PERSEUS MINING LIMITED — Capital/Financing Update 2008

Dec 22, 2008

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

Unlisted options

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 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)

600,000 options to acquire ordinary shares

Unlisted options exercisable at $1.00 each between 1 July 2009 and 30 June 2011.

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 do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	600,000 unlisted options have been issuedto an executive director as part of hisremuneration package.
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	19 December 2008
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	175,493,899	Ordinary fully paidshares (PRU)
		10,366,337	Options exercisableat 20 cents each onor before 31 March2009 (PRUO)

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)	2,300,000	Options exercisableat 20 cents each onor before 31 March2009.
		525,000	Options exercisableat 50 cents prior to 1April 2010.
		150,000	Options exercisableat 65 cents prior to30 May 2010
		560,000	Options exercisableat $1.00 prior to 12July 2010.
		3,800,000	Options exercisableat $1.50 prior to 31July 2010.
		400,000	Options exercisableat $1.30 prior to 26October 2010.
		780,000	Options exercisableat $1.15 prior to 26February 2011
		150,000	Options exercisableat $1.50 prior to 10July 2011
		600,000	Options exercisableat $1.00 prior to 30June 2011

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No plans to pay dividends at this stage.

		Not Applicable
11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
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 whowillnotbesentnewissuedocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances 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	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders
25	Iftheissueiscontingenton+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 theirentitlementsinfullthroughabroker?
31	How do +security holders sell partoftheirentitlementsthroughabroker 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 Type of securities (tick one)

(a)

(b) 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 which quotation 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 do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnow
	Example: In the case of restricted securities, end ofrestriction period
	(ifissueduponconversionofanother security, clearly identify thatother security)
		Number	+Class

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • 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.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 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 +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

== == == == ==

(Secretary)

Sign here: ............................................................ Date: 23 December 2008

Print name: Susmit Shah

APPENDIX 1

PERSEUS MINING LIMITED

TERMS AND CONDITIONS OF OPTIONS

The material terms and conditions of the options are as follows:

• 1. Each option entitles the holder to subscribe for and be allotted one ordinary share in the capital of Perseus Mining Ltd (the "Company") at a price of $1.00 per share from 1 July 2009 until 30 June 2011 ("the Expiry Date").
• 1. The options are exercisable at any time during the exercise period noted above by notice in writing to the Directors accompanied by payment of the exercise price.
• 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 requisite application moneys.
• 1. The options are not transferable, except to a spouse of the Optionholder or a company wholly owned by the Optionholder and his or her spouse.
• 1. Shares issued upon exercise of the options will rank pari passu in all respects with the Company's fully paid ordinary 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 on an entitlement basis. This will give Optionholders the opportunity to exercise their options (subject to the exercise period referred to above) 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 the 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 Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
• 1. The Optionholder is entitled to exercise the options prior to the commencement of the exercise period referred to in (1) above if a takeover bid under Chapter 6 of the Corporations Act is made for the Company and either:
  • (a) the offeror has at the time of making the takeover bid a voting power of more than 50% in the Company; or
  • (b) if sub-clause (a) does not apply, the offeror acquires a voting power of more than 50% in the Company.
• 1. The Optionholder (or his beneficiary) is entitled to exercise the Options prior to the commencement of the exercise period referred to in (1) above in the event of death or total and permanent disablement of the Optionholder.