PERSEUS MINING LIMITED — Capital/Financing Update 2007

Jan 7, 2007

8 January 2007

The Manager Company Announcements Office Australian Stock Exchange Ltd 4th Floor, 20 Bridge Street SYDNEY, NSW 2000

Dear Sir

SUPPLEMENTARY PROSPECTUS

A supplementary prospectus and covering letter sent to parties who applied for shares in the recent prospectus fundraising by Perseus Mining Limited are attached.

Yours faithfully

. Caldo

Mark Calderwood Managing Director

Enc.

8 January 2007

Dear Applicant

SUPPLEMENTARY PROSPECTUS

The attached supplementary prospectus is required due to the inadvertent late lodgement of an application to the Australian Stock Exchange for the listing of securities to be issued pursuant to the recent prospectus fundraising by Perseus.

Please note that you are not required to take any action if you do not wish to withdraw your application.

Yours faithfully

Csf 4.

M A Calderwood Managing Director

PERSEL'S MINING LIMITED

ACN 106 808 986

SUPPLEMENTARY PROSPECTUS

This Supplementary Prospectus is dated 8 January 2007 and was lodged with the Australian Securities and Investments Commission (ASIC) on 8 January 2007. ASIC and the ASX do not take any responsibility for the contents of this Supplementary Prospectus.

This document is supplementary to the Prospectus dated 5 December 2006 issued by Perseus Mining Limited (the Prospectus) and must be read together with that Prospectus. No previous supplementary prospectus has been lodged with ASIC in relation to the Offer. Pursuant to Section 719(4) of the Corporations Act, the information set out in this Supplementary Prospectus is taken to be included in the Prospectus. Terms defined in the Prospectus have the same meaning in this Supplementary Prospectus except where otherwise defined in this Supplementary Prospectus.

$\mathbf{L}$ Introduction

On 5 December 2006 Perseus Mining Ltd (Company) issued the Prospectus offering for subscription up to 8,900,000 Shares at an issue price of 40 cents each, together with 4,450,000 New Options.

New circumstances have arisen since the Prospectus was issued. Section 723(3) of the Corporations Act requires a company seeking quotation on a financial market of securities issued under a prospectus to apply for quotation within 7 days after the date of the prospectus.

Due to an oversight, the Company did not comply with this requirement with respect to the Shares to be issued under the Prospectus. The Company's application was lodged with the ASX on 21 December 2006. The Company has obtained from ASIC a declaration that the Company has 16 days (until 21 December 2006) in which to lodge the application for quotation of the Shares with the ASX.

$2.$ Options for Investors

Section 724 of the Corporations Act requires the Company to give Applicants a copy of this Supplementary Prospectus and give them one month to withdraw their application and be repaid any money subscribed under the Prospectus, if they so choose.

Investors have three Options

• Any Applicant who has submitted an Application to the Company has a period of one month ía) from the date of this Supplementary Prospectus to withdraw his Application by notice in writing to the Company. Any such notice must be received by the Company (30 Ledgar Road, Balcatta, Western Australia 6021 / P O Box 717, Balcatta, Western Australia 6914 or by facsimile to $[-61 8] 9240 2406$ by no later than 8 February 2007.
• If you do not wish to withdraw your Application, you do not have to take any action. $(b)$
• If you receive this Supplementary Prospectus with the Prospectus and wish to apply for $(c)$ Shares and New Options, you may do so only on the Application Form attached to this Supplementary Prospectus and marked "Supplementary Application Form".

$\overline{3}$ . Closing Date

The Company has extended the Closing Date of the Offer to 11 February 2007.

This is a supplementary prospectus to be read with the Prospectus dated 5 December 2006 issued by Perseus Mining Limited.

$\overline{4}$ . Directors' Consent

In accordance with Section 720 of the Corporations Act, each Director of the Company has consented in writing to the lodgement of this Supplementary Prospectus.

Dated: 8 January 2007

Signed for and on behalf of Perseus Mining Limited by:

. Obl

Mark Calderwood Managing Director

SUPPLEMENTARY APPLICATION FORM Pin your cheque here

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

PLEASE USE BLOCK LETTERS

I/We apply for	Shares (with 1:2 free New Options) and lodge in full
	application monies of 40 cents per Share	A2

A$

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
DTelephone Details
Home $($		Work (		Contact Name
E	CHESS Details (if applicable)
PID		HIN
FCheque Details
Drawer		Bank	Branch (BSB)	Amount of cheque $

I/We hereby authorise you to place my/our name(s) on the securities registers in respect of the number of Securities issued to me/us. 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 Securities equal to or less than the number applied for.

Important Notes:

Pursuant to this Prospectus, Perseus Mining Limited is offering 8,900,000 Shares at an issue price of 40 cents per Share together with 4,450,000 free attaching New Options. 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 Securities 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 WITH YOUR CHEOUE OR BANK DRAFT FOR THE APPLICATION MONIES WILL CONSTITUTE YOUR OFFER TO SUBSCRIBE FOR SECURITIES IN THE COMPANY.

Broker's Stamp

SUPPLEMENTARY APPLICATION FORM

How to Apply for Securities

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:

Montagu Stockbrokers Pty Ltd	Montagu Stockbrokers Pty Ltd
PO Box Z5005 Perth St Georges Terrace	Citibank House
Western Australia 6831	Level 2, 37 St Georges Terrace, Perth
(Attn: Adam Davey)	Western Australia 6000
	(Attn: Adam Davey)

The Application Form does not need to be signed.

A1 Insert the NUMBER OF SHARES you wish to apply for in Box A1. A ready reckoner of amounts payable for different numbers of Shares applied for is as follows:

Number of Shares	Amount	Number of Shares	Amount
5.000	$2,000	50.000	$20,000
10.000	$4.000	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 5,000 Shares and multiples of 1,000 Shares thereafter.

• A2 Insert the amount of your APPLICATION MONIES in Box A2. The amount must be equal to the number of Shares applied for (as in Box A1) multiplied by 40 cents per Share.
• $\mathbf{R}$ 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.
• $\mathbf C$ 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.
• $\mathbf{E}$ The Company participates in the CHESS System. If you are a participant in the CHESS System insert your HIN ("Holder Identification Number") and/or PID ("Participant Identifier") in Box E.
• Complete cheque details as required in Box F. F1.
• Insert the TOTAL AMOUNT OF YOUR CHEOUE(S) OR BANK DRAFT(S) in Box F. The total amount of your cheque(s) or $E2$ 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

Type of Investor

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:

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

Correct Form of Registrable Title