from assets under construction	278,495	3,832
Amortisation	(57,092)	(80,910)
Translation difference movement	(20,464)	3,541
	447,764	202,400

Commercial Production at Yaouré was declared on 31 March 2021. All pre-commercial production operational expenditure during the ramp-up of the mine until commercial production commenced was capitalised to mine properties. Additionally, gold bullion sales of 11,918 oz for \$26.1 million that occurred prior to the declaration of commercial production have not been recognised in revenue, but instead credited against the cost of the asset. Refer to Note 13 for the quantum of interest expense that was also capitalised to Mine Properties.

Of the total balance of Mine Properties at 30 June 2021, \$113.5 million (2020: \$64.9 million) relates to the net book value of the deferred stripping asset. Of the total additions to Mine Properties during the period, \$43.6 million (2020: \$24.8 million) relates to additions to the deferred stripping asset.

ACCOUNTING POLICY

Mine properties

Accumulated mine development costs (classified as either 'plant and equipment' or 'mine properties') are depreciated/ amortised on a unit of production basis over the economically recoverable reserves of the mine concerned, except in the case of assets whose useful life is shorter than the life of mine, in which case the straight line method is applied. The units of measure for amortisation of mine properties is tonnes of ore mined and the amortisation of mine properties takes into account expenditures incurred to date. The Edikan and Sissingué mine properties work in progress is assessed at the end of every month and when the work is completed it is transferred to mine properties and then amortised. The units of measure for depreciating mine related plant and equipment is tonnes of ore processed.

Deferred stripping costs

The group incurs waste removal costs (stripping costs) during the development and production phases of its surface mining operations. During the production phase, stripping costs (production stripping costs) can be incurred both in relation to the production of inventory in that period and the creation of improved access and mining flexibility in relation to ore to be mined in the future. The former are included as part of the costs of inventory, while the latter are capitalised as a stripping activity asset, where certain criteria are met. Once the group has identified its production stripping for each surface mining operation, it identifies the separate components of the ore bodies for each of its mining operations. An identifiable component is a specific volume of the ore body that is made more accessible by the stripping activity.

The stripping activity asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of ore, plus an allocation of directly attributable overhead costs. If incidental operations are occurring at the same time as the production stripping activity but are not necessary for the production stripping activity to continue as planned, these costs are not included in the cost of the stripping activity asset. The stripping activity asset is accounted for as an addition to, or an enhancement of, an existing asset, being the mine asset, and is presented as part of 'Mine properties' in the statement of financial position. This forms part of the total investment in the relevant cash generating unit, which is reviewed for impairment if events or changes of circumstances indicate that the carrying value may not be recoverable.

9. Mine properties (continued)

Significant Judgements and estimates

Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the group's mining properties. The group estimates its Ore Reserves and Mineral Resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body and this requires complex geological judgements to interpret data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgements made in estimating the size and grade of the ore body. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and evaluation assets, mine properties, property, plant and equipment, goodwill, provision for rehabilitation, recognition of deferred assets, and depreciation and amortisation charges.

10.Mineral interest acquisition and exploration expenditure

	30 June 2021 \$'000	30 June 2020 \$'000
For the year ending:
Balance at the beginning of the year	33,513	17,405
Amount brought in due to the acquisition of Exore Resources	72,827	-
Additions	33,046	20,447
Transferred from assets under construction	4,503	-
Costs written off	(6,822)	(4,378)
Translation difference movement	(4,487)	39
	132,580	33,513

The expenditure above relates principally to exploration and evaluation activities. The ultimate recoupment of this expenditure is dependent upon successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. Refer to Note 17 for further details with respect to the acquisition of Exore Resources.

ACCOUNTING POLICY

Exploration and evaluation expenditures in relation to each separate area of interest with current tenure are carried forward to the extent that:

such expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest is continuing.

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

In the event that an area of interest if abandoned or, if facts and circumstances suggest that the carrying amount of an exploration and evaluation asset is impaired then the accumulated costs carried forward are written off in the year in which the assessment is made.

Significant Judgements and estimates

Management determines when an area of interest should be abandoned. When a decision is made that an area of interest is not commercially viable, all costs that have been capitalised in respect of that area of interest are written off. In determining this, assumptions, including the maintenance of title, ongoing expenditure and prospectivity are made.

11.Payables and provisions

	At:
	30 June 2021 \$'000	30 June 2020 \$'000
Current
Trade creditors and accruals	120,043	100,110
Employee benefits	2,826	2,285
	122,869	102,395
Non-current
Rehabilitation provision	37,873	39,412
Employee benefits	1,641	808
	39,514	40,220

Trade and other creditors are non-interest bearing and are normally settled on 30-day terms. Information about the group's exposure to risk is provided in note 15.

	30 June 2021 \$'000	30 June 2020 \$'000
Reconciliation of rehabilitation provision
Balance at the beginning of the year	39,412	18,776
Increased / (decreased) obligations during the year	2,355	20,880
Rehabilitation expenditure during the year	(765)	(229)
Unwinding of discount	114	56
Translation difference movement	(3,243)	(71)
	37,873	39,412

The provision for rehabilitation work relates to Edikan in Ghana, and Sissingué and Yaouré in Côte d'Ivoire. The timing of settlement of these obligations cannot be established with any certainty. The provisions have been reviewed and updated in line with the additional development and adjustments to cost expectations that has occurred since June 2020.

ACCOUNTING POLICY

Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of the financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

Provisions

Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.

Provisions are measured as the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the year. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as an interest expense.

Employee benefits

Liabilities for short-term employee benefits expected to be wholly settled within 12 months of the reporting date are recognised in other payables in respect of employees' services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled.

11.Payables and provisions (continued)

ACCOUNTING POLICY (CONTINUED)

Employee benefits (continued)

The liability for long service leave which is not expected to be wholly settled within 12 months of the reporting date is recognised in the provision for employee benefits and measured as the present value of expected future payments. Consideration is given to expected future wage and salary level, experience of employees' departures and periods of service. Expected future payments are discounted using market yields at the end of the year on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Contributions are made by the group to superannuation funds as stipulated by statutory requirements and are charged as expenses when incurred.

Rehabilitation provision

A provision for restoration and rehabilitation is recognised when there is a present obligation as a result of development activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of abandoning sites, removing facilities and restoring the affected areas.

The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the restoration obligation at the balance date. Future restoration costs are reviewed annually and any changes in the estimate are reflected in the present value of the restoration provision at each balance date.

The initial estimate of the restoration and rehabilitation provision is capitalised into the cost of the related asset and amortised on the same basis as the related asset, unless the present obligation arises from the production of inventory in the year, in which case the amount is included in the cost of production for the year. Changes in the estimate of the provision for restoration and rehabilitation are treated in the same manner, except that the unwinding of the effect of discounting on the provision is recognised as a finance cost rather than being capitalised into the cost of the related asset.

Significant Judgements and estimates

The value of the current restoration and rehabilitation provision is based on a number of assumptions including the nature of restoration activities required and the valuation at the present value of a future obligation that necessitates estimates of the cost of performing the work required, the timing of future cash flows and the appropriate risk free discount rate. Additionally, current provisions are based on the assumption that no significant changes will occur in relevant legislation covering restoration of mineral properties. A change in any, or a combination, of these assumptions used to determine current provisions could have a material impact to the carrying value of the provision.

12.Deferred tax

	30 June 2021 \$'000	30 June 2020 \$'000
Deferred tax asset	77	40
Deferred tax liability	50,790	52,026
Net deferred tax liability pursuant to the set-off provisions	50,713	51,986
Temporary differences contributing to the deferred tax asset
Employee benefits	77	40
Other	-	-
	77	40
Movement in the deferred tax asset
Balance at the beginning of the year	40	15,759
Credited to the income statement	45	(14,889)
Credited to the hedging reserve in equity	(150)	(1,505)
Translation difference movement	142	675
	77	40
Temporary differences contributing to the deferred tax liability
Property, plant and equipment	15,460	20,012
Mine properties in use	32,488	29,000
Exploration and evaluation	1,950	2,239
Other	892	775
	50,790	52,026
Movement in the deferred tax liability
Balance at the beginning of the year	52,026	57,577
Charged/(credited) to the Statement of comprehensive income	2,916	(6,878)
Translation difference movement	(4,152)	1,327
	50,790	52,026

ACCOUNTING POLICY

Deferred income tax is provided in full, using the balance sheet full liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affect neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the year and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

13.Interest-bearing liabilities

	At:
	30 June 2021 \$'000	30 June 2020 \$'000
Revolving cash advance facility—current portion	-	-
Revolving cash advance facility—non-current portion	133,199	217,667
	133,199	217,667
Reconciliation of interest-bearing liabilities
Balance at the beginning of the period	217,667	44,827
Drawdowns	-	226,534
Interest	8,352	-
Repayments	(74,517)	(45,518)
Translation difference movement	(18,303)	(8,176)
	133,199	217,667

A total of \$6.9 million of interest was capitalised into the Yaouré Mine Properties during the year.

100% of the interest incurred on the facility during the period of development of the Yaouré Gold Mine was capitalised.

The revolving corporate cash advance facility (Corporate Facility) is secured over the following assets:

all of the assets of Perseus Mining Limited and Occidental Gold Pty Ltd;
Kojina Resources Ltd's shares held in Perseus Mining (Ghana) Limited ('PMGL');
all assets of Amara Mining Limited, Amara Mining (Côte d'Ivoire) Ltd and Perseus Côte d'Ivoire Limited; and
refining agreements of PMGL, Perseus Mining Côte d'Ivoire S.A. ('PMCI') and Perseus Mining Yaouré S.A. ('PMY').

Information about the group's exposure to interest rate and foreign currency changes is provided in note 15.

ACCOUNTING POLICY

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the year.

14.Issued capital and reserves

(A) ISSUED AND PAID-UP SHARE CAPITAL

	30 June 2021		30 June 2020
	\$'000	Number	\$'000	Number
For the year ending:
Balance at the start of the period	776,564	1,168,055,480	776,564	1,167,447,147
Exercise of vested performance rights	-	10,603,017	-	608,333
Acquisition of Exore Resources (Note 17)	73,848	47,798,272	-
Balance at the end of the year	850,412	1,226,456,769	776,564	1,168,055,480

ACCOUNTING POLICY

Ordinary shares are classified as equity and incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. If the company reacquires its own equity instruments for the purpose of reducing its issued capital, for example as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of tax) is recognised directly in equity.

(B) PERFORMANCE RIGHTS

The consolidated entity measures the cost of equity-settled transactions with employees and consultants by reference to the fair value of the equity instruments at the date at which they were granted. The fair value of performance rights granted is determined using a Monte Carlo simulation model. Refer to Note 22 for further details.

(C) ORDINARY SHARES

Ordinary shares entitle the holder to participate in dividends as declared and, in the event of winding up of the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the company.

(D) NATURE AND PURPOSE OF RESERVES

A summary of the transactions impacting each reserve has been disclosed in the statement of changes in equity.

Share-based payment reserve

The share-based payments reserve is used to record performance rights issued but not exercised.

Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity along with Perseus's share of the movement in its associate's foreign currency translation reserve.

Non-controlling interest's reserve

The non-controlling interest's reserve records the difference between the fair value of the amount by which the non-controlling interests were adjusted to record their initial relative interest and the consideration paid.

Hedge reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedges related to hedged transactions that have not yet occurred. At 30 June 2021, the balance on this reserve is now \$nil, as (refer to discussion in the 'Price Risk' section of Note 15) all the cash-flow hedges have now been settled.

Asset revaluation reserve

The asset revaluation reserve is used to record the revaluation of the investment in Manas Resources Limited and Amani Gold Limited to fair value as the investment is designated as financial assets at fair value through other comprehensive income.

15.Financial Risk Management

Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the group as at 30 June 2021 and 30 June 2020.

	At:
	At 30 June 2021		At 30 June 2020
	Amortised costs \$'000	Fair value through Other Comprehensive Income \$'000	Amortised costs \$'000	Fair value through Other Comprehensive Income \$'000
Current financial assets
Receivables	10,917	-	12,740	-
Non-current financial assets
Receivables	8,605	-	6,838	-
Equity investments	-	797	—	667
	8,605	797	6,838	667

Total financial assets	19,522	797	19,578	667
Current financial liabilities
Payables	120,043	-	100,110	-
Interest-bearing liabilities	-	-	—	-
Derivatives	-	-	—	6,105
	120,043	-	100,110	6,105
Non-current financial liabilities
Interest-bearing liabilities	133,199	-	217,667	-

Total financial liabilities	253,242	-	317,777	6,105

The group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk, liquidity risk and equity price risk. The group therefore has an overall risk management program that focuses on the unpredictability of financial and precious metal commodity markets and seeks to minimise potential adverse effects on the financial performance of the group.

The group uses different methods to measure different types of risk to which it is exposed including sensitivity analysis in the case of interest rate, foreign exchange and other price risks and aging analysis for credit risk. The group then uses derivative financial instruments such as forward metal and forward metal option contracts to hedge certain risk exposures.

Financial risk management is carried out by the finance area of the group under policies approved by the board of directors with identification, evaluation and hedging of financial and commodity risks being undertaken in close co-operation with the group's operating units. The board provides written principles for overall enterprise risk management as well as written policies covering specific areas such as use of derivative financial instruments and investment of excess liquidity.

Market risk

Foreign exchange risk

The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar (USD), West African CFA franc (XOF) and Ghanaian cedi (GHS). Foreign exchange risk arises from commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. The group is also exposed to foreign exchange risk arising from the translation of its foreign operations, the group's investments in its subsidiaries are not hedged as those currency positions are considered long term in nature. In addition, head-office entities hold intercompany receivables from the foreign subsidiaries denominated in USD which are eliminated on consolidation. The gains or losses on re-measurement of these intercompany receivables from USD to AUD are not eliminated on consolidation as those loans are not considered to be part of the net investment in the subsidiaries.

The group's exposure to foreign currency risk at 30 June 2021 and 2020, expressed in Australian dollars, was as follows:

15.Financial Risk Management (continued)

	USD \$'000	XOF \$'000	GHS \$'000	EUR \$'000	ZAR \$'000	GBP \$'000
At 30 June 2021:
Financial assets
Cash and equivalents	50,486	74,340	8,558	15,204	-	-
Receivables	3,839	3,020	4,005	-	-	-
	54,325	77,360	12,563	15,204	-	-
Financial liabilities
Payables	43,743	70,059	3,455	-	-	-
Interest-bearing liabilities	133,199	-	-	-	-	-
	176,942	70,059	3,455	-	-	-
At 30 June 2020:
Financial assets
Cash and equivalents	127,142	-	1,120	808	-	-
Receivables	51	-	6,549	-	-	-
	127,193	-	7,669	808	-	-
Financial liabilities
Payables	35,649	-	4,528	439	426	185
Derivatives	6,105	-	-	-	-	-
Interest-bearing liabilities	217,667	-	-	-	-	-
	259,421	-	4,528	439	426	185

Sensitivity

The following table summarises the sensitivity of financial instruments held at balance date to movement in the exchange rate of the AUD to the USD with all other variables held constant, including the impact of the foreign exchange movement on the inter-company loans of \$561.8 million (2020: \$383.4 million). The sensitivity is based on management's estimate of reasonably possible changes over a financial year.

Estimated impact on profit before tax for the year ending:

	30 June 2021 \$'000	30 June 2020 \$'000
AUD strengthens against USD by 10%	(51,069)	(13,421)
AUD weakens against USD by 10%	62,418	17,139

The group's exposure to other foreign exchange movements is not material.

Price risk

The group is exposed to commodity price risk for its future gold production. These risks are measured using sensitivity analysis and cash flow forecasting and to manage exposures the group enters into two forms of contract, forward sales contracts, and spot deferred contracts. The group's policy is to hedge no more than 40% of anticipated gold sales in the subsequent 12 months, no more than 30% of anticipated gold sales in the 12 months subsequent to that first 12 months, and no more than 20% for the 12 months after that, and overall, no more than 30% over the entire 3 year period. In the past, these contracts have been split between:

Derivatives for which a balance in the Statement of Financial Position has been recognised, and hedge accounting applied; and
Contracts into which the Group delivered directly, and which therefore met the 'own-use' exemption and thus were not recognised as financial instruments.

During the financial year, the last of the derivative instruments were settled, and going forward the group anticipates only using contracts that satisfy the 'own-use' exemption.

15.Financial Risk Management (continued)

At the end of the year, the group had a total of 186,313 ounces of forward metal contracts in place over approximately 37% of anticipated monthly gold production from 1 July 2021 through to 30 June 2022, and 24,000 ounces of forward metal contracts in place over approximately 4% of anticipated monthly gold production from 1 July 2022 through to 30 June 2023. In addition, the group also held 90,441 ounces of spot deferred sales contracts that will be rolled out from 2022 to 2024 and represent 6% of anticipated gold production over that period. In total, the group held 300,754 ounces of sales contracts representing 19% of anticipated production over the next three years.

Since all contracts will be settled through physical delivery, none are brought onto the balance sheet as derivatives, and therefore changes in their fair value do not directly impact profit & loss.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The group's exposure to the risk of changes in market interest rates relates primarily to the group's debt obligations which have floating interest rates. At the end of the year the group's interest rate risk exposure and the weighted average interest rate for each class of financial assets and liabilities was:

	Weighted average effective interest rate	Fixed interest rate \$'000	Floating interest rate \$'000	Non interest bearing \$'000	Total \$'000
At 30 June 2021:
Financial assets
Cash and equivalents	0.0%	-	-	181,545	181,545
Security deposits	0.0%	-	-	8,605	8,605
		-	-	190,150	190,150
Financial liabilities
Interest-bearing liabilities	4.075%	-	133,199	-	133,199
At 30 June 2020: Financial assets
Cash and equivalents	0.9%	-	168,673	49,493	218,166
Security deposits	0.0%	-	-	6,838	6,838
Financial liabilities			168,673	56,331	225,004
Interest-bearing liabilities	5%	-	217,667	-	217,667

Sensitivity

If interest rates were to move up by 1% point with all other variables held constant, then the pre-tax impact on the group's profit as well as total equity would be a movement of \$0.1 million (30 June 2019: \$0.5 million), a 1% decrease would be a movement of \$0.1 million (30 June 2019: \$0.5 million).

Credit risk

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted under a financial instrument resulting in a financial loss to the group and arises from deposits with banks and financial institutions, favourable derivative financial instruments as well as credit exposures to customers including outstanding receivables and committed transactions. For banks and financial institutions, only independent parties with a minimum credit rating of 'A' are accepted.

The carrying amount the group's financial assets, represents the maximum credit exposure.

Liquidity risk

Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group's approach to managing liquidity is to ensure, that as far as possible, it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group's reputation.

The group manages liquidity risk by maintaining adequate cash reserves by continuously monitoring forecast and actual cash flows, matching maturity profiles of financial assets and financial liabilities, and by ensuring that surplus funds are generally only invested in instruments that are tradable in highly liquid markets or that can be relinquished with minimal risk of loss.

15.Financial Risk Management (continued)

Maturities of financial liabilities

The tables below analyse the group's financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows.

	< 6 months \$'000	6 months – 1 year \$'000	1 – 2 years \$'000	2 – 5 years \$'000	> 5 years \$'000	Total contractual cash flows \$'000
At 30 June 2021:
Payables	120,044	-	-	-	-	120,044
Interest-bearing liabilities	3,453	3,397	73,449	70,053	-	150,352
	123,497	3,397	73,449	70,053	-	270,396
At 30 June 2020:
Payables	100,110	-	-	-	-	100,110
Interest-bearing liabilities	5,643	5,581	11,193	235,423	-	257,840
	105,753	5,581	11,193	235,423	-	357,950

Fair Value of financial instruments

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, and based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 Quoted market prices in an active market (that are unadjusted) for identical assets or liabilities.

Level 2 Valuation techniques (for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable).

Level 3 Valuation techniques (for which the lowest level input that is significant to the fair value measurement is unobservable).

For financial instruments that are recognised at fair value on a recurring basis, the group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There were no transfers between categories during the year.

The following table presents the group's financial instruments measured and recognised at fair value:

	Level 1 \$'000	Level 2 \$'000	Level 3 \$'000	Total \$'000
At 30 June 2021:
Financial assets
Investments	797	-	-	797
At 30 June 2020:
Financial assets
Investments	667	-	-	667
Financial liabilities
Derivatives	-	6,105	-	6,105

Valuation techniques

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and listed securities) is based on quoted market prices at the end of the year. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates. The valuation techniques include forward pricing using present value calculations. The models incorporate various inputs including the credit quality of counterparties and forward rate curves of the underlying commodity. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

15.Financial Risk Management (continued)

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Specific valuation techniques used to value financial instruments include:

Quoted market prices or dealer quotes for similar instruments.
The fair value of forward exchange contracts is determined using forward exchange market rates at the end of the year.
Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.

The net fair value of cash and cash equivalents and non-interest-bearing financial assets and liabilities of the group approximate their carrying values. The carrying values (less impairment provision if provided) of trade receivables and payable are assumed to approximate their fair values due to their short-term nature.

Equity price risk

The group's investments in listed shares, which are classified as financial assets at fair value through other comprehensive income, is susceptible to market price risk arising from uncertainties about future values of the investment securities. At the reporting date, the exposure to listed equity securities at fair value was \$0.8 million (30 June 2020: \$0.7 million). A decrease of 10% on the share prices of the listed investments would have a negative impact of approximately \$0.08 million on the income or equity attributable to the group, depending on whether the decline is prolonged. An increase of 10% in the value of the listed securities would impact equity by \$0.08 million but would not have an effect on the profit or loss.

Capital Management

The US\$150 million revolving corporate cash advance facility is a secured facility provided by a consortium of three international banks comprising of Macquarie Bank Limited from Australia, Nedbank Limited (acting through its Nedbank Corporate and Investment Banking Division) from South Africa and Société Générale of France. The amount outstanding on the facility was US\$100 million as at 30 June 2021 following total principal repayments during the year of US\$50 million.

Management controls the capital of the group to ensure that the group can fund its operations in an efficient and timely basis and continue as a going concern. Due to the funding provided by the consortium, the group is required to hold a minimum liquid assets balance of US\$15.0 million. Management effectively manages the group's capital by assessing the group's cash projections up to twenty-four months in the future and any associated financial risks. Management will adjust the group's capital structure in response to changes in these risks and in the market. There have been no changes in the strategy adopted by management to control the capital of the group since the prior year.

ACCOUNTING POLICY

Measurement

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Current/non-current classification

The group presents assets and liabilities in statement of financial position based on current/non-current classification. An asset is current when it is either:

Expected to be realised within 12 months after the year-end.
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the year-end.

All other assets are classified as non-current.

A liability is current when either:

It is due to be settled within 12 months after the year-end.
There is no unconditional right to defer the settlement of the liability for at least 12 months after year-end.

The group classifies all other liabilities as non-current.

16.Subsidiaries

The parent entity of the group is Perseus Mining Limited, incorporated in Australia, which has the following direct and indirect subsidiaries. New subsidiaries brought into the group in the year as a result of the Exore transaction are marked with an asterisk (*). Other new subsidiaries in the year are marked with a dagger (†).

Name of subsidiary	Place of incorporation	Beneficial interest %
Direct subsidiaries
Occidental Gold Pty Ltd	Australia	100%
Centash Holdings Pty Limited	Australia	100%
Perseus Ghana Holdings Pty Ltd	Australia	100%
Perseus Canada Ltd	Canada	100%
Sun Gold Resources Ltd	Ghana	100%
Kojina Resources Ltd	Ghana	100%
Amara Mining Limited	United Kingdom	100%
Perseus Côte d'Ivoire Limited	United Kingdom	100%
Perseus ERX Holdings Pty Ltd *	Australia	100%
Perseus Mali Holdings Pty Ltd †	Australia	100%
Perseus Corporate Finance Pty Ltd †	Australia	100%
Perseus Mining Services Pty Ltd †	Australia	100%
Roberts Road Insurance Company Limited †	Guernsey	100%
Indirect subsidiaries
Perseus Mining (Ghana) Limited	Ghana	90%
Perseus Ghana Exploration Limited	Ghana	100%
Occidental Gold SARL	Côte d'Ivoire	100%
Perseus Mining Côte d'Ivoire SA	Côte d'Ivoire	86%
Perex SARL	Côte d'Ivoire	100%
Perseus Services SARL	Côte d'Ivoire	100%
Amara Mining (Côte d'Ivoire) Limited	United Kingdom	100%
Perseus Yaouré SARL	Côte d'Ivoire	100%
Yaouré Mining SA	Côte d'Ivoire	90%
Perseus Mining Yaouré SA	Côte d'Ivoire	90%
Slipstream LP Pty Ltd *	Australia	100%
Perseus DS JV Pty Ltd *	Australia	100%
Perseus CDI No 1 Pty Ltd *	Australia	100%
Perseus CDI No 2 Pty Ltd *	Australia	100%
Aspire Nord Cote d'Ivoire SARL *	Côte d'Ivoire	100%
Perseus CDI Nord SARL *	Côte d'Ivoire	100%
Perseus Mali Exploration SARL †	Côte d'Ivoire	100%

The governments of both Côte d'Ivoire and Ghana hold a 10% free-carried interest over the operating mining entities. In addition, 4% of the ownership of Perseus Mining Côte d'Ivoire SA (which operates Sissingué) is held by other local interests. Other than those noted above, there have been no changes in ownership interests during the year.

17.Acquisition of Exore Resources Limited

During the year, the group acquired 100% of the issued share capital of Exore Resources Limited ('Exore') via a scheme of arrangement. Exore was an Australian public company listed on the Australian Securities Exchange, which, through its subsidiaries, held exploration interests over approximately 2,000km2 near to the Sissingué Gold Mine. Included within this land package is the Bagoé Project.

Court approval for the scheme was granted 15 September 2020 which is the deemed acquisition date for accounting purposes. The acquisition was implemented, and the new shares were issued to the previous shareholders of Exore on 25 September 2020.

The acquisition is not accounted for as a business combination, as the nature of the activities of Exore did not constitute an integrated set of activities and assets that are capable of being conducted and managed for the purpose of providing a return, nor were the acquired assets and processes capable at the time of acquisition of producing intended output, namely the production of gold in a saleable form. Management applied the 'concentration test' as allowed under AASB3 Business Combinations to make the assessment that Exore was not a business and therefore the acquisition did not constitute a business combination.

The acquisition is instead accounted for as the acquisition of the net assets of the group headed by Exore. The consideration paid was in the form of 47,798,272 ordinary Perseus Mining Limited shares, at a share price at acquisition date of \$1.545 per share. In addition, transaction costs incurred by the entity were \$956,635 therefore the total fair value of the consideration paid was \$74,804,965.

The assets and liabilities acquired at fair value were as follows:

	Fair value \$'000
Cash	1,965
Trade and other debtors	209
Property, plant, and equipment, and right of use assets	252
Mineral interest acquisition and exploration expenditure	72,827
Trade and other creditors, including lease liabilities	(402)
Provisions	(46)
	74,805

The acquisition of Exore Resources Limited resulted in the following companies becoming direct or indirect subsidiaries of the Company and therefore part of the group:

Original name of company	Subsequently renamed company	Country of incorporation
Exore Resources Limited	Perseus ERX Holdings Pty Ltd	Australia
Slipstream LP Pty Ltd	n/a	Australia
Exore Resources DS JV Pty Ltd	Perseus DS JV Pty Ltd	Australia
Exore Resources Cote d'Ivoire No 1 Pty Ltd	Perseus CDI No 1 Pty Ltd	Australia
Exore Resources Cote d'Ivoire No 2 Pty Ltd	Perseus CDI No 2 Pty Ltd	Australia
Aspire Nord Cote d'Ivoire SARL	n/a	Côte d'Ivoire
Exore Resources Cote d'Ivoire SARL	Perseus CDI Nord SARL	Côte d'Ivoire

In addition to the above, which all became 100%-owned subsidiaries of the group, the group also gained a 35% shareholding in Exore Resources CDI DSR No 1 SARL.

18.Parent entity disclosures

	30 June 2021 \$'000	30 June 2020 \$'000
Company Statement of Financial Position
Assets
Current assets	52,679	139,303
Non-current assets	855,654	838,217
	908,333	977,520
Liabilities
Current liabilities	3,555	7,021
Non-current liabilities	134,218	219,001
	137,773	226,022
Equity
Issued capital	850,431	776,583
(Accumulated losses) / retained earnings	(113,197)	(53,388)
Asset revaluation reserve	(3,948)	(4,283)
Share-based payments reserve	37,274	32,586
	770,560	751,498

Loss for the year	(59,809)	(17,842)
Total comprehensive loss for the year	(59,474)	(17,842)

There were no contingent liabilities of the parent entity at 30 June 2021.
There were no commitments to acquire property, plant and equipment by the parent entity at 30 June 2021.

ACCOUNTING POLICY

The financial information for the parent entity, Perseus Mining Limited has been prepared on the same basis as the consolidated financial statements, except for the following items:

Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Perseus Mining Limited. Dividends received from associates are recognised in the parent entity's profit or loss, rather than being deducted from the carrying amount of these investments.
The fair value of employee services received in a share-based payment transaction, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity.

19.Related party transactions

The group has a related-party relationship with its subsidiaries included in note 16, and its Key Management Personnel. The group had no transactions with Related Parties outside of these groups. Details of compensation payable to the Key Management Personnel are included in the Remuneration Report on pages 39 to 52, within the Directors Report, and is summarised below:

	30 June 2021 \$'000	30 June 2020 \$'000
Short-term employee benefits	4,326	4,943
Long-term employee benefits	(36)	51
Post-employment benefits	174	155
Termination payments	179	-
Share-based payments	1,823	1,688
	6,466	6,837

20.Remuneration of auditors

	30 June 2021 \$'000	30 June 2020 \$'000
Amounts to PricewaterhouseCoopers (Australia)
Audit & review of the financial reports of the group	136	118
Non-audit services	147	-
Amounts to PricewaterhouseCoopers (overseas firms)
Audit & review of financial report of the group, and local statutory audits	167	132
Non-audit services	42	-
Amounts to MHA Macintyre Hudson (overseas firms)
Audit & review of the financial reports of local statutory accounts	10	-
Amounts to BDO (overseas firms)
Audit & review of the financial reports of local statutory accounts	-	14
Non-audit services	-	14
Amounts to Ernst & Young (Australia)
Non-audit services		9
	502	287

21.Cash flows from operating activities

Reconciliation of the profit from ordinary activities to net cash provided in operating activities:

	30 June 2021 \$'000	30 June 2020 \$'000
Profit from ordinary activities after income tax	139,378	94,423
Add back non-cash items:
Depreciation and amortisation	104,824	134,057
Foreign currency loss/(gain)	4,458	(13,755)
Loss on disposal of investment	-	41
Share based payments	4,471	4,525
Impairment and write-offs	6,822	4,803
Borrowing costs	5,260	15,493
Unrealised derivative (gain) / loss	-	(2,723)
Change in operating assets and liabilities:
Decrease in net tax balances	2,788	5,724
Increase in inventories	(10,506)	(23,332)
Add back: inventories upon commencement of Yaouré	39,023	-
Decrease in receivables	(12,857)	541
(Increase) / decrease in other assets	(3,826)	(14,207)
Increase / (decrease) in payables	22,889	6,830
Increase in provision	(706)	371
Net cash from operating activities	302,018	212,791

22.Share-based payments

Performance rights were issued to directors and employees of the company under the terms of the company's Performance Rights Plan approved by shareholders in November 2020 as disclosed in the remuneration report under the heading 'LTI'. These performance rights were issued at nil consideration and each performance right will convert to an ordinary share upon satisfaction of vesting criteria.

The following table illustrates the number and movements in performance rights during FY2021 under the Plan:

Grate	Vesting	Expiry	Balance at start of period	Granted during the period	Exercised during the period	Forfeited during the period	Balance at end of the period	Vested and exercise able at end of period
date	date	date	Number	Number	Number	Number	Number	Number
	Issued to Directors—Long-Term Incentives
25-Nov-16	30-Jun-19	25-Nov-23	333,333	-	(333,333)	-	-	-
24-Nov-17	30-Jun-20	24-Nov-24	2,233,334	-	(2,233,334)	-	-	-
28-Nov-18	31-Dec-21	28-Nov-25	733,333	-	(400,000)	-	333,333	-
29-Nov-19	30-Jun-22	29-Nov-26	1,346,500	-	-	-	1,346,500	-
26-Nov-20	30-Jun-23	26-Nov-27	-	632,960	-	-	632,960	-
	Issued to Directors—Short-Term Incentives
26-Nov-20	30-Jun-21	26-Nov-27	-	65,448	-	-	65,448	-
	Issued to Others—Long-Term Incentives
03-Aug-17	30-Jun-20	03-Aug-24	8,083,334	-	(7,308,334)	-	775,000	775,000
07-May-19	31-Dec-21	07-May-26	6,758,333	-	(300,000)	(2,050,000)	4,408,333	-
27-Jun-19	31-Dec-21	27-Jun-26	4,700,000	-	-	(500,000)	4,200,000	-
26-Sep-19	30-Jun-22	26-Sep-26	9,858,700	-	-	(2,244,200)	7,614,500	-
26-Aug-20	30-Jun-23	26-Aug-27	-	4,189,611	-	(744,444)	3,445,167	-
14-Apr-21	30-Jun-23	14-Apr-28	-	1,000,000	-	-	1,000,000	-
	Issued to Others—Short-Term Incentives
29-Jul-20	30-Jun-21	29-Jul-27	-	239,978	(28,106)	(16,740)	195,132	-
			34,046,867	6,127,997	(10,603,107)	(5,555,384)	24,016,373	775,000

The following table illustrates the number and movements in performance rights during FY2020 under the Plan:

Grate	Vesting	Expiry	Balance at start of period	Granted during the period	Exercised during the period	Forfeited during the period	Balance at end of the period	Vested and exercise able at end of period
date	date	date	Number	Number	Number	Number	Number	Number
	Issued to Directors—Long-Term Incentives
25-Nov-16	30-Jun-19	25-Nov-23	533,333	-	(200,000)	-	333,333	-
24-Nov-17	30-Jun-20	24-Nov-24	2,233,334	-	-	-	2,233,334	-
28-Nov-18	31-Dec-21	28-Nov-25	733,333	-	-	-	733,333	-
29-Nov-19	30-Jun-22	29-Nov-26	-	1,346,500	-	-	1,346,500	-
	Issued to Others—Short-Term Incentives
12-Oct-16	30-Jun-20	12-Oct-23	333,333	-	(333,333)	-	-	-
03-Aug-17	30-Jun-20	03-Aug-24	8,358,334	-	(75,000)	(200,000)	8,083,334	-
07-May-19	31-Dec-21	07-May-26	6,758,333			-	6,758,333	-
27-Jun-19	31-Dec-21	27-Jun-26	5,000,000			(300,000)	4,700,000	-
26-Sep-19	30-Jun-22	26-Sep-26	-	9,858,700	-	-	9,858,700	-
			23,950,000	11,205,200	(608,333)	(500,000)	34,046,867	-

The weighted average exercise price of all performance rights granted was nil.

The fair value of the equity-settled performance rights granted under the Performance Rights Plan is estimated as at the date of grant using a Monte Carlo model taking into account the terms and conditions upon which the performance rights were granted.

The following table lists the inputs to the model used for the Long-Term Incentive performance rights in existence during the year ended 30 June 2021.

22.Share-based payments (continued)

Grate date	Exercise price	Expected life of performance rights (years)	Price of underlying shares at grant date	Volatility (%) – Perseus share price	Volatility (%) – peer group range	Dividends expected on shares	Risk-free interest rate (%) - range	Performance period to:
3-Aug-17	Nil	2.9	\$0.29	48.6%	5.0% - 78.1%	Nil	1.90%	30 Jun 20
24-Nov-17	Nil	2.6	\$0.33	78.0%	1.2% - 82.8%	Nil	1.90%	30 Jun 20
28-Nov-18	Nil	3.1	\$0.36	71.6%	40.8% - 95.0%	Nil	2.09%	31-Dec-21
7-May-19	Nil	2.7	\$0.44	60.0%	40.8% - 82.1%	Nil	1.27%	31-Dec-21
27-Jun-19	Nil	2.5	\$0.59	53.5%	38.2% - 90.8%	Nil	0.89%	31-Dec-21
26-Sep-19	Nil	2.8	\$0.74	54.2%	38.4%-81.0%	Nil	0.67%	30-Jun-22
29-Nov-19	Nil	2.6	\$0.87	58.9%	32.3%-78.7%	Nil	0.59%	30-Jun-22
26-Aug-20	Nil	2.8	\$1.37	58.3%	42.9%-59.8%	Nil	0.28%	30-Jun-23
26-Nov-20	Nil	2.6	\$1.13	58.5%	43.5%-65.5%	Nil	0.10%	30-Jun-23
14-Apr-21	Nil	2.2	\$1.27	59.7	45.0%-63.3%	Nil	0.16%	30-Jun-23

The expected life of the performance rights is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumptions that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. Refer to table 5 of the remuneration report for the fair value of the performance rights at the grant date.

23.Summary of other significant accounting policies

Principles of consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Perseus Mining Limited (the 'company' or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended.

Subsidiaries are all entities (including special purpose entities) controlled by the group. The group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity.

Subsidiaries are fully consolidated from the date in which control is transferred to the group. They are de-consolidated from the date that control ceases.

The acquisition method of accounting is used to account for the acquisition of subsidiaries by the group.

Intercompany transactions and balances are eliminated. However, where intercompany loans are denominated in a currency that is not the functional currency of an entity, that entity may recognise foreign exchange losses that are not eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of the subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income, statement of changes in equity and statement of financial position respectively.

Changes in ownership interests

The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interest and any consideration paid or received is recognised within equity attributable to owners of the parent entity.

When the group ceases to have control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint controlled entity or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

If the ownership interest in a jointly-controlled entity or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

23.Summary of other significant accounting policies

Foreign currency transactions and balances

Functional and presentation currency

Items included in the financial statements of each entity within the group are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars, which is the company's functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses that relate to borrowings are presented in the statement of comprehensive income, within finance costs. All other foreign exchange gains and losses are presented in the statement of comprehensive income on a net basis.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value was determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other comprehensive income or profit or loss, respectively).

Group companies

The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

assets and liabilities for each statement of financial position are translated at the closing rate at the balance date;
income and expenses for each statement of comprehensive income are translated at average exchange rates; and
all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the income statement.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented in the translation reserve in equity.

Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

24.Contingencies

Consistent with industry practice in Ghana, Perseus Mining (Ghana) Limited is currently undergoing a direct tax audit in connection with the periods from 30 June 2010 to 30 June 2017. A formal report was issued by GRA during the previous financial year, and various outstanding matters are going through the formal appeals process. Based on management's understanding of the matters currently under discussion, they do not believe that the Group will ultimately have any material exposure as a result of the current tax audit.

24.Contingencies (continued)

Perseus has agreed compensation with about two thirds of the land owners affected by the Yaouré Gold Mine at a rate endorsed by the authorities. The remaining one third are seeking a significantly larger compensation rate and the administrative process prescribed by the Ivorian mining legislation to be followed if agreement cannot be reached has been initiated. In parallel, the remaining land owners have commenced a number of legal actions in the Ivorian commercial court. Perseus has made submissions to the court that it should declare itself not legally competent to hear the case based on the fact that a prescribed administrative process exists and is being followed, also making reference to a decision by the highest Ivorian court, the 'Cour de Cassation' which declared the commercial court not legally competent to hear a very similar case. Perseus expects the commercial court to declare itself not legally competent, but this outcome is not certain. If the court declares itself competent to hear the case and determine a rate, it is uncertain what rate would be applied. The administrative procedure had been started but was suspended pending resolution of the court cases. If the administrative procedure is completed, Perseus does not expect any exposure over and beyond the expected and budgeted rate, which is the rate already agreed with the majority of land owners.

25.Commitments

(A) EXPLORATION COMMITMENTS

With respect to the group's mineral property interests in Ghana and Côte d'Ivoire, statutory expenditure commitments specified by the mining legislation are nominal in monetary terms. However, as part of mineral licence application and renewal requirements, the group submits budgeted exploration expenditure. In assessing subsequent renewal applications, the mining authorities review actual expenditure against budgets previously submitted. The group's budget expenditures for future years are shown below. These amounts do not become legal obligations of the group and actual expenditure may and does vary depending on the outcome of actual exploration programs, and the costs and results from those programs.

	Consolidated
	30 June 2021 \$'000	30 June 2020 \$'000
Within one year	3,900	3,900
One year or later and not later than five years	14,600	14,800
Later than five years	-	-
	18,500	18,700

(B) GOLD DELIVERY COMMITMENTS

	Gold for physical delivery oz	Contracted sales price US\$/oz	Value of committed sales US\$'000
Within one year	276,754	1,574.50	435,751
Later than one but not later than five years	24,000	1,834.80	44,035

The 300,754 oz of gold sales commitments represents 19.0% of anticipated gold production over the next three years. Included in the 'within one year' category is 90,441oz of spot deferred contracts, which may, at the option of Perseus, be extended beyond 1 year.

Capital commitments

As the construction of Yaouré is complete, the contractual commitments in respect of the construction project that were disclosed in the 2020 annual financial report have been either settled or are recorded as liabilities as at 30 June 2021. Therefore, there are \$nil remaining commitments (at 30 June 2020: \$9,152,000).

26.Subsequent events

Subsequent to the end of the year, the following events occurred:

On 1 July 2021, 260,580 performance rights that had previously been issued to employees were vested under the terms of the Perseus Performance Rights Plan, of which 187,700 were subsequently exercised.
On 25 August 2021, the Board of Directors approved the implementation of a dividend policy and announced a maiden distribution by way of a shareholder approved capital reduction of A\$0.015 per share. This distribution is subject to shareholder approval.

DIRECTORS' DECLARATION

In the directors' opinion:

(a) the accompanying financial statements and notes are in accordance with the Corporations Act 2001 including
(i). giving a true and fair view of the consolidated entity's financial position as at 30 June 2021 and of its performance for the half-year ended on that date; and
(ii). complying with Accounting Standards, the Corporations Regulations 2001, and other mandatory professional reporting requirements; and
(b) there are reasonable grounds to believe that Perseus Mining Limited will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

Jeffrey Allan Quartermaine Managing Director and Chief Executive Officer

Perth, 25 August 2021

We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

Our audit approach

An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report.

PricewaterhouseCoopers, ABN 52 780 433 757 Brookfield Place, 125 St Georges Terrace, PERTH WA 6000, GPO Box D198, PERTH WA 6840 T: +61 8 9238 3000, F: +61 8 9238 3999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit and Risk Committee.

We performed the following procedures, Capitalisation of development expenditure for the Yaouré Gold Mine and transition to amongst others: commercial production (Refer to note 8) ● Inquiries with management, both locally and at the Group level, to understand The Group finalised development activities at its the process for capitalising expenditure Yaouré Gold Mine (YGM) in Cote d'Ivoire and associated with the Yaouré the YGM entered commercial production as at development activities. 31 March 2021. YGM will be a significant asset ● Risk assessment analytics over the in the context of the overall production and operational profile of the Group. relevant financial statement line items to understand movements in the balances During the financial year ended 30 June 2021, period on period in order to assist in the Group capitalised a significant level of identifying any additional areas of risk. development expenditure in relation to its development activities at YGM, before ● Developed an understanding of the transferring \$268.6m to mine properties and business process controls for the \$286.6m to property, plant and equipment as at classification of development 31 March 2021. expenditure. The date of commercial production establishes ● For a sample of capitalised costs, the point at which revenue from the sales of gold obtained the relevant invoices and and associated production costs are recognised supporting evidence to assess the in profit or loss and non-current assets are nature of the cost and whether depreciated or amortised over their useful lives. classification as an asset was appropriate. Whether commercial production is achieved depends on the outcome of a number of ● Performed targeted, risk-based testing subjective considerations by the Group, of manual journals posted to capitalise including production and processing at an expenditure. For a sample of manual acceptable level of design capacity, gold ounce journals, obtained the relevant recoveries at or near expected levels and the supporting documentation to assess the achievement of continuous production or other appropriateness of accounting treatment output criteria. and measurement.	Key audit matter	How our audit addressed the key audit matter

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2021, but does not include the financial report and our auditor's report thereon. Prior to the date of this auditor's report, the other information we obtained included the Corporate Directory, Review of Operations and the Directors' Report. We expect the remaining other information to be made available to us after the date of this auditor's report.

Our opinion on the financial report does not cover the other information and we do not and will not express an opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action to take.

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

The shareholder information set out below was applicable as at 10 September 2021.

SUBSTANTIAL SHAREHOLDERS

Holdings of substantial shareholders as advised to the Company are set out below.

Name of Holder	Number of Ordinary Shares
Van Eck Associates Corporation and associates	135,107,122
T. Rowe Price Associates, Inc.	62,016,803
The Vanguard Group, Inc. and associates	59,207,537

DISTRIBUTION OF HOLDERS OF EQUITY SECURITIES

Range	Number of Holders	Shares	% Shares
1 to 1,000	2,344	1,115,053	0.09
1,001 to 5,000	2,669	7,118,913	0.58
5,001 to 10,000	1,027	7,927,186	0.65
10,001 to 100,000	1,535	47,019,098	3.83
100,001 and over	218	1,163,789,320	94.85
	7,790

Unmarketable parcels

Range	Minimum Parcel Size	Holders	Shares
Minimum \$500.00 parcel size at \$1.44 per share	348	836	72,987

VOTING RIGHTS

The voting rights attaching to ordinary shares are governed by the Constitution. On a show of hands every person present who is a member or representative of a member shall have one vote and on a poll, every member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each share held.

TWENTY LARGEST SHAREHOLDERS

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	Number of Shares	% Held
HSBC Custody Nominees (Australia) Limited	527,814,040	43.02
JP Morgan Nominees Australia Pty Limited	228,664,223	18.64
Citicorp Nominees Pty Limited	115,787,005	9.44
BNP Paribas Nominees Pty Ltd ACF Clearstream	51,803,435	4.22
CDS & Co	28,631,271	2.33
BNP Paribas Nominees Pty Ltd	28,029,978	2.28
BNP Paribas Nominees Pty Ltd Six Sis Ltd <drp< td="">	27,633,928	2.25	27,633,928	2.25
BNP Paribas Noms Pty Ltd	22,169,130	1.81
National Nominees Limited	20,898,347	1.70
BNP Paribas Nominees Pty Ltd < IB AU Noms Retail Client DRP>	11,820,050	0.96
Vidacos Nominees Limited	10,967,820	0.89
HSBC Custody Nominees (Australia) Limited	10,403,317	0.85
Warbont Nominees Pty Ltd	4,787,971	0.39
Mr Richard Arthur Lockwood	3,135,000	0.26
Citicorp Nominees Pty Limited	3,108,755	0.25
AMP Life Limited	3,040,947	0.25
HSBC Custody Nominees (Australia) Limited	2,019,081	0.16
Mr Jeffrey Alan Quartermaine	1,865,448	0.15
Yarraandoo Pty Ltd	1,750,000	0.14
The Bank of New York (Nominees) Limited <365068>	1,699,762	0.14
	1,106,029,508	90.14

ADDITIONAL SHAREHOLDER INFORMATION

MINERAL CONCESSION INTERESTS AT 13 SEPTEMBER 2021

Concession name and type	Registered Holder	File/ Permit Number	Perseus's current equity interest	Maximum equity interest capable of being earned	Notes1
Location - Ghana
Edikan Gold Mine (EGM) Leases		ML6/15	90%	90%	2, 3
Ayanfuri mining lease Nanankaw mining lease	Perseus Mining (Ghana) Ltd ('PMGL')	ML3/2
Nsuaem Prospecting Licence	Perseus Mining (Ghana) Ltd	PL3/26	90%	90%	2
Dunkwa Prospecting Licence	Perseus Mining (Ghana) Ltd	PL3/27	90%	90%	2,6
Grumesa-Awisam Prospecting Licence	Sun Gold Resources Limited	PL2/30	90%	90%	4

Location – Côte d'Ivoire
Sissingué Exploitation Permit	Perseus Mining Côte d'Ivoire S.A.	PE39	86%	86%	4,5
Yaouré Exploitation Permit	Perseus Mining Yaouré S.A.	PE50	90%	90%
Fimbiasso Exploitation Permit	Occidental Gold s.a.r.l.	PE55	90%	90%	10
Yaouré West Exploration Permit	Perseus Yaouré s.a.r.l.	PR 615	90%	90%
Mahalé Exploration Permit	Occidental Gold s.a.r.l. (Occidental)	PR 259	90%	90%	8
M'Bengué East Exploration Permit	Occidental Gold s.a.r.l. (Occidental)	PR 272	90%	90%	9
Napié Exploration Permit	Occidental Gold s.a.r.l. (Occidental)	PR 281	80%	80%	7
Bagoé Exploration Permit	Aspire Nord s.a.r.l.	PR 321	90%	90%
Korhogo Exploration Permit	Aspire Nord s.a.r.l.	PR 320	90%	90%
Minignan Exploration Permit	Perex s.a.r.l.	PR 787	90%	90%
Kossou Exploration Permit	Perseus Yaouré s.a.r.l.	PR 853	90%	90%

Notes

1. The Governments of Ghana and Côte d'Ivoire are entitled to a 10% equity interest in mining companies owning projects. Perseus's quoted equity is after allowance for that national interest, which occurs when a new project company is established prior to commencement of mining. Production royalties are payable to the Governments of Ghana (5%) and Côte d'Ivoire (3-6% depending on the gold price).
1. A royalty of 0.25% of gold produced from the Edikan Gold Mine ('EGM') Licences and the Nsuaem and Dunkwa Licences is payable pursuant to the contract to purchase PMGL.
1. Under the terms of the contract to purchase the EGM Licences, PMGL is required to pay a 1.5% royalty on gold production.
1. A royalty of 0.5% of the value of minerals recovered from the licence is payable to the vendors of the exploration licence.
1. A royalty of US\$0.80 per ounce of gold produced from the licence is payable.
1. The Dunkwa licence is in the process of being split into three separate licences, to be named Dunkwa, Ahinforoso and Betenase. Perseus intends to surrender Dunkwa and Ahinforoso. An option agreement has been entered into with a Ghanaian subsidiary of Canadian explorer Asante Gold Limited in respect of the Betenase licence. Under the option agreement, Asante has the option to purchase the Betenase licence for a consideration of US\$1 million and a 0.75% net smelter royalty. In addition, Asante will assume the obligation to pay the royalty referred to in note 2 above in respect of the area of the former Dunkwa licence now covered by the Betenase licence.
1. Local joint venture partner AAIF has a 10% participating interest in Napié, free-carried to feasibility study completion, at which time AAIF can elect to dilute, sell its interest or revert to a 5% Net Profits Interest. Perseus subsidiary Occidental has also entered into a farm-in agreement with Australian explorer Mako Gold Limited pursuant to which Mako has the right to earn up to a pre-government 75% interest in the permit by sole funding until completion of a feasibility study. Mako currently has earned a 51% interest. The Government equity in a mining company will come proportionally from the interests of Occidental and Mako. In June 2021, Occidental entered into an agreement with Mako pursuant to which Mako will purchase the Napié permit from Occidental. The transfer of the permit is subject to approval from the Government of Côte d'Ivoire which has been applied for.
1. Occidental has been granted the Fimbiasso Exploitation Permit which has been carved-out from the Mahalé exploration permit.
1. Occidental was a party to a farm-in agreement with Australian explorer Manas Resources Limited (Recent renamed Turaco Gold Limited) pursuant to which Turaco had earned a 70% interest in the permit. Turaco has withdrawn from the agreement in September 2021.
1. The Fimbiasso Exploitation Permit is to be transferred to a special purpose exploitation company which is under incorporation.

Mineral permits and licences in which Perseus has an interest are subject to renewal from time to time in accordance with the relevant legislation of the governing jurisdiction and Perseus's compliance therewith.

perseusmining.com

AI assistant

PERSEUS MINING LIMITED — Annual Report 2021

46513_rns_2021-10-17_e5c9578f-15b0-431e-8d06-9dbaf9e89173.pdf

COMPANY HIGHLIGHTS

OUR VISION AND VALUES

OUR VISION:

OUR STRATEGY IN ACTION

OPERATING HIGHLIGHTS

FINANCIAL HIGHLIGHTS

GROWTH IN EARNINGS

GROWTH IN NET TANGIBLE ASSETS

CHAIRMAN'S ADDRESS

Dear Fellow Shareholder

MANAGING DIRECTOR'S ADDRESS

Dear Fellow Shareholder

SUSTAINABILITY HIGHLIGHTS

RISK MANAGEMENT

Enterprise Risk management

RISK MANAGEMENT (CONTINUED)

REVIEW OF OPERATIONS

Principal activities

Review of Operations

Table 1: Key financial operating statistics - group

Edikan, Ghana

OPERATIONS

Table 2: Key production statistics - Edikan

Table 3: Key financial operating statistics - Edikan

Edikan, Ghana (continued)

ESUAJAH SOUTH ("ESS") UNDERGROUND DEVELOPMENT PROJECT

EXPLORATION

EDIKAN GOLD MINE MINERAL RESOURCE ESTIMATE:

Edikan, Ghana (continued)

EDIKAN GOLD MINE MINERAL RESOURCE ESTIMATE: (continued)

Table 4: Edikan Measured and Indicated Mineral Resources – 30 June 2021 8,9,10

Table 5: Edikan Inferred Mineral Resources – 30 June 2021 7,8

Edikan, Ghana (continued)

EDIKAN GOLD MINE ORE RESERVE ESTIMATE

Table 6: Edikan Ore Reserves – 30 June 2021 6

Sissingué, Côte d'Ivoire

OPERATIONS

Table 7: Key production statistics - Sissingué

Table 8: Key financial operating statistics - Sissingué

Sissingué, Côte d'Ivoire (continued)

FIMBIASSO AND BAGOÉ SATELLITE DEPOSITS

EXPLORATION

BAGOÉ

REVIEW OFOPERATIONS (CONTINUED) REVIEW OF OPERATIONS (CONTINUED)

Sissingué, Côte d'Ivoire (continued)

COMBINED SISSINGUÉ, FIMBIASSO AND BAGOÉ MINERAL RESOURCE ESTIMATE

Table 9: Sissingué Measured and Indicated Mineral Resources – 30 June 2021 8,9,10

Table 10: Sissingué Inferred Mineral Resources – 30 June 2021 8,9

Sissingué, Côte d'Ivoire (continued)

COMBINED SISSINGUÉ, FIMBIASSO PROJECT, AND BAGOÉ PROJECT ORE RESERVE ESTIMATE

Table 11: Sissingué Ore Reserves – 30 June 20215,7

Yaouré, Côte d'Ivoire

OPERATIONS

Table 13: Key financial operating statistics - Yaouré

Yaouré, Côte d'Ivoire (continued)

BACK-UP POWER SUPPLY

EXPLORATION

Yaouré, Côte d'Ivoire (continued)

Yaouré, Côte d'Ivoire (continued)

YAOURÉ GOLD MINE MINERAL RESOURCE ESTIMATE

Table 14: Yaouré Indicated & Inferred Mineral Resources – 30 June 20217,8,9

Table 15: Yaouré Gold Mine Inferred Mineral Resources – 30 June 20217, 8

Notes

Yaouré, Côte d'Ivoire (continued)

YAOURÉ GOLD MINE ORE RESERVE ESTIMATE

Table 16: Yaouré Ore Reserves – 30 June 2021 5,7

Other exploration permits, Côte d'Ivoire

GROUP ORE RESERVES AND MINERAL RESOURCES

Table 17 Group Mineral Resources1,2

Table 18: Group Ore Reserves 1,2,3

GOVERNANCE AND INTERNAL CONTROLS FOR RESERVE AND RESOURCE ESTIMATES

FINANCIAL REPORT

DIRECTORS' REPORT

DIRECTORS

FINANCIAL RESULTS

Cash, bullion and investments

Debt finance

PERSEUS MINING LIMITED Annual Report 2021