PERSEUS MINING LIMITED — Capital/Financing Update 2007

Feb 12, 2007

13 February 2007

The Manager ASX Ltd Level 4 20 Bridge Street Sydney, NSW 2000

Dear Sir

ISSUE OF SECURITIES

Perseus Mining Ltd is pleased to confirm that the placement offer (previously announced on 5 December 2006) of 16,250,000 ordinary shares at an issue price of 40 cents each together with 8.125,000 free attaching unquoted options has been completed to raise a total of \$6.5 million. This issue of securities, in conjunction with the prospectus issue (referred to in yesterday's announcement) has raised a total of just over \$10 million in new funds and increased the Company's cash assets to just over \$13 million.

The Company has also completed the allotment of 1,400,000 ordinary shares as part consideration for the purchase of heap leach plant and equipment.

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: $\bullet$
• the provisions of Chapter 2M of the Act as they apply to the Company; and $\left( \mathbf{i} \right)$ section 674 of the Act; and $(ii)$
• as at today's date there is no other information that is excluded information which is $\bullet$ required to be set out in this notice pursuant to section $708A(6)(e)$ of the Act.

Yours faithfully

Mark Calderwood Managing Director

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).

1	+ Class of + securities issued or to be issued	Ordinary shares Options (unquoted)
2.	Number of + securities issued or to be issued (if known) or maximum number which may be issued	17,650,000 ordinary shares 8,125,000 options
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 conversion)	Shares rank equally with existing quoted ordinary shares. Options are in a new class and are not subject to ASX quotation.

4.	Do the $\triangle$ securities rank equally in all	See (3) above.
	respects from the date of allotment with an existing "class of quoted *securities?	Option terms and conditions are attached.
	If the additional securities do not rank equally, please state: the date from which they do which the. extent 10 ° they participate for the next dividend, the case of (in- a trust. distribution) or interest payment the extent to which they do not ٠ rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	16,250,000 shares issued at 40 cents cash per share, together with 8,125,000 free attaching options.
		1,400,000 shares issued at 40 cents per shares as part consideration for the purchase of heap leach plant.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Funds are intended to be used for exploration programs (feasibility studies at Grumesa and Ayanfuri Projects in Ghana and the Obdilla Project in the Kyrgyz Republic, and drilling at all of these projects as well as at Tengrela in Côte d'Ivoire and Savoyardy in the Kyrgyz Republic), and for general working capital.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	4,250,000 shares and $2,125,000$ options $-$ 12/02/2007 13,400,000 shares and 6,000,000 options- 13/02/2007
8	Number class $\mathrm{of}$ and all securities quoted on ASX. (including the securities in clause	Number 116,230,950	*Class Ordinary fully paid shares (PRU)
	2 if applicable)	23,280,000	Options exercisable at 20 cents each on or before 31 March 2009 (PRUO)

		Number	+ Class
9	+ class of Number and all *securities not quoted on ASX (including the securities in clause 2 if applicable)	3,880,000	Options exercisable at 20 cents each on or before 31 March 2009.
		995,000	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.
		800,000	Options exercisable at 45 cents each $(400,000)$ and 50 cents each (400,000) prior to 6 June 2009.
		12,575,000	Options exercisable at 50 cents each on or before 29 February 2008

$10^°$ trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a $\sqrt{\frac{N_Q}{N_Q}}$ No plans to pay dividends at this stage.

Part 2 - Bonus issue or pro rata issue

Not Applicable

• $11$ $_{\rm ls}$ security holder approval required?
• $12 \overline{)}$ Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the *securities will be offered
• $14$ ^*Class of ⁺securities to which the offer relates

15	*Record date determine to. entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
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 entitlements are to be dealt with. Cross reference: rule 7.7.
19	οf 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	handling оf fee Amount any 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)
30	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)

$(b)$

• Securities described in Part $1 -$ only 17,650,000 shares are applied for quotation. $(a)$ Options are unquoted.
• 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)

Tick to indicate you are providing the information or

Additional securities forming a new class of securities

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 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 ă 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
• 41 Reason for request for quotation 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

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:

(Secretary)

......................................

Print name: Susmit Shah

FAPUBLICSPerseus Mining Limited\ASX\2007\ASX 130207 (APP 3B).doc

OPTION TERMS AND CONDITIONS

The Options entitle the holder to subscribe for Shares on the following terms:

• 1. Each Option entitles the holder to subscribe for and be allotted one Share. The exercise price is 50 cents per Option.
• 1. The Options expire at 5.00p.m. AWST on 29 February 2008 (the "Expiry Date"). The Options are exercisable by notice in writing to the Company accompanied by payment of the exercise price.
• 1. Subject to the Corporations Act and the Constitution, the Options are fully transferable. However ASX quotation will not be sought for the Options.
• 1. Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the exercise price.
• 1. Shares issued upon exercise of Options will rank pari passu in all respects with existing Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of Options within 3 business days after the date of allotment of those Shares.
• 1. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each optionholder at least 9 business days before the record date for any proposed issue of capital. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• 1. There are no rights to a change in the exercise price, or in the number of Shares over which Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.
• 1. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option holder will be changed to the extent necessary to comply with the applicable Listing Rules at the time of the reorganisation.
• 1. The Company will, at least 20 business days before the Expiry Date, send notices to the optionholders stating the name of the optionholder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.