PERSEUS MINING LIMITED — Capital/Financing Update 2006

Dec 20, 2006

Rule 27, 310 3 310 4 310 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, 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 beissued	Ordinary shares and Options to acquireordinary shares - offered for subscriptionunder a prospectus dated 5 December 2006.
2	Number of + securities issued or tobe issued (if known) or maximumnumber which may be issued	8,900,000 shares4,450,000 options
3	Principal terms of the *securities	Shares will rank equally with existing
(eg, if options, exercise price andexpiry date; if partlypaid		quoted ordinary shares.
	*securities, the amount outstandingand due dates for payment; ifsecurities,*convertiblethe.conversion price and datesfor	Options will be a new class ("NewOptions" – refer to Attachment 1 for fullterms.
	conversion)

$\overline{4}$ Do the +securities rank equally in all See number 3 above. 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)

40 cents per share, with the options issued as free attaching options on a 1 for 2 basis.

To raise up to $3.56 million for the purposes of funding exploration and feasibility activities on the Company's gold projects in Ghana, Ivory Coast and the Kyrgyz Republic.

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

To be advised

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

Number	+Class
98,440,950	Ordinary fully paidshares (PRU)
23,280,000	Options exercisableat 20 cents each onor before 31 March2009 (PRUO)

		Number	+ Class
9	Numberand + class ofall*securities not quoted on ASX(including the securities in clause2 if applicable)	4,450,000	Options exercisableat 50 cents each onor before 29February 2008.
		3,880,000	Options exercisableat 20 cents each onor before 31 March2009.
		1,135,000	Options exercisableat 26 cents eachprior to 1 December2008.
		1,000,000	Options exercisableat 35 cents eachbetween 1 April2006 and 31 March2007.
		800,000	Options exercisableat 45 cents each$(400,000)$ and 50cents each (400,000)prior to 6 June 2009.

Dividend policy (in the case of a No plans to pay dividends at this stage.trust, distribution policy) on the increased capital (interests) $10$

		Not Applicable
11	holdersecurityapprovalls.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	*Recorddatedetermineto.entitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has *security holders whowill not be sent new issuedocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforοfreceiptacceptances 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

Part 2 - Bonus issue or pro rata issue

24	any handlingfeeAmount ofpayable to brokers who lodgeacceptances or renunciationson.behalf of + security holders
25.	If the issue is contingenton*security holders' approval, the dateof the meeting
26	Date entitlement and acceptanceform 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)
30.	How do *security holders sell theirentitlements in full through- abroker?
31	How do "security holders sell partof their entitlements through abroker and accept for the balance?
32.	How do *security holders disposeof their entitlements (except by salethrough 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
(a)	(tick one)	Quotation is only sought for 8,900,000 shares not for the 4,450,000 options
(b)		All other securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

37

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 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

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

38	Number of securities for which*quotation is sought
39.	Class of *securities for whichquotation is sought
40	Do the *securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?
	If the additional securities do notrank equally, please state:the date from which they do۰whichtheextent tothey۰participate for the next dividend,thecaseоf(inatrust.distribution) or interest paymentthe extent to which they do not٠rank equally, other than inrelation to the next dividend.distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end of
	restriction periodissued upon conversion(if)оfanother security, clearly identify thatother security)
		Number	*Class
42.	Number and + class of all + securitiesquoted on ASX (includingthe

	Number	U ss
Number and + class of all + securitiesquoted on ASX (including thesecurities in clause 38)

Ouotation agreement

• $+$ Ouotation of our additional $+$ securities is in ASX's absolute discretion. ASX may quote the $\mathbf{I}$ $+$ securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
  • The issue of the $+$ securities to be quoted complies with the law and is not for 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.
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or $\overline{\mathbf{3}}$ 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 $\dagger$ quotation of the $\dagger$ securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

$\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$

Sign here:

(Company secretary)

mummummummummum Date: 21 December 2006

Susmit Shah Print name:

Attachment 1

The New Options entitle the holder to subscribe for Shares on the following terms:

• 1. Each New Option entitles the holder to subscribe for and be allotted one Share. The exercise price is 50 cents per New Option.
• 1. New Options expire at 5.00p.m. AWST on 29 February 2008 (the "Expiry Date"). The New Options are exercisable by notice in writing to the Company accompanied by payment of the exercise price.
• 1. Subject to the Corporations Act and the Constitution, the New Options are fully transferable. However ASX quotation will not be sought for the New Options.
• 1. Shares will be allotted and issued pursuant to the exercise of New 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 New Options will rank pari passu in all respects with existing Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of New Options within 3 business days after the date of allotment of those Shares.
• 1. There are no participating rights or entitlements inherent in the New 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 New 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 New 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 New Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any New 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 New Options held, the number of Shares to be issued on exercise of the New Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.