PERSEUS MINING LIMITED — Capital/Financing Update 2007

Dec 19, 2007

ASX / Media Release

20 December 2007

TSX LISTING AND SPIN OUT OF KYRGYZ ASSETS

Highlights

• Perseus appoints leading advisory team for proposed capital raising of CDN$ 40 million in Canada and TSX listing
• Transfer of Kyrgyz assets to new IPO gold company, Manas Resources Limited
• Prospectus to be issued for Manas Resources Limited in late January 2008 seeking to raise $5 million and list on ASX

Perseus Mining Limited ("Company") is an Australian gold exploration company listed on the Australian Securities Exchange (ASX) with significant gold exploration assets in Ghana, Ivory Coast and the Kyrgyz Republic. Pre-feasibility studies are now being undertaken at the Ayanfuri and Grumesa projects in Ghana, with a development decision expected to be taken over the next 12 months and production anticipated to commence in late 2010. These matters will require increased management focus and funding over the next 24 months. In addition, excellent results at the Tengrela project in Ivory Coast require drilling activity to be stepped up significantly.

Recent feedback to management from North American capital markets has indicated considerable interest in these West African projects and a number of leading Canadian broking firms have offered to assist in raising equity capital from the North American market and list the Company's securities on Toronto Stock Exchange ('TSX"), the world's premier mining stock exchange.

A capital raising of around Cdn$50 million has been approved by the Perseus Board, subject to shareholder approval. Perseus's directors believe that a TSX listing will facilitate better access to the North American capital markets and has the potential to result in a better understanding of the value of the Company's gold assets, with a corresponding appreciation in the Company's market value.

Investor briefings have reinforced the view that maximum value for the Company's diverse geographical spread of gold assets would be gained by placing the Kyrgyz assets into a separate listed vehicle with its own dedicated management team and capital sources. The Company's directors believe that the Kyrgyz gold assets on their own now have the potential to be companymakers and require separate focus. Accordingly, the Board has approved the divestment of the Kyrgyz assets into a separate company that will undertake an initial public offer ("IPO") and seek a listing on the ASX.

Kyrgyz Assets Divestment – Manas Resources Limited

Perseus has commenced making arrangements to transfer its gold interests in the Kyrgyz Republic into a new vehicle, Manas Resources Limited ("Manas"), which intends to list on the Australian Securities Exchange in early 2008, after completing an IPO.

Perseus's wholly owned subsidiaries JSC Z-Explorer and JSC Savoyardy, and JSC Landmark, a company jointly owned by JSC Z-Explorer and JSC Savoyardy, are the legal and beneficial holders of all mineral permits of the Perseus Group in the Kyrgyz Republic.

Perseus will enter into a Sale and Purchase Agreement with Manas under the terms of which Perseus will sell its shares in and assign its loans to its wholly owned Kyrgyz subsidiaries to Manas in exchange for the issue of 20,000,000 shares and 10,000,000 options in Manas.

The sale of assets will be conditional upon Manas raising at least $4 million in an IPO and listing on the ASX.

Manas Resources Limited IPO and ASX Listing

Manas intends to finance the future gold exploration expenditure of the Kyrgyz assets through the issue of a prospectus offering up to 25,000,000 shares at $0.20 each to raise a minimum of $4 million and a maximum of $5 million.

Pro-rata Priority Offer

Of the 25,000,000 Manas shares being offered, approximately 20,000,000 shares will be offered on a pro-rata priority entitlement basis to Perseus shareholders registered as at the close of business on Friday, 18 January 2008 (the "Record Date"). All Perseus shareholders registered as of this date will receive a copy of the Prospectus and will be eligible to participate in the Manas IPO.

Perseus shareholders at the Record Date will be offered shares in the Manas IPO on the basis of one (1) Manas share for every seven (7) Perseus shares held. Where the number of Perseus shares held by an eligible Perseus shareholder results in an entitlement of less than 10,000 Manas shares, such investors will be encouraged to apply for further Manas shares to round up their application to a minimum parcel of 10,000 shares. Perseus shareholders at the record date will also be able to apply for Manas shares in excess of their pro-rata entitlement. However, Manas directors will retain absolute discretion when deciding whether or not to accept, in part or in full, any particular application made in excess of an entitlement, whether for a round-up to a minimum parcel or otherwise.

General Offer

The remaining 5,000,000 shares in Manas will be offered to the general public. Any shares not applied for under the Perseus Pro-rata Priority Offer will be added to the pool for the General Offer.

Capital Structure

On successful completion of the raising, Perseus will retain an equity interest in Manas of approximately 42%. The capital structure of Manas on completion of the IPO is expected to be as follows:

	No of Shares	No ofOptions	% of totalShares	Notes
Subscription share	1	-	-
Employee incentive shares	500,000	-	1.04%	1
Seed capital	2,500,000	-	5.21%	2
Vendor shares to Perseus	20,000,000	10,000,000	41.67%	3
Shares offered in IPO	25,000,000	-	52.08%
Total assuming Offer is fully	48,000,001	10,000,000	100%

subscribed

1. Employee incentive shares issued to new management

2. Seed capital raised to fund initial IPO costs

3. Options will be exercisable at 25 cents each on or before 31 December 2010

Listing

It is anticipated that the Manas IPO and ASX listing will be completed around end February 2008.

Management

The Board composition and a management team for Manas will be finalised over the coming weeks.

Perseus Capital Raising and Toronto Stock Exchange Listing

Perseus has appointed leading Canadian broking firm Cormark Securities Inc to manage a proposed capital raising of up to Cdn$40,000,000 in North America and the Company's listing on the TSX. Concurrently with the North American offering, Perseus will offer shares to Australian and other investors to raise another approximately Cdn$10 million. The share offer price for the total of Cdn$50 million capital raising will be negotiated and agreed with Cormark Securities prior to lodgement of a final prospectus with the Canadian regulators.

The TSX listing and associated capital raising are intended to provide Perseus with the necessary funds to ensure the rapid development of the Ghanaian and Ivory Coast gold projects, including completion of pre-feasibility and bankable feasibility studies. More importantly, a TSX listing will give Perseus significant access to North American capital markets where recent experience of other Australian resource companies suggests that a TSX listing leads to a re-rating of market values of such companies. North American investors appear more accepting of West African gold explorers and producers.

Cormark Securities is one of Canada's foremost investment houses in the international mining sector. It has advised on more than $6.8 billion of M&A activity and raised over $20 billion of equity during the last two years. Cormark has assisted with the North American capital raisings and TSX listing of a number of Australian resources companies, including Mirabela Nickel Ltd, Palmarejo Silver & Gold Corp. (Bolnisi Gold), and Western Areas NL.

As part of its TSX listing plans, Perseus has also appointed Lawson Lundell LLP as the Company's Canadian lawyers. Lawson Lundell has been providing legal advice to Perth-based ASX listed companies active in the Canadian capital markets for more than ten years.

Lodgement of preliminary documents with Canadian regulators is expected in early February 2008, with completion of the offer and TSX listing expected by end March.

The proposed Cdn$50 million capital raising is subject to approval by Perseus shareholders and a general meeting of Perseus for this purpose will be convened for February 2008. Further details will be provided in the Notice of Meeting.

Mark Calderwood Managing Director

To discuss any aspect of this announcement, please contact Richard Taylor on +61 8 9240 6344 or 0422 811 350 or by email at taylorr@perseusmining.com.