PERSEUS MINING LIMITED — Capital/Financing Update 2006

Jun 12, 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).

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

Options

800,000

• $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the *securities 3 (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 conversion)

800,000 options have been issued under the terms of the Perseus Mining Limited Employee Option Plan. 400,000 options are exercisable at 45 cents each and the remaining 400,000 options are exercisable at 50 cents each. The options have an expiry date of 6 June 2009.

+ See chapter 19 for defined terms.

$\overline{4}$ Do the *securities rank equally in all $N/A$ 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 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 Issued to an employee under the terms of the Perseus Mining Limited Employee Option Plan for employment services.

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

See (5) above

6 June 2006

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

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

Number	+ Class
55,447,505	Ordinary fully paidshares (PRU)
19,280,000	Options exercisableat 20 cents each onor before 31 March2009 (PRUO)

$+$ See chapter 19 for defined terms.

		Number	+ Class
9	Numberand + classofall*securities not quoted on ASX(including the securities in clause2 if applicable)	33,433,445	Ordinary fully paidshares $(PRU)$ –subject to escrow till22/09/2006.
		8,540,000	Options exercisableat 20 cents each onor before 31 March2009.
		1,185,000	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.

$10$ trust, distribution policy) on theincreased capital (interests)

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

Part 2 - Bonus issue or pro rata issue

Not Applicable

• $11$ $\mathbf{ls}$ security holder approval required?
• Is the issue renounceable or non- $12$ renounceable?
• 13 Ratio in which the "securities will be offered

$+$ See chapter 19 for defined terms.

14	*Class of *securities to which theoffer relates
15	*Recorddeterminedate.toentitlements
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 notbe.sentissuenewdocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdatefor receiptοfacceptances 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, the dateof the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled

$+$ See chapter 19 for defined terms.

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(tick one)
$(a)$	Securities described in Part 1
(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)

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

+ See chapter 19 for defined terms.

	those holders	additional 'securities, and the number and percentage of additional 'securities held by
36	*securities setting out the number of holders in the categories$1 - 1,000$$1,001 - 5,000$$5,001 - 10,000$10,001 - 100,000100,001 and over	If the *securities are *equity securities, a distribution schedule of the additional
37	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 do٠whichtheextentto.they۰participate for the next dividend,оf(inthecaseatrust,distribution) or interest paymentthe extent to which they do notrank 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 ofrestriction period
	(if issueduponconversionοfanother security, clearly identify thatother security)

$+$ See chapter 19 for defined terms.

	Number	$\gamma_{\rm lass}$
-42Number and + class of all + securitiesquoted on ASX (including thesecurities in clause 38)

Quotation agreement

• $\mathbf{1}$ *Ouotation 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 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.
• $\boldsymbol{\Lambda}$ 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.

S Renas

Sign here:

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

Print name: Susmit Shah

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

+ See chapter 19 for defined terms.