PERSEUS MINING LIMITED — Capital/Financing Update 2010

May 4, 2010

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4 May 2010

Dear Shareholder,

Invitation to participate in Perseus’s Share Purchase Plan

As you may be aware, Perseus Mining Limited ( Perseus ) recently announced a capital raising of up to $140.8 million. Of that, up to $98.1 million was to be raised through an offer of shares in North America, $29.1 million is to be raised through a private placement targeting mainly Australian investors (and subject to shareholder approval at a meeting convened for 28 May 2010) and up to $13.6 million through a Share Purchase Plan ( SPP ). I am pleased to advise that as at the time of writing to you, the amount of $98.1 million is expected to settle later today. BGF Equities Pty Ltd has been mandated to manage the private placement of up to 15 million shares ( Private Placement ) at $1.94 each to raise up to $29.1 million.

The SPP is for a total offer of 7,000,000 shares at an offer price of $1.94 per share, which is the same price at which shares are proposed to be issued under the Private Placement and the same price at which shares will be issued under the North American offer. I am pleased to present this offer to participate in Perseus’s SPP to Eligible Shareholders.

I urge Eligible Shareholders to note that, in the event of oversubscriptions (ie total number of shares subscribed for are in excess of 7 million), the Directors will scale back applications on a pro-rata basis.

Under the Offer, each Eligible Shareholder can subscribe for between $2,000 and $15,000 of new fully paid ordinary shares in various increments at an Offer price of $1.94 per share. The Offer price of $1.94 represents a discount of just over 5% to the last closing price of $2.05 before the SPP was announced on 12 April 2010.

The proceeds from the SPP together with the proceeds from the North American offer, the Private Placement offer, the Company’s existing cash reserves and debt finance which is presently being finalised will be used:

• to fund the construction of a gold plant and associated infra-structure at the Central Ashanti Gold Project in Ghana, on-going exploration on a very large scale and development of the Company’s West African gold properties; and

• for working capital and general corporate purposes.

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

The Directors believe that the SPP provides a good opportunity for Eligible Shareholders to increase their shareholding and to participate further in Perseus’s future growth.

Further details of the SPP and the application form to purchase shares in the SPP are included in this Offer documentation. I commend this opportunity to Eligible Shareholders.

Yours faithfully

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Reg Gillard Chairman

The Share Purchase Plan (SPP) Offer at a glance Key dates

Initial Record Date	8 April 2010 (5:00pm Perth time)	The date for determining Eligible Shareholders
Opening Date	6 May 2010	Offer opens at 9:00am (Perth time)
Closing *Date **	25 May 2010	Offer closes at 5:00pm (Perth time)
Issue and Despatch Date*	28 May 2010	Shares under Share Purchase Plan are issued and Confirmation of transaction despatched to shareholders

*Dates are subject to change at the Board’s discretion

Offer details

Issue Price	$1.94
Minimum Application Amount	$2,000
Maximum Application Amount	$15,000
Permitted application amounts	$2,000, $5,000, $10,000, or $15,000

FOR THE CONVENIENCE OF ELIGBLE SHAREHOLDERS, PAYMENT FOR SHARES UNDER THE SPP CAN BE MADE BY BPAY®

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PERSEUS MINING LIMITED SHARE PURCHASE PLAN TERMS AND CONDITIONS

The following are the terms and conditions of the Offer under the Plan ("Terms and Conditions").

By accepting the offer to subscribe for Shares under the Plan, you will have agreed to be bound by these Terms and Conditions and the Company's constitution.

1. Class order 09/425 issued by the Australian Securities and Investments Commission

The Offer has been structured to comply with the Australian Securities and Investments Commission Class Order 09/425 ("ASIC Class Order 09/425") to enable the Company to issue Shares without a prospectus.

2. Eligibility to participate in the Offer

You are eligible to apply for Shares in the Offer if:

(a) your registered address, as recorded in the Company's register of members, is in Australia or New Zealand (The Board has determined it is either not lawful or not practical for shareholders in jurisdictions outside of Australia or New Zealand to participate in the SPP); and

(b) you were registered as a holder of Shares as at 5pm (WST) on 8 April 2010 (being the last trading date before the Offer was announced).

The Offer to each eligible shareholder is made on the same terms and conditions. The Offer is nonrenounceable (you may not transfer your right to subscribe for Shares under the Offer to anyone else).

Participation in the Offer is entirely at your discretion, you are under no obligation to participate.

Directors and related parties who are Eligible Shareholders can participate in the Plan in accordance with a waiver granted by the ASX.

3. Opening and closing date of the Offer

The Offer opens at 9.00am (WST) on 6 May 2010 and closes at 5pm (WST) on 25 May 2010. No late applications will be accepted, however the Directors reserve the right to extend the closing date.

4. Offer Issue Price

The issue price for each Share under the Offer is $1.94. This price is at a discount of just over 5% to the closing price of $2.05 of Shares on the ASX on 8 April 2010, being the last trading date prior to the announcement of the Offer on 12 April 2010. This is also the price at which Shares will be offered under the Private Placement offer and the price (albeit expressed in Canadian dollars (Cdn$1.80) at which Shares will be issued under the North American offer of Shares.

5. Risks associated with investing under the Plan

The Perseus share price quoted on ASX may rise or fall between the announcement date of 12 April 2010 and the Issue Date of 28 May 2010. Whilst the Issue Price under the SPP is fixed at $1.94 and is not subject to any market movement prior to Issue Date, your subscription for Shares is subject to the usual risks of investing in a speculative security. Before deciding whether to accept the Offer, you should refer to the current market price of Shares, which can be obtained from the financial pages of your daily newspaper, your stockbroker, your financial adviser, or the ASX. In determining whether you wish to participate in this Offer and the extent to which you participate, you should seek your own personal financial and/or taxation advice particular to your own circumstances.

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6. Subscription Amounts under the Offer

Eligible Shareholders may only acquire up to a maximum of $15,000 worth of Shares under a share purchase plan in any 12 month period ( Maximum Application Amount ). Perseus has not conducted a share purchase plan in the 12 months preceding this Offer.

The smallest amount that Eligible Shareholders can apply for under the SPP is $2,000 worth of Shares ( Minimum Application Amount ).

Eligible Shareholders may only apply to purchase a parcel of Shares in the amount of $2,000, $5,000, $10,000, or $15,000 ( Application Amount ).

Subscription amount	$2,000	$5,000	$10,000	$15,000
No of Shares	1,031	2,577	5,155	7,732

Number of Shares has been rounded to the nearest whole number

Subject to paragraph 7, if you are an Eligible Shareholder, you can subscribe for a maximum of 7,732 Shares which will cost $15,000. Please note that this maximum limit (7,732 Shares) applies to you even if you receive more than one Offer from the Company.

Single Holders - If you are the only registered holder of a holding of Shares, but you receive more than one offer under the SPP (for example, due to different addresses or issuer sponsored holdings as well as CHESS holdings), you may only apply for one maximum parcel of Shares.

Joint Holders - If you are a joint holder of a holding of Shares, that joint holding is considered to be a single registered holding for the purpose of the SPP, and you are entitled to participate in the SPP in respect of that single holding only. If you are a joint holder and you receive more than one offer under the SPP, you may only apply for one maximum parcel of Shares. For example, if you are both a sole and a joint shareholder of the Company as at 8 April 2010, you can only apply for Shares under the Offer once, either in your capacity as sole shareholder or joint shareholder, not both.

7. Custodian Certification

If on 8 April 2010 you were a custodian within the definition of "custodian" in ASIC Class Order 09/425 ("Custodian") and hold Shares on behalf of one or more persons (each a " Participating Beneficiary "), you may apply for up to a maximum of $15,000 worth of Shares for each Participating Beneficiary, subject to providing a notice in writing to the Company on application for Shares pursuant to the Offer certifying:

(a) either or both of the following:

• (i) that the Custodian holds Shares on behalf of one or more other persons (" Participating Beneficiaries ") that are not Custodians; and

(ii) that another Custodian (" Downstream Custodian ") holds beneficial interests in Shares on behalf of one of more other persons (each a Participating Beneficiary), and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian;

on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

(iii) where paragraph 7(a)(i) applies—the Custodian; and

• (iv) where paragraph 7(a)(ii) applies—the Downstream Custodian;

to apply for Shares on their behalf under the Plan;

• (b) the number of Participating Beneficiaries;

• (c) the name and address of each Participating Beneficiary

• (d) in respect of each Participating Beneficiary, the number of Shares that the Custodian holds on their behalf;

• (e) in respect of each Participating Beneficiary:

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• (i) where paragraph 7(a)(i) applies—the number or the dollar amount of Shares they instructed the Custodian to apply for on their behalf; and

• (ii) where paragraph 7(a)(ii) applies—the number or the dollar amount of Shares they instructed the Downstream Custodian to apply for on their behalf;

• (f) there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $15,000:

• (i) the Shares applied for by the Custodian on their behalf under the Plan in accordance with the instructions in paragraph 7(e); and

• (ii) any other Shares issued to the Custodian in the 12 months before the application under the Plan as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Plan.

• (g) that a copy of this Offer document was given to each Participating Beneficiary;

• (h) where clause paragraph 7(a)(ii) applies—the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.

In providing a certificate under this paragraph 7, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds beneficial interests in the Shares held by the Custodian. For the purpose of ASIC Class Order 09/425, you are a Custodian if you are registered holder of Shares:

• (a) that holds an Australian financial services licence that:

• (i) covers the provision of a custodial or depositary service; or

• (ii) includes a condition requiring the holder to comply with the requirements of ASIC Class Order [CO 02/294]; or

• (b) that is exempt from the requirement to hold an Australian financial services licence for the provision of a custodial or depositary service under:

• (i) paragraph 7.6.01(1)(k) of the Corporations Regulations 2001 (Cth); or

• (ii) ASIC Class Order [CO 05/1270] to the extent that it relates to ASIC Class Order [CO 03/184];or

(iii) paragraph 911A(2)(h) of the Corporations Act.

• (c) that is a trustee of a:

• (i) self-managed superannuation fund; or

• (ii) superannuation master trust; or

• (d) that is the responsible entity of an IDPS-like scheme; or

• (e) that is the registered holder of Shares and is noted on the register of members as holding the shares or interests on account of another person.

If you hold Shares as a trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings set out in paragraph 6 above apply.

8. Shareholder Certification

Subject to paragraph 7, an Eligible Shareholder must, on application for Shares pursuant to the Offer, certify to the Company that the total of the application price for the following does not exceed $15,000 in total in any consecutive 12 month period, when aggregated with the total contributions for any of the following:

(a) the Shares the subject of the application under the Plan; and

(b) any other Shares applied for by the Shareholder under the Plan or any similar arrangement in the 12 months before the application under the Plan; and

• (c) any other Shares which the Shareholder has instructed a Custodian to acquire on their behalf under the Plan; and

(d) any other Shares issued to a Custodian under an arrangement similar to the Plan in the 12 months before the application under the Plan as a result of an instruction given by the Shareholder to the Custodian or another Custodian and which resulted in the Shareholder holding beneficial interests in the Shares.

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9. Costs to participants

No brokerage, commission or other transaction costs will be payable by an Eligible Shareholder in respect of Shares issued under the SPP.

10. Allotment of Shares and Scaleback

The Shares will be allotted on or around 28 May 2010 subject to any extension of the Closing Date.

Perseus may need to undertake a Scaleback due to over subscriptions. Under a scaleback, the number of Shares for each Application will be scaled back ( Scaleback ). The Scaleback, if any, shall be on a prorata basis. If Perseus undertakes a Scaleback, the difference between the value of the Shares allotted and the Application Amount paid by the Applicant will be refunded by cheque and mailed to the Applicant on the Despatch Date. No interest will be paid on any money returned.

11. What Rights Will the Shares Carry?

Shares issued under the SPP will rank equally in all respects with existing Shares. Shares issued to Eligible Shareholders under the SPP will be registered on the Share Register. Following the issue and allotment of Shares under the SPP, Perseus will apply to ASX for quotation of the Shares on the Official List.

12. Board’s Powers

The SPP will be administered by the Board which has the power to:

(a) determine appropriate procedures for administration and implementation of the SPP, consistent with the SPP Rules and settle any difficulty which may arise generally or in a particular case, in regard to the SPP as the Board thinks fit and its determination will bind all shareholders and other persons to whom the determination relates;

(b) resolve conclusively all questions of fact or interpretation in connection with the SPP; and (c) delegate to any one or more persons for such period and on such conditions as it may determine, the exercise of its powers or discretions arising under the SPP.

Perseus and its officers and employees will not be held responsible or liable for any error or omission which occurs in the administration of the SPP. The Board may vary administrative procedures to be followed in respect of the implementation of the SPP. The procedures may be varied at any time by the Board having regard to ASX or ASIC requirements.

The Board may at any time modify, vary or amend the SPP; suspend the operation of the SPP from time to time for any period; or terminate the SPP at any time without any need for giving advance notice to shareholders.

13. Dispute Resolution

Perseus may settle in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application, and the decision of Perseus will be conclusive and binding on all participants and other persons to whom the determination relates.

Perseus reserves the right to waive strict compliance with any provision of these rules. The powers of Perseus under these conditions may be exercised by any member of the Board or their delegate.

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14. Payment for the Shares

If you choose to participate in the Plan, please complete the enclosed personalised Application Form and return it with a cheque, bank draft, or money order in Australian dollars for the Application Amount so that it is received before 5:00pm (Perth time) on 25 May 2010 at the following address:

Perseus Mining Ltd c/- Advanced Share Registry P O Box 1156 Nedlands, Western Australia 6909

OR

Perseus Mining Ltd c/- Advanced Share Registry 150 Stirling Highway Nedlands, Western Australia 6009

You also have the choice of making payment by BPay. Your funds must be received into the Company’s designated account by no later than 5:00pm (Perth time) on 25 May 2010 - please refer to the personalised Application Form for details.

If you have any questions in relation to the SPP or how to complete the Application Form, please call Mr Susmit Shah, the Company Secretary at the Company’s office at any time between 8:30am to 5:00 pm (Perth time) Monday to Friday on 08 9240 6344 (within Australia) or +61 8 9240 6344 outside Australia. Enquiries can also be directed to the Company’s share registry, whose contact details are noted on the Application Form.

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Term Definition

Announcement Date	the date on which the SPP was announced to the market on ASX, being 12 April 2010
Allotment Notice	the notice sent to Shareholders confirming allotment of Shares issued under the SPP
Application	an application for Shares under this SPP
Application Amount	either $2,000, $5,000, $10,000 or $15,000 (at the Eligible Shareholder’s election)
Application Form	a personalised application form pursuant to which Eligible Shareholders may applyforShares underthe SPP
ASIC	the Australian Securities and Investments Commission
ASX	ASX Limited ACN 008 624 691
Board	the board of directors of Perseus
Closing Date	the closingdate for the SPP,expected to be 25 May2010
Closing Price	the closing price on ASX, excluding special crossings, overnight sales and exchange traded optionexercises
Despatch Date	the date on which Allotment Notices will be sent to shareholders, being 28 May 2010
Director	a director of Perseus
Eligible Shareholder	Shareholders with a registered address in Australia or New Zealand recorded on the ShareRegisteras at theRecordDate
Issue Date	the date on which the Shares are issued under the SPP,being28 May2010
Issue Price	$1.94per Share
Minimum Application Amount	$2,000
Maximum Application Amount	$15,000
Offer	the offer of Shares under the SPP on the terms set out in the Rules
Official List	the official list forquotation on ASX
Opening Date	the date on which the SPP opens,being6 May2010
Perseus (or Company)	Perseus Mining Limited ACN 106 808 986
Record Date	5pm, Perth time on Thursday, 8 April 2010
Registered Address	the address of an Eligible Shareholder as shown in the Share Register
Scaleback	a reduction in the number of Shares allotted to Eligible Shareholders who lodge an Application, where the total number of Shares subscribed for under the SPP isinexcess of 7 million.
Share Register	the register of all shareholders maintained bythe Company’s share registry
Share	a fullypaid ordinaryshare in Perseus
SPP or Share Purchase Plan or Plan	Perseus’s Share Purchase Plan, as set out in this document
SPP Rules or Rules	these rules
Trading Day	the dayon which tradingis conducted on ASX

All references to $ are to Australian dollars

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