PERSEUS MINING LIMITED — Capital/Financing Update 2009

Nov 17, 2009

18 November 2009

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

Dear Sir

ISSUE OF SHARES

Perseus Mining Limited (ASX:PRU) has completed the issue of 1,070,000 fully paid ordinary shares upon the exercise of the same number of options.

An Appendix 3B is attached with respect to the issue of these shares and Perseus Mining Limited 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:
  • (i) the provisions of Chapter 2M of the Act as they apply to the Company; and
  • (ii) section 674 of the Act; and
• as at today's date there is no other information that is excluded information which is required to be set out in this notice pursuant to section 708A(6)(e) of the Act.

Yours faithfully

Susmit Shah Company Secretary

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

Fully Paid Ordinary Shares

• 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)

1,070,000

Shares rank equally with existing quoted ordinary shares.

4	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they do not	See (3) above.
	rank equally, other than inrelation to the next dividend,distributionorinterestpayment
5	Issue price or consideration	70,000 - 65 cents each1,000,000 - 80 cents each
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Shares issued on exercise of unlistedoptions.
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	20,000 11 November 200950,000 17 November 20091,000,000 18 November 2009
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	Number320,032,088	+ClassOrdinary fully paidshares (PRU)

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)	525,000	Options exercisableat 50 cents prior to 1April 2010.
		3,800,000	Options exercisableat $1.50 prior to 31July 2010.
		600,000	Options exercisableat $1.00 prior to 30June 2011
		1,995,000	Options exercisableat 65 cents prior to23 January 2012
		1,000,000	Options exercisableat $1 between 1January 2010 and 31December 2010
		1,800,000	Options exercisableat 60 cents each onor before 13 August2011.
		150,000	Options exercisableat $1.30 each on orbefore 29 September2012.
		400,000	Options exercisableat $1.80 each on orbefore 31 March2012.
		23,400,000	SubscriptionReceipts, eachconvertible to 1 fullypaid ordinary shareon or before8/2/2010.

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

Part 2 - Bonus issue or pro rata issue – Not Applicable

11 Is security holder approval required?

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 in
	relation to fractions
18	Names of countries in which the
	entity has +security holders who
	willnotbesentnewissue
	documents
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptof
	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	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) Shares described in Part 1

(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

iich

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 quotationnowExample: In the case of restricted securities, end ofrestriction period
	(ifissueduponconversionofanother security, clearly identify thatother security)

		Number	+Class
42	Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 38)

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: 18 November 2009

== == == == ==

Print name: Susmit Shah