PERSEUS MINING LIMITED — Capital/Financing Update 2009

May 18, 2009

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19 May 2009

Dear Perseus shareholder

NON-RENOUNCEABLE ENTITLEMENT OFFER TO SHAREHOLDERS

As you may be aware from ASX announcements and media reports, Perseus Mining Limited is undertaking a capital raising of up to $75 million through the offer of shares at a price of A$0.82 per share. Of this total amount, approximately $17 million is planned to be raised through a nonrenounceable entitlement offer to shareholders through the offer of 1new share for every 10 shares presently held.

A prospectus for the non-renounceable entitlement offer has today been lodged with the Australian Securities and Investments Commission (ASIC) and ASX. An application for quotation of the shares to be issued under the entitlement offer has also been lodged with ASX (Appendix 3B). The information contained within Appendix 3B is required to be provided in a notice to shareholders and that information is provided below:

1. The offer will be on the basis of 1 new share for every 10 shares held on the Record Date – the Record Date is indicated below.

2. The new shares will be offered at a price of 82 cents each and they will rank equally with existing ordinary shares.

3. Fractional entitlements will be rounded up to the nearest whole number.

4. The entitlement offer is open for participation only by shareholders with a registered address in Australia, Hong Kong, New Zealand, Singapore, and the United Kingdom. Shareholders in other countries will be provided with a copy of the prospectus for information purposes only.

5. Key dates for the entitlement offer are:

Shares commence trading ex Entitlement basis Friday, 22 May 2009 Record Date for determining Entitlements Thursday, 28 May 2009 Prospectus despatch date and Opening Date Friday, 29 May 2009 Closing Date of the Offer Monday, 15 June 2009 Issue of Shares & despatch of holding statements Tuesday, 23 June 2009

1. The entitlement offer is fully underwritten by BGF Holdings Limited, holder of Australian Financial Services Licence number 234666 for a fee of 5% of the total proceeds of the rights issue.

Perseus Mining Limited ABN 27 106 808 986 30 Ledgar Road, Balcatta, Western Australia 6021 PO Box 717 Balcatta WA 6914 Telephone: (618) 9240 6344 Facsimile: (618) 9240 2406 Email address: info@perseusmining.com Website: www.perseusmining.com

1. Up to 21,855,600 ordinary shares will be issued if all existing options are exercised prior to Record Date. If no options are exercised prior to Record Date (as is highly likely to be the case), approximately 20,646,099 shares will be issued under the entitlement offer. In that case, the total number of shares on issue after completion of the entitlement offer (and ignoring the proposed placement issues of shares for this purpose) will be approximately 227,107,088.

2. The proceeds from the entitlement offer will be used to fund costs of Ayanfuri mine development including acquisition of plant and equipment, for continuing exploration on the Company’s mineral properties, particularly at Tengrela and Ayanfuri and for general working capital, including corporate overheads and administration costs

If you are eligible for the entitlement offer (ie as a resident of Australia, Hong Kong, New Zealand, Singapore, and the United Kingdom on the Record Date), you will receive a copy of the prospectus and a personalised share application form soon after 29 May 2009 . This letter is not the offer document but rather an advance notice of the key terms and conditions of the entitlement offer.

Once you have received the prospectus and the personalised share application form and decide to subscribe to the offer, I would urge you to submit your application as soon as possible. Applications including subscription monies must be received on or before the closing date of 15 June 2009. Entitlements not taken up will become shortfall shares and will be subscribed for by the Underwriter or its nominees.

If you have any questions in the meantime, please ring the Company on +61 8 9240 6344.

Yours faithfully

Mark Calderwood Managing Director