PERSEUS MINING LIMITED — Capital/Financing Update 2005

Sep 7, 2005

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

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
$\overline{2}$	Number of $\pm$ securities issued or to be issued (if known) or maximum number which may be issued	3,500,000 shares 1,750,000 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 convertible securities, the conversion price and dates for	Options are exercisable at 20 cents each on or before 31 March 2009.

conversion)

$+$ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	PRUO classes of securities respectively.	Yes, rank equally in all respects with PRU and
	If the additional securities do not rank equally, please state: the date from which they do ۰ which the extent $\mathbf{10}$ they ۰ participate for the next dividend, case οf the a. (in trust. distribution) or interest payment the extent to which they do not ۰ rank equally, other than in relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	20 cents per share; option issued free
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	capital.	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
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	8 September 2005
		Number	*Class
8	and Number class of - all securities quoted on ASX. (including the securities in clause	29,585,005	Ordinary fully paid shares (PRU)
	2 if applicable)	14,792,500	Options exercisable at 20 cents each on or before 31 March 2009 (PRUO)

⁺ See chapter 19 for defined terms.

before 31 March 2009.

		Number	+ Class
-9	$\text{r}$ class of all 33,433,445 Number and *securities not quoted on ASX (including the securities in clause 2 if applicable)		fully Ordinary paid shares $(PRU)$ - subject till escrow tо 22/09/2006.
		9,740,000	Options exercisable at 20 cents each on or

$10$ 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 Is security approval required?
• $12²$ Is the issue renounceable or nonrenounceable?
• Ratio in which the "securities will 13 be offered
• *Class of *securities to which the $14$ offer relates
• 15 *Record date $\mathbf{t}$ determine entitlements
• Will holdings on different registers 16 (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 new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

$+$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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	Amount of any handling fec payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25.	If the issue is contingent on approval, "security holders" 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?
• How do *security holders sell part 31 of their entitlements through a broker and accept for the balance?
• $32$ How do *security holders dispose of their entitlements (except by sale through a broker)?
• 33 *Despatch date

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Part 3 - Quotation of securities

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

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$

$(b)$

35

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

If the "securities are "equity securities, the names of the 20 largest holders of the

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

	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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 ^*quotation is sought
• 39 Class of *securities for which 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:

• $\bullet$ 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
• 41 Reason for request for quotation now

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

$42^{\circ}$ Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

Number	+ Class

$+$ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{I}$ ⁴Quotation 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 ۰ 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 noone 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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" $\bullet$ to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• 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.
• We give ASX the information and documents required by this form. If any information $\overline{4}$ 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.

Khad

Sign here:

...................................... (Company secretary)

Print name:

Susmit Shah

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⁺ See chapter 19 for defined terms.