PERSEUS MINING LIMITED — Capital/Financing Update 2006

May 22, 2006

23 May 2006

The Manager Australian Stock Exchange Ltd Level 4 20 Bridge Street Sydney, NSW 2000

Dear Sir

ISSUE OF SECURITIES

Perseus Mining Ltd confirms the allotment of 5,750,000 shares at an issue price of 40 cents each to Macquarie Bank Ltd pursuant to a subscription agreement.

The Company has also allotted 200,000 shares upon exercise of 200,000 unquoted options at 20 cents each.

An Appendix 3B is attached with respect to the new securities issues and the Company gives notice that:

• it issued the securities without disclosure to investors under Part 6D.2 of the Corporations Act 2001 ("Act");
• this notice is being given under section $708A(5)(e)$ of the Act;
• as at today's date, the Company has complied with:
  • $\left( i\right)$ the provisions of Chapter 2M of the Act as they apply to the Company; and
  • section 674 of the Act; and $(ii)$
• as at today's date there is no other information that is excluded information which is required to be set out in this notice pursuant to section $708A(6)(e)$ of the Act.

Yours faithfully

Show of

Susmit Shah Company Secretary

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, 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).

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

Fully paid ordinary shares

• $\overline{2}$ 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 *convertible securities. the conversion price and dates for conversion)

5,950,000 shares

$N/A$

+ See chapter 19 for defined terms.

4	Do the + securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?	Yes, shares rank equally with existingquoted shares.
	If the additional securities do notrank equally, please state:the date from which they doextentwhichthe$\mathfrak{c}_{\mathcal{O}}$theyparticipate for the next dividend,οf(incasethe.atrust.distribution) or interest paymentthe extent to which they do not٠rank equally, other than inrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	5,750,000 shares at 40 cents per share
		pursuant to share subscription agreementwith Macquarie Bank Ltd.200,000 shares at 20 cents per share uponexercise of unlisted options.
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	These funds will be used for explorationprograms and for general working capital.
7	Dates of entering *securities intouncertificated holdings or despatchof certificates	23 May 2006
		Number	+Class
8	Numberand+ classofall*securitiesquotedASX.on(including the securities in clause	55,447,505	Ordinary fully paidshares (PRU)
	2 if applicable)	19,280,000	Options exercisableat 20 cents each onor before 31 March2009 (PRUO)

+ See chapter 19 for defined terms.

		Number	+ Class
Q	Number and + 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.

Dividend policy (in the case of a No plans to pay dividends at this stage.trust, distribution policy) on the necessary increased capital (interests) $1010$

Part 2 - Bonus issue or pro rata issue

Not Applicable
11	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+ Recorddateto.entitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?

$+$ See chapter 19 for defined terms.

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 enfitlements are to be dealt with. Cross reference: rule 7.7. 19 of Closing date for receipt acceptances or renunciations Names of any underwriters 20 Amount of any underwriting fee or 21 commission 22 Names of any brokers to the issue Fee or commission payable to the 23 broker to the issue Amount of any handling fee 24 payable to brokers who lodge acceptances or renunciations on behalf of *security holders If the issue is contingent on 25 *security holders' approval, the date of the meeting Date entitlement and acceptance 26 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 Date rights trading will begin (if 28 applicable) 29 Date rights trading will end (if applicable)

$+$ See chapter 19 for defined terms.

• $30^{\circ}$ How do *security holders sell their entitlements in full through a broker?
• 31 How do *security holders sell part 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

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 $(a)$
  • 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

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 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

$(b)$

A copy of any trust deed for the additional *securities

$+$ 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 $\bullet$
• 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
• Reason for request for quotation 41 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)

Number	+ 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.
• $\overline{\mathcal{L}}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for an ٠ 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.
• $\overline{4}$ 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.

& Renard

Sign here:

(Company secretary)

Date: 23 May 2006

Print name: Susmit Shah

$\pm\pm$ $\pm\pm$ $\pm\pm$ $\pm\pm$

+ See chapter 19 for defined terms.