PERSEUS MINING LIMITED

A.C.N. 106 808 986

PROSPECTUS

For an offer of 9,600,000 Shares at an issue price of 40 cents per Share to raise up to \$3,840,000

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 Shares offered by this Prospectus should be considered speculative. Accordingly investors should consult their professional advisers before making an application for Shares offered by this Prospectus.

INDEX

Section		Page
1	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 Shares	8
5	Additional Information	9
6	Glossary	15

TIMETABLE OF IMPORTANT DATES

l Issue-
Lodge Prospectus with ASIC	10 April 2006
Closing Date	28 April 2006
Allotment of Shares and dispatch of holding statements	5 May 2006
The Company reserves the right to change the Closing Date, without prior notice. This may impact on
subsequent dates. Applicants are encouraged to apply as soon as possible as the Offer may close earlier
than the date specified above.

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 10 April 2006. A copy of this Prospectus was lodged with ASIC on 10 April 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.

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 Shares 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

Reg Gillard (Non-Executive Chairman) Mark Calderwood (Managing Director) Colin Carson (Executive Director) Rhett Brans (Non-Executive Director) Neil Fearis (Non-Executive Director)

Company Secretary

Susmit Shah

Registered & Principal Office

30 Ledgar Road Balcatta Western Australia 6021 Telephone: (61 8) 9240 6344 Facsimile: (61 8) 9240 2406 Website: www.perseusmining.com Email: [email protected]

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

Š. 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 Shares may only be made during the application period (11 April 2006 to 28 April 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 Shares 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 to the attention of the Company Secretary at the registered office of the Company or the Company's share registry:

Perseus Mining Ltd	Advanced Share Registry Services
30 Ledgar Road	110 Stirling Highway
Balcatta	Nedlands
Western Australia 6021	Western Australia 6009

SECTION 2 DETAILS OF THE OFFER

2.1 The Offer

By this Prospectus, the Company is inviting investors to subscribe for 9,600,000 Shares at an issue price of 40 cents per Share.

The minimum Application is 10,000 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 \$3,840,000 (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:

• the Tengrela Project, where substantial drilling is planned over the next twelve months to follow up significant intercepts from wide spaced RAB drilling:

• the Tolubay Project, where the Company will continue diamond drilling the Obdilla discovery,

which has already produced highly encouraging results; and

• the Grumesa Project, where the Company is continuing feasibility work for a mining operation.

Approximately \$350,000 is proposed to be used to acquire a drill rig, primarily for use on the West African projects.

	Full Subscription	Minimum Subscription
	(S3, 840, 000)	(S2,000,000)

Exploration programmes and working capital	3,245,000	1,517,000
Drill rig	350,000	350,000
Expenses of the Issue	245,000	133,000
Total	3,840,000	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 Shares 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 Company or its share registry:

Perseus Mining Ltd	Advanced Share Registry Services
30 Ledgar Road, Balcatta	110 Stirling Highway, Nedlands
Western Australia 6021	Western Australia 6009

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 Shares 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

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

In accordance with the Corporations Act, all application moneys will, before the allotment and issue of Shares 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.

If ASX does not admit the Shares to quotation within three months after the date of this Prospectus, no Shares 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 Shares.

2.8 Rights and Liabilities Attaching to Shares

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

2.9 Issue Expenses

The expenses of the Issue are estimated to be:

	Full Subscription $(\$3,840,000)$	Minimum Subscription (\$2,000,000)

ASIC lodgement fees	2.010	2,010
ASX fees	7,284	5,567
Printing and postage	1,250	1,250
Prospectus preparation and processing costs	4.000	4,000
Management fees / commission	230,400	120,000
TOTAL	244,944	132,827

2.10 Manager to the Issue

The Issue is not underwritten.

The Company has entered into an agreement with Montagu Corporate 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 management fee of 1% of funds raised and a 5% fee on Applications upon which a broker stamp has been affixed as further remuneration for procuring Applications.

2.11 Privacy Act

If you apply for Shares 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 Existing Capital Structure

	Ordinary shares	Options expiring 31.03.2009 exercisable @ 20 cents each	Other Options ^*
On issue as at the date of this Prospectus	73,330,950	28,020,000	2,185,000
Shares now offered for subscription - minimum subscription of \$2,000,000	5,000,000
Total securities on issue assuming only minimum subscription achieved	78,330,950	28,020,000	2,185,000
Additional Shares issued if the Offer under this Prospectus is fully subscribed	4,600,000
Total securities after completion of Issue assuming the Offer is fully subscribed	82,930,950	28,020,000	2.185.000

* Exercise prices varying between 26 cents and 35 cents, with exercise periods up to 1 December 2008.

On 29 March 2006, the Company entered into an agreement with Macquarie Bank Ltd ("MBL") for it to subscribe for 5,750,000 Shares at an issue price of 40 cents each for total subscription monies of \$2.3 million. The completion of the placement of Shares to MBL is subject to shareholder approval, which will be sought at a general meeting to be held in mid May 2006. The effect of the MBL share placement is not shown above, nor 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 \$3,840,000 less expenses of the Issue, which are estimated to be approximately \$245,000 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 \$133,000; and
$\bullet$ the total number of securities on issue will increase as stated in the table in Section 3.1 of this Prospectus.

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. The success of that investment is not something which is presently capable of being quantified.

3.4 Pro-forma Balance Sheet

Set out below is a consolidated Balance Sheet of the Company as at 31 December 2005 and a pro-forma 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 31 December 2005.

SECTION 3 (continued) CAPITAL STRUCTURE & EFFECT OF THE ISSUE

PRO-FORMA BALANCE SHEETS AS AT 31 DECEMBER 2005

		CONSOLIDATED ENTITY
	ACTUAL	PROFORMA	PROFORMA
	31 DECEMBER 2005	31 DECEMBER 2005	31 DECEMBER 2005
	\$	(MINIMUM SUBSCRIPTION)	(FULL SUBSCRIPTION)
CURRENT ASSETS		\$

Cash assets Receivables	2,494,679 144,754	4,361,679 144,754	6,089,679 144,754
Other	66,601	66,601	66,601
TOTAL CURRENT ASSETS	2,706,034	4,573,034	6,301,034
NON-CURRENT ASSETS
Property, plant and equipment	387,404	387,404	387,404
Mineral interest acquisition, exploration and
development expenditure	4,009,198	4,009,198	4,009,198
Other - VAT withheld	141,376	141,376	141,376
TOTAL NON-CURRENT ASSETS	4,537,978	4,537,978	4,537,978
TOTAL ASSETS	7,244,012	9,111,012	10,839,012
CURRENT LIABILITIES
Payables	227,674	227,674	227,674
Provisions	15,968	15,968	15,968
TOTAL CURRENT LIABILITIES	243,642	243,642	243,642
TOTAL LIABILITIES	243,642	243,642	243,642
NET ASSETS	7,000,370	8,867,370	10,595,370
EQUITY
Contributed equity	8,289,067	10,156,067	11,884,067
Option reserve	496,562	496,562	496,562
Foreign currency translation reserve	55,291	55,291	55,291
Accumulated losses	(1, 840, 550)	(1,840,550)	(1, 840, 550)
TOTAL EQUITY	7,000,370	8,867,370	10,595,370

Proforma Transactions

The Proforma Balance Sheets presented above show the effect of the minimum subscription amount of \$2,000,000 being raised under this Offer, with \$133,000 cash being expended on expenses of the Issue, as well as the full subscription amount of \$3,840,000 being raised with \$245,000 cash being expended on expenses of the Issue.

Events subsequent to 31 December 2005

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 31 December 2005 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

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 yote on a show of hands and one yote 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.

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 vear ended $30$ June $2005$ : $(a)$
$(b)$ the financial report for the half year ended 31 December 2005; and
any continuous disclosure notices given by the Company during the period starting after lodgement $\left( \text{c} \right)$ 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 (c) are the following:

Date Description of Announcement

30/09/2005	Change of Director's Interest Notice
04/10/2005	Annual General Meeting Date
12/10/2005	Results of General Meeting
13/10/2005	Resignation of Director
18/10/2005	Final Director's Interest Notice
20/10/2005	Change of Director's Interest Notice
25/10/2005	Placement / Appendix 3B
27/10/2005	Notice of Annual General Meeting
27/10/2005	Annual Report
27/10/2005	First Quarter Activities & Cashflow Report
28/10/2005	Change of Director's Interest Notice
01/11/2005	Ceasing to be a Substantial Shareholder
02/11/2005	Change of Director's Interest Notice
09/11/2005	Change in substantial shareholding from CIG
10/11/2005	Change of Director's Interest Notice
18/11/2005	Maly Naryn Project Soil Sampling Results
22/11/2005	Drilling Progress at Tengrela and Tolubay
24/11/2005	Significant Drill Results at Obdilla Gold Prospect
29/11/2005	Presentation for AGM
29/11/2005	Results of Meeting
02/12/2005	Appendix 3B
06/12/2005	Obdilla Gold Prospect
12/12/2005	Change of Director's Interest Notice

19/12/2005	Drill Results at Obdilla Prospect
23/01/2006	Change of Director's Interest Notice x 2
23/01/2006	Appendix 3B
24/01/2006	Significant Drill Results at Sissingue Gold Prospect
27/01/2006	Ceasing to be a Substantial Shareholder
31/01/2006	Appendix 3B
31/01/2006	Second Quarter Activities & Cashflow Report
02/02/2006	Change of Director's Interest Notice
06/02/2006	Investor Presentation
27/02/2006	Appendix 3B Option Exercise
07/03/2006	Exploration Update
07/03/2006	Response to ASX Query re: Share Price
13/03/2006	Change of Director's Interest Notice
15/03/2006	Half Year Accounts
22/03/2006	Essue of new securities
30/03/2006	Proposed Issue of New Securities
05/04/2006	Drill Results at Obdilla Prospect

Description of Announcement

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

Date

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 $\ddot{\phantom{a}}$
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

Mining and Exploration Risks (continued)

prevention of access by reason of political or civil unrest, outbreak of hostilities, inability to $\bullet$ obtain regulatory or landowner consents or approvals, or native title issues
risks of default or non-performance by third parties providing essential services. $\bullet$

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

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:

Name of Director	Position Held	Ordinary Shares	Options Exercisable at 20 cents each before 31 March 2009
Reginald Gillard	Non-Executive Chairman	210,000	470,000
Mark Calderwood	Managing Director	1,370,000	3,020,000
Colin Carson	Executive Director	1,151,423	250,000
Rhett Brans	Non-Executive Director	50,000	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 \$40,000 per annum. Mr Calderwood and Mr Carson receive \$175,000 and \$70,000 per annum respectively for their management services. The non-executive directors each receive \$30,000 per annum director's fees. Included in the table above are 2,400,000 options issued to Mr Calderwood and 400,000 options issued to each of Messrs Gillard, Brans and 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 \$217,370. The Company leases office space from Ledgar Road Partnership, of which Messrs Gillard and Carson are partners, on a month to month basis at a monthly rate of \$532 (\$370 per month prior to January 2005).

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.

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 vear period ending on the date of this Prospectus any interest in:

$(a)$ the formation or promotion of the Company;
$(b)$ 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

$SECTION 5 - (continued)$

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 July 2004 the Company issued a prospectus for an initial offer of securities and to list on ASX. Montagu Corporate Pty Ltd acted as a manager and broker for that offer and was paid fees comprising \$35,000 as a management fee, 5% of the funds raised and 4,000,000 options exercisable at 20 cents each on or before 30 June 2009

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 Corporate Pty Ltd has given its consent to be named in the Prospectus as the Manager to the Issue. Advanced Share Registry Services and Montagu Corporate Pty Ltd :

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

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 Corporate 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 10 April 2006

Tallin

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 may apply for the Shares.
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 28 April 2006 unless varied by the Company.
Company or Perseus	Perseus Mining Limited ACN 106 808 986.
Corporations Act	Corporations Act 2001 (Cth).
Director(s)	the directors of the Company from time to time and any one of them.
Issue	the issue of the Shares comprised in the Offer.
Offer	the offer of Shares pursuant to this Prospectus.
Official Quotation	Official quotation on official list of ASX.
Option	an option to subscribe for a Share.
Prospectus	this prospectus, which is dated 10 April 2006.
Share(s)	fully paid ordinary shares in the Company.
Shareholder	shareholder in the Company.

APPLICATION FORM

Pin your cheque here

PERSEUS MINING LIMITED A.C.N. 106 808 986

Broker's Stamp

PLEASE USE BLOCK LETTERS

I/We apply for Shares and lodge in full application monies of 40 cents per Share л
---------------------------------------------------------------------------------------------	--

All cheques or bank drafts must be drawn on an Australian bank in Australian dollars, made payable to "Perseus Mining Limited Share Application Account".

$\overline{\mathbf{B}}$ Complete Full Name Details

Title	Given Name(s)	Surname (or Company Name and A.C.N.)
Applicant (1)
Joint Applicant (2)
C Complete Address Details
Number and Street
Suburb or City	State	Postcode Country
D Telephone Details
Home (	Work (	Contact Name
E CHESS Details (if applicable)
PID.	HIN

$\overline{F}$ Cheque Details

Drawer	Bank	Branch (BSB)	Amount of cheque \$

I/We hereby authorise you to place my/our name(s) on the registers of shareholders in respect of the number of Shares issued to mehis

I/We agree to be bound by the constitution of the Company.

I/We enclose my/our cheque payable to Perseus Mining Limited for the amount shown above being payment at the rate of 40 cents per Share.

I/We further agree to take any number of Shares equal to or less than the number applied for.

Important Notes:

Pursuant to this Prospectus, Perseus Mining Limited is offering 9,600,000 Shares at an issue price of 40 cents per Share. The expiry date of the Prospectus is 13 months after the date of the Prospectus.

The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to a complete and unaltered copy of the Prospectus. A person who gives another person access to the Application Form must have at the same time and by the same means given the other person access to the Prospectus and any supplementary or replacement prospectus.

The Shares will only be issued on receipt of an Application Form that was issued together with a paper copy of the Prospectus. The Prospectus contains important information about investing in the securities and it is advisable to read the entire Prospectus before applying for securities.

Lodge your Application Form as soon as possible.

RETURN OF THIS APPLICATION FORM TO PERSEUS MINING LTD, 30 LEDGAR ROAD, BALCATTA, WESTERN AUSTRALIA 6021 (OR TO THE COMPANY'S SHARE REGISTRY AT 110 STIRLING HIGHWAY, NEDLANDS, WESTERN AUSTRALIA 6009) WITH YOUR CHEOUE OR BANK DRAFT FOR THE APPLICATION MONIES WILL CONSTITUTE YOUR OFFER TO SUBSCRIBE FOR SHARES IN THE COMPANY.

How to Apply for Shares

Please complete all relevant sections of the Application Form using BLOCK LETTERS. If you have any questions on how to complete this Application Form please telephone the Company on (61 8) 9240 6344. Please post or deliver the completed Application Form together with your cheque to either of the addresses listed below:

Perseus Mining Ltd	Advanced Share Registry Services
1-30 Ledgar Road	110 Stirling Highway
l Balcatta	Nedlands
Western Australia 6021	Western Australia 6009

The Application Form does not need to be signed.

$\Lambda$ 1 Insert the NUMBER OF SHARES you wish to apply for in Box At. A ready reckoner of amounts payable for different numbers of Shares applied for is as follows:

Number of New Shares	Amount	Number of New Shares	Amount
10.000	\$4.000	50.000	\$20,000
20.000	\$8,000	100.000	\$40,000
30.000	\$12,000	200.000	\$80,000
40.000	\$16,000	300,000	\$120,000

The minimum eligible application is 10,000 Shares and multiples of 1,000 Shares thereafter.

Insert the amount of your APPLICATION MONIES in Box A2. The amount must be equal to the number of Shares $\Lambda$ 2. applied for (as in Box A1) multiplied by 40 cents per Share.
Ř Write your FULL NAME in Box B (exactly as on your existing holding statement or certificate if you are an existing Shareholder). Applications using the incorrect form of name may be rejected. If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. Any decision by the Company as to whether to treat your application as valid, and how to construe, amend or complete it shall be final. You will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque for the application monies referred to in Box A2.
Ċ Enter your POSTAL ADDRESS for all correspondence in Box C. All communications to you from the Company's Share Registry (shareholding statements, annual/interim reports, correspondence, etc) will be mailed to the person(s) and address as shown in Box C.
$\mathbf{D}$ Enter details of contact person and telephone number to assist if any enquiries need to be made by the Company or the Share Registry in Box D.
The Company participates in the CHESS System. If you are a participant in the CHESS System insert your HIN ("Holder $\mathbf{E}$ Identification Number") and/or PID ("Participant Identifier") in Box E.
F1 Complete cheque details as required in Box F.
$F2$ Insert the TOTAL AMOUNT OF YOUR CHEQUE(S) OR BANK DRAFT(S) in Box F. The total amount of your cheque(s) or bank draft(s) must equal the total application monies (see Box A2). Cheques or bank drafts must be drawn on an Australian bank in Australian currency and made payable to "PERSEUS MINING LIMITED SHARE APPLICATION ACCOUNT" and crossed "NOT NEGOTIABLE". Do not send cash. No receipts will be issued.

CORRECT FORMS OF REGISTRABLE TITLE

ONLY legal entities can hold securities. The application must be in the name(s) of a natural person(s), companies or other legal entities acceptable to Perseus Mining Limited. Share applications on behalf of trusts must be made in the name of the trustee. At least one full given name and the surname is required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the correct form of registrable title are set out below:

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Smith (John David Smith Family A/C)	John David Smith Family Trust
Partnerships	Mr John David Smith and Ian Lee Smith	John Smith & Son
Superannuation Funds	John Smith Pty Ltd. (John Smith Superannuation Fund $A/C$ )	John Smith Superannuation Fund