PERSEUS MINING LIMITED — Capital/Financing Update 2006

Apr 11, 2006

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 expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities. the conversion price and dates for

9,600,000 shares to be issued, pursuant to the Company's prospectus dated 10 April 2006

conversion)

$N/A$

⁺ See chapter 19 for defined terms.

$\overline{4}$ 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

5 Issue price or consideration 40 cents per share

quoted shares.

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

The purpose of the Issue is to raise up to \$3,840,000. These funds, net of expenses of the Issue, will be used for exploration programs and for general working capital.

Yes, shares rank equally with existing

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

To be advised.

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

Number	+ Class
49,497,505	Ordinary fully paid shares (PRU)
19,280,000	Options exercisable at $20$ cents each on $\,$ or before 31 March 2009 (PRUO)

$+$ See chapter 19 for defined terms.

		Number	+Class
9	Number and + class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)	33,433,445	Ordinary fully paid shares $(PRU)$ – subject to escrow till 22/09/2006.
		8,740,000	Options exercisable at 20 cents each on or before 31 March 2009.
		1,185,000	Options exercisable at 26 cents each prior to 1 December 2008.
		1,000,000	Options exercisable at 35 cents each between 1 April 2006 and 31 March 2007.

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

Part 2 - Bonus issue or pro rata issue

		Not Applicable
11	approval security holder Is. required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the "securities will be offered
14	+ Class of + securities to which the offer relates
15	determine $*$ Record date to. entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating 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 fold how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	оf Closing date for receipt acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22.	Names of any brokers to the issue
23.	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25	If the issue is contingent on *security holders' approval, the date of the meeting
26	Date entitlement and acceptance 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
28	Date rights trading will begin (if applicable)
29.	Date rights trading will end (if applicable)

⁺ See chapter 19 for defined terms.

• 30 How do *security holders sell their entitlements in full through a broker?
• $31$ How do *security holders sell pa of their entitlements through broker and accept for the balance?
• 32 How do *security holders dispos of their entitlements (except by sa through a broker)?

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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 ⁺quotation
• 39 Class of quotation
• 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 $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not $\bullet$ 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

of securities for which n is sought
*securities for which r. is sought

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 ⁴ 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: 12 April 2006

Print name: Susmit Shah

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

⁺ See chapter 19 for defined terms.