PERSEUS MINING LIMITED — Annual Report 2023

Aug 31, 2023

ANNUAL FINANCIAL REPORT

DIRECTORS' REPORT	93
REMUNERATION REPORT	99
OTHER DISCLOSURES	112
COMPETENT PERSON STATEMENT	113
AUDITOR'S INDEPENDENCE DECLARATION	114
CONSOLIDATED FINANCIAL STATEMENTS	115
Consolidated Statement ofComprehensive Income	115
Consolidated Statement ofFinancial Position	116
Consolidated Statement ofChanges in Equity	117
Consolidated Statement ofCash Flows	118
Notes to the ConsolidatedFinancial Statements	119
Directors' Declaration	154
Independent Auditor's Report	155
ADDITIONAL SHAREHOLDER INFORMATION	160

A description of the nature of the consolidated entity's operations and its principal activities is included in the Review of Operations on pages 6 to 42, which is not part of these Consolidated 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.

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 2023 (the "year" or "FY23"). Perseus is a company limited by shares that is incorporated and domiciled in Australia. Unless noted otherwise, all amounts stated within the Directors' Report 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	Non-Executive Director
Ms Elissa Sarah Cornelius	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

FINANCIAL RESULTS

The Group recorded a profit after tax of $476.7 million for the year, compared to a profit after tax of $279.9 million in the previous financial year representing a $196.8 million improvement in performance. The financial results are predominantly due to the following key items:

• An increase in revenue resulting from higher gold prices combined with higher gold production arising from increased production at Edikan and sustained strong performance from Yaouré;
• A proportionately smaller increase in cost of sales due to the significant improvement from Edikan and continued strong performance from Yaouré, both of which have achieved excellent cash operating margins;
• An income tax expense of $92.1 million compared to a $0.2 million benefit in the prior year due to large profits at Edikan, coupled with withholding taxes paid on intercompany dividends paid out of Côte d'Ivoire;
• Depreciation and amortisation expense of $219.5 million, which is consistent with the previous financial year (2% increase);
• A write down and impairment expense of $9.4 million was taken to account compared with $43.4 million in FY22. The conflict in Sudan resulted in $7.6 million of assets being damaged and consequently written down in June 2023. The balance of the write down and impairment expense related to unsuccessful exploration of near-mine targets at both Sissingué and Edikan; and
• Finance costs decreased to $6.7 million from $9.7 million in the comparative period due to a decrease in interest expenses of $3.0 million as a result of the external debt being fully repaid.

A total of $648.3 million or 47.44 cents per share of net cash inflows from operating activities was generated during the year, resulting in a cash and bullion balance at year-end of $786.0 million, with no outstanding debt.

At 30 June 2023, the Company's net tangible assets amounted to $1,675 million, or $1.22 per share, approximately 41.1% more than at the end of the prior financial year.

CASH, BULLION AND INVESTMENTS

Based on the 30 June 2023 spot gold price of US$1,912 per ounce (30 June 2022: US$1,817 per ounce) and an A$:US$ exchange rate of 0.6642 at 30 June 2023 (30 June 2022: 0.6893), the total value of cash and bullion on hand at the end of the year was $786.0 million (30 June 2022: $475.8 million), including cash of $728.9 million (30 June 2022: $426.8 million) and 19,822 ounces of bullion on hand (30 June 2022: 18,589 ounces), valued at $57.1 million (30 June 2022: $49.0 million).

(continued)

DEBT FINANCE

During the period ended 30 June 2020, 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 FY23, this was fully repaid and Perseus refinanced its existing syndicated debt facility to a US$300 million revolving corporate facility, provided by a banking consortium consisting of six international banks comprising Macquarie Bank Limited from Australia; Nedbank Limited (acting through its Nedbank Corporate and Investment Banking Division); Absa Bank (Mauritius) Limited; Citibank, N.A., Sydney Branch; FirstRand Bank Limited (acting through its Rand Merchant Bank Division); and Standard Bank of South Africa Limited (Isle of Man Branch). This facility remains undrawn.

FINANCIAL POSITION

At 30 June 2023, the Group had net assets of $2,151.8 million (30 June 2022: $1,642.2 million) and an excess of current assets over current liabilities of $797 million (30 June 2022: $450.7 million). The Group's net assets increased compared with the prior year predominately due to an increase in its cash balance as a result of its strong operating margin, as well as an increase in its inventory balances, due to a buildup of stockpiles.

	30 JUNE 2023$'000	30 JUNE 2022$'000
Profit after tax	476,718	279,921
Increase in cash held	322,375	243,816
Net increase in bullion held1	8,070	22,358
Total assets	2,422,039	1,988,688
Shareholders' equity	2,151,818	1,642,157

Notes:

1. Based on the spot gold price of US$1,912 per ounce (30 June 2022: US$1,817 per ounce) and an A$:US$ exchange rate of 0.6642 at 30 June 2023 (30 June 2022: 0.6893), 19,822 ounces of bullion on hand (30 June 2022: 18,589 ounces), valued at $57.1 million (30 June 2022: $49.0 million).

DIVIDENDS PAID

Perseus made an FY22 final dividend payment amounting to $0.0164 per fully paid ordinary share.

Record date: 13 September 2022 Payment date: 12 October 2022

Perseus also made an FY23 interim dividend payment amounting to $0.0106 per fully paid ordinary share.

Record date: 8 March 2023 Payment date: 6 April 2023

DIVIDENDS DECLARED

Since the end of financial year 2023, the Directors have declared the payment of an FY23 final dividend amounting to $0.0248 per fully paid ordinary share.

Record date: 13 September 2023 Payment date: 12 October 2023

EQUITY CAPITAL RAISING

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

(continued)

OUTLOOK FOR DECEMEBER 2023 HALF YEAR

		PRODUCTION AND COST GUIDANCE
PARAMETER	UNITS	DECEMBER 2023HALF YEAR	CALENDAR YEAR2023
Group Gold Production	Ounces	242,500 - 272,500	509,409 – 539,500
Average All-In Site Costs	$US per ounce	1,080 - 1,190	1,035 - 1,085

EXTERNAL FACTORS AFFECTING THE GROUP RESULTS

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 Risk Management section on page 25 and in the Sustainable Development Report on page 28 as well as the Corporate Governance Statement which can be found on the Group's website.

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 Annual Financial Report or the Consolidated Financial Statements.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

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

• In July 2023, 5,904,365 performance rights that had previously been issued to employees vested under the terms of the Perseus Performance Rights Plan, of which 1,780,822 were subsequently exercised.
• In August 2023, an additional 225,000 performance rights were exercised.
• On 31 August 2023, the Board of Directors declared a final dividend of $0.0248 per share.

LIKELY DEVELOPMENTS

There are no likely developments to disclose in the Group's operations in future financial years.

ENVIRONMENTAL REGULATIONS

Located in Ghana, Côte d'Ivoire and Sudan, 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 midtier 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

FORMER DIRECTORSHIPS IN THE LAST 3 YEARS:

Serabi Gold plc: appointed 30 March 2011 and resigned 28 June 2022

Jeffrey Allan Quartermaine BE (CIVIL), MBA, FCPA MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

(Appointed 1 February 2013)

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 company-wide Energy Transition strategy to grow decarbonising businesses including hydrogen and renewables. 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.

OTHER CURRENT DIRECTORSHIPS:

SRG Global Ltd: appointed 25 October 2021

Leo Lithium Ltd appointed 21 April 2022

Elissa Sarah Cornelius CA, BCOMM.

NON-EXECUTIVE DIRECTOR

(Appointed 26 November 2020)

Ms Elissa Cornelius (née Brown) is a Chartered Accountant with a Bachelor of Commerce from Curtin University and over 20 years of experience in a range of financial roles with Australian and International companies. With over 15 years of 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. Elissa is also a Non-Executive Director of the Australia-Africa Minerals and Energy Group ("AAMEG"), the peak body representing Australian companies engaged in the development of Africa's resource industry. 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 currently the CEO and Managing Director of West African gold explorer DFR Gold Inc. 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:

Cornish Metals Inc: appointed 27 October 2020

DFR Gold Inc appointed 1 January 2022

FORMER DIRECTORSHIPS IN THE LAST 3 YEARS:

Caledonia Mining Plc: appointed 26 July 2016 and resigned 28 February 2022

Oriole Resources Plc: appointed 3 September 2018 and resigned 17 February 2022

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 was the Managing Director and Chief Executive Officer of the successful Australian nickel miner, Western Areas Ltd until its takeover by Independence Group. 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:

Blackstone Minerals Ltd: appointed 26 October 2022

American West Metals Ltd: appointed 9 November 2022

FORMER DIRECTORSHIPS IN THE LAST 3 YEARS:

Western Areas Ltd: appointed 19 May 2008 and resigned 20 June 2022

St Barbara Limited:

appointed 28 November 2022 and resigned 1 July 2023

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.

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 30 years of international inhouse 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.

Directors' MEETINGS

The number of meetings of the Directors and the number of meetings attended by each Director during the year ended 30 June 2023 were:

		FULL MEETINGSOF DIRECTORS		AUDITCOMMITTEEMEETINGS	REMUNERATIONCOMMITTEEMEETINGS		TECHNICALMEETINGS	COMMITTEE	MEETINGS	NOMINATIONSCOMMITTEE
DIRECTOR	A	B	A	B	A	B	A	B	A	B
T. S. Harvey	7	7	5	5	5	5	-	-	3	3
J. A. Quartermaine	7	7	-	-	-	-	-	-	3	3
A.J. Banfield	7	7	5	5	-	-	-	-	-	-
E.S. Cornelius	7	7	5	5	5	5	-	-	-	-
J. F. G. McGloin	7	7	-	-	5	5	5	5	-	-
D.R. Lougher	7	7	-	-	-	-	5	5	3	3
D.M. Ransom	7	7	-	-	-	-	5	5	-	-

Notes:

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:

DIRECTOR NAME	FULLY PAIDORDINARY SHARES	PERFORMANCERIGHTS
Non-Executive Directors
T. S. Harvey	750,000	-
A.J. Banfield	35,000	-
E.S. Cornelius	300,000	-
J. F. G. McGloin	641,400	-
D.R. Lougher	30,000	-
D.M. Ransom	77,973	-
Executive Director
J. A. Quartermaine	2,192,524	3,337,534

REMUNERATION REPORT (AUDITED)

This report outlines the remuneration arrangements in place for Perseus's Non-Executive Directors, the Managing Director and CEO and other Key Management Personnel ("KMP") for the financial year ended 30 June 2023 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.

ASSESSMENT OF KMP

KMP of the Group are defined, in accordance with AASB 124 Related Party Disclosures, as those people having authority and responsibility for planning, directing, and controlling the major activities of the Group, directly or indirectly, including all Directors of the Parent Company. During financial year 2023 ("FY23"), the KMP of the Group are as follows. Unless noted otherwise, individuals served in their capacity for the whole financial year:

Mr Sean Harvey	Non-Executive Chairman
Mr Jeffrey Quartermaine	Managing Director & Chief Executive Officer
Ms Amber Banfield	Non-Executive Director
Ms Elissa Cornelius	Non-Executive Director
Mr Daniel Lougher	Non-Executive Director
Mr John McGloin	Non-Executive Director
Mr David Ransom	Non-Executive Director
Mr Christopher Woodall	Chief Operating Officer	Until 31 May 2023
Mr David Schummer	Chief Operating Officer	From 1 June 2023
Ms Lee-Anne de Bruin	Chief Financial Officer
Mr Paul Thompson	Group General Manager – Business Growth	Until 30 September 2022
Mr Martijn Bosboom	General Counsel & Company Secretary

Mr Thompson relinquished his duties as Group General Manager – Business Growth on 30 September 2022. Since his departure, the department has been slightly restructured, and there is as a result no replacement for Mr Thompson as a KMP.

As disclosed in ASX Announcement of 30 January 2023 ("Change to Perseus's Senior Management Team") Mr Woodall has retired. Following a transition period, Mr David Schummer assumed responsibility for the Chief Operating Officer role on 1 June 2023. Mr Woodall however remains employed by the Company in a non-KMP capacity until 22 September 2023.

REPORT STRUCTURE

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

• 1. Principles used to determine the nature and amount of remuneration
• 1. Senior Leadership Remuneration Structure
• 1. FY23 Remuneration Outcomes
• 1. Service agreements
• 1. Share-based compensation
• 1. Additional information

1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION

REMUNERATION COMMITTEE

The Remuneration 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 the Senior Leadership Team with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality board and Senior Leadership 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 Remuneration Committee comprises 3 Non-Executive Directors, the majority of whom are independent. The Remuneration Committee is primarily responsible for making recommendations to the Board on:

• Non-Executive Directors' fees
• Managing Director and CEO and KMP's remuneration
• The over-arching Remuneration Framework and incentive plan policies

For further information on the Remuneration Committee's role, responsibilities, and membership, the reader is referred to the Remuneration Committee's charter which is available on www.perseusmining.com/ corporate-governance.

USE OF REMUNERATION ADVISORS

Independent remuneration consultants are engaged by the Remuneration 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 KMP during the financial year were based on recommendations made by independent remuneration consultants, Mercer Consulting (Australia) Pty Ltd ("Mercer"). During the financial year ended 30 June 2023, advice was sought from Mercer to benchmark Senior Leadership Team remuneration with an international group of Perseus's peers, both for the fixed salary components as well as the pay mix between salary and short- and long-term incentive schemes. Instructions and scope of terms for the engagement with Mercer were issued by the Chair of the Remuneration Committee. Total fees payable to Mercer for remuneration-related engagements during the year were $38,500. The Board was satisfied that the remuneration recommendations made by the consultants were made free from undue influence by the member or members of the KMP to whom the recommendations relate. The Board's reasons for stating so are:

• i) The instructions and terms were issued and set by the Remuneration Committee ;
• ii) The report findings and recommendations were issued directly to the Remuneration Committee ;
• iii) The fees were at rates commensurate with such professional services; and
• iv) The Remuneration Committee had satisfied itself that Mercer are qualified and well-credentialed firms for the purposes of such professional advice and are independent from Perseus.

POLICY ON DIRECTORS' AND KEY MANAGEMENT PERSONNEL'S REMUNERATION

Based on recommendations received, adjustments were made to executive remuneration from 1 July 2023:

• i) Fixed salaries of the KMP were found to be at or below the median with Perseus's peers; adjustments were made commencing 1 July 2023; and
• ii) KMP's short-term incentives ("STI") and long-term incentives ("LTI") were adjusted to alter the pay mix slightly to increase the KMP's at-risk component, in line with Perseus's international peers and market.

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 Remuneration Committee reviews the annual fees paid to Non-Executive Directors and makes recommendations to the Board. No review of Non-Executive Director fees was undertaken during the year. Any equity components of Non-Executive Directors' remuneration, including the issue of performance rights, are required to be approved by shareholders prior to award. At present, there is no equity component to the remuneration of Non-Executive Directors.

(continued)

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 $1,200,000 (excluding the value of approved share-based payments), a limit that was approved by shareholders at the 2022 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 the Managing Director as the time spent on board work and the responsibilities of board membership are considered in determining the remuneration package provided to the Managing Director as part of his normal employment conditions.

The remuneration of the Non-Executive Directors for the year ended 30 June 2023 is detailed below.

Table 1 - Annual Board and Committee fees payable to Non-Executive Directors
------------------------------------------------------------------------------	--	--

POSITION	ANNUAL FEES FROM1 JULY 2022$	ANNUAL FEES FROM1 JULY 2023$
Base fees
Chair	200,000	200,000
Other Non-Executive Directors	120,000	120,000
Additional fees
Audit and Risk Committee – Chair	20,000	20,000
Audit and Risk Committee – Member	10,000	10,000
Technical Committee – Chair	16,000	16,000
Technical Committee – Member	8,000	8,000
Remuneration Committee – Chair	14,000	14,000
Remuneration Committee - Member	7,000	7,000

DIRECTORS' RETIREMENT BENEFITS

No retirement benefits are paid to Non-Executive Directors other than the statutory superannuation contributions (if applicable) of 10.5% for the year ending 30 June 2023, required under Australian superannuation guarantee legislation.

2. SENIOR LEADERSHIP TEAM REMUNERATION STRUCTURE

Perseus aims to reward its Managing Director and CEO and other KMP 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 KMP
• Align KMP 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
• Comply with applicable legal requirements and appropriate standards of governance

In consultation with external remuneration consultants, the Group has developed a Remuneration Framework that is market competitive and is consistent with the reward strategy of the organisation.

The Remuneration Framework has two components, namely:

• Fixed salary package including base salary and benefits such as superannuation
• Variable remuneration (STI and LTI)

(continued)

FIXED SALARY PACKAGE

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

The Committee annually reviews each KMP's performance and benchmarks the KMP'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 KMP's employment contract.

VARIABLE REMUNERATION

The objective of providing a variable "at risk" component within the total remuneration packages of the Managing Director and CEO and other KMP 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 STI and LTI, these are discussed further below.

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

The remuneration of the Managing Director and CEO and KMP including both fixed and variable remuneration components for the year ended 30 June 2023 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 bonus, 60% paid in cash and 40% paid as a deferred component by issuing performance rights with a one-year vesting period. The STI is reliant on the achievement of job related Key Performance Indicators ("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 production, financial and business sustainability targets are set. These are used to determine the KPIs of the Managing Director and CEO and other KMP, 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 FY23 were accrued at June 2023 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. For FY23, the Managing Director and CEO had a target STI opportunity of up to 70% of fixed remuneration, whilst other KMP 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 Managing Director and CEO and other KMP are shown below.

Table 2 - Performance weightings for KMP

		ALLOCATION FACTOR
	POTENTIAL STI AS APERCENTAGE OF FIXEDREMUNERATION	GROUP KPIS	PERSONALKPIS
Managing Director and Chief Executive Officer	70%	100%	0%
Other KMPs	40% — 55%	80%	20%

(continued)

Group KPIs

Group KPIs included achievement of defined Targets relative to Board-approved budget relating to gold production and weighted average All-in Site Cost ("AISC") as well as targeted notional cash flow, share price, achievement of defined sustainability metrics and Ore Reserve growth.

MEASURE	WEIGHTING	THRESHOLD	STIPTARGET	STRETCH	RESULT	%ACHIEVEMENT	WEIGHTEDRESULT
Production -Total oz poured 1	10%	487k oz	512k oz	615k oz	538,642 oz	113%	11.26%
Cost -Weighted Avg ASIC(US$)2	10%	$1,072 /oz	$1,021/oz	$817/oz	$959 /oz	115%	11.52
Sustainability -Community,Government andTRIFR Scorecard3	15%	95%	100%	120%	107.08%	118%	17.66%
Growth -Organic Growth ofOre Reserve4	15%	Replacementof Depletion	> 10% aboveThreshold	> 20% aboveThreshold	Thresholdnot met	0%	0%
Financial Performance-US$ Notional CashFlow5	15%	>95% of Target	AchieveBudget	ExceedTarget> 20%	Stretchexceeded	150%	22.5%
Shareholder Value -Improved Share Price6	15%	$1.58	$1.90	$2.28	$1.77	72%	10.73%
Total BusinessPerformance	80%						73.67%
IndividualPerformance7	20%						IndividualAssessment

Table 3 - Group KPIs

Notes:

• 1. The production outcome achieved across the Perseus Group represented a strong operational result with a significant increase in production compared to FY22.
• 1. Cost performance across the Group was above expectations, with all sites delivering AISC better than the target set for FY23.
• 1. This measure is a synthesis of five different metrics. Close-out of actions = 89% (Threshold = 85.5%, Target = 90%, Stretch = 100%), TRIFR = 1.2 (Threshold = 1.6, Target = 1.1, Stretch = 0.8), Fatalities = 0 (Threshold = 0, Target = 0, Stretch = 0). The Community Events, Environmental Events, and Government Compliance metrics were all above Stretch.
• 1. The exploration program focussing on organic growth to replace or exceed depletion did not lead to an increase in the ore reserve above the threshold set for FY23.
• 1. Strong Group production performance, financial management and commodity prices saw an exceptional performance in notional cashflow of the Group, achieving US$393 million, above the target set for FY23. Notional Cash Flow is obtained by multiplying the average sales price less AISC (the "notional margin") by the ounces of gold produced.
• 1. Threshold set at closing price on 30 June 2022, Target equals 20% increase in share price over the financial year. Result is calculated using the 20-day value weighted average period at the close of trading on 30 June 2023.
• 1. All employees have a personal component of the STIP scorecard, with the exception of the CEO who is measured on 100% of business performance.

Personal KPIs

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. 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. The STI plan has a deferred component, paid at the ratio of 60% cash and 40% Performance Rights where the vesting criteria is 12 months' continued service.

Performance Outcome

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 KMP.

(continued)

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 cash STI for the financial year ended 30 June 2023 was accrued in June 2023 and paid in July 2023. These STI payments as a percentage of total remuneration in the financial year ended 30 June 2023 were as follows:

Jeffrey Quartermaine:	16%
Christopher Woodall:	28%
David Schummer:	0%
Lee-Anne de Bruin:	14%
Paul Thompson:	24%
Martijn Bosboom:	12%

Due to their retirement, Mr Woodall and Mr Thompson received the full amount of their STI in cash. Mr Quartermaine, Ms de Bruin, and Mr Bosboom were awarded 60% in cash, 40% deferred in STI performance rights as per the Remuneration Framework. Due to only commencing at Perseus on 1 February 2023, and only assuming responsibility for the COO position on 1 June 2023, Mr Schummer was not entitled to a STI.

LONG TERM INCENTIVES

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 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 of the KMP to the creation of long-term shareholder wealth. Furthermore, vesting only occurs if the Group performs in the 50th percentile of its TSR Peer Group or above, the greater the performance compared to the peer group the greater the reward to the KMP.

The vesting and measurement period for the rights is 3 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%

Table 4 - Relative TSR over the vesting period

TSR performance and individual KPI performance are monitored on an annual basis. If the hurdles are not achieved during the performance period, the rights lapse, and no re-testing of rights is permitted, however this can be overturned at the discretion of the Board in certain circumstances. Table 11 provides details of rights awarded and vested during the year and Table 9 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.

The TSR Peer Group is chosen for comparison, having considered the following factors: ASX listing; TSX listing; commodity focus; geographic focus; and business development stage. The relevant TSR Peer Groups have changed twice in recent years, and there are two relevant groups for the year ending 30 June 2023.

FY20/21 TSR Peer Group

The FY20/21 TSR Peer Group for performance rights issued between 1 July 2020, and 30 June 2021 is shown below. This is the group against which our TSR is judged for the issuances of August and November 2020, and April 2021, all of which vested in June 2023.

(continued)

Centamin Plc	Golden Star Resources Ltd1	Roxgold Inc1
DRDGold Ltd	IAMGold Corp	Teranga Gold Corporation1
Endeavour Mining Corp	Resolute Mining Limited	West African Resources Ltd

Notes:

1. These companies have subsequently delisted: Golden Star Resources (28 Jan 2022); Roxgold Inc (2 Jul 2021);

Teranga Gold Corporation (10 Feb 2021).

FY21/22 TSR Peer Group

The FY21/22 TSR Peer Group, which was approved by the Board on 28 June 2022, and relates to LTI performance rights issued after 1 July 2021, is shown below. It is the group against which our TSR is judged for the issuances of August 2021, October 2021, and November 2021, which will potentially vest at the end of June 2024, and for all issuances subsequently.

Alamos Gold Inc	Eldorado Gold Corp	New Gold Inc
B2Gold Corp	Endeavour Mining Corp	NovaGold Resources Inc
Buenaventura Mining	Equinox Gold Corp	OceanaGold Corp
Centamin PLC	Evolution Mining Ltd	Regis Resources Ltd
Centerra Gold Inc	Harmony Gold Mining Co	Silver Lake Resources Ltd
China Gold International Resources Corp Ltd	IAMGOLD Corp	SSR Mining Ltd
Coeur Mining Inc.	K92 Mining Inc	Wesdome Gold Mines Ltd
Dundee Precious Metals Inc	Lundin Gold Inc	West African Resources Ltd

3. FY23 REMUNERATION OUTCOMES

Details of the remuneration of the Directors and the KMP of Perseus and the Group are set out in Table 5 below.

COMPANY PERFORMANCE

The Board issues performance rights to the KMP 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 4 previous years is set out below:

Table 5 - Performance since 2019

YEAR ENDED 30 JUNE	2023	2022	2021	2020	2019
Profit / (loss) after tax ($'000)	476,718	279,921	139,378	94,423	7,578
Basic earnings per share (cents)	31.27	18.77	9.57	8.08	0.66
Dividends per share (cents)	3.54	2.45	nil	nil	nil
Market capitalisation ($'000)	2,257,178	2,155,127	1,790,030	1,530,153	682,957
Closing share price ($) (spot)	1.65	1.59	1.46	1.31	0.59
Change in Share Price over 1 year (spot)	+$0.06	+$0.13	+$0.15	+$0.72	+$0.16
1-year TSR1 (%):
Perseus	(1.2)	32.4	19.8	113.8	24.9
FY20/21 TSR Peer Group median	23.0	(18.9)	(9.5)	51.3	(9.8)
FY21/22 TSR Peer Group median	(1.2)	(12.5)	N/A	N/A	N/A
3-year TSR1 (%):
Perseus	56.0	238.7	220.0	277.1	2.1
FY20/21 TSR Peer Group median	(4.5)	42.4	25.4	1.8	(10.5)
FY21/22 TSR Peer Group median	(15.6)	41.4	N/A	N/A	N/A

Notes:

1. TSR is calculated using the 20-day VWAP at the start and the end of the relevant measuring period.

Perseus as at 30 June 2023 is ranked above the 75th percentile of both the FY20/21 TSR Peer Group, and the FY21/22 TSR Peer Group. If the ranking remains unchanged above the 75th percentile at the end of the measurement period of each performance right tranche granted (refer Table 6), then performance rights would vest subject to the achievement of minimum individual employee KPI rating requirements, and/or to the Board not exercising its discretion otherwise.

Table 6 - Directors' and KMP's statutory remuneration for the year ended 30 June 2023

		SHORT-TERM		LONG-TERM	POSTEMPLOYMENT		SHARE-BASED		OF
DIRECTOR	YEAR	SALARY &FEES$	CASHBONUS$	LEAVEENTITLEMENTS1$	SUPERANNUATION$	TERMINATIONPAYMENTS$	PAYMENTS—PERFORMANCERIGHTS2$	TOTAL$	WHICHPERFORMANCERELATED%
Non-executive directors
Sean	2023	217,000	-	-	-	-	-	217,000	-
Harvey	2022	185,300	-	-	-	-	-	185,300	-
Amber	2023	126,697	-	-	13,303	-	-	140,000	-
Banfield	2022	92,727	-	-	9,273	-	-	102,000	-
Elissa	2023	123,982	-	-	13,018	-	-	137,000	-
Cornelius	2022	91,182	-	-	9,118	-	-	100,300	-
Daniel	2023	132,769	-	-	3,231	-	-	136,000	-
Lougher	2022	97,517	-	-	2,268	-	-	99,785	-
John	2023	142,000	-	-	-	-	-	142,000	-
McGloin	2022	113,900	-	-	-	-	-	113,900	-
David	2023	115,837	-	-	12,163	-	-	128,000	-
Ransom	2022	84,227	-	-	8,423	-	-	92,650	-
Sub-total -	2023	858,285	-	-	41,715	-	-	900,000	-
Non-executivedirectors	2022	664,853	-	-	29,082	-	-	693,935	-
Executive directors
Jeffrey	2023	954,291	386,787	203,751	25,292	-	858,500	2,428,621	51
Quartermaine	2022	720,698	222,427	81,243	23,568	-	945,276	1,993,212	58
Sub-total -	2023	954,291	386,787	203,751	25,292	-	858,500	2,428,621	51
Executivedirectors	2022	720,698	222,427	81,243	23,568	-	945,276	1,993,212	58
Other Key Management Personnel
Christopher	2023	475,269	313,280	44,021	-	-	285,698	1,118,268	54
Woodall3, 4	2022	489,864	130,211	48,444	-	-	421,205	1,089,724	51
David	2023	75,377	-	5,810	-	-	-	81,187	0
Schummer3, 4	2022				N/A – not employed in this period.
Lee-Anne de	2023	400,828	137,348	4,934	25,292	-	424,161	992,563	57
Bruin	2022	378,432	103,375	7,611	23,568	-	348,922	861,908	52
Paul	2023	97,544	36,715	9,465	6,323	-	4,292	154,339	27
Thompson5	2022	368,382	122,170	(7,446)	23,568	-	289,367	796,041	52
Martijn	2023	336,918	81,431	(16,162)	25,292	-	237,238	664,717	48
Bosboom	2022	318,132	64,725	24,038	23,568	-	279,046	709,509	48
Sub-total -	2023	1,385,936	568,774	48,068	56,907	-	951,389	3,011,074	50
KMP	2022	1,554,810	420,481	72,647	70,704	-	1,338,540	3,457,182	51

Notes:

1. The amounts disclosed in this column represent the movement in the annual leave and (where applicable) the long service leave provision balances. The value may be negative when an individual resigns or takes more leave than the entitlement accrued during the year.

2. 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 2020. The fair value of the performance rights is calculated at the date of grant using the Monte-Carlo Simulation pricing model for the LTI Rights, and the Discounted Cash Flow model for the deferred STI Rights.

3. Mr Schummer and Mr Woodall are overseas residents and therefore superannuation benefits are not paid to them.

4. Amounts disclosed for Mr Woodall and Mr Schummer reflect only those amounts which accrued to the individuals during the period in which they were KMPs. In the case of Mr Schummer, these are amounts from 1 June 2023 onwards. For Mr Woodall, these are amounts up to 31 May 2023. The amounts recorded in respect of share-based payments for Mr Woodall include: 11 months of vesting expense out of 36 months for the 313,545 rights with a vesting period to 30 June 2023; 11 months of vesting expense out of 24 months for the 47,960 rights with a vesting period to 30 June 2023; and 11 months of vesting expense out of an accelerated 27 months for the 241,071 rights with a measurement period to 30 June 2024. The vesting period of this tranche of rights is accelerated in respect of Mr Woodall, since they remain on foot for vesting review, notwithstanding the cessation of his employment on 22 September 2023.

5. Mr Thompson ceased employment on 30 September 2022. The amounts recorded in respect of share-based payments for Mr Thompson include: a full year of vesting expense in respect of the 233,333 rights with a measurement period to 30 June 2023 (since these remained on foot for vesting review notwithstanding the cessation of employment); and a reversal of the 12 out of 36 months of vesting expense recognised in FY22 in respect of the 195,975 rights with a vesting period to 30 June 2024 (since these were forfeited upon cessation of employment).

(continued)

4. SERVICE AGREEMENTS

Remuneration and other terms of employment for the Managing Director and CEO, Chief Financial Officer and the other KMP are also formalised in employment agreements. Major provisions of the agreements relating to their remuneration 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 7 below.

FIXED REMUNERATION

Mr. Quartermaine's annual salary is set at $1,005,000 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 3 months' notice, whilst Perseus may terminate the contract by giving Mr. Quartermaine the greater of 6 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 his detriment then he is entitled to receive an amount of money from Perseus that is equivalent to 2 months of his gross base salary for each year of employment by Perseus with a minimum payment equivalent to 6 months of his gross base salary and a maximum of 12 months of his 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 KMP is set out in Table 7 below.

NAME	JEFFREYQUARTERMAINE	DAVID SCHUMMER	LEE-ANNE DE BRUIN	MARTIJN BOSBOOM
JOB TITLE	CEO & ManagingDirector	Chief OperatingOfficer	Chief Financial Officer	General Counsel &Company Secretary
CONTRACT DURATION		No fixed term and review annually
NOTICE PERIOD	6 months1	3 months	3 months	3 months1
FIXED REMUNERATION2	$1,005,000	US$610,000	$550,130	$387,570
VARIABLEREMUNERATION	Short- & long-term incentive plans
TERMINATIONPROVISION		Applicable on termination by the Company, other than for gross misconduct.Payments vary from two to twelve months of the originally contracted salary

Table 7 - Contractual provisions for KMP

Notes:

1. 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.

2. Represents current fixed remuneration of KMP from 1 July 2023. Mr Schummer's remuneration is denominated in US Dollars.

(continued)

5. SHARE BASED COMPENSATION

KMP are eligible to participate in Perseus's Performance Rights Plan. The terms and conditions of the performance rights affecting remuneration of Executive 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 23 to the Consolidated Financial Statements.

TYPE	GRANT DATE	EXERCISEPRICE	FAIRVALUEATGRANTDATE	END OFMEASUREMENTPERIOD	% OFGRANTVESTED	EXPIRY DATE
Performance right 1	28 November 2018	nil	$0.28	31 December 2021	100%	28 November 2025
Performance right 2	29 November 2019	nil	$0.77	30 June 2022	100%	29 November 2026
Performance right 3	26 August 2020	nil	$1.03	30 June 2023	100%	26 August 2027
Performance right 3	26 November 2020	nil	$0.81	30 June 2023	100%	26 November 2027
Performance right 3	14 April 2021	nil	$1.03	30 June 2023	100%	14 April 2028
Performance right 4	25 August 2021	nil	$1.21	30 June 2024	-	25 August 2028
Performance right 4	25 November 2021	nil	$1.31	30 June 2024	-	25 November 2028
Performance right 5	27 July 2022	nil	$1.16	30 June 2025	-	04 August 2029
Performance right 5	22 November 2022	nil	$1.65	30 June 2025	-	22 November 2029
STI Performance right 6	4 August 2022	nil	$1.65	30 June 2023	-	04 August 2029
STI Performance right 6	22 November 2022	nil	$2.13	30 June 2023	-	22 November 2029

Notes:

• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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 2021 to 30 June 2024 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.
• 1. 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 2022 to 30 June 2025 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.
• 1. 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 using a discounted cash flow model. Of the ones issued to KMP, 100% vested, but there were some STI Performance Rights issued to individuals who were not KMP that did not vest.

(continued)

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

Table 9 - Value of share-based compensation

		VALUE GRANTED, EXERCISED, OR FORFEITED IN THE YEAR
	AS A % OF TOTALREMUNERATION	GRANTED$	EXERCISED$	FORFEITED1$
Jeffrey Quartermaine	35	854,317	212,217	-
Christopher Woodall	26	294,989	484,875	215,838
David Schummer	-	-	-	-
Lee-Anne de Bruin	43	255,653	63,598	-
Martijn Bosboom	36	192,311	279,889	-
Paul Thompson	3	175,462	504,880	402,477

Notes:

1. The figure in respect of Mr Woodall relates to a tranche of rights that have not yet formally been cancelled, but that are not expected to vest.

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

Table 10 – Movement of performance rights granted to KMP and Directors during the year

	BALANCEAT THESTART OFTHE YEARNUMBER	GRANTEDDURINGTHE YEARAS REMUNERATIONNUMBER	EXERCISEDDURINGTHE YEARNUMBER	FORFEITED/ LAPSEDNUMBER	OTHERMOVEMENTSNUMBER1	BALANCEAT THE ENDOF THEYEARNUMBER	VESTEDDURINGTHE YEARNUMBER	VESTEDAND EXERCISABLE ATTHE END OFTHE YEARNUMBER
Non-Executive Directors
Sean Harvey	-	-	-	-	-	-	-	-
Amber Banfield	-	-	-	-	-	-	-	-
Elissa Cornelius	-	-	-	-	-	-	-	-
Daniel Lougher	-	-	-	-	-	-	-	-
John McGloin	-	-	-	-	-	-	-	-
David Ransom	-	-	-	-	-	-	-	-
Sub-total – NonExecutive Directors	-	-	-	-	-	-	-	-
Executive Directors
Jeffrey Quartermaine	2,971,488	493,122	(127,076)	-	-	3,337,534	1,473,576	1,679,833
Sub-total – ExecutiveDirectors	2,971,488	493,122	(127,076)	-	-	3,337,534	1,473,576	1,679,833
Other KMP
Christopher Woodall	1,275,596	234,424	(720,980)	-	(789,040)	-	684,085	-
David Schummer	-	-	-	-	-	-	-	-
Lee-Anne de Bruin	759,218	204,650	(43,861)	-	-	920,007	43,861	-
Martijn Bosboom	841,900	155,989	(467,631)	-	-	530,258	467,631	-
Paul Thompson	1,532,528	151,583	-	(347,558)	(1,336,553)	-	537,779	-
Sub-total – KMP	4,409,242	746,646	(1,232,472)	(347,558)	(2,125,593)	1,450,265	1,733,356	-

Notes:

1. The Other Movements column represents the balance of shares upon ceasing to be a KMP. Any movements after that point are not reportable.

(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.

Table 11 – Performance rights granted as at 30 June 2023

	ISSUE DATE	NUMBEROFRIGHTSNUMBER	VESTEDINCURRENTYEAR%	FORFEITED INCURRENTYEAR%	END OFMEASUREMENTPERIOD2	MINIMUMTOTALVALUELEFT TOVEST$	MAXIMUMTOTALVALUEUNVESTED$	OFWHICH:EXPENSEDTO 30JUNE 2023$	UNAMORTISEDVALUEREMAINING$
Executive Directors
JeffreyQuartermaine	29 November2019	1,346,500	100%		30 June 2022	-	-	-	-
	26 November2020	632,960	-		30 June 2023	-	512,698	512,698	-
	25 November2021	531,619	-		30 June 2024	-	694,939	463,293	231,646
	22 November2022	411,197	-		30 June 2025	-	678,475	226,571	451,904
	25 November2021 (STI)	127,076	100%		30 June 2022	-	-	-	-
	22 November2022 (STI)	81,925	-		30 June 2023	-	174,605	174,605	-
Other KMP
ChristopherWoodall	26 September2019	613,700	100%		30 June 2022	-	-
	26 August2020	313,545	-		30 June 2023	-	322,362	322,362	-
	25 August 2021	241,071	-		30 June 2024	-	291,220	261,167	30,052
	27 July 2022	186,464	-	(Note 1)	30 June 2025	-	-	-	-
	25 August 2021(STI)	70,385	100%		30 June 2022	-	-
	4 August 2022(STI)	47,960	-		30 June 2023	-	79,151	79,151	-
Lee-Anne de	14 April 2021	500,000	-		30 June 2023	-	517,321	517,321	-
Bruin	25 August 2021	215,357	-		30 June 2024	-	260,157	173,438	86,719
	27 July 2022	166,575	-		30 June 2025	-	193,227	64,272	128,955
	25 August 2021(STI)	43,861	100%		30 June 2022	-	-	-	-
	4 August 2022(STI)	38,075	-		30 June 2023	-	62,837	62,837	-
MartijnBosboom	26 September2019	432,800	100%		30 June 2022	-	-	-	-
	26 August2020	203,419	-		30 June 2023	-	209,139	209,139	-
	25 August 2021	170,850	-		30 June 2024	-	206,391	137,594	68,797
	27 July 2022	132,149	-		30 June 2025	-	153,293	50,989	102,304
	25 August 2021(STI)	34,831	100%		30 June 2022	-	-
	4 August 2022(STI)	23,840	-		30 June 2023	-	39,344	39,344	-
PaulThompson	26 September2019	496,400	100%		30 June 2022	-	-	-	-
	26 August2020	233,333	-		30 June 2023	-	239,894	239,894	-
	25 August 2021	195,975	-	100%	30 June 2024	-	-	-	-
	27 July 2022	151,583	-	100%	30 June 2025	-	-	-	-
	25 August 2021(STI)	41,379	100%		30 June 2022	-	-	-	-

Notes:

1. This tranche of rights previously issued to Mr Woodall will not vest. As at 30 June 2023, they had not formally been cancelled, which will occur in FY24.

2. Performance Rights vest after the end of the measurement period, subject to the achievement of the vesting conditions and approval by the Board of Directors. Upon vesting, they can be exercised for $nil exercise price. All rights expire 7 years after having been issued.

(continued)

6. ADDITIONAL INFORMATION

LOANS AND OTHER TRANSACTIONS WITH DIRECTORS AND KMP

There were no loans outstanding at the reporting date to Directors or KMP. There have been no other transactions with Directors and KMP.

SHARE OPTIONS

As at the date of the Remuneration 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 KMP, including shares held by entities they control, are set out below:

Table 11 – Share holdings

PERSON	AT 30 JUNE 2022	RECEIVEDUPON EXERCISEOF VESTEDPERFORMANCERIGHTS1	SHARESPURCHASED/(SOLD)	OTHERMOVEMENTS2	AT 30 JUNE 2023
S Harvey	1,000,000		(250,000)	-	750,000
J Quartermaine	2,065,448	127,076	-	-	2,192,524
A Banfield	-		35,000	-	35,000
E Cornelius	300,000	-	-	-	300,000
J McGloin	641,400	-	-	-	641,400
D Lougher	18,000	-	12,000	-	30,000
D Ransom	77,973	-	-	-	77,973
L de Bruin	-	43,861	(43,861)	-	-
C Woodall	256,667	720,980	(19,610)	(958,037)	N/A
D Schummer	-	-	-	-	-
M Bosboom	17,718	467,631	(485,349)	-	-
P Thompson	-	-	-	-	N/A

Notes:

1. All exercises of vested performance rights have a $nil exercise price.

2. The Other Movements column represents the balance of shares upon ceasing to be a KMP. Any movements after that point are not reportable.

– 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 ("Deeds") with all persons who are an officer of the Company. Independent legal advice was received that the content of the Deeds conform with the Corporations Act 2001 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 2023. The insurance premiums relate to:

• Costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever the outcome
• 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 ("PwC"), 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 PwC 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, PwC, 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 114 and forms part of this Directors' report for the year ended 30 June 2023.

NON-AUDIT SERVICES

During the year PwC, 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 21 of the Consolidated Financial Statements.

CORPORATE GOVERNANCE STATEMENT

The Australian Securities Exchange ("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 this link.

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

Jeffrey Allan Quartermaine Managing Director and Chief Executive Officer Perth, 31 August 2023

(continued)

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 Hans Andersen, a Competent Person who is a Member of the Australian Institute of Geoscientists. Mr Andersen is an employee of Perseus Mining Services Pty Ltd. Mr Andersen 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 Andersen 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 Adrian Ralph, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Ralph is an employee of Perseus Mining Services Pty Ltd. Mr Ralph 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 Ralph 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 the Open Pit and Underground Mineral Resources and Ore Reserve at Edikan was updated by the Company in a market announcement "Perseus Mining updates Mineral Resources and Ore Reserves" released on 24 August 2023. 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 — Edikan Gold Mine, Ghana" dated 7 April 2022 continue to apply.

Sissingué, Fimbiasso and Bagoé

The information in this report that relates to the Mineral Resources and Ore Reserve at the Sissingué complex was updated by the Company in a market announcement "Perseus Mining updates Mineral Resources and Ore Reserves" released on 24 August 2023. 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 — Sissingué Gold Project, Côte d'Ivoire" dated 28 March 2022 continue to apply.

Yaouré

The information in this report that relates to the Open Pit and Underground Mineral Resources and Ore Reserve at Yaouré was updated by the Company in a market announcement "Perseus Mining announces Open Pit and Underground Ore Reserve update at Yaouré" released on 23 August 2023. 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.

Exploration

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 its quarterly reports dated 20 October 2022, 24 January 2023, 19 April 2023 and 26 July 2023 and a news release dated 18 January 2023 *"Perseus's drilling demonstrates potential for additional gold resources at Yaouré Gold Mine".*The Company confirms that it is not aware of any new information or data that materially affect the information in these market releases.

Block 14 Foreign/Historical Estimates

The information in this report that relates to the Mineral Resources and Probable Reserves of the Block 14 Project was first reported by the Company in a market announcement "Perseus Enters Into Agreement to Acquire Orca Gold Inc." released on 28 February 2022. The Company confirms it is not in possession of any new information or data relating to those estimates that materially impacts of the reliability of the estimate of the Company's ability to verify the estimate as a Mineral Resources or Ore Reserve in accordance with Appendix 5A (JORC Code) and the information in that original market release continues to apply and have not materially changed. These estimates are prepared in accordance with Canadian National Instrument 43-101 standards and have not been reported in accordance with the JORC Code. A Competent Person has not done sufficient work to classify the resource in accordance with the JORC Code and it is uncertain that following evaluation and/or further exploration work that the estimate will be able to be reported as a Mineral Resource or Ore Reserve in accordance with the JORC Code. This report and all technical information regarding Orca's NI 43-101 have been reviewed and approved by Adrian Ralph and Hans Andersen, each a Qualified Person for the purposes of NI 43-101.

AUDITOR'S INDEPENDENCE DECLARATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		FOR THE YEAR ENDING:
	NOTES	30 JUNE 2023$'000	30 JUNE 2022$'000
Profit and loss from continuing operations
Revenue		1,426,420	1,125,547
Cost of sales		(605,111)	(561,409)
Gross profit before depreciation and amortisation		821,309	564,138
Depreciation and amortisation relating to gold production	2	(218,730)	(214,240)
Gross profit from operations		602,579	349,898
Other income	2	11,393	18,610
Other expenses		(5,340)	(6,901)
Administration and other corporate expenses		(23,584)	(20,932)
Share based payment expense	23	(3,818)	(4,575)
Gain associated with the investment in Montage	16	3,916	-
Foreign exchange gain/(loss)	2	497	(2,558)
Other depreciation and amortisation expense	2	(765)	(763)
Write-downs and impairments	2	(9,355)	(43,387)
Finance costs	2	(6,745)	(9,678)
Profit before tax		568,778	279,714
Income tax (expense)/benefit	3	(92,060)	207
Profit after tax		476,718	279,921
Other comprehensive incomeItems that will not be reclassified to profit and loss
Fair value movement on equity investments	17	(5,254)	(154)
Items that will or may be reclassified to profit and loss
Exchange differences on translation of foreign operations		88,350	6,459
Share of associate's foreign currency translation reserve	16	(22)	-
Share of associate's net changes in fair value of financial assets	16	714	-
Recycled from equity to profit and loss	16	(692)	-
Total comprehensive income		559,814	286,226
Profit is attributable to:
Owners of Perseus Mining Limited		427,404	233,595
Non-controlling interests		49,314	46,326
		476,718	279,921
Total comprehensive income is attributable to:
Owners of Perseus Mining Limited		504,049	241,621
Non-controlling interests		55,765	44,605
		559,814	286,226
Basic earnings per share	4	31.27 cents	18.77 cents
Diluted earnings per share	4	30.98 cents	18.43 cents

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		AS AT
	NOTES	30 JUNE 2023$'000	30 JUNE 2022$'000
Current assets
Cash and cash equivalents	5	728,917	426,846
Receivables	6	32,912	12,081
Inventories	7	166,911	158,935
Prepayments	6	29,808	13,405
Income tax receivable		10,636	7,530
		969,184	618,797
Non-current assets
Receivables	6	10,809	10,281
Inventories	7	128,102	52,762
Equity investment at fair value through OCI	17	23,940	364
Investment in associate	16	-	24,357
Property, plant, and equipment	8	415,193	381,409
Right of use assets		3,872	13,666
Mine properties	9	394,367	432,240
Mineral interest acquisition and exploration expenditure	10	476,572	454,812
		1,452,855	1,369,891
Total assets		2,422,039	1,988,688
Current liabilities
Payables and provisions	11	158,873	157,614
Income tax payable		10,734	-
Lease liabilities		2,547	10,436
		172,154	168,050
Non-current liabilities
Provisions	11	65,948	55,395
Interest-bearing liabilities	13	-	72,540
Lease liabilities		1,355	3,567
Deferred tax liabilities	12	30,764	46,979
		98,067	178,481
Total liabilities		270,221	346,531
Net assets		2,151,818	1,642,157
Equity
Issued share capital	14	1,049,993	1,049,993
Reserves		123,939	43,651
Retained earnings		763,111	372,613
Equity attributable to the owners of Perseus Mining Limited		1,937,043	1,466,257
Non-controlling interests		214,775	175,900
Total equity		2,151,818	1,642,157

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	ISSUEDCAPITAL$'000	RETAINEDEARNINGS$'000	SHARE-BASEDPAYMENTSRESERVE$'000	FOREIGNCURRENCYTRANSLATIONRESERVE$'000	ASSETREVALUATIONRESERVE$'000	NONCONTROLLINGINTERESTS$'000	TOTALEQUITY$'000
Balances at1 July 2022	1,049,993	372,613	40,564	2,185	902	175,900	1,642,157
Profit for the period	-	427,404	-	-	-	49,314	476,718
Othercomprehensiveincome	-	-	-	81,899	(5,254)	6,451	83,096
Totalcomprehensiveincome	-	427,404	-	81,899	(5,254)	55,765	559,814
Transactions with owners in their capacity as owners
Share-basedpayments	-	-	3,643	-	-	197	3,840
Dividends paidto NCI's	-	-	-	-	-	(17,087)	(17,087)
Dividend	-	(36,906)	-	-	-	-	(36,906)
Balances at30 June 2023	1,049,993	763,111	44,207	84,084	(4,352)	214,775	2,151,818
Balances at1 July 2021	850,412	149,001	37,204	(5,995)	1,056	27,421	1,059,099
Profit for the period	-	233,595	-	-	-	46,326	279,921
Othercomprehensiveincome	-	-	-	8,180	(154)	(1,721)	6,305
Totalcomprehensiveincome	-	233,595	-	8,180	(154)	44,605	286,226
Transactions with owners in their capacity as owners
Issue of ordinaryshares - Orca	217,984	-	-	-	-	-	217,984
Share-basedpayments	-	-	3,360	-	-	527	3,887
Dividends paidto NCI's	-	-	-	-	-	(2,748)	(2,748)
Return of capital	(18,403)	-	-	-	-	-	(18,403)
Dividend	-	(9,983)	-	-	-	-	(9,983)
Acquisition ofOrca Gold Inc.	-	-	-	-	-	106,095	106,095
Balances at30 June 2022	1,049,993	372,613	40,564	2,185	902	175,900	1,642,157

CONSOLIDATED STATEMENT OF CASH FLOWS

		FOR THE YEAR ENDING:
	NOTES	30 JUNE 2023$'000	30 JUNE 2022$'000
Operating activities
Receipts in the course of operations		1,426,420	1,125,547
Payments to suppliers and employees		(684,879)	(601,033)
Income taxes paid		(102,174)	(2,135)
Interest received		8,953	529
Net cash inflows from operating activities	22	648,320	522,908
Investing activities
Payments for exploration and evaluation expenditure		(52,609)	(54,248)
Payments for mine properties		(69,080)	(62,097)
Payments for property, plant and equipment		(78,466)	(23,529)
Payments for security deposits		-	(354)
Proceeds on disposal of equity investments		-	230
Payments for Orca transaction		-	(30,832)
Cash acquired in the Orca transaction		-	5,132
Net cash used in investing activities		(200,155)	(165,698)
Financing activities
Dividends paid to non-controlling interests		(2,410)	(2,748)
Dividends paid to owners of Perseus Mining Limited		(36,906)	(9,983)
Return of capital payment		-	(18,403)
Repayment of borrowings		(74,247)	(73,112)
Borrowing costs		(12,227)	(9,148)
Net cash used in financing activities		(125,790)	(113,394)
Net increase in cash held		322,375	243,816
Cash and cash equivalents at the beginning of the period		426,846	181,545
Effect of exchange rate changes on foreign-denominated cash		(20,304)	1,485
Cash and cash equivalents at the end of the period	5	728,917	426,846

TABLE OF NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Performance

1. Segment Information	121
2. Other Income / Expenses	123
3. Other Income Tax	125
4. Earnings Per Share	126
Operating Assets and Liabilities
5. Cash and Equivalents	127
6. Receivables and Prepayments	127
7. Inventories	128
8. Property, Plant and Equipment	129
9. Mine Properties	131
10. Mineral Interest Acquisition andExploration Expenditure	132
11. Payables and Provisions	133
12. Deferred Tax	135
Capital and Financial Risk Management
13. Interest-Bearing Liabilities	136
14. Issued Capital and Reserves	137
15. Financial Risk Management	138

Group Structure 16. Investment In Associates 143 17. Other Financial Assets And Liabilities 144 18. Subsidiaries 145 19. Parent Entity Disclosures 146 Other Information 20. Related-Party Transactions 147 21. Remuneration of Auditors 147 22. Cash-Flows From Operating Activities 148 23. Share-Based Payments 148 24. Summary of Other Significant Accounting Policies 150 25. Contingencies 152 26. Commitments 153 27. Subsequent Events 153

ABOUT THIS REPORT

These are the Consolidated Financial Statements ("Financial Statements") of the consolidated entity consisting of Perseus Mining Limited and its subsidiaries ("Perseus" or the "Group"). Its registered office and principal place of business is disclosed in the Corporate Directory on page 1.

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 2023, the consolidated entity conducted operations in Australia, Ghana, Côte d'Ivoire, Dubai, Canada and Sudan.

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 Statements 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 Australian Securities Investment Commission ("ASIC") Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191. This legislative instrument applies to the Group.

These Financial Statements were authorised for issue by the Directors on 30 August 2023. The Directors have the power to amend and reissue the Financial Statements.

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, seldomly 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.

	NOTES
Impairment	2,8,10
Unit-of-production method of depreciation/amortisation	2,8,9
Ore Reserves and Mineral Resources	9
Deferred stripping expenditure	2,9
Income tax	3
Inventory	7
Restoration and rehabilitation provision	11
Share-based payments	23

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 five segments in 2023 being Edikan, Sissingué, Yaouré, Sudan 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.
Sudan	Mineral exploration, evaluation, and development activities.
Corporate/other	Investing activities, mineral exploration, corporate management, and inter-segmenteliminations.

Revenue is derived from 3 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.

MENT INFORSEG(C)	ATIM	ON PROVI	DED TO THE EXECUTIVE		AGEANM	MENT TEA	M AN	D BOARD OF DIRECTORS
	EDIKAN		SISSINGUÉ		YAOURÉ		SUDAN1		CORPORATE/OTHER1		CONSOLIDATED
FOR THE YEAR ENDING30 JUNE:	$'0002023	$'0002022	$'0002023	$'0002022	$'0002023	$'0002022	$'0002023	$'0002022	$'0002023	$'0002022	$'0002023	$'0002022
PROFIT AND LOSS
Revenue	555,776	301,408	134,093	148,721	736,551	675,418	-	-	-	-	1,426,420	1,125,547
Other income	4,237	386	362	-	147	24	-	-	6,647	18,200	11,393	18,610
Total revenue andother income	560,013	301,794	134,455	148,721	736,698	675,442	-	-	6,647	18,200	1,437,813	1,144,157
Profit/(loss) before tax	192,834	(11,844)	(11,371)	4,528	419,732	345,647	(10,071)	(857)	(22,346)	(57,760)	568,778	279,714
Income tax	(69,656)	(4,601)	(1,797)	-	-	-	-	-	(20,607)	4,808	(92,060)	207
Profit/(loss) after tax	123,178	(16,445)	(13,168)	4,528	419,732	345,647	(10,071)	(857)	(42,953)	(52,952)	476,718	279,921
Included in segment results are:
Impairments and write-offs	(1,451)	(326)	(287)	(41,023)	(11)	-	(7,606)	-	-	(2,038)	(9,355)	(43,387)
Depreciation andamortisation	(87,285)	(58,307)	(23,201)	(30,290)	(84,088)	(104,867)	-	(93)	(24,921)	(21,446)	(219,495)	(215,003)
Share-based payments	(128)	(162)	(361)	(175)	(548)	(704)	-	-	(2,781)	(3,534)	(3,818)	(4,575)
Foreign exchangegains/(losses)	13,381	5,888	(13,393)	129	(17,086)	(17,707)	1,077	(50)	16,518	9,182	497	(2,558)
ASSETS AND LIABILITIES
Total segment assets	440,334	416,420	218,912	195,015	922,555	647,284	396,455	362,244	443,783	367,725	2,422,039	1,988,688

Included in segment assets are:

Additions to non-current assets

Notes

1. The 2022 period has been restated to show Sudan and Corporate/Other separately.

49,987 68,926 26,072 7,727 80,785 75,702 34,953 350,240 7,489 20,051 199,286 522,646

Of which: Orca acquisition - - - - - - - 350,240 - 1,191 - 351,431

Total segment liabilities 103,114 129,076 43,172 42,886 99,808 91,728 13,124 4,835 11,003 78,006 270,221 346,531

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. OTHER INCOME/EXPENSES

		FOR THE YEAR ENDING
	30 JUNE 2023$'000	30 JUNE 2022$'000
Depreciation and amortisation
Amortisation of deferred stripping asset	(84,382)	(54,139)
Depreciation of right of use assets	(403)	(12,311)
Other depreciation and amortisation relating to gold production	(133,945)	(147,790)
Depreciation and amortisation relating to gold production	(218,730)	(214,240)
Depreciation of right of use assets	(241)	(176)
Other depreciation and amortisation expense	(524)	(587)
	(219,495)	(215,003)
Other income:
Interest income	8,953	532
Fair value gain on initial investment in Orca	-	16,293
Other income	2,440	1,785
	11,393	18,610
Foreign exchange (losses)/gains:
on translation of intercompany loans	(9,993)	(392)
on other translations	10,490	(2,166)
	497	(2,558)
Interest and finance charges	(6,745)	(9,678)

Impairments
Impairment of exploration & evaluation	(1,749)	(43,387)
Impairment of fixed assets	(7,606)	-
	(9,355)	(43,387)

ACCOUNTING POLICY

INTEREST INCOME

Interest income is recognised in the consolidated statement of comprehensive income 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

(continued)

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:

• (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 forecasts;
• (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 2023 the Group determined that there was no external or internal indicator of impairment. This was due to the substantial increase in gold prices since the last impairment assessment was performed as well as the absence of any indication that the Edikan, Sissingué and Yaouré Gold Mines would not perform as expected in future periods. 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.

3. OTHER INCOME TAX

	FOR THE YEAR ENDING
	30 JUNE 2023$'000	30 JUNE 2022$'000
Income tax expense
Current tax expense	108,883	8,510
Deferred tax expense	(17,739)	(7,840)
Adjustments for current tax in respect of prior years	916	(877)
	92,060	(207)
Deferred tax expense
Decrease in deferred tax assets	(603)	(590)
Decrease in deferred tax liabilities	(17,136)	(7,251)
	(17,739)	(7,841)
Numerical reconciliation of income tax expense to prima-facie tax payable
Profit before tax	568,778	279,714
Profit before tax at the Australian tax rate of 30% ("prima-facie tax payable")	170,633	83,914
Effect of:
Differing tax rates in foreign jurisdictions	(119,333)	(102,726)
Non-deductible expenses	1,297	483
Share-based payments	969	1,117
Foreign exchange on investment in foreign subsidiaries	(6,517)	(6,061)
Withholding taxes	20,075	3,230
Distributions from subsidiaries	-	(5,087)
Deferred tax assets not brought to account	23,347	25,769
Other permanent differences	673	31
	91,144	670
Under/(Over)-provision in prior years	916	(877)
Income tax expense/(benefit)	92,060	(207)

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 to equity	-	-

Tax Losses

Estimate of Australian revenue losses	86,726	80,252
Estimate of Australian capital losses	17,852	17,626
	104,578	97,878
Potential tax benefit at 30%	31,373	29,363

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.

The 5-year tax holiday for Sissingué ended on 31 December 2022, and Sissingué is now subject to 25% income tax. This has been taken into consideration in the presentation of the Group's tax balances.

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 in each tax jurisdiction.

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

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.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

Judgement is required in determining whether deferred tax assets are recognised on the Consolidated 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 2023$'000	30 JUNE 2022$'000
Earnings used in calculating earnings per share
Earnings attributable to the owners of Perseus Mining Limited	427,404	233,595
Weighted average number of shares	NUMBER	NUMBER
Weighted average number of outstanding ordinary shares forbasic EPS calculation	1,366,691,532	1,244,682,936
Weighted average number of potential ordinary shares	12,945,835	23,100,733
Weighted average number of ordinary shares for dilutedEPS calculation	1,379,637,367	1,267,783,668

The potential ordinary shares are the performance rights as described note 23.

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 EQUIVALENTS

	AS AT
	30 JUNE 2023$'000	30 JUNE 2022$'000
Cash in bank and on-hand	728,917	426,846
	728,917	426,846

Cash in bank earns interest at floating rates based on daily bank deposit rates.

ACCOUNTING POLICY

For the purpose of presentation in the Consolidated 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. Bank overdrafts, if utilised, are shown within borrowings in current liabilities on the Consolidated Statement of Financial Position.

6. RECEIVABLES AND PREPAYMENTS

	AS AT
	30 JUNE 2023$'000	30 JUNE 2022$'000
Current
Trade debtors	2,053	1,155
Sundry debtors	9,684	4,266
Other receivables	21,175	6,660
	32,912	12,081
Prepayments	29,808	13,405
Income tax receivable	10,636	7,530
Non-current
Security deposits	10,809	10,281
	10,809	10,281

• a. Trade and sundry debtors are non-interest bearing and generally on 30-day terms. At 30 June 2023, no amounts are past due (30 June 2022: no amounts).
• b. Other receivable relates to GST and VAT receivable throughout the Group. At 30 June 2023, $18.0 million (30 June 2022: 6.7 million) 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 79.5 million (approximately $9.2 million) from the GRA for the VAT receivable. Subsequent to 30 June 2023, the Group received an additional GHS 75.9 million (approximately $10.4 million) from the GRA.
• c. 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.

The income tax receivable primarily relates to amounts paid as deposits or refundable pending the outcome of the GRA tax case mentioned in Note 25. $1.8 million relates to amounts paid to the GRA on deposit by other Ghanaian subsidiaries in respect of income tax objections pending resolution.

(continued)

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 Consolidated 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 Consolidated Statement of Financial Position. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

7. INVENTORIES

	AS AT
	30 JUNE 2023$'000	30 JUNE 2022$'000
Current
Ore stockpiles—at cost	36,166	35,793
Ore stockpiles—at net realisable value	-	7,555
Gold in circuit—at cost	12,786	18,927
Bullion on hand—at cost	29,631	21,406
Materials and supplies	88,328	75,254
	166,911	158,935
Non-current
Ore stockpiles—at cost	85,789	37,930
Ore stockpiles—at net realisable value	42,313	14,832
	128,102	52,762

An additional amount of $0.3 million (30 June 2022: $1.6 million) has been recognised in the provision for slow and obsolete stock at Edikan.

A loss of $1.7 million (30 June 2022: $23.6 million gain) due to a decrease in the net realisable value of inventory was recognised during the period.

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.

(continued)

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

	AS AT
	30 JUNE 2023$'000	30 JUNE 2022$'000
Plant and equipment—at cost	729,673	664,794
Accumulated depreciation	(438,961)	(359,624)
	290,712	305,170
Assets under construction—at cost	124,481	76,239
	415,193	381,409

	FOR THE PERIOD ENDING
	$'000	$'000
Reconciliation of plant & equipment
Balance at the beginning of the year	305,170	372,146
Additions	2,368	7,982
Transferred from assets under construction	25,428	5,773
Depreciation	(60,047)	(72,924)
Impairment	(2,301)	-
Translation difference movement	20,094	(7,807)
	290,712	305,170
Reconciliation of assets under construction
Balance at the beginning of the year	76,239	33,561
Additions	75,793	18,977
Transferred to property, plant and equipment	(25,428)	(5,773)
Transferred to mine properties	(31,169)	(12,283)
Transferred from exploration	22,995	40,946
Impairment	(3,238)	-
Translation difference movement	9,289	811
	124,481	76,239

Upon returning to site, the Group has identified that $7.6 million of the assets at the Meyas Sand Gold Project were damaged from vandalism by illegal miners and have been written off. Assets to the value of $2.1 million had not been received at site when the conflict began and therefore have been written off from the prepayments balance in note 6.

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.

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 Consolidated 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-ofproduction 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

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 Mine. Non-financial assets other than goodwill that suffered impairment in previous periods are reviewed for possible reversal of the impairment at the end of each year.

9. MINE PROPERTIES

		FOR THE PERIOD ENDING
	$'000	$'000
Mine properties—at cost	806,015	735,545
Accumulated amortisation	(528,209)	(431,849)
	277,806	303,696
Deferred stripping	116,561	128,544
	394,367	432,240
Reconciliation of mine properties
Balance at the beginning of the year	303,696	336,622
Additions	4,897	21,334
Transferred from assets under construction	31,169	12,283
Transfer from exploration	-	1,023
Amortisation	(76,710)	(79,399)
Translation difference movement	14,754	11,833
	277,806	303,696
Reconciliation of deferred stripping
Balance at the beginning of the period	128,544	111,117
Additions	64,168	64,873
Amortisation	(82,094)	(53,270)
Translation difference movement	5,943	5,824
	116,561	128,544

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, Yaouré 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 Consolidated 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.

(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 Ore Reserve and 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

	FOR THE YEAR ENDING
NOTES	30 JUNE 2023$'000	30 JUNE 2022$'000
Balance at the beginning of the year	454,812	132,580
Amount brought in due to the acquisition of Orca Gold	-	346,793
Additions	52,060	62,687
Disposals	(16,757)
Transferred to assets under construction	(22,995)	(40,946)
Transferred to mine properties	-	(1,023)
Write downs and impairments2	(1,749)	(43,387)
Translation difference movement	11,201	(1,892)
	476,572	454,812

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.

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 is 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.

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 allocated to the appropriate cash generating unit.

(continued)

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.

The Meyas Sand Gold Project was particularly considered for indicators of impairment due to the geopolitical issues Sudan is experiencing and the delay of the Final Investment Decision for the project. However, no indicators were identified because work for the project remains ongoing and there is still intent to pursue exploration and development activities in the future.

11. PAYABLES AND PROVISIONS

	AS AT
	30 JUNE 2023$'000	30 JUNE 2022$'000
Current
Trade creditors and accruals	151,219	148,180
Employee benefits	4,286	4,299
Other provision	3,368	5,135
	158,873	157,614
Non-current
Rehabilitation provision	63,867	53,304
Employee benefits	2,081	2,091
	65,948	55,395

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.

	AS AT
	30 JUNE 2023$'000	30 JUNE 2022$'000
Reconciliation of rehabilitation provision
Balance at the beginning of the year	53,304	37,873
Increased obligations during the year	8,699	12,240
Rehabilitation expenditure during the year	(482)	(517)
Unwinding of discount	428	327
Translation difference movement	1,918	3,381
	63,867	53,304

The provision for rehabilitation relates to Edikan in Ghana, and Sissingué, Fimbiasso 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 2022. Of the total movement included above, $4.0 million (30 June 2022: $5.4 million) relates to a change in the discount rate applied.

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.

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

	AS AT
	30 JUNE 2023$'000	30 JUNE 2022$'000
Deferred tax asset	1,348	704
Deferred tax liability	32,112	47,683
Net deferred tax liability pursuant to the set-off provisions	30,764	46,979
Temporary differences contributing to the deferred tax asset
Employee benefits	262	146
Other	1,086	558
	1,348	704
Movement in the deferred tax asset
Balance at the beginning of the year	704	77
Credited to the income statement	603	590
Translation difference movement	41	37
	1,348	704
Temporary differences contributing to the deferred tax liability
Property, plant and equipment	10,415	13,213
Mine properties in use	18,669	30,066
Exploration and evaluation	3,028	3,271
Other	-	1,133
	32,112	47,683
Movement in the deferred tax liability
Balance at the beginning of the year	47,683	50,790
Credited to the consolidated statement of comprehensive income	(17,136)	(7,251)
Translation difference movement	1,565	4,144
	32,112	47,683

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.

ACCOUNTING POLICY

Deferred tax liabilities are provided in full, using the balance sheet full liability method, on "taxable" 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 substantively 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

	AS AT
	30 JUNE 2023$'000	30 JUNE 2022$'000
Revolving cash advance facility - non-current portion	-	72,540
	-	72,540
Reconciliation of interest-bearing liabilities
Balance at the beginning of the period	72,540	133,199
Interest	1,447	4,250
Repayments	(74,247)	(73,147)
Translation difference movement	260	8,238
	-	72,540

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

SYNDICATED FACILITY AGREEMENT

On 31 March 2023, Perseus expanded its Syndicated Facility Agreement ("SFA") into a US$300 million SFA comprising a three-year US$300 million revolving cash advance facility with the following lenders Macquarie Bank Limited, Nedbank Limited, Absa Bank (Mauritius) Limited, Citibank, N.A., The Standard Bank of South Africa Limited (acting through its Isle of Man Branch). As at 30 June 2023 the SFA was undrawn.

The SFA is secured and guaranteed by the following:

• (i) All of the assets of Perseus Mining Limited and Occidental Gold Pty Ltd;
• (ii) Kojina Resources Ltd Company's shares held in Perseus Mining (Ghana) Limited Company ("PMGL"); and
• (iii) All assets of Perseus Cote d'Ivoire Limited.

Pursuant to the SFA, the following Financial Undertakings are required:

• (i) Minimum Cash and Equivalents: maintains Cash and Equivalents of no less than US$30 million including no less than US$6 million of cash;
• (ii) Interest Cover Ratio: the ratio of EBITDA to Net Finance Charges will not be less than 3.50 times;
• (iii) Gearing Ratio: the percentage of Net Debt to Net Debt plus Equity, will not be greater than 50%;
• (iv) Project Life Cover Ratio: the ratio of Cash Flow Available for Debt Service to Net Debt is greater than 1.50 times;
• (v) Leverage Ratio: the ratio of Net Debt to EBITDA, will be less than or equal to 3.00 times; and
• (vi) Forward Looking Funding: the forecast Cash and Equivalents balance for the Group exceeds US$15 million at all times.

There have been no breaches of these ratios.

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 consolidated 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 a right to defer settlement of the liability for at least 12 months after the end of the reporting period.

14. ISSUED CAPITAL AND RESERVES

A. ISSUED AND PAID-UP SHARE CAPITAL

	30 JUNE 2023		30 JUNE 2022
	$'000	NUMBER	$'000	NUMBER
Balance at the start of the period	1,049,993	1,359,701,713	850,412	1,226,456,870
Exercise of vested performance rights	-	8,285,137	-	7,966,577
Acquisition of Orca Gold	-	-	217,984	125,278,266
Return of capital	-	-	(18,403)	-
Balance at the end of the year	1,049,993	1,367,986,850	1,049,993	1,359,701,713

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 23 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 consolidated 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.

ASSET REVALUATION RESERVE

The asset revaluation reserve is used to record the revaluation of the investments in Montage Gold Corp., Mako Gold Limited and Turaco Gold Limited (previously Manas Resources Limited) to fair value as the investments are designated as financial assets at fair value through other comprehensive income.

(continued)

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 2023 and 30 June 2022.

	AS AT
	30 JUNE 2023		30 JUNE 2022
	AMORTISEDCOSTS$'000	FAIR VALUETHROUGH OTHERCOMPREHENSIVEINCOME$'000	AMORTISEDCOSTS$'000	FAIR VALUETHROUGH OTHERCOMPREHENSIVEINCOME$'000
Current financial assets
Receivables	32,912	-	12,081	-
Non-current financial assets
Receivables	10,809	-	10,281	-
Equity investments	-	23,940	-	364
	10,809	23,940	10,281	364
Total financial assets	43,721	23,940	22,362	364
Current financial liabilities
Payables	151,219	-	148,180	-
Non-current financial liabilities
Interest-bearing liabilities	-	-	72,540	-
Total financial liabilities	151,219	-	220,720	-

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"), Euro ("EUR") 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.

(continued)

The Group's exposure to foreign currency risk at 30 June 2023 and 2022, expressed in Australian dollars, was as follows:

	USD$'000	XOF$'000	GHS$'000	EUR$'000
AT 30 JUNE 2023:
Financial assets
Cash and equivalents	505,115	205,419	15,294	487
Receivables	9,075	4,898	18,347	566
	514,190	210,317	33,641	1,053
Financial liabilities
Payables	16,883	87,753	32,690	12,784
Interest-bearing liabilities	-	-	-	-
	16,883	87,753	32,690	12,784
AT 30 JUNE 2022:
Financial assets
Cash and equivalents	309,666	74,391	9,401	25,864
Receivables	2,583	1,533	7,362	-
	312,249	75,924	16,763	25,864
Financial liabilities
Payables	32,202	100,980	22,148	-
Interest-bearing liabilities	72,540	-	-	-
	104,742	100,980	22,148	-

Sensitivity

The following table summarises the sensitivity of financial instruments held at 30 June 2023 to movement in the exchange rate of the AUD to the USD and EUR, with all other variables held constant, including the impact of the foreign exchange movement on the intercompany loans of -$27.7 million (2022: $267.0 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 2023$'000	30 JUNE 2022$'000
AUD strengthens against USD by 10%	(35,397)	(36,856)
AUD weakens against USD by 10%	43,263	45,046
AUD strengthens against the EUR by 10%	(7,012)	(8,631)
AUD weakens against the EUR by 10%	8,570	10,549
AUD strengthens against XOF by 10%	(11,142)	2,278
AUD weakens against XOF by 10%	13,618	(2,784)

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 (Hedge Contracts). The Group's policy is to hedge no more than 30% of the next 3 years of planned production.

At the end of the year, the Group had a total of 355,000 ounces of Hedge Contracts in place over 24% of anticipated gold production over the next 3 years from 1 July 2023 through to 30 June 2026.

These Hedge Contracts meet the "own-use" exemption since all contracts will be settled through physical delivery, and therefore none are brought onto the Consolidated Statement of Financial Position as derivatives. As such, changes in their fair value do not directly impact the Consolidated Statement of Comprehensive Income.

(continued)

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:

	WEIGHTEDAVERAGEEFFECTIVEINTEREST RATE	FIXEDINTEREST RATE$'000	FLOATINGINTEREST RATE$'000	NON-INTERESTBEARING$'000	TOTAL$'000
AT 30 JUNE 2023:
Financial assets
Cash and equivalents	3.33%	37,781	457,677	233,459	728,917
Security deposits	0.00%	-	-	10,281	10,281
		37,781	457,677	243,740	739,198
Financial liabilities
Interest-bearing liabilities	0.00%	-	-	-	-
AT 30 JUNE 2022:
Financial assets
Cash and equivalents	0.00%1	-	-	426,846	426,846
Security deposits	0.00%	-	-	10,281	10,281
		-	-	437,127	437,127
Financial liabilities
Interest-bearing liabilities	4.35%	-	72,540	-	72,540

Notes:

1. The total weighted average interest rate applicable to the Group's cash and equivalents was less than 1%.

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 an increase of $7.3 million (30 June 2022: $1.0 million), a 1% decrease would be a decrease of $7.3 million (30 June 2022: $1.0 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. Credit risk arises from cash, restricted cash, marketable securities, trade and other receivables, long-term receivables, and other assets.

The Group manages the credit risk associated with cash by investing these funds with highly rated financial institutions, and by monitoring its concentration of cash held in any one institution. As such, the Group deems the credit risk on its cash to be low. The Group closely monitors its financial assets (excluding cash) and does not have any significant concentration of credit risk. The carrying amount the Group's financial assets, represents the maximum credit exposure. The credit quality of cash and cash equivalents can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:

	AS AT 30 JUNE 2023		AS AT 30 JUNE 2022
	$'000%		$'000	%
Counterparties with external credit ratings
AA-	293,045	40%	308,233	72%
A+, A & A-	358,289	49%	101,241	24%
BBB+, BBB, BBB-	61,702	9%	16,296	4%
Less than BBB- or no rating	15,881	2%	1,076	0%
	728,917	100%	426,846	100%

(continued)

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.

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$'000	TOTALCONTRACTUALCASH FLOWS$'000
AT 30 JUNE 2023:
Payables	151,219	-	-	-	-	151,219
Interest-bearing liabilities	-	-	-	-	-	-
	151,219	-	-	-	-	151,219

AT 30 JUNE 2022:
Payables	148,180	-	-	-	-	148,180
Interest-bearing liabilities	2,502	2,744	75,284	-	-	80,530
	150,682	2,744	75,284	-	-	228,710

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 $23.9 million (30 June 2022: $0.4 million). A decrease of 10% on the share prices of the listed investments would have a negative impact of approximately $2.4 million on the equity attributable to the Group. An increase of 10% in the value of the listed securities would impact equity by $2.4 million.

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 fair value of the Group's cash, current and non-current receivable balances approximate their carrying amounts.

(continued)

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

	LEVEL 1$'000	LEVEL 2$'000	LEVEL 3$'000	LEVEL 4$'000
AT 30 JUNE 2023:
Financial assets
Investments	23,940	-	-	23,940
AT 30 JUNE 2022:
Financial assets
Investments	364	-	-	364

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.

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.

CAPITAL RISK MANAGEMENT

The US$300 million revolving corporate cash advance facility is a secured facility provided by a consortium of six international banks comprising of Macquarie Bank Limited and Citibank N.A., (Sydney Branch) from Australia, Nedbank Limited (acting through its Nedbank Corporate and Investment Banking Division), Absa Bank (Mauritius) Limited, FirstRand Bank Limited (acting through its Rand Merchant Bank Division) and The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking Division) from South Africa. The facility is undrawn as at 30 June 2023.

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$30.0 million (including no less than US$6.0 million of cash). 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.

(continued)

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 the consolidated 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 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. INVESTMENT IN ASSOCIATES

As part of the Orca transaction in the prior year, the Group acquired 33.0 million shares in Montage Gold Corp. ("Montage").

	AT 30 JUNE 2023$'000	AT 30 JUNE 2022$'000
Shares held in associate (number of shares)	-	33,000
Percentage ownership	-	31.4%
Carrying value	-	24,357

Movements in carrying amount of investment in associate

Balance at beginning of the year	24,357	-
Acquisition of investment	-	24,200
Share of loss after income tax	(2,607)	(150)
Share of movement in foreign currency translation reserve	714	307
Share of net changes in fair value of financial assets	(22)	-
Loss of significant influence	(22,442)	-
Balance at end of the year	-	24,357

Market value of investment in associates

Market value of investment-20,795
-------------------------------------------

On 12 April 2023, the Company's investment within Montage was reduced from 31.4% to 17.8% due to the issuance of 24,500,600 ordinary shares. It was assessed at this time by Management that the Company had lost significant influence and as such, the investment in Montage could no longer be treated as an Associate. Upon loss of significant influence, the fair value of the shares exceeded the carrying value by $5,831,423, and the cumulative gain recognised in Other Comprehensive Income of $691,875 was reclassified from equity to profit and loss. Subsequently, the investment was designated as fair value through Other Comprehensive Income. From 12 April to 30 June, the fair value of the investment in Montage decreased by $5,025,286, which has been recognised within Other Comprehensive Income (see note 17).

(continued)

Reconciliation of gain associated with the investment in Montage

Share of Associate's losses up to 12 April 2023	(2,607)
Fair value gain on investment upon loss of significant influence	5,831
Equity items recycled to profit and loss upon loss of significant influence	692
Gain associated with the investment in Montage	3,916

ACCOUNTING POLICY

An Associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group's investment in its Associate and joint venture are accounted for using the equity method. Under the equity method, the investment in an Associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the associate since the acquisition date. When the Group's share of losses in an Associate equals or exceeds its interest in the Associate, including any unsecured long-term receivables and loans, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the Associate.

17. OTHER FINANCIAL ASSETS AND LIABILITIES

	AT 30 JUNE 2023$'000	AT 30 JUNE 2022$'000
Equity investments at fair value through other comprehensive income
Equity investment in Montage	23,249	-
Equity investment in other listed entities	691	364
	23,940	364
Gains/(losses) recognised in other comprehensive income
Equity investment in Montage	(5,025)	-
Equity investment in other listed entities	(229)	(154)
	(5,254)	(154)

ACCOUNTING POLICY

RECOGNITION & MEASUREMENT

These financial assets consist of investments in ordinary shares, comprising principally of marketable equity securities. Investments are initially recognised at fair value plus transaction costs. Unrealised gains and losses arising from changes in the fair value of these investments are recognised in equity in the asset revaluation reserve.

The fair value of the listed securities is based on quoted market prices and accordingly is a Level 1 measurement basis on the fair value hierarchy.

(continued)

18. SUBSIDIARIES

The parent entity of the Group is Perseus Mining Limited, incorporated in Australia, which has the following direct and indirect subsidiaries. New subsidiaries in the year are marked with a dagger (†).

NAME OF SUBSIDIARY	PLACE OF INCORPORATION	BENEFICIALINTEREST %
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 Limited Company	Ghana	100%
Kojina Resources Limited Company	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%
Perseus Sudan Holdings Pty Ltd	Australia	100%
Orca Gold Inc.	Canada	100%
Indirect subsidiaries
Perseus Mining (Ghana) Limited Company	Ghana	90%
Perseus Ghana Exploration Limited Company	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 Mining Services Côte d'Ivoire 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	Mali	100%
Perseus Mining Fimbiasso S.A	Côte d'Ivoire	86%
Perseus Services DMCC *	United Arab Emirates	100%
Shark (BVI) Inc.	British Virgin Islands	100%
Orca Gold Management Services Ltd	United Kingdom	100%
Sudan (BVI) Inc.	British Virgin Islands	100%
Sand Metals Company Ltd	Sudan	100%
Meyas Sand Minerals Co. Ltd	Sudan	70%

* Previously Orca Gold Management DMCC

Shark Emirates Inc. was liquidated during the period

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) and Perseus Mining Fimbiasso S.A is held by other local interests. The government of Sudan holds a 20% free-carried interest in Meyas Sand Minerals Co. Ltd, with the remaining 10% owned by Meyas Nub Multiactivities Co. Ltd.

19. PARENT ENTITY DISCLOSURES

	AT 30 JUNE 2023$'000	AT 30 JUNE 2022$'000
Company Statement of Financial Position
Assets
Current assets	2,406	1,166
Non-current assets	1,062,555	847,215
	1,064,961	848,381
Liabilities
Current liabilities	690	143
Non-current liabilities	-	72,540
	690	72,683
Equity
Issued capital	1,050,011	832,026
Accumulated losses	(22,066)	(94,067)
Asset revaluation reserve	(9,355)	(4,102)
Share-based payments reserve	45,681	41,841
	1,064,271	775,698
Profit/(Loss) for the year	108,906	29,117
Total comprehensive profit/(loss) for the year	104,805	28,963

• There were no contingent liabilities of the parent entity at 30 June 2023.
• There were no commitments to acquire property, plant and equipment by the parent entity at 30 June 2023.

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.

(continued)

20. RELATED PARTY TRANSACTIONS

The Group has a related-party relationship with its subsidiaries included in note 18, and its KMP. The Group had no transactions with Related Parties outside of these groups. Details of compensation payable to the KMP are included in the Remuneration Report on pages 99 to 111, within the Directors' Report, and is summarised below:

	AT 30 JUNE 2023$'000	AT 30 JUNE 2022$'000
Short-term employee benefits	4,154	3,677
Long-term employee benefits	252	60
Post-employment benefits	124	123
Share-based payments	1,810	2,284
	6,340	6,144

21. REMUNERATION OF AUDITORS

	AT 30 JUNE 2023$'000	AT 30 JUNE 2022$'000
Amounts to PricewaterhouseCoopers (Australia)
Audit and review of the financial statements of the Group	235	212
ESG sustainability assurance	89	43
Non-audit services	326	129
Amounts to PricewaterhouseCoopers (overseas firms)
Audit and review of financial statements of the Group, and local statutory audits	380	267
Non-audit services	158	7
Amounts to MHA Macintyre Hudson (overseas firms)
Audit and review of the financial reports of local statutory accounts	-	5
Non-audit services	-	8
Amounts to Sheik & Co (overseas firms)
Audit and review of the financial statements of local statutory accounts	25	-
Non-audit services	-	-
Amounts to KSI Shah & Associates (overseas firms)
Audit and review of the financial statements of local statutory accounts	4	-
Non-audit services	-	-
	1,217	671

(continued)

22. CASH FLOWS FROM OPERATING ACTIVITIES

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

	AT 30 JUNE 2023$'000	AT 30 JUNE 2022$'000
Profit from ordinary activities after income tax	476,718	279,921
Add back non-cash items:
Depreciation and amortisation	219,495	215,003
Foreign currency loss	(497)	2,558
Other income	(2,440)	(1,785)
Share based payments	3,818	4,575
Fair value gain on investment at fair value through profit or loss	-	(16,293)
Impairment and write-offs	9,355	43,387
Other non-cash losses	5,504	-
Share of associate's losses	2,607	(150)
Gain on loss of significant influence in Montage	(5,831)	-
Borrowing costs	6,745	9,678
Change in operating assets and liabilities:
Increase in net tax balances	(8,587)	(3,533)
Increase in inventories	(65,043)	(26,635)
Increase in receivables	(31,016)	(2,840)
Decrease/(increase) in other assets	11,076	(11,038)
Increase in payables	26,439	28,137
(Decrease)/increase in provision	(23)	1,923
Net cash from operating activities	648,320	522,908

23. SHARE-BASED PAYMENTS

Performance rights were issued to Directors and employees of the Company under the terms of the Company's Performance Rights Plan ("PR Plan") approved by shareholders in November 2022 as disclosed in the Remuneration Report under Long Term Incentives on page 104. These performance rights were issued at nil consideration and each performance right will convert to an ordinary share upon satisfaction of vesting criteria.

(continued)

The following table illustrates the number and movements in performance rights during FY23 under the Plan.

			BALANCEAT START OFPERIOD	GRANTEDDURING THEPERIOD	EXERCISEDDURING THEPERIOD	FORFEITEDDURING THEPERIOD	BALANCE ATEND OF THEPERIOD	VESTED ANDEXERCISEABLE AT ENDOF PERIOD
GRANTDATE	VESTINGDATE	EXPIRYDATE	NUMBER	NUMBER	NUMBER	NUMBER	NUMBER	NUMBER
		ISSUED TO DIRECTORS—LONG-TERM INCENTIVES
28-Nov-18	31-Dec-21	28-Nov-25	333,333		-	-	333,333	333,333
29-Nov-19	30-Jun-22	29-Nov-26	1,346,500		-	-	1,346,500	1,346,500
26-Nov-20	30-Jun-23	26-Nov-27	632,960		-	-	632,960	632,960
25-Nov-21	30-Jun-24	25-Nov-28	531,619		-	-	531,619	-
22-Nov-22	30-Jun-25	22-Nov-29	-	411,197	-	-	411,197	-
ISSUED TO DIRECTORS—SHORT-TERM INCENTIVES
25-Nov-21	30-Jun-22	25-Nov-28	127,076		(127,076)	-	-	-
22-Nov-22	30-Jun-23	22-Nov-29	-	81,925	-	-	81,925	81,925
		ISSUED TO OTHERS—LONG-TERM INCENTIVES
3-Aug-17	30-Jun-20	3-Aug-24	245,000		(245,000)	-	-	-
7-May-19	31-Dec-21	7-May-26	700,000		(700,000)	-	-	-
27-Jun-19	31-Dec-21	27-Jun-26	-		-	-	-	-
26-Sep-19	30-Jun-22	26-Sep-26	7,015,300		(6,744,600)	(270,700)	-	-
26-Aug-20	30-Jun-23	26-Aug-27	3,100,723		-	(786,965)	2,313,758	2,313,758
14-Apr-21	30-Jun-23	14-Apr-28	1,000,000		-	-	1,000,000	1,000,000
25-Aug-21	30-Jun-24	25-Aug-28	3,197,580		-	(1,071,889)	2,125,691	-
19-Oct-21	30-Jun-24	25-Aug-28	200,000		-	-	200,000	-
27-Jul-22	30-Jun-25	4-Aug-29	-	2,795,345	-	(606,904)	2,188,441	-
27-Feb-23	30-Jun-25	27-Feb-30	-	539,778	-	-	539,778	-
		ISSUED TO OTHERS—SHORT-TERM INCENTIVES
29-Jul-20	30-Jun-21	29-Jul-27	57,336		(57,336)	-	-	-
25-Aug-21	30-Jun-22	25-Aug-28	387,934		(387,934)	-	-	-
4-Aug-22	30-Jun-23	4-Aug-29	-	243,209	(23,191)	(24,129)	195,889	195,889
			18,875,361	4,071,454	(8,285,137)	(2,760,587)	11,901,091	5,904,365

The following table illustrates the number and movements in performance rights during FY22 under the PR Plan:

			BALANCEAT START OFPERIOD	GRANTEDDURING THEPERIOD	EXERCISEDDURING THEPERIOD	FORFEITEDDURING THEPERIOD	BALANCE ATEND OF THEPERIOD	VESTED ANDEXERCISEABLE AT ENDOF PERIOD
GRANTDATE	VESTINGDATE	EXPIRYDATE	NUMBER	NUMBER	NUMBER	NUMBER	NUMBER	NUMBER
		ISSUED TO DIRECTORS—LONG-TERM INCENTIVES
28-Nov-18	31-Dec-21	28-Nov-25	333,333	-	-	-	333,333	333,333
29-Nov-19	30-Jun-22	29-Nov-26	1,346,500	-	-	-	1,346,500	1,346,500
26-Nov-20	30-Jun-23	26-Nov-27	632,960	-	-	-	632,960	-
25-Nov-21	30-Jun-24	25-Nov-28	-	531,619	-	-	531,619	-
ISSUED TO DIRECTORS—SHORT-TERM INCENTIVES
26-Nov-20	30-Jun-21	26-Nov-27	65,448	-	(65,448)	-	-	-
25-Nov-21	30-Jun-22	25-Nov-28	-	127,076	-	-	127,076	127,076
		ISSUED TO OTHERS—LONG-TERM INCENTIVES
3-Aug-17	30-Jun-20	3-Aug-24	775,000	-	(530,000)	-	245,000	245,000
7-May-19	31-Dec-21	7-May-26	4,408,333	-	(3,508,333)	(200,000)	700,000	700,000
27-Jun-19	31-Dec-21	27-Jun-26	4,200,000	-	(3,725,000)	(475,000)	-	-
26-Sep-19	30-Jun-22	26-Sep-26	7,614,500	-	-	(599,200)	7,015,300	7,015,300
26-Aug-20	30-Jun-23	26-Aug-27	3,445,167	-	-	(344,444)	3,100,723	-
14-Apr-21	30-Jun-23	14-Apr-28	1,000,000	-	-	-	1,000,000	-
25-Aug-21	30-Jun-24	25-Aug-28	-	3,623,455	-	(425,875)	3,197,580	-
19-Oct-21	30-Jun-24	25-Aug-28	-	200,000	-	-	200,000	-
		ISSUED TO OTHERS—SHORT-TERM INCENTIVES
29-Jul-20	30-Jun-21	29-Jul-27	195,132	-	(137,796)	-	57,336	57,336
25-Aug-21	30-Jun-22	25-Aug-28	-	425,069	-	(37,135)	387,934	387,934
			24,016,373	4,907,219	(7,966,577)	(2,081,654)	18,875,361	10,212,479

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

(continued)

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 2023.

GRANTDATE	EXERCISEPRICE	EXPECTED LIFEOF PERFORMANCERIGHTS (YEARS)	PRICE OFUNDERLYINGSHARES ATGRANT DATE	VOLATILITY(%) –PERSEUSSHARE PRICE	VOLATILITY(%) –PEER GROUPRANGE	DIVIDENDSEXPECTEDON SHARES	RISK-FREEINTERESTRATE (%) -RANGE	PERFORMANCEPERIOD TO:
26-Sep-19	Nil	2.8	$0.74	54.20%	38.4%-81.0%	Nil	0.67%	30-Jun-22
29-Nov-19	Nil	2.6	$0.87	58.90%	32.3%-78.7%	Nil	0.59%	30-Jun-22
26-Aug-20	Nil	2.8	$1.37	58.30%	42.9%-59.8%	Nil	0.28%	30-Jun-23
26-Nov-20	Nil	2.6	$1.13	58.50%	43.5%-65.5%	Nil	0.10%	30-Jun-23
14-Apr-21	Nil	2.2	$1.27	59.70%	45.0%-63.3%	Nil	0.16%	30-Jun-23
25-Nov-21	Nil	2.6	$1.69	58.00%	43.8%-62.4%	1%	1.04%	30-Jun-24
25-Aug-21	Nil	2.8	$1.47	57.59%	44.4%-62.2%	1%	0.18%	30-Jun-24
19-Oct-21	Nil	2.7	$1.69	58.17%	43.9%-62.3%	1%	0.66%	30-Jun-24
27-Jul-22	Nil	2.9	$1.64	53.10%	41.8%-78.0%	1%	2.87%	30-Jun-25
22-Nov-22	Nil	2.6	$2.15	52.50%	41.0%-81.8%	1%	3.21%	30-Jun-25
27-Feb-23	Nil	3.0	$1.92	49.10%	37.9%-76.1%	1%	3.64%	30-Jun-25

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 4 of the Remuneration Report for the fair value of the performance rights at the grant date.

24. SUMMARY OF OTHER SIGNIFICANT ACCOUNTING POLICIES

REVENUE FROM GOLD SALES

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 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.

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 2023 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 Sde-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

(continued)

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, consolidated statement of changes in equity and consolidated 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.

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 Consolidated Statement of Comprehensive Income, within finance costs. All other foreign exchange gains and losses are presented in the Consolidated 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;

(continued)

• 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 Consolidated Statement of Comprehensive Income.

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 consolidated 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.

25. CONTINGENCIES

The Group presently has tax matters and other claims as a result of routine and regular tax reviews and audits by tax authorities in each jurisdiction, for which the timing of resolution and potential economic outflows are uncertain. Obligations assessed as having probable future economic outflows capable of reliable measurement are provided at reporting date and matters assessed as having possible future economic outflows capable of reliable measurement are separately disclosed below.

Consistent with industry practice in Ghana, Perseus Mining (Ghana) Limited Company has been audited by the GRA for the periods ended 30 June 2010 to 30 June 2017 and 30 June 2018 to 30 June 2021. Various matters were referred to the Ghanaian courts. On 1 June 2023 the Court of Appeals ruled in PMGL's favour, however the GRA may appeal this decision. Based on management's understanding of the matters decided by the Court of Appeal and external legal advice, they do not believe that the Group will ultimately have any material exposure as a result of these audits, supported by the Court of Appeals recent ruling.

Perseus has agreed compensation with about two thirds of the landowners 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 landowners 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. In this case, the commercial case has declared itself competent which decision has been appealed. Perseus expects the Cour de Cassation to confirm its earlier judgment in the similar case and declare the commercial courts 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 landowners.

26. COMMITMENTS

A. EXPLORATION COMMITMENTS

With respect to the Group's mineral property interests in Ghana, Côte d'Ivoire and Sudan, 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
	2023$'000	2022$'000
Within one year	4,285	4,550
One year or later and not later than five years	10,526	14,436
Later than five years	-	-
	14,811	18,986

B. GOLD DELIVERY COMMITMENTS

	GOLD FORPHYSICALDELIVERYOZ	CONTRACTEDSALES PRICEUS$/OZ	VALUE OFCOMMITTED SALESUS$'000
Within one year	267,400	1,989	531,752
Later than one but not later than five years	87,600	2,067	181,025

The 355,000 ounces of gold sales commitments represents 24.0% of anticipated gold production over the next three years.

CAPITAL COMMITMENTS

There are $nil remaining capital commitments (at 30 June 2022: $nil).

27. SUBSEQUENT EVENTS

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

• In July 2023, 5,904,365 performance rights that had previously been issued to employees vested under the terms of the Perseus Performance Rights Plan, of which 1,780,822 were subsequently exercised.
• In August 2023, an additional 225,000 performance rights were exercised.
• On 31 August 2023, the Board of Directors declared a final dividend of $0.0248 per share.

DIRECTORS' DECLARATION

In the Directors' opinion:

• (a) the Financial Statements and notes set out on pages 115 to 153 are in accordance with the Corporations Act 2001, including:
  • (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
  • (ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2023 and of its performance for the financial year ended on that date, and
• (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable, and

Page 120 confirms that the Financial Statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The Directors have been given the declarations by the Managing Director and Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001.

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

Jeffrey Allan Quartermaine Managing Director and Chief Executive Officer Perth, 31 August 2023

INDEPENDENT AUDITOR'S REPORT

(continued)

ADDITIONAL SHAREHOLDER INFORMATION

The shareholder information set out below was applicable as at 1 August 2023.

SUBSTANTIAL SHAREHOLDERS

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

NAME OF HOLDER	NUMBER OF ORDINARYSHARES
Van Eck Associates Corporation	150,006,001
Macquarie Group Limited	73,229,624
The Vanguard Group, Inc	68,448,661

DISTRIBUTION OF HOLDERS OF EQUITY SECURITIES
RANGE	NUMBER OF HOLDERS	SHARES	% SHARES
1 to 1,000	2,483	1,136,021	0.08
1,001 to 5,000	2,522	6,720,444	0.49
5,001 to 10,000	999	7,690,334	0.56
10,001 to 100,000	1,350	39,009,704	2.85
100,001 and over	186	1,315,211,169	96.02
Total	7,540	1,369,767,672	100.00

UNMARKETABLE PARCELS
	MINIMUM PARCELSIZE	HOLDERS	SHARES
Minimum $500.00 parcel size at $1.78 per share	281	789	47,024

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.

ADDITIONAL SHAREHOLDER INFORMATION

(continued)

TWENTY LARGEST SHAREHOLDERS

	NUMBER OF SHARES	%HELD
HSBC Custody Nominees (Australia) Limited	661,160,037	48.27
JP Morgan Nominees Australia Pty Limited	211,352,078	15.43
Citicorp Nominees Pty Limited	172,451,562	12.59
BNP Paribas Noms Pty Ltd	65,314,257	4.77
CDS & Co	37,086,862	2.71
BNP Paribas Nominees Pty Ltd ACF Clearstream	33,234,514	2.43
National Nominees Limited	31,031,135	2.27
BNP Paribas Nominees Pty Ltd	15,312,900	1.12
BNP Paribas Nominees Pty Ltd < IB AU Noms Retail Client DRP>	9,169,753	0.67
BNP Paribas Nominees Pty Ltd	7,391,398	0.54
New Economy Com Au Nominees Pty Ltd <900 account>	4,531,339	0.33
HSBC Custody Nominees (Australia) Limited	3,749,228	0.27
Citicorp Nominees Pty Limited	3,525,854	0.26
Mr Richard Arthur Lockwood	3,135,000	0.23
Mr Jeffrey Allan Quartermaine	1,992,524	0.15
HSBC Custody Nominees (Australia) Ltd A/C2	1,780,264	0.13
Woodross Nominees Pty Ltd	1,561,289	0.11
HSBC Custody Nominees (Australia) Limited	1,550,455	0.11
UBS Nominees Pty Ltd	1,541,229	0.11
Warbont Nominees Pty Ltd	1,414,661	0.10
Total	1,268,286,339	92.59

(continued)

MINERAL CONCESSION INTERESTS AT 2 August 2023

CONCESSION NAME	REGISTERED	FILE/PERMIT	PERSEUS'SCURRENTEQUITY	MAXIMUMEQUITYINTERESTCAPABLEOFBEING
AND TYPE	HOLDER	NUMBER	INTEREST	EARNED	NOTES
Location - Ghana
Edikan GoldMine (EGM) Leases- Ayanfuri mining lease- Nanankaw mining lease	Perseus Mining (Ghana) LimitedCompany("PMGL")	ML6/15ML3/2	90%	90%	1, 2, 3, 12
NsuaemProspecting Licence	Perseus Mining (Ghana) LimitedCompany	PL3/26	90%	90%	1, 2
DunkwaProspecting Licence	Perseus Mining (Ghana) LimitedCompany	PL3/27	90%	90%	1, 2, 6
Agyakusu AMProspecting Licence	Perseus Mining (Ghana) LimitedCompany	PL 2/177	90%	90%	1, 9
Grumesa-AwisamProspecting Licence	Sun Gold Resources Limited Company	PL2/30	90%	90%	1, 4, 8
DomenaseProspecting Licence	Perseus Mining (Ghana) LimitedCompany	PL3/79	90%	90%	1, 14
AgyakusuProspecting Licence	Perseus Mining (Ghana) LimitedCompany	PL2/599	90%	90%	1, 15
Location – Côte d'Ivoire
SissinguéExploitation Permit	Perseus Mining Côte d'Ivoire S.A.	PE39	86%	86%	1, 4, 5
YaouréExploitation Permit	Perseus Mining Yaouré S.A.	PE50	90%	90%	1
FimbiassoExploitation Permit	Perseus Mining Fimbiasso S.A.	PE55	86%	86%	1, 7
Yaouré WestExploration Permit	Perseus Yaouré s.a.r.l.	PR 615	90%	90%	1
MahaléExploration Permit	Occidental Gold s.a.r.l. (Occidental)	PR 259	90%	90%	1, 7
BagoéExploration Permit	Aspire Nord s.a.r.l.	PR 321	90%	90%	1, 13
KorhogoExploration Permit	Aspire Nord s.a.r.l.	PR 320	90%	90%	1
KossouExploration Permit	Perseus Yaouré s.a.r.l.	PR 853	90%	90%	1
Location – Sudan
Block 14Mining Lease	Meyas Sand Minerals Co Ltd		70%	70%	10, 11
Block 14Prospecting Licence	Meyas Sand Minerals Co Ltd		70%	70%	11

ADDITIONAL SHAREHOLDER INFORMATION

(continued)

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 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. The Fimbiasso Exploitation Permit has been carved-out from the Mahalé exploration permit and has been transferred to a special purpose exploitation company Perseus Mining Fimbiasso S.A.
• 1. In September 2021, Sun Gold entered into an agreement with Blox SPV1 Ltd pursuant to which Blox will purchase the Grumesa permit from Sun Gold. The transfer of the permit is subject to approval from the Government of Ghana which has been applied for.
• 1. The Agyakusu prospecting licence was acquired from Adio Mabas Ghana Ltd in April 2022. Under the terms of the sale and purchase agreement, a royalty of 1.5% is payable on gold production. As part of an internal restructuring, the Agyakusu licence was transferred from Perseus Exploration Limited Company to PMGL in 2022. Part of the area covered by the licence was added to the Nanankaw mining lease by way of enlargement in July 2023.
• 1. The Block 14 mining lease consists of 19 separate mining lease blocks but is administered as one tenement under the Mining Lease concluded with the Government of Sudan.
• 1. The shareholding in Meyas Sand is 70% Perseus, 20% Government of Sudan and 10% local interests. A production royalty of 7% is payable to the Government of Sudan.
• 1. The Nanankaw mining lease was enlarged in July 2023 by adding part of the area covered by the Agyakusu prospecting licence. A royalty of 1.5% is payable to the previous owners of the Agyakusu licence, Adio Mabas Ghana Ltd, on gold produced from the area added to the lease.
• 1. Aspire Nord has applied for an exploitation permit in respect of the area covered by Bagoé Exploration Permit.
• 1. The Domenase prospecting licence was acquired from Union Minerals Prospecting Co Limited in January 2023. Under the terms of the sale and purchase agreement, a royalty of 1.5% is payable on gold production.
• 1. The DML Agyakusu prospecting licence was acquired from DML Investment Ltd in January 2023. Under the terms of the sale and purchase agreement, a royalty of 1% is payable on gold production.

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.

Level 2 437 Roberts Road SUBIACO Western Australia 6008 perseusmining.com