PERSEUS MINING LIMITED — Capital/Financing Update 2005

Oct 24, 2005

25 October 2005

The Manager Australian Stock Exchange Ltd Level 4 20 Bridge Street Sydney, NSW 2000

Dear Sir

ISSUE OF SECURITIES

Perseus Mining Ltd confirms the allotment of 9m shares at an issue price of 20 cents each together with 4.5m free attaching options to raise \$1.8 million. This together with the \$700,000 placement of securities to Macquarie Bank Ltd in September 2005 completes the \$2.5m placement referred to in the Company's market announcement dated 6 September 2005.

An Appendix 3B is attached with respect to the new securities issues and the Company gives notice that:

• it issued the securities without disclosure to investors under Part 6D.2 of the Corporations Act $\bullet$ 2001 ("Act");
• $\bullet$ this notice is being given under section 708A(5)(e) of the Act;
• as at today's date, the Company has complied with:
• $\ddot{\textbf{a}}$ the provisions of Chapter 2M of the Act as they apply to the Company; and
• section 674 of the Act; and $(ii)$
• as at today's date there is no other information that is excluded information which is required to be set out in this notice pursuant to section $708A(6)(e)$ of the Act.

Yours faithfully

S Anas

Susmit Shah Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 177/96. Origin: Appendix 5. Amended 177/98, 1/9799, 177/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

PERSEUS MINING LIMITED

ABN 27 106 808 986

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

	+ Class of + securities issued or to be issued	Fully paid ordinary shares Options to acquire fully paid ordinary shares
2	Number of + securities issued or to be issued (if known) or maximum number which may be issued	9,000,000 ordinary shares 4,500,000 options
3	Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if securities. *convertible = the. conversion price and dates for conversion)	Options are exercisable at 20 cents each on or before 31 March 2009.

⁺ See chapter 19 for defined terms.

$\overline{4}$ Do the ^*securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration

Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets)

20 cents per share; option issued free

Yes, rank equally in all respects with PRU

and PRUO classes of securities

respectively.

For exploration on the Company's projects, particularly Tengrela drilling, Tolubay drilling and Grumesa toll treatment feasibility work and for overhead expenditure and general working capital.

$\overline{\overline{z}}$ Dates of entering ⁺securities into uncertificated holdings or despatch of certificates

25 October 2005

8 Number and ⁺class of all *securities quoted on ASX (including the securities in clause) 2 if applicable)

Number	+ Class
38,585,005	Ordinary fully paid shares (PRU)
19,292,500	Options exercisable at $20$ cents each on $\,$ or before 31 March 2009 (PRUO)

$+$ See chapter 19 for defined terms.

$\overline{9}$ Number and ⁺class of all ⁺securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
33,433,445	Ordinary fully paid shares $(PRU)$ – subject to escrow till 22/09/2006.
9,740,000	Options exercisable at 20 cents each on or before 31 March 2009.

$10^°$ trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a $\sqrt{\phantom{a}}$ No plans to pay dividends at this stage.

Part 2 - Bonus issue or pro rata issue

Not Applicable
11	holder approval security Is. required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the *securities will be offered
14	+ Class of + securities to which the offer relates
15	+ Record determine date 10 10 entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has *security holders who will not be sent issue new documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

⁺ See chapter 19 for defined terms.

19	Closing date for receipt οf acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23.	Fee or commission payable to the broker to the issue
24	of any handling fee Amount payable to brokers who lodge acceptances or renunciations on behalf of + security holders
25	If the issue is contingent on *security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do *security holders sell their entitlements in full through a broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?

$+$ See chapter 19 for defined terms.

• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?
• 33 ⁺Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities $(iick one)$ $(a)$ Securities described in Part 1 $(b)$ All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• If the *securities are *equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
• 36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 $10,001 - 100,000$ 100,001 and over 37 A copy of any trust deed for the additional *securities

35

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Nur $^+$ que
• 39 Clas quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing *class of quoted ⁺securities?

If the additional securities do not rank equally, please state:

• the date from which they do $\bullet$
• the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend, distribution or interest payment
• Reason for request for quotation 41 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

Number	+ Class

	nber of securities for which [ otation is sought
	ss of "securities for which
	المتلب والمستنقص والمتلق والمناقص

$+$ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the securities to be quoted complies with the law and is not for an $\bullet$ illegal purpose.
• There is no reason why those 'securities should not be granted 'quotation.
• An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before 'quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Shing

Sign here:

(Company secretary)

Date: 25 October 2005

Print name: Susmit Shah

$=$ $=$ $=$ $=$ $=$ $=$