PERSEUS MINING LIMITED — Capital/Financing Update 2005

Jan 6, 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.

3,200,000

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).

$\mathbf{1}$ +Class of +securities issued or to be $\lceil$ issued

Options to acquire ordinary fully paid shares

• $\mathcal{D}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
• $\overline{3}$ Principal terms of the +securities (eg, if options, exercise price and date; if partly paid expiry +securities, the amount outstanding and due dates for payment; if securities. *convertible the conversion price and dates for conversion)

Exercisable at 20 cents each on or before 31 March 2009. Refer to Annexure A for full terms.

+ See chapter 19 for defined terms.

Do the *securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted	No
*securities?	If the options are exercised, the shares issued asa result will rank equally in all respects with theexisting ordinary fully paid shares.
rank equally, please state:the date from which they dowhichtheextent$\mathbf{10}$theyparticipate for the next dividend,οfthecase(ina.trust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	2,800,000 options have been issued to directorsconsultant,andainaccordancewithshareholder approval granted at the annualgeneral meeting held on 10 December 2004.400,000 options have been granted to theCompany's Chief Financial Officer.
Dates of entering "securities intouncertificated holdings or despatchof certificates	4 January 2005
	Number	*Class
Number+classofandall*securitiesquotedonASX.(including the securities in clause2 if applicable)	22,335,005	fullyOrdinarypaidshares (PRU)
	11,167,500	Options exercisable at20 cents each on orbefore 31 March 2009(PRUO)
	If the additional securities do notIssue price or consideration	Nil

+ See chapter 19 for defined terms.

		Number	+ Class
-9	allof.tclass to the following the following the following the following the following the set of the following the tNumberand	37, 183, 445	Ordinaryfullypaid
	*securities not quoted on ASX	(see note $(i)$ below)	shares
	(including the securities in clause
	2 if applicable)	12,015,000	Options exercisable at
		(see note (ii) below)	20 cents each on or
			before 31 March 2009

• $(i)$ All 37,183,445 shares are subject to ASX escrow conditions - 3,550,000 shares up to 5 March 2005, 150,000 shares up to 31 March 2005, 50,000 shares up to 12 April 2005, and 33,433,445 shares up to 22 September 2006.
• 8,815,000 options are subject to ASX escrow conditions 1,775,000 options up $(ii)$ to 5 March 2005, 75,000 options up to 31 March 2005, 25,000 options up to 12 April 2005, 540,000 options up to 7 July 2005 and 6,400,000 options up to 22 September 2006.
• $1010$ trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a $N/A$ – no plans to pay dividends at this stage

Part 2 - Bonus issue or pro rata issue

Not Applicable
$\mathbf{1}$	approvalsecurityholderIs.required?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the "securities willbe offered
14	*Class of *securities to which theoffer relates
15	determine*Recorddatetoentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions

$+$ See chapter 19 for defined terms.

18	Names of countries in which theentity has *security holders whowillnotЪcissuesentnewdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	ofClosingdateforreceiptacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee orcommission
22.	Names of any brokers to the issue
23.	Fee or commission payable to thebroker to the issue
24	Amount of any handlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of + security holders
25.	If the issue is contingenton"security holders"approval,thedate of the meeting
26	entitlement and acceptanceDateform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)

+ See chapter 19 for defined terms.

• 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

e,
è.

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 $(a)$

$(b)$ 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 bythose 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 Number of securities for which *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:

• 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

(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)

+ Class

$+$ 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 $\bullet$ an 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.
• 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 to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

+ See chapter 19 for defined terms.

• $\overline{3}$ 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.

Sheras

Sign here:

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

Susmit Shah Print name:

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$+$ See chapter 19 for defined terms.

Annexure A

• 1. Each Option entitles the holder to subscribe for and be allotted one ordinary Share. The exercise price is 20 cents per Option.
• 1. Options expire at 5.00p.m. on 31 March 2009 (the "Expiry Date"). Options are exercisable by notice in writing to the Company accompanied by payment of the exercise price.
• 1. Options are not transferable and no application will be made to the ASX for Official Ouotation of the Options.
• 1. Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the exercise price.
• 1. Shares issued upon exercise of Options will rank part passu in all respects with existing Shares. The Company will apply for Official Ouotation by ASX of all Shares issued upon the exercise of Options within 3 business days after the date of allotment of those Shares.
• 1. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each optionholder at least 9 business days before the record date for any proposed issue of capital. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• 1. There are no rights to a change in the exercise price, or in the number of Shares over which Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.
• 1. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option holder will be changed to the extent necessary to comply with the applicable Listing Rules at the time of the reorganisation.
• 1. The Company will, at least 20 business days before the Expiry Date, send notices to the optionholders stating the name of the optionholder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.
• 1. If the holder of the Options is not employed by or providing consulting services to or holding office in the Company or its subsidiaries as at 30 June 2005, then those Options will be cancelled.

+ See chapter 19 for defined terms.