19 May 2009

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

Dear Sir

FULLY UNDERWRITTEN NON-RENOUNCEABLE ENTITLEMENT OFFER TO SHAREHOLDERS

Further to its announcement dated 6 May 2009, Perseus Mining Limited is pleased to confirm that a prospectus for the 1 for 10 non-renounceable entitlement offer has today been lodged with ASIC. A copy of the prospectus is attached.

The Company is pleased to confirm that the offer is fully underwritten by BGF Holdings Ltd, part of the BGF Capital Group (www.bgfcapital.com).

Key dates and underwriting terms in relation to the entitlement offer are contained in the prospectus.

Yours faithfully

Mark Calderwood Managing Director

PERSEUS MINING LIMITED

A.C.N. 106 808 986

PROSPECTUS

For a non-renounceable rights issue of 1 Share for every 10 Shares held, at an issue price of $0.82 per Share.

UNDERWRITER BGF Holdings Ltd ABN 19 075 071 466 (refer to section 5.2 of this Prospectus for a summary of the terms of the Underwriting Agreement including the termination events)

This document is important and requires your immediate attention. It should be read in its entirety. Due to the nature of the Company's activities, the Shares offered by this Prospectus should be considered speculative. Accordingly investors should consult their professional advisers before making an application for Shares offered by this Prospectus.

INDEX

Section		Page
1	Corporate Directory and Brief Instructions	2
2	Details of the Offer	3
3	Capital Structure & Effects of the Issue	6
4	Rights Attaching to Securities	7
5	Additional Information	8
6	Glossary	16

TIMETABLE OF IMPORTANT DATES

Issue
Lodge Prospectus with ASIC	Tuesday 19 May 2009
Shares quoted ex-rights	Friday 22 May 2009
Record date to determine entitlements	Thursday 28 May 2009
Opening date and dispatch of prospectus	Friday 29 May 2009
Closing date	Monday 15 June 2009
Allotment of Shares and dispatch of holding statements	Tuesday 23 June 2009
The Company reserves the right to vary the Opening Date and the Closing Date, subject to compliance with the ASX
Listing Rules. This may impact on subsequent dates.

IMPORTANT NOTICE

Investors should read this Prospectus in its entirety and, if in doubt, should consult their professional advisers before deciding whether to invest in the Company.

This Prospectus is dated 19 May 2009. A copy of this Prospectus was lodged with ASIC on 19 May 2009. ASIC and ASX take no responsibility for the contents of this Prospectus. No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made within seven days after the date of this Prospectus for admission of the securities offered by this Prospectus to quotation on ASX.

In preparing this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act 2001 and that certain matters may reasonably be expected to be known to investors and professional advisers who investors may consult.

No person is authorised to give any information or to make any representation in connection with the Issue described in this Prospectus. Any information or representation which is not contained in this Prospectus or disclosed by the Company pursuant to its continuous disclosure obligations may not be relied upon as having been authorised by the Company in connection with the Issue or this Prospectus.

This Prospectus is a "transaction-specific" prospectus issued under section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. The Prospectus is therefore intended to be read in conjunction with the publicly available information in relation to the Company, which has been notified to the ASX; it does not include all information that would be included in a prospectus for an initial offering of securities in a company that is not already listed on the ASX. Accordingly, prospective investors should also have regard to other publicly available information in relation to the Company before deciding whether to apply for securities under this Prospectus.

This Prospectus has not been, nor will it be, lodged, filed or registered with any regulatory authority under the securities laws of any other country. The securities the subject of this Prospectus have not been, nor will they be, approved by or registered with any regulatory authority of any other country. This Prospectus does not constitute an offer or issue in any place in which, or to any person to whom, it would not be lawful to make such an offer or issue.

SECTION 1 CORPORATE DIRECTORY

Board of Directors Share Registry

Reginald Norman Gillard (Non-Executive Chairman) Advanced Share Registry Ltd * Mark Andrew Calderwood (Managing Director) 150 Stirling Highway Colin John Carson (Executive Director) Nedlands Western Australia 6009 Rhett Boudewyn Brans (Executive Director) Telephone: +61 8 9389 8033 Neil Christian Fearis (Non-Executive Director) Facsimile: +61 8 9389 7871

Registered & Administrative Office

30 Ledgar Road (Code - P4Q) Balcatta 6021 Western Australia Underwriter to the Issue Telephone: (61 8) 9240 6344 Facsimile: (61 8) 9240 2406 BGF Holdings Ltd Website: www.perseusmining.com Level 4, 75-77 Flinders Lane Email: [email protected] Melbourne 3000

Company Secretary Stock Exchange Listings

Susmit Mohanlal Shah Australian Stock Exchange Limited (Code - PRU - ordinary shares)

Frankfurt, Berlin-Bremen and Munich

Victoria Telephone: (61 3) 8688 9100

* This entity has not been involved in the preparation of any part of this Prospectus. Its name is included for information purposes only.

BRIEF INSTRUCTIONS

What You May Do

The number of Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. You may:

¾ Accept your Entitlement in full or part; or
¾ Allow the whole of your Entitlement to lapse.

If You Wish To Take Up All or Part of Your Entitlement

Forward your completed Entitlement and Acceptance Form, together with your cheque for the amount shown on the form or for such lesser amount as you wish to apply for, so as to reach the Company's share registry no later than 5.00pm AWST on 15 June 2009.

Entitlements Not Taken Up

If you decide not to accept your Entitlement, you do not need to take any action. Entitlements to Shares not accepted will be dealt with by the Underwriter to the Issue.

SECTION 2 DETAILS OF THE OFFER

2.1 The Offer

By this Prospectus, the Company is inviting Shareholders to subscribe for Shares at an issue price of $0.82 each, on the basis of one Share for every ten Shares held as at the Record Date of 5.00pm AWST on 28 May 2009.

The Company currently has 12,095,000 Existing Options on issue. The Offer extends to the holders of any Shares issued pursuant to the exercise of Existing Options prior to the Record Date. If none of the Existing Options are exercised prior to the Record Date, the number of Shares that are offered pursuant to this Prospectus will be approximately 20,646,099 Shares.

The Offer is non renounceable and therefore Shareholders cannot sell their right to take up their entitlement to the Offer.

Any Shares not taken up by Shareholders will become Shortfall Shares to be dealt with under the Underwriting Agreement.

2.2 Issue Period

The opening date for acceptances of Entitlements is 29 May 2009. The closing date for acceptances is 5.00pm AWST on 15 June 2009. The Directors reserve the right to vary the Opening Date and Closing Date, subject to compliance with the ASX Listing Rules.

2.3 Purpose of the Issue

Assuming none of the Existing Options are exercised prior to the Record Date, the Issue will raise approximately $17 million**.**

In general, these funds, net of expenses of the Issue, 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.

2.4 How to Accept Your Entitlement

Shareholders who wish to accept all or part of their Entitlement may only do so on the personalised Entitlement and Acceptance Form, which is enclosed with their paper copy of this Prospectus.

If you decide to accept all or part of your Entitlement, you must:

i) complete the enclosed Entitlement and Acceptance Form;
ii) pay the relevant amount (equal to $0.82 per Share accepted) by cheque drawn on and payable at any Australian bank in Australian currency. Your cheque should be crossed "Not Negotiable" and be made payable to "Perseus Mining Limited". You also have the choice of making payment by BPay - please refer to the Entitlement and Acceptance Form for details; and
iii) send the completed Entitlement and Acceptance Form with your cheque to Advanced Share Registry Services. Cash will not be accepted and receipts will not be issued.

If you decide not to accept your Entitlement, you need not do anything. However, your percentage shareholding in the Company will be diluted.

2.5 Underwriting

The Company has entered into an underwriting agreement with BGF Holdings Ltd holder of Australian Financial Services Licence number 234666. A summary of the material terms and conditions of the underwriting agreement, including rights of termination, are set out in Section 5.2 of this Prospectus. An underwriting fee of 5% (approximately $846,000) will be payable by the Company upon completion of the Issue.

2.6 Shortfall Shares

Any Entitlements not taken up under the Offer will be dealt with in accordance with the Underwriting Agreement.

2.7 Overseas Residents

Persons resident outside Australia and New Zealand should consult their professional advisers as to whether any governmental or other consents are required, or whether formalities need to be observed, to enable them to accept the offer of Shares pursuant to this Prospectus.

The Offer is permitted under the laws of Australia, Hong Kong, New Zealand, Singapore, and the United Kingdom. Accordingly, Shareholders resident in those countries may accept or apply for the Shares offered by this Prospectus.

Shareholders resident in Permitted Foreign Jurisdictions should also note that:

(i) investing in the securities of an Australian company may carry with it a currency exchange risk;
(ii) they should satisfy themselves as to the taxation implications of accepting the Offer;
(iii) the financial reporting requirements applying in Permitted Foreign Jurisdictions and those applying to the Company may be different and the financial statements of the Company may not be compatible in all respects with financial statements prepared in accordance with the laws of Permitted Foreign Jurisdictions;
(iv) the offer and allotment of the Shares will be governed by this Prospectus and will be made in accordance with the laws of Australia, and the Company may not be subject in all respects to the laws of Permitted Foreign Jurisdictions;
(v) the contract arising out of an acceptance of an Entitlement or the application for any Shares may not be enforceable in the courts of Permitted Foreign Jurisdictions;
(vi) this Prospectus has not been registered in any Permitted Foreign Jurisdiction under and in accordance with laws of that jurisdiction and may not contain all the information that a prospectus registered in that jurisdiction is required to contain;
(vii) it is not a condition of the Issue that the Company be listed on the stock exchange of any Permitted Foreign Jurisdiction and, as such, Shareholders in Permitted Foreign Jurisdictions may not have access to information concerning the Company in the same way as persons have in relation to an issuer listed on a stock exchange in those jurisdictions; and
(viii) a copy of this Prospectus will be sent free of charge to a Shareholder within five working days of receiving a request together with any other documents that must, by law, accompany a copy of this Prospectus sent to any person within the Commonwealth of Australia.

With only 29 Shareholders outside Australia and the Permitted Foreign Jurisdictions (spread among 13 countries), it is not reasonable for the Company to meet the requirements of the securities laws of countries other than Australia and the Permitted Foreign Jurisdictions and the Offer has not been and will not be registered under the relevant securities laws of those jurisdictions. For that reason, no Entitlement and Acceptance Forms can be or are being sent to Shareholders with registered addresses outside

Australia and the Permitted Foreign Jurisdictions, and this Prospectus is being sent to them for information purposes only.

2.8 Minimum Subscription and Over-subscriptions

There is no minimum subscription and over-subscriptions will not be accepted.

2.9 Allotment

The Directors will proceed to allot Shares as soon as possible after the Closing Date and after ASX permission for Official Quotation of the Shares is received. In accordance with the Corporations Act 2001, all application monies shall, before the allotment and issue of Shares pursuant to this Prospectus, be held by the Company in trust in a bank account established solely for that purpose.

2.10 ASX Listing

Within 7 days after the date of this Prospectus, application will be made to ASX for the Shares offered by this Prospectus to be admitted to quotation on ASX.

If ASX does not admit the Shares to quotation within three months after the date of this Prospectus (or such longer period as may be permitted by the ASIC), no Shares will be allotted and issued and all acceptance and application moneys will be refunded without interest as soon as practicable.

The fact that ASX may admit the Shares to quotation is not to be taken in any way as an indication of the merits of the Shares.

2.11 Rights and Liabilities Attaching to Shares

The terms and conditions of the Shares are set out in Section 4 of this Prospectus.

2.12 Share Price Information

In the three months before lodgement of this Prospectus, the market price of Shares traded on ASX ranged from $0.53 (lowest) on 11 March 2009 to $1.01 (highest) on 21 April 2009. The latest sale price before lodgement of this Prospectus was $0.85 on 18 May 2009.

2.13 Issue Expenses

The expenses of the Issue are estimated to be:

TOTAL	890,000
Underwriting fee and related expenses	855,000
Prospectus preparation and processing costs	8,090
Printing and postage	5,000
ASX fees	19,900
ASIC lodgement fees	2,010
	$

2.14 Risk Factors

Investors should be aware that subscribing for Shares the subject of this Prospectus involves a number of risks. The risk factors set out in section 5.3 of the Prospectus and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Shares.

SECTION 3 CAPITAL STRUCTURE AND EFFECTS OF THE ISSUE

3.1 Existing Capital Structure

	Ordinary shares	Unlisted Options *
On issue as at the date of this Prospectus	206,460,989	12,095,000
Shares now offered for subscription (fully underwritten)	20,646,099	-
Total securities after completion of Issue but beforecompletion of the placement of Shares referred to below	227,107,088	12,095,000

* Option exercise prices vary between 40 cents and $1.50, with exercise periods up to 23 January 2012.

The Company has also announced arrangements for the issue of further Shares as follows:

(a) up to 34,500,000 Shares at an issue price of 82 cents each to raise up to $28,290,000 in additional funds to institutional investors in Australia; and
(b) up to 36,600,000 Shares at an issue price of 82 cents each to raise up to $30,012,000 in additional funds to institutions in North America and Britain.

The share placements referred to in (a) and (b) above are on a best endeavours basis and their completion is subject to shareholder approval, which will be sought at a general meeting to be held on 10 June 2009. The effect of this additional capital raising is not shown in the table above.

3.2 Effect of the Issue

The principal effects of the Issue are:

the Company's cash funds and Shareholders' equity will increase by $16.9m less expenses of the Issue, which are estimated to be approximately $890,000; and
the total number of securities on issue will increase as stated in the table in section 3.1 of the Prospectus.

3.3 Financial Performance

The Issue will have no immediate effect on the Company's financial performance, although the investment of the proceeds of the Issue is expected to eventually have an effect on the financial performance of the Company depending on the success of that investment. The success of that investment is not something which is presently capable of being quantified.

SECTION 4 RIGHTS ATTACHING TO SECURITIES

4.1 Rights and Liabilities Attaching to Shares

Full details of the rights and liabilities attaching to Shares are set out in the Company's current Constitution and, in certain circumstances, are regulated by the Corporations Act 2001, the ASX Listing Rules and the general law. A copy of the Company's Constitution is available for inspection at the offices of the Company and the Company will supply a copy, upon request, to any investor. The rights attaching to ordinary shares in the Company include the following:

General Meetings

Each holder of shares is entitled to receive notice of, and to attend, speak and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be given to shareholders under the Constitution, the Corporations Act 2001 or the ASX Listing Rules.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none), including any restrictions imposed by the ASX Listing Rules and the following qualifications, at a general meeting of the Company, every holder of shares present in person or by proxy, attorney or representative has one vote on a show of hands and one vote per share on a poll.

A holder of shares on which a call is due and unpaid (at present there are none) may not vote in respect of that share at a meeting of members. On a poll, a member who holds partly paid shares on which a call is not owing is entitled to a fraction of the vote equal to the proportion that the amount paid bears to the total amount paid and payable.

Dividend Rights

Subject to the rights of holders of shares issued with any special, preferential or qualified rights (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among the holders of shares in proportion to the number of shares held by them, and in the case of partly paid shares in the same proportion that the greatest amount that is paid on the shares over the relevant period bears to the greatest amount that is paid on all the shares over the relevant period.

Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding-up (at present there are none), on a winding-up of the Company all assets that may be legally distributed among the members will be distributed in proportion to the amounts paid on those shares compared with the total paid-up capital of the Company. The liquidator may, with sanction of a special resolution of members, divide the assets of the Company among members in specie.

SECTION 5 ADDITIONAL INFORMATION

5.1 Continuous Disclosure and Documents Available for Inspection

This Prospectus is issued pursuant to section 713 of the Corporations Act 2001 using the special prospectus content rules for continuously quoted securities.

The Company is a disclosing entity within the meaning of the Corporations Act 2001 and is, and has for the past twelve months been, subject to regular reporting and disclosure obligations. Therefore the Company is only required to provide in this Prospectus information on the effect of the issue of the Shares on the Company and the rights attaching to the Shares being offered by the Prospectus. There is no obligation to include general information in relation to the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company. Information, which is already in the public domain, has not been reported in this Prospectus, other than that which is necessary to make this Prospectus complete.

The Company believes that it has fully complied with the general and specific requirements as set forth by the ASIC and ASX in relation to continuous disclosure, which includes notifying ASX of any information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an office of the ASIC. The Company will provide, free of charge, a copy of any of the following documents to any person who requests a copy prior to the Closing Date:

(a) the financial report for the year ended 30 June 2008;
(b) the half year financial report for the six month period ended 31 December 2008; and
(c) any continuous disclosure notices given by the Company during the period starting after lodgement with the ASIC of the financial report referred to in paragraph (a) and ending before lodgement of this Prospectus with ASIC.

The documents referred to in paragraph (c) are the following:

Date Description of Announcement

01/10/2008	Ayanfuri Feasibility Update, Ghana, West Africa
09/10/2008	Appendix 3B
21/10/2008	Appendix 3B
21/10/2008	Change of Director`s Interest Notice
23/10/2008	Annual General Meeting
28/10/2008	Notice of Annual General Meeting/Proxy Form
28/10/2008	Trading Halt
29/10/2008	Annual Report 2008
30/10/2008	Capital Raising Negotiations Ceased
31/10/2008	First Quarter Activities & Cashflow Report
03/11/2008	Change in Substantial Holding from CIG
20/11/2008	Change in Substantial Holding from CIG
27/11/2008	Initial Gold Resource at Sissingue, Tengrela Project
28/11/2008	AGM Presentation
28/11/2008	Results of Meeting
04/12/2008	Change in Substantial Holding from CIG
05/12/2008	Appendix 3B – New Issue Announcement
12/12/2008	Becoming a Substantial Shareholder
18/12/2008	Ceasing to be a Substantial Shareholder from CIG
22/12/2008	Becoming a Substantial Shareholder
23/12/2008	Appendix 3B – New Issue Announcement
23/12/2008	Change of Director's Interest Notice
12/01/2009	Feasibility Update, Ayanfuri Gold Project, Ghana

Date	Description of Announcement
14/01/2009	Shareholder Letter
19/01/2009	Trading Halt
21/01/2009	Share Placement
29/01/2009	Cleansing Statement and Appendix 3B
30/01/2009	Change in Substantial Holding from MQG
30/01/2009	Second Quarter Activities & Cashflow Report
30/01/2009	Correction to Change in Substantial Holding from MQG
02/02/2009	Response to ASX Price Query
05/02/2009	Significant Increase in Resources - Ayanfuri Gold Project
09/02/2009	Scoping Study - Tengrela Gold Project
10/02/2009	Clarification Scoping Study - Tengrela Gold Project
12/02/2009	Appendix 3B – New Issue Announcement
20/02/2009	Appendix 3B – New Issue Announcement
26/02/2009	Notice of Option Expiry
03/03/2009	Cleansing Statement and Appendix 3B
05/03/2009	Appendix 3B – New Issue Announcement
06/03/2009	S and P Announces March SP/ASX Index Rebalance
16/03/2009	Half Yearly Report and Accounts
17/03/2009	Appendix 3B – New Issue Announcement
19/03/2009	Ayanfuri Resource Upgrade
20/03/2009	Appendix 3B – New Issue Announcement
20/03/2009	Change of Director's Interest Notice
24/03/2009	Appendix 3B – New Issue Announcement
26/03/2009	Change of Director's Interest Notice x 2
31/03/2009	Appendix 3B – New Issue Announcement
02/04/2009	Investor Presentation
02/04/2009	Change of Director's Interest Notice x 2
06/04/2009	Appendix 3B – New Issue Announcement
07/04/2009	Appendix 3B – New Issue Announcement
17/04/2009	Trading Halt
17/04/2009	Response to ASX Query
20/04/2009	Increase in Ayanfuri In-Pit Resource
30/04/2009	Ceasing to be a Substantial Shareholder
30/04/2009	Clarification of Substantial Shareholding Notice
30/04/2009	Third Quarter Activities & Cashflow Report
04/05/2009	Trading Halt Request
06/05/2009	Equity Raising of A$75 million
08/05/2009	Notice of General Meeting

As this Prospectus is issued under the special prospectus content rules set out in section 713 of the Corporations Act 2001, it contains details specific to the Issue. If you require any further information in relation to the Company, the Directors recommend that you take advantage of the ability to inspect or obtain copies of the documents referred to above. All requests for copies of the above documents should be addressed to Company Secretary, Perseus Mining Limited at PO Box 717, Balcatta, Western Australia or by facsimile to (08) 9240 2406.

None of the information referred to in this section 5.1 is incorporated by reference into this Prospectus or is issued with this Prospectus.

5.2 Underwriting Agreement

The Issue is fully underwritten in accordance with the terms of an underwriting agreement between the Company and BGF Holdings Ltd.

Under the terms of the Underwriting Agreement, if any one or more of the following events occurs at any time between the date of the Underwriting Agreement and the Shortfall Application Date (or, in the case of specific events, between the date of the Underwriting Agreement and the date or period referred to in the respective paragraph), then at any time on or before the Shortfall Application Date (being the date by which the Underwriter has to submit applications for the Shortfall) the Underwriter may terminate the Underwriting Agreement (without cost or liability to itself) by notice in writing to the Company specifying the relevant event:

(a) (ASIC) the Prospectus is not lodged with ASIC on or before the 2nd Business Day after execution of the Underwriting Agreement (or any later date agreed in writing by the Underwriter);
(b) (stop order) ASIC makes a stop order in relation to the Prospectus under section 739 of the Corporations Act;
(c) (certificate) the certificate in accordance with all of the requirements of clause 5.2 of the Underwriting Agreement not being furnished by the Company or a statement in that certificate being untrue or incorrect in a material respect;
(d) (prospects of Issue) there is introduced into the Parliament of the Commonwealth of Australia or any State or Territory of Australia a law or any new regulation is made under any law, or a Government Agency adopts a policy, or there is any official announcement on behalf of the Government of the Commonwealth of Australia or any State or Territory of Australia or a Government Agency that such a law or regulation will be introduced or policy adopted (as the case may be) which would or would be likely to have a material adverse effect on the success of the Issue;
(e) (unauthorised alterations) the Company alters its share capital or its Constitution in any material respect without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld;
(f) (breach) the Company fails to perform or observe any of its material obligations under the Underwriting Agreement and that failure is not remedied to the satisfaction of the Underwriter before the issue of the certificate required by clause 5.2 of the Underwriting Agreement;
(g) (misrepresentation) a representation or warranty made or given or taken by clause 7 of the Underwriting Agreement to have been made or given by the Company proving to have been untrue or incorrect in any material respect and the matters rendering the representation or warranty untrue in that respect are not remedied to the satisfaction of the Underwriter before the issue of the certificate required by clause 5.2 of the Underwriting Agreement;
(h) (ASX approval) on or before the Allotment Date , ASX advises the Company that it will not grant official quotation for the Issue Shares;
(i) (All Ordinaries Price Index) before the Closing Date, the All Ordinaries Price Index as calculated by the ASX falls by more than 12.5% below the All Ordinaries Price Index so calculated as at the close of business of the ASX on the date of the Underwriting Agreement and remains at or below that level for 3 Business Days;
(j) (Dow Jones Price Index) before the Closing Date, the Dow Jones Price Index as calculated by the New York Stock Exchange (NYSE) falls by more than 12.5% below the Dow Jones Price Index so calculated as at the close of business of the NYSE on the date of the Underwriting Agreement and remains at or below that level for 3 business days that NYSE is open for trading;
(k) (Gold Price) before the Closing Date, the US$ gold spot price (as determined by the London Gold Fix 3pm) falls by more than 12.5% below the US$ gold spot price so calculated as at the date of the Underwriting Agreement and remains at or below that level for 3 business days that the spot price quotation is available;
(l) (non-compliance) a Court or ASIC concludes that the Prospectus does not, as required by the Corporations Act, contain all the information investors and their professional advisers would reasonably expect to find in the Prospectus, for the purpose of making an informed assessment

of the effect of the offer contained in the Prospectus on the Company and the rights and liabilities attaching to the Shares, or concludes that the Prospectus otherwise fails to comply with the Corporations Act or any other applicable law;

(m) (Takeovers Panel) any person applies to the Takeovers Panel for a declaration under section 657A of the Corporations Act, an order under section 656B, 657D or 657E of the Corporations Act or a decision under section 656A of the Corporations Act, or proceedings before the Takeovers Panel or any court are otherwise commenced, in relation to, or in any way in connection with, the Issue and such application or proceedings are not withdrawn or discontinued within 3 Business Days;
(n) (supplementary prospectus) a supplementary prospectus or a replacement prospectus in relation to the Issue is required under section 719 of the Corporations Act;
(o) (hostilities) the outbreak of hostilities not at present existing (in all cases whether war has been declared or not) involving any of the Commonwealth of Australia or the Republic of Ghana;
(p) (Insolvency Event): an Insolvency Event occurs in respect of the Company;
(q) (material adverse change) there is a material adverse change in the management, financial position, results of operations or prospects of the Company; and
(r) (trading of securities) trading in any securities of the Company is suspended by ASX for more than 5 Business Days, or any securities of the Company quoted on the Official List of ASX cease to be so quoted.

5.3 Risks of Investing

The Shares offered by this Prospectus should be considered speculative. The Directors strongly recommend that investors examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Shares. In addition to this, the Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors that may affect the future operating and financial performance of the Company and the value of an investment in it.

Mining and Exploration Risks

The primary business of the Company is exploration for, and commercial development of, mineral ore bodies, which is subject to the risks inherent in these activities. Its operations are still in the exploration and evaluation phase. The current and future operations of the Company may be affected by a range of factors, including:

geological conditions
limitations on activities due to seasonal weather patterns
alterations to joint venture programs and budgets
unanticipated operational and technical difficulties encountered in trenching, drilling, development, production and treatment activities
mechanical failure of operating plant and equipment
adverse weather conditions, industrial and environmental accidents, industrial disputes and other force majeure events
unavailability of drilling, mining, processing and other equipment
unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment and labour
prevention of access by reason of political or civil unrest, outbreak of hostilities, inability to obtain regulatory or landowner consents or approvals, or native title issues
terms imposed by government on development of mining projects including conditions such as equity participation, royalty rates and taxes
delays in completing feasibility studies and obtaining development approvals
risks of default or non-performance by third parties providing essential services.

No assurance can be given that future exploration will be successful or that a commercial mining operation will eventuate.

The ultimate success and financial viability of the Company depends on the discovery and delineation of economically recoverable ore reserves, design and construction of efficient mining and processing facilities, and competent operational and managerial performance. There is no assurance that exploration and development of the mineral interests held by the Company, or any other projects that may be acquired by the Company in the future, will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited by the Company.

Development of a commercial mining operation is also dependent on the Company's ability to obtain necessary titles and governmental and other regulatory approvals on a timely basis.

Changes in Government Policy

Adverse changes in government policies or legislation in Côte d'Ivoire or Ghana and other jurisdictions in which the Company may operate from time to time affecting foreign ownership of mineral interests, taxation, profit repatriation, royalties, land access, labour relations, and mining and exploration activities may affect the operations of the Company.

Metal Market Conditions

The Company's ability to benefit from any future mining operations will depend on market factors, some of which may be beyond its control. The world market for gold and other minerals is subject to many variables and may fluctuate markedly.

General Economic Conditions

Factors such as inflation, currency fluctuations, interest rates, supply and demand, industrial disruption, government policy and legislation, have an impact on operating costs, commodity prices, and the parameters in which the Company operates. Factors that may be beyond the control of the Company include:

general economic conditions in Australia and the countries in which the Company operates and, in particular, inflation rates, interest rates, exchange rates, commodity supply and demand factors;
financial failure or default by a participant in any of the joint ventures or other contractual relationship to which the Company is, or may become, a party;
insolvency or other managerial failure by any of the contractors used by the Company in its activities; and
industrial and landholder disputes.

These as well as other conditions can affect the Company's future revenues and profitability and the price of its securities.

Environmental Risks

The Company's projects are or may be subject to various laws and regulations regarding environmental matters and the discharge of hazardous waste and materials. The Company may be required to comply from time to time with environmental management issues that arise from factors beyond its control.

Tenement Title Risks

Mineral licences are granted subject to various conditions including, but not limited to, work and expenditure conditions. Failure to comply with these conditions may expose the licences to forfeiture.

All of the licences in which the Company has an interest will be subject to application for renewal from time to time. The renewal of the term of each licence is subject to the applicable legislation in the relevant jurisdiction. If a licence is not renewed for any reason, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that licence.

Capital Requirement Risk

Investors should be aware that the Company will have no operating revenue in the foreseeable future and must continue to fund its exploration, feasibility and possibly development programs through equity capital or debt. The continued viability of the Company is therefore dependent upon:

the success of this Issue;
the success of the Company's efforts to attract joint venture partners who will undertake or share all or part of the exploration expenditure; and
the successful raising of debt or equity funds in the future including the Share placements referred to in section 3.1.

Subject to completion and results of the definitive feasibility study presently being undertaken at the Ayanfuri gold project in Ghana, the Company will have to negotiate project finance to develop the Ayanfuri project and to commence mining. There can be no guarantee that the Company will be able to successfully raise project finance for development of a mining operation at Ayanfuri.

Share Market Risk

Applicants should be aware that there are risks associated with any stock market investment. It is important to recognise that share prices may fall as well as rise, and the Company's shares may trade below or above the issue price. Share prices for exploration and mining companies are generally subject to wide fluctuations, which may be unrelated to the operating performance of the relevant company. Such fluctuations may adversely affect the market price of securities. The Company's continued listing on the ASX (and therefore the availability of a ready market for the Shares) depends on the Company's continued compliance with the ASX Listing Rules.

Sovereign Risk

It should be noted that certain areas in which the Company operates have been the subject of civil unrest in the recent past. The Company believes that although tension has eased since early 2007, civil and political unrest and an outbreak of hostilities remains a risk in northern Côte d'Ivoire that could affect the Company's access to its Tengrela project area and subsequent exploration and development. Côte d'Ivoire has been and remains the subject of official travel warnings issued by the Australian government.

Speculative Nature of Investment

The above list of risk factors is not to be taken as exhaustive of the risks faced by the Company or by Shareholders in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus.

5.4 Directors' Interests

The interests of the Directors in securities of the Company as at the date of this Prospectus are as follows:

Name of Director	Position Held	OrdinaryShares	OptionsExercisable at$1.50 each before31 July 2010	OptionsExercisable at$1.00 each before30 June 2011
Reginald Gillard	Non-Executive Chairman	680,000	600,000	-
Mark Calderwood	Managing Director	3,940,237	1,200,000	-
Colin Carson	Executive Director	600,500	1,200,000	-
Rhett Brans	Executive Director	475,000	400,000	600,000
Neil Fearis	Non-Executive Director	300,000	400,000	-

Directors are entitled to Directors' fees and other emoluments, which are disclosed in the Company's annual financial reports.

Mr Gillard receives non-executive director's fee of $50,000 per annum ($70,000 per annum from 1 July 2008 to 31 October 2008 and reduced thereafter). Mr Calderwood, Mr Brans and Mr Carson receive $280,000, $147,000 and $100,000 per annum respectively for their management services ($320,000, $163,500 and $140,000 respectively from 1 July 2008 to 31 October 2008 and reduced thereafter). Mr Fearis receives non-executive director's fee of $50,000 per annum ($55,000 per annum from 1 July 2008 to 31 October 2008 and reduced thereafter). The options listed above have been issued to the directors in the past as part of their remuneration packages.

Corporate Consultants Pty Limited, an entity of which Mr R N Gillard is a director and a shareholder, provides administration, accounting, company secretarial services and office space to the Company and has assisted with the preparation of this Prospectus. Fees paid or payable to Corporate Consultants Pty Limited for the two year period ending on the date of this Prospectus are approximately $485,099.

Except as disclosed in this Prospectus, no Director or proposed Directors (whether individually or in consequence of the Directors' association with any Company or firm or in any material contract entered into by the Company) has now or has had in the two year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company; or
property acquired or to be acquired by the Company in connection with:
- o its formation or promotion; or
- o this Offer of securities;
this Offer of securities.

Except as disclosed in this Prospectus, no amount of any kind (whether in cash or shares or otherwise) has been paid or agreed to be paid to any Director or proposed Director or to any Company or firm with which a Director is associated to induce him to become, or to qualify as, a Director, or otherwise for services rendered by him or any Company or firm with which the Director is associated in connection with the promotion or formation of the Company or this Offer of securities.

5.5 Interests of named persons

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, promoter of the Company, underwriter or financial services licensee named in the Prospectus as a financial services licensee involved in the Issue has, or had within 2 years before lodgement of this Prospectus at ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or to be acquired by the Company in connection with its formation or promotion; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services rendered by him in connection with the formation or promotion of the Company or the Offer other than the following corporate advisory and fundraising fees paid or payable to date to BGF Holdings Ltd and its related entities:

$976,670.00; and
1,000,000 Options exercisable at 80 cents each on or before 31 December 2009 and 1,000,000 Options exercisable at $1.00 between 1 January 2010 and 31 December 2010.

5.6 Consents

Advanced Share Registry Ltd has given its consent to be named in the Prospectus as the share registry for Perseus Mining Limited in the form and context in which it is named. BGF Holdings Ltd has given its consent to be named in the Prospectus as the Underwriter to the Issue. Advanced Share Registry Ltd and BGF Holdings Ltd:

(i) do not make this Issue;
(ii) have not authorised or caused the issue of this Prospectus; and
(iii) do not make, or purport to make, any statement in this Prospectus,

(nor is any statement based upon a statement made by them, other than the respective references to their names) and to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than the respective references to their names.

5.6 Directors' Consent

This Prospectus is dated 19 May 2009 and is issued by Perseus Mining Limited. The lodgment of this Prospectus with ASIC was consented to in writing by every Director of Perseus Mining Limited.

Signed for and on behalf of Perseus Mining Limited by Mark Calderwood Managing Director

SECTION 6 GLOSSARY

The following terms and abbreviations used in this Prospectus have the following meanings:

Term	Meaning
Application	an application made on an Entitlement and Acceptance Form.
AWST	Australian Western Standard Time.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited (ACN 008 624 691).
ASX Listing Rules	official Listing Rules of ASX.
Closing Date	the last day for the receipt of completed Entitlement and Acceptance Forms forthe Shares offered by this Prospectus, being 15 June 2009 unless varied by theCompany.
Company	Perseus Mining Limited ACN 106 808 986.
Director(s)	the directors of the Company from time to time and any one of them.
Entitlement	the non-renounceable entitlement of a Shareholder to subscribe for a particularnumber of Shares under the Offer made to each particular shareholder.
Entitlement andAcceptance Form	the personalised entitlement and acceptance form accompanying a Shareholder'scopy of this Prospectus.
Existing Options	2,500,000 Options exercisable at 40 cents each on or before 30 November 20091,000,000 Options exercisable at 80 cents each on or before 31 December 2009525,000 Options exercisable at 50 cents on or before 1 April 20103,800,000 Options exercisable at $1.50 on or before 31 July 20101,000,000 Options exercisable at $1.00 on or before 31 December 2010600,000 Options exercisable at $1.00 on or before 30 June 20112,670,000 Options exercisable at 65 cents on or before 23 January 2012
Issue	the issue of the Shares comprised in the Offer.
Offer	the offer of Shares pursuant to this Prospectus.
Official Quotation	official quotation on official list of ASX.
Opening Date	the first day for the receipt of completed Entitlement and Acceptance Forms forthe Shares offered by this Prospectus, being 29 May 2009 unless otherwisevaried by the Company.
Permitted ForeignJurisdiction	Hong Kong, New Zealand, Singapore and the United Kingdom
Option	an option to subscribe for a Share in the Company.
Prospectus	this prospectus dated 19 May 2009.
Share(s)	fully paid ordinary shares in the Company.
Shareholder	a shareholder in the Company.
Shortfall Shares	new Shares not taken up by Shareholders pursuant to their entitlements.
Underwriter	BGF Holdings Ltd ABN 19 075 071 466
UnderwritingAgreement	the agreement between the Company and the Underwriter dated on or about thedate of this Prospectus, pursuant to which the Underwriter has agreed tounderwrite the Issue.