PERSEUS MINING LIMITED

A.C.N. 106 808 986

PROSPECTUS

For an offer of 8,900,000 Shares at an issue price of 40 cents per Share together with 4,450,000 New Options

This document is important and requires your immediate attention. It should be read in its entirety. Due to the nature of the Company's activities, the Securities offered by this Prospectus should be considered speculative. Accordingly investors should consult their professional advisers before making an application for Securities offered by this Prospectus.

INDEX

Section		Page
	Corporate Directory and Brief Instructions	2
2	Details of the Offer	3
3	Capital Structure & Effect of the Issue	6
4	Rights attaching to the Securities	9
5	Additional Information	11
-6	Glossary	17

TIMETABLE OF IMPORTANT DATES

l Issue
Lodge Prospectus with ASIC	5 December 2006
Closing Date	15 December 2006
Allotment of Shares and dispatch of holding statements	21 December 2006
The Company reserves the right to change the Closing Date, without prior notice. This may impact on
subsequent dates.

IMPORTANT NOTICE

Investors should read this Prospectus in its entirety and, if in doubt, should consult their professional advisers before deciding whether to invest in the Company.

This Prospectus is dated 5 December 2006. A copy of this Prospectus was lodged with ASIC on 5 December 2006. ASIC and ASX take no responsibility for the contents of this Prospectus. No Securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made within seven days after the date of this Prospectus for admission of the Shares offered by this Prospectus to quotation on ASX (but not the attaching New Options).

In preparing this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and professional advisers who investors may consult.

No person is authorised to give any information or to make any representation in connection with the Issue described in this Prospectus. Any information or representation which is not contained in this Prospectus or disclosed by the Company pursuant to its continuous disclosure obligations may not be relied upon as having been authorised by the Company in connection with the Issue or this Prospectus.

This Prospectus is a "transaction-specific" prospectus issued under section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. The Prospectus is therefore intended to be read in conjunction with the publicly available information in relation to the Company, which has been notified to the ASX; it does not include all information that would be included in a prospectus for an offering of securities in a company that is not already listed on the ASX. Accordingly, prospective investors should also have regard to other publicly-available information in relation to the Company before deciding whether to apply for Securities under this Prospectus.

This Prospectus has not been, nor will it be, lodged, filed or registered with any regulatory authority under the securities laws of any other country. The securities the subject of this Prospectus have not been, nor will they be, approved by or registered with any regulatory authority of any other country. This Prospectus does not constitute an offer or issue in any place in which, or to any person to whom, it would not be lawful to make such an offer or issue. Those investors who receive this Prospectus as an electronic prospectus are advised that the issue of securities under the electronic prospectus is only available to persons receiving the electronic prospectus within Australia.

SECTION 1 CORPORATE DIRECTORY

Board of Directors

Registered & Principal Office

Reg Gillard (Non-Executive Chairman)	30 Ledgar Road
Mark Calderwood (Managing Director)	Balcatta Western Australia 6021
Colin Carson (Executive Director)	Telephone: (618) 9240 6344
Rhett Brans (Non-Executive Director)	Facsimile: (61 8) 9240 2406
Neil Fearis (Non-Executive Director)	Website: www.perseusmining.com
	Email: [email protected]

Company Secretary

Susmit Shah

Share Registry

Advanced Share Registry Services * 110 Stirling Highway Nedlands Western Australia 6009 Telephone: +61 8 9389 8033 Facsimile: +61 8 9389 7871

ASX codes

PRU -- ordinary shares PRUO - options expiring 31 March 2009 Montague Stockbrokers Pty Ltd* Level 2, 37 St George's Terrace Perth, Western Australia 6000

Telephone: +61 8 9225 2800 Facsimile: +61 8 9325 4311

Manager to the Issue

$\frac{d}{d\tau}$ This entity has not been involved in the preparation of any part of this Prospectus. Its name is included for information purposes only.

BRIEF INSTRUCTIONS

Applications for Securities may only be made during the application period (5 December 2006 to 15 December 2006 or such other dates as determined by the Directors) on the Application Form that accompanies this Prospectus. Instructions as to how to complete the Application Form are on the back of the Application Form. The Company will not accept applications that are not made on the Application Form.

Applications for Securities must be accompanied by the appropriate application money. Cheques should be drawn on an Australian bank in Australian dollars and should be made payable to "Perseus Mining Ltd Share Application Account" and be crossed "Not Negotiable". All Application Forms must be lodged at the following address:

Montagu Stockbrokers Pty Ltd	Montagu Stockbrokers Pty Ltd
PO Box Z5005 Perth St Georges Terrace	Citibank House
Western Australia 6831	Level 2, 37 St Georges Terrace, Perth
(Attn: Adam Davey)	Western Australia 6000
	(Attn: Adam Davey)

SECTION 2 DETAILS OF THE OFFER

2.1 The Offer

By this Prospectus, the Company is inviting investors to subscribe for 8,900,000 Shares at an issue price of 40 cents per Share, together with 4,450,000 free attaching New Options on the basis of one New Option for every two Shares subscribed for. The New Options are exercisable at 50 cents per Share and expire on 29 February 2009. They will not be quoted on the ASX.

The minimum Application is 5,000 Shares. In the event the total number of Shares applied for exceeds the total number of Shares offered under this Prospectus, applicants may receive less Shares than the number applied for. In these circumstances the Directors will determine the allocations in their absolute discretion.

2.2 Purpose of the Issue

The purpose of the Issue is to raise up to $3,560,000 (refer to Section 2.5 for details of minimum subscription). These funds, net of expenses of the Issue, will be used for exploration programs and for general working capital. Exploration programs include:

feasibility studies at Grumesa and Ayanfuri Projects in Ghana and the Obdilla Project in the Kyrgyz Republic;
drilling at all of the above projects as well as at Tengrela in Côte d'Ivoire and Savoyardy in the $\bullet$ Kyrgyz Republic; and
exploration on the Company's other projects in West Africa and the Kyrgyz Republic. $\bullet$

	Full Subscription	MinimumSubscription
	($3,560,000)	($2,000,000)
	S
Exploration programmes and working capital	3,329,990	1,866,090
Expenses of the Issue	230,010	133,910
Total	3,560,000	2,000,000

The information set out in the above table is a statement of intention as at the date of this Prospectus. The exact quantum of funds expended by the Company will be dependent on many factors that cannot be ascertained with complete accuracy at the date of this Prospectus. It is important to recognise that the use of funds may be subject to change in line with results, circumstances and other opportunities.

2.3 How to Apply

To apply for Securities under the Offer you must forward a completed Application Form, together with your cheque or cheques drawn on an Australian bank or bank draft made payable in Australian currency to "Perseus Mining Ltd - Share Application Account" to the following address:

Montagu Stockbrokers Pty Ltd	Montagu Stockbrokers Pty Ltd
PO Box Z5005 Perth St Georges Terrace	Citibank House
Western Australia 6831	Level 2, 37 St Georges Terrace, Perth
[ (Attn: Adam Davey)	Western Australia 6000
	(Attn: Adam Davey)

Completed Application Forms and cheques must be received no later than 5.00 pm AWST on the Closing Date. The Directors reserve the right to close the Offer early or to extend the Closing Date without prior notice.

Once an Application has been received and accepted by the Company you cannot withdraw it.

2.4 Overseas Residents

Persons resident outside Australia should consult their professional advisers as to whether any governmental or other consents are required, or whether formalities need to be observed to enable them to apply for or be issued Securities pursuant to this Prospectus.

This Prospectus and the attached Application Form do not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.

2.5 Minimum Subscription

The minimum amount to be raised under this Issue is $2,000,000. In the event the minimum subscription of $2,000,000 is not achieved within four months of the date of this Prospectus, the Offer will not proceed and all Applications will be dealt with in accordance with the requirements of the Corporations Act.

2.6 Allotment and Shareholder Approval

The Directors will proceed to allot the Securities as soon as possible after the Closing Date and after ASX permission for Official Quotation of the Shares has been granted. Once the minimum subscription of $2,000,000 has been received, the Directors will, at their discretion, allot Securities on a progressive basis.

In accordance with the Corporations Act, all application moneys will, before the allotment and issue of Securities offered by this Prospectus, be held by the Company in trust in a bank account established solely for that purpose.

2.7 ASX Quotation

Within 7 days after the date of this Prospectus, application will be made to ASX for the Shares offered by this Prospectus to be admitted to quotation on ASX. No application will be made for quotation of the New Options on ASX.

If ASX does not admit the Shares to quotation within three months after the date of this Prospectus, no Securities will be allotted and issued and all acceptance and application moneys will be refunded without interest as soon as practicable.

The fact that ASX may admit the Shares to quotation is not to be taken in any way as an indication of the merits of the Securities.

2.8 Rights and Liabilities Attaching to Securities

The terms and conditions of the Shares and the New Options are set out in Section 4 of this Prospectus.

$17.41$

Addutusion

2.9 Issue Expenses

The expenses of the Issue are estimated to be:

	е инSubscription($3,560,000)	I LETIHA ILISubscription(S2,000,000)
	S
ASIC lodgement fees	2,010	2,010
ASX fees	9.150	6,650
Printing and postage	1.250	1,250
Prospectus preparation and processing costs	4,000	4,000
Management fees / commission	213,600	120,000
TOTAL	230,010	133,910

2.10 Manager to the Issue

The Issue is not underwritten.

The Company has entered into an agreement with Montagu Stockbrokers Pty Ltd ("Montagu") AFSL No.238333 for it to act as Manager to the Issue. Montagu will assist the Company in completing the Issue by procuring subscribers on a best endeavours basis. Montagu will be paid a fee of 6% of funds raised.

2.11 Privacy Act

If you apply for Securities you will be asked to provide personal information to the Company (and to the Company's share registry) which collects, holds and uses that personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you may request and carry out appropriate administration.

By submitting an Application Form, each applicant agrees that the Company may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's agents, contractors and third party service providers (including mailing houses), ASX, ASIC and other regulatory authorities.

SECTION 3 CAPITAL STRUCTURE & EFFECT OF THE ISSUE

3.1 Capital Structure

	Ordinaryshares	Options expiring31.03.2009exercisable $\omega$20 cents each	Optionsexpiring29.02.2008exercisable @50 cents each	OtherOptions *
On issue as at the date of thisProspectus	89,540,950	27,160,000		2,935,000
Shares and New Options now offered$subscription$ –minimumforsubscription of $2,000,000	5,000,000		2,500,000
Total securities on issue assumingonly minimum subscription achieved	94,540,950	27.160,000	2,500,000	2,935,000
Additional Shares and New Optionsissued if the Offer underthisProspectus is fully subscribed	3,900,000		1,950,000
Total securities after completion ofIssue assuming the Offer is fullysubscribed	98,440,950	27,160,000	4,450,000	2,935,000

* Exercise prices varving between 26 cents and 50 cents, with exercise periods up to 6 June 2009.

On $4th$ and 5th December 2006, the Company announced that it proposed to issue further securities as follows:

(a) up to $16,250,000$ Shares at an issue price of 40 cents each and $8,125,000$ free attaching New Options to raise up to $6.5 million in additional funds; and
(b) 1,400,000 Shares as partial consideration for the purchase of a heap leach plant and equipment.

Completion of the transactions described in (a) and (b) above is subject to shareholder approval, which will be sought at a general meeting to be held in January 2007. The effect of these transactions is not shown in the table above, nor are they accounted for in the pro-forma Balance Sheet presented in Section 3.4 below.

3.2 Effect of the Issue

The principal effects of the Issue are:

the Company's cash funds and shareholders' equity will increase by $3,560,000 less expenses of $\bullet$ the Issue, which are estimated to be approximately $230,000 if the Offer is fully subscribed. If only the minimum subscription of $2,000,000 is achieved, the Company's cash funds and shareholders' equity will increase by $2,000,000 less expenses of the Issue, which are estimated to be approximately $134,000; and
the total number of securities on issue will increase as stated in the table in Section 3.1 above. $\bullet$

3.3 Financial Performance

Apart from the interest earned on subscription moneys prior to those funds being expended on the Company's exploration programs, the Issue will have no immediate effect on the Company's financial performance, although the investment of the proceeds of the Issue is expected to eventually have an effect on the financial performance of the Company depending on the success of that investment. That is not something which is presently capable of being quantified.

3.4 Pro-forma Balance Sheet

Set out below is an audited consolidated Balance Sheet of the Company as at 30 June 2006 and a proforma Balance Sheet illustrating the effect the Issue would have on that Balance Sheet if the Issue was completed and had the funds (net of expenses) been received as at 30 June 2006.

PRO-FORMA BALANCE SHEETS AS AT 30 JUNE 2006

		CONSOLIDATED ENTITY
	ACTUAL30 JUNE 2006	PROFORMA30 JUNE 2006(MINIMUM SUBSCRIPTION) (FULL SUBSCRIPTION)	PROFORMA30 JUNE 2006
	$	S
CURRENT ASSETS
Cash and cash equivalents	5,999,909	9,975,209	11,439,109
Receivables	330,003	330,003	330,003
Other	15,468	15,468	15,468
TOTAL CURRENT ASSETS	6,345,380	10,320,680	11,784,580
NON-CURRENT ASSETS
Available for sale investments	1,276,000
Property, plant and equipment	510,382	510,382	510,382
Mineral interest acquisition, exploration anddevelopment expenditure	5,993,610	5,993,610	5,993,610
TOTAL NON-CURRENT ASSETS	7,779,992	6,503,992	6,503,992
TOTAL ASSETS	14,125,372	16,824,672	18,288,572
CURRENT LIABILITIES
Payables	382,618	382,618	382,618
TOTAL CURRENT LIABILITIES	382,618	382,618	382,618
TOTAL LIABILITIES	382,618	382,618	382,618
NET ASSETS	13,742,754	16,442,054	17,905,954
EQUITY
Issued Capital	14,571,167	16,437,257	17,901,157
Option premium reserve	773,069	773,069	773,069
Foreign currency translation reserve	33,436	33,436	33,436
Financial assets reserve	549,400
Accumulated losses	(2,184,318)	(801,708)	(801,708)
TOTAL EQUITY	13,742,754	16,442,054	17,905,954

Proforma Transactions

The Proforma Balance Sheets presented above show the following:

the effect of the minimum subscription amount of $2,000,000 being raised under this Offer, with $\bullet$ $133,910 cash being expended on expenses of the Issue, as well as the full subscription amount of $3,560,000 being raised with $230,010 cash being expended on expenses of the Issue; and
the sale of the Company's investment in ASX-listed Monaro Mining NL, subsequent to the balance date of 30 June 2006, for net proceeds of $2,109,210.

Events subsequent to 30 June 2006

The Directors are not aware of any material items, transactions or events outside of the ordinary business of the Company that would require comment on, or adjustment to the balance sheet as at 30 June 2006 or that would cause the information in the balance sheet to be misleading or deceptive, other than what has been disclosed above.

SECTION 4 RIGHTS ATTACHING TO THE SHARES & OPTIONS

4.1 Rights and Liabilities Attaching to Shares

Full details of the rights and liabilities attaching to Shares are set out in the Company's current Constitution and, in certain circumstances, are regulated by the Corporations Act, the ASX Listing Rules and the general law. A copy of the Company's Constitution is available for inspection at the offices of the Company and the Company will supply a copy, upon request, to any investor. The rights attaching to ordinary shares in the Company include the following:

General Meetings

Each holder of shares is entitled to receive notice of, and to attend, speak and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be given to shareholders under the Constitution, the Corporations Act or the ASX Listing Rules.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none), including any restrictions imposed by the ASX Listing Rules and the following qualifications, at a general meeting of the Company, every holder of shares present in person or by proxy, attorney or representative has one vote on a show of hands and one vote per share on a poll.

A holder of shares on which a call is due and unpaid may not vote in respect of that share at a meeting of members. On a poll, a member who holds partly paid shares on which a call is not owing is entitled to a fraction of the vote equal to the proportion that the amount paid bears to the total amount paid and payable.

Dividend Rights

Subject to the rights of holders of shares issued with any special, preferential or qualified rights (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among the holders of shares in proportion to the number of shares held by them, and in the case of partly paid shares in the same proportion that the greatest amount that is paid on the shares over the relevant period bears to the greatest amount that is paid on all the shares (fully or partly paid) over the relevant period.

Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding-up (at present there are none), on a winding-up of the Company all assets that may be legally distributed among the members will be distributed in proportion to the amounts paid on those shares compared with the total paid-up capital of the Company. The liquidator may, with sanction of a special resolution of members, divide the assets of the Company among the members in specie.

4.2 Terms of New Options

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.

SECTION 4 (continued)

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.

SECTION 5 - ADDITIONAL INFORMATION

5.1 Continuous Disclosure and Documents Available for Inspection

This Prospectus is issued pursuant to section 713 of the Corporations Act using the special prospectus content rules for continuously quoted securities.

The Company is a disclosing entity within the meaning of the Corporations Act and is, and has for the past twelve months been, subject to regular reporting and disclosure obligations. Therefore the Company is only required to provide in this Prospectus information on the effect of the issue of the Shares on the Company and the rights attaching to the Shares being offered by the Prospectus. There is no obligation to include general information in relation to the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company. Information, which is already in the public domain, has not been reported in this Prospectus, other than that which is necessary to make this Prospectus complete.

The Company believes that it has fully complied with the general and specific requirements as set forth by the ASIC and ASX in relation to continuous disclosure, which includes notifying ASX of any information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an office of the ASIC. The Company will provide, free of charge, a copy of any of the following documents to any person who requests a copy prior to the Closing Date:

the financial report for the year ended 30 June 2006; $(a)$
any continuous disclosure notices given by the Company during the period starting after lodgement $(b)$ with the ASIC of the financial report referred to in paragraph $(a)$ and ending before lodgement of this Prospectus with ASIC.

The documents referred to in paragraph (b) are the following:

Date Description of Announcement

05/12/2006	Significant Capital Raising Plan Finalised
04/12/2006	Purchase of Heap leach Plant
29/11/2006	Results of Annual General Meeting
27/11/2006	Appendix 3B
27/11/2006	Ayanfuri Gold Project Update
24/11/2006	Placement Offer of Securities
17/11/2006	Significant Profit on Sale on Non-Core Asset
31/10/2006	First Quarter Activities & Cashflow Reports
27/10/2006	Notice of Annual General Meeting dispatched to shareholders
27/10/2006	Annual Report June 2006 dispatched to shareholders
24/10/2006	Further Significant Drill Results Ayanfuri Gold Project Ghana
17/10/2006	Appendix 3B
10/10/2006	Investor Presentation
10/10/2006	Annual General Meeting
29/09/2006	Audio Broadcast

As this Prospectus is issued under the special prospectus content rules set out in section 713 of the Corporations Act, it contains details specific to the Issue. If you require any further information in relation to the Company, the Directors recommend that you take advantage of the ability to inspect or obtain copies of the documents referred to above. All requests for copies of the above documents should be addressed to Company Secretary, Perseus Mining Limited at PO Box 717, Balcatta, Western Australia or by facsimile to (08) 9240 2406.

5.2 Risks of Investing

The Shares offered by this Prospectus should be considered speculative. The Directors strongly recommend that investors examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Shares. In addition to this, the Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors that may affect the future operating and financial performance of the Company and the value of an investment in it.

Mining and Exploration Risks

The primary business of the Company is exploration for, and commercial development of, mineral ore bodies, which is subject to the risks inherent in these activities. Its operations are still in the exploratory phase. The current and future operations of the Company may be affected by a range of factors, including:

geological conditions $\bullet$
limitations on activities due to seasonal weather patterns
alterations to joint venture programs and budgets
unanticipated operational and technical difficulties encountered in trenching, drilling, development, production and treatment activities
mechanical failure of operating plant and equipment
adverse weather conditions, industrial and environmental accidents, industrial disputes and other force majeure events
unavailability of drilling and other equipment
unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment and labour
prevention of access by reason of political or civil unrest, outbreak of hostilities, inability to $\ddot{\phantom{a}}$ obtain regulatory or landowner consents or approvals, or native title issues
risks of default or non-performance by third parties providing essential services. $\ddot{\phantom{a}}$

No assurance can be given that exploration will be successful or that a commercial mining operation will eventuate.

The ultimate success and financial viability of the Company depends on the discovery and delineation of economically recoverable ore reserves, design and construction of efficient mining and processing facilities, and competent operational and managerial performance. There is no assurance that exploration and development of the mineral interests held by the Company (which are all at an exploration stage), or any other projects that may be acquired by the Company in the future, will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited.

Development of a commercial mining operation is also dependent on the Company's ability to obtain necessary titles and governmental and other regulatory approvals.

Changes in Government Policy

Adverse changes in government policies or legislation in Côte d'Ivoire, Ghana, the Kyrgyz Republic and other jurisdictions in which the Company may operate from time to time affecting foreign ownership of mineral interests, taxation, profit repatriation, rovalties, land access, labour relations, and mining and exploration activities may affect the operations of the Company.

Metal Market Conditions

The Company's ability to benefit from any future mining operations will depend on market factors, some of which may be beyond its control. The world market for gold and other minerals is subject to many variables and may fluctuate markedly.

General Economic Conditions

Factors such as inflation, currency fluctuations, interest rates, supply and demand, industrial disruption, government policy and legislation, have an impact on operating costs, commodity prices, and the parameters in which the Company operates. Factors that may be beyond the control of the Company include:

general economic conditions in Australia and the countries in which the Company operates and, $\bullet$ in particular, inflation rates, interest rates, exchange rates, commodity supply and demand factors;
financial failure or default by a participant in any of the joint ventures or other contractual $\bullet$ relationship to which the Company is, or may become, a party;
insolvency or other managerial failure by any of the contractors used by the Company in its $\bullet$ activities: and
industrial and landholder disputes. $\bullet$

These as well as other conditions can affect the Company's future revenues and profitability and the price of its securities.

Environmental Risks

The Company's projects are or may be subject to various laws and regulations regarding environmental matters and the discharge of hazardous waste and materials. The Company may be required to comply from time to time with environmental management issues that arise from factors beyond its control.

Tenement Title Risks

Mineral licences are granted subject to various conditions including, but not limited to, work and expenditure conditions. Failure to comply with these conditions may expose the licences to forfeiture.

All of the licences in which the Company has an interest will be subject to application for renewal from time to time. The renewal of the term of each licence is subject to the applicable legislation in the relevant jurisdiction. If a licence is not renewed for any reason, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that licence.

Capital Requirement Risk

Investors should be aware that the Company will have no operating revenue in the foreseeable future and must continue to fund its exploration programs through equity capital. The continued viability of the Company is therefore dependent upon:

the success of this Issue:
the success of the Company's efforts to attract joint venture partners who will undertake or share all or part of the exploration expenditure; and
the successful raising of funds in the future. $\bullet$

SECTION 5 - (continued)

Share Market Risk

Applicants should be aware that there are risks associated with any stock market investment. It is important to recognise that share prices may fall as well as rise, and the Company's shares may trade below or above the issue price. Share prices for exploration companies are generally subject to wide fluctuations, which may be unrelated to the operating performance of the relevant company. Such fluctuations may adversely affect the market price of securities. The Company's continued listing on the ASX (and therefore the availability of a ready market for the Shares) depends on the Company's continued compliance with the ASX Listing Rules.

Sovereign Risk

Whilst the Directors believe that the Company's sovereign risk is mitigated as a result of conducting operations in different jurisdictions, it should be noted that certain areas in which the Company operates have been the subject of past civil unrest. Civil and political unrest and an outbreak of hostilities remain major risks in northern Côte d'Ivoire that could affect the Company's access to its project area and subsequent exploration and development. Both Côte d'Ivoire and the Kyrgyz Republic have been and remain the subject of official travel warnings issued by the Australian government.

5.3 Directors' Interests

The interests of the Directors in securities of the Company as at the date of this Prospectus are as follows:

$\Delta$ at $\Delta$

Name of Director	Position Held	OrdinaryShares	OptionsExercisable at20 cents each before31 March 2009
Reginald Gillard	Non-Executive Chairman	210,000	470,000
Mark Calderwood	Managing Director	1,370,000	3,070,000
Colin Carson	Executive Director	1,151,423	250,000
Rhett Brans	Non-Executive Director	150,000	425,000
Neil Fearis	Non-Executive Director	100,000	400,000

Directors are entitled to Directors' fees and other emoluments, which are disclosed in the Company's annual financial reports.

Mr Gillard receives director's fees of $45,000 per annum ($40,000 per annum prior to 30 November 2006). Mr Calderwood and Mr Carson receive $250,000 and 100,000 per annum respectively for their management services ($175,000 and $70,000 per annum prior to 30 November 2006). The non-executive directors each receive $35,000 per annum director's fees ($30,000 per annum prior to 30 November 2006). Included in the table above are 2,400,000 options issued to Mr Calderwood and 400,000 options issued to each of Mr Gillard, Mr Brans and Mr Fearis as part of their remuneration packages.

Corporate Consultants Pty Limited, an entity of which Mr R N Gillard is a director and a shareholder, provides administration, accounting and company secretarial services to the Company and has assisted with the preparation of this Prospectus. Fees paid or payable to Corporate Consultants Pty Limited for the two year period ending on the date of this Prospectus are approximately $268,143. The Company leases office space from Ledgar Road Partnership, of which companies related to Mr Gillard and Mr Carson are partners, on a month to month basis at a monthly rate of $1,067 ($775 per month prior to 1 August 2006).

Except as disclosed in this Prospectus, no Director or proposed Director has now or has had in the two year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company; or
property acquired or to be acquired by the Company in connection with: $\bullet$
- $\circ$ its formation or promotion; or
- o this Offer: or
this Offer. $\blacksquare$

Except as disclosed in this Prospectus, no amount of any kind (whether in cash or shares or otherwise) has been paid or agreed to be paid, and no benefits have been given or agreed to be given, to any Director or proposed Director to induce him to become, or to qualify as, a director of the Company, or otherwise for services rendered by him in connection with the promotion or formation of the Company or this Offer.

5.4 Interests of named persons

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, no promoter of the Company, and no underwriter or financial services licensee named in the Prospectus as a financial services licensee involved in the Issue has now or has had in the two year period ending on the date of this Prospectus any interest in:

the formation or promotion of the Company; $(a)$
$(b)$ property acquired or to be acquired by the Company in connection with its formation or promotion or this Offer; or
$(c)$ this Offer.

and no amounts have been paid or agreed to be paid, and no benefits have been given or agreed to be given, to any of those persons for services rendered by them in connection with the formation or promotion of the Company or this Offer.

In April 2006 the Company issued a prospectus for an offer of 9,600,000 Shares to raise $3,840,000. Montagu Stockbrokers Pty Ltd acted as a manager and broker for that offer and was paid total fees of $235,400.

5.5 Consents

Advanced Share Registry Services has given its consent to be named in the Prospectus as the share registrar for the Company in the form and context in which it is named. Montagu Stockbrokers Pty Ltd has given its consent to be named in the Prospectus as the Manager to the Issue. Advanced Share Registry Services and Montagu Stockbrokers Pty Ltd:

$(i)$ do not make this Offer:
$(ii)$ have not authorised or caused the issue of this Prospectus; and
do not make, or purport to make, any statement in this Prospectus, (iii)

nor is any statement in this Prospectus based upon a statement made by them, other than the respective references to their names. To the maximum extent permitted by law, Advanced Share Registry Services and Montagu Stockbrokers Pty Ltd expressly disclaim and take no responsibility for any part of this Prospectus other than the respective references to their names.

5.6 Directors' Consent

In accordance with Section 720 of the Corporations Act, each Director has consented in writing to the lodgement of this Prospectus with ASIC.

Dated 5 December 2006

That is a fact of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the s

Signed for and on behalf of Perseus Mining Limited by Mark Calderwood Managing Director

SECTION 6 - GLOSSARY

The following terms and abbreviations used in this Prospectus have the following meanings:

Term	Meaning
Application	an application made on an Application Form.
Application Form	the application form included in this Prospectus on which an investor mayapply for the Securities.
AWST	Australian Western Standard Time.
ASIC	Australian Securities and Investments Commission.
ASX	Australian Stock Exchange Limited (ACN 008 624 691).
ASX Listing Rules	Official Listing Rules of ASX.
Closing Date	the last day for the receipt of completed Application Forms, being 15December 2006 unless varied by the Company.
Company or Perseus	Perseus Mining Limited ACN 106 808 986.
Corporations Act	Corporations Act 2001 (Cth).
Directory(s)	the directors of the Company from time to time and any one of them.
ssue	the issue of the Securities comprised in the Offer.
New Option $(s)$	an option to subscribe for a Share in the Company exercisable at 50 cents eachon or before 29 February 2008, issued on the basis of one New Option forevery two Shares allotted under this Issue.
Offer	the offer of Securities pursuant to this Prospectus.
Official Quotation	Official quotation on official list of ASX.
Option	an option to subscribe for a Share.
ProspectusSecurity or Securities	this prospectus, which is dated 5 December 2006.either a Share and/or New Option and "Securities" means more than one Shareand/or New Option.
Share(s)	fully paid ordinary shares in the Company.
Shareholder	shareholder in the Company.