PERSEUS MINING LIMITED — Capital/Financing Update 2007

Jun 18, 2007

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 Ordinary shares issued Options $\overline{2}$ Number of +securities issued or to 218,800 ordinary shares be issued (if known) or maximum number which may be issued 150,000 options 3 Principal terms of the *securities Shares rank equally with existing quoted (eg, if options, exercise price and ordinary shares. expiry date; if partly paid *securities, the amount outstanding 150,000 options have been issued under the and due dates for payment; if terms of the Perseus Mining Limited *convertible securities. the Employee Option Plan.

conversion price and dates for

conversion)

4	Do the + securities rank equally in allrespects from the date of allotmentwith an existing + class of quoted*securities?	See $(3)$ above.
	If the additional securities do notrank equally, please state:the date from which they dowhichtheextentto.theyparticipate for the next dividend,οf(inthe.caseatrust.distribution) or interest paymentthe extent to which they do notrank equally, other thaninrelation to the next dividend,distribution or interest payment
5.	Issue price or consideration	82,500 shares issued at 50 cents each uponexercise of 82,500 unlisted options.
		136,300 shares issued at 20 cents each uponexercise of 136,300 listed options (PRUO).
		150,000 options issued to an employeeunder the terms of the Perseus MiningLimited Employee Option Plan foremployment services. (Exercisable at 65cents after 30 May 2008 and prior to 30May 2010.)
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	See $(5)$ above.
7	Dates of entering + securities into	218,800 shares - 18 June 2007
	uncertificated holdings or despatchof certificates	150,000 options $-30$ May 2007

		Number	+ Class
8	Number+ classofandallASX*securitiesquotedon(including the securities in clause2 if applicable)	117,132,250	Ordinary fully paidshares (PRU)
		23,018,700	Options exercisableat 20 cents each onor before 31 March2009 (PRUO)
		Number	+ Class
9	Number+ classandοfall*securities not quoted on ASX(including the securities in clause2 if applicable)	3,700,000	Options exercisableat 20 cents each onor before 31 March2009.
		945,000	Options exercisableat 26 cents eachprior to 1 December2008.
		800,000	Options exercisableat 45 cents each$(400,000)$ and 50cents each (400,000)prior to 6 June 2009.
		12,165,000	Options exercisableat 50 cents each onor before 29February 2008
		600,000	Options exercisableat 50 cents prior to 1April 2010
		150,000	Options exercisableat 65 cents prior to30 May 2010.

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

		Not Applicable
11	holdersecurityapprovalls.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	*Recorddatedetermineto.entitlements
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 not be sent new issuedocumentsNote: Security holders must be told how their
	entitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforοfreceiptacceptances 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

Part 2 - Bonus issue or pro rata issue

24.	Amount of any handlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of + security holders
25.	If the issue is contingent on*security holders' approval, the dateof the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
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 througha.broker?
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	(tick one)	Type of securities
	(a) $\bigvee$	Securities described in Part $1 -$ Quotation is only sought for 218,800 ordinary shares
(b)	Contract Contract	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

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 dothe extent to which theyparticipate for the next dividend,(in the case of atrust.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 quotationnow
	Example: In the case of restricted securities, end ofrestriction period
	(if issued upon conversion- ofanother security, clearly identify thatother security)

Number and +class of all +securitiesquoted on ASX (including thesecurities in clause 38) 42

Number	*Class

Ouotation agreement

• $+$ Ouotation of our additional $+$ securities is in ASX's absolute discretion. ASX may quote the $\mathbf{I}$ $+$ securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
  • 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or $\overline{\mathbf{3}}$ 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 $\dagger$ quotation of the $\dagger$ securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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

Sign here:

hera

(Company Secretary)

Date: 19 June 2007

Print name:

Susmit Shah