Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Company Secretary of Perseus at 30 Ledgar Road, Balcatta, Western Australia, 6021, +61 8 9240 6344, and are also available electronically at www.sedar.com.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’) or any state securities laws. Accordingly, except as permitted by the Underwriting Agreement and pursuant to exemptions from the registration requirements of the U.S. Securities Act and state securities laws, these securities may not be offered or sold within the United States or to or for the account or benefit of a United States person. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See ‘‘Plan of Distribution’’.

SHORT FORM PROSPECTUS

New Issue

April 27, 2010

PERSEUS MINING LIMITED ABN 27 106 808 986

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1DEC200918345002
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C$79,200,000

44,000,000 Ordinary Shares

This short form prospectus (the ‘‘ Prospectus ’’) qualifies the distribution (the ‘‘ Offering ’’) of 44,000,000 ordinary shares (the ‘‘ Offered Shares ’’) of Perseus Mining Limited (‘‘ Perseus ’’, and together with its subsidiaries, the ‘‘ Company ’’) at a price of C$1.80 per Offered Share (the ‘‘ Offering Price ’’) pursuant to the terms of an underwriting agreement dated April 15, 2010 (the ‘‘ Underwriting Agreement ’’) between Perseus and Cormark Securities Inc. (‘‘ Cormark ’’), Clarus Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and Dundee Securities Corporation (collectively, the ‘‘ Underwriters ’’).

The outstanding ordinary shares of Perseus (the ‘‘ Ordinary Shares ’’) are listed on the Australian Securities Exchange (the ‘‘ ASX ’’) and the Toronto Stock Exchange (the ‘‘ TSX ’’), in each case, under the symbol ‘‘PRU’’ and trade on the Frankfurt Stock Exchange under the symbol ‘‘P4Q’’. On April 8, 2010 (the last trading day prior to the announcement of the Offering), the closing price of the Ordinary Shares on the ASX and on the TSX was A$2.05 and C$1.95, respectively. The TSX has conditionally approved the listing of the Offered Shares and the Over-Allotment Shares (as defined herein). Listing will be subject to the Company fulfilling all of the listing requirements of the TSX, on or before July 14, 2010. The Company will also apply for quotation of the Offered Shares and the Over-Allotment Shares on the ASX.

Price: C$1.80 per Ordinary Share

	Price to		Net Proceeds to
	the Public(1)	Underwriters’ Fee(2)	the Company(3)
Per Offered Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	C$1.80	C$0.09	C$1.71
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	C$79,200,000	C$3,960,000	C$75,240,000

Notes:

(1) The Offering Price was determined by negotiation between Perseus and Cormark, on behalf of the Underwriters.

(2) Pursuant to the terms and conditions of the Underwriting Agreement, Perseus has agreed to pay the Underwriters a cash fee of C$3,960,000, (the ‘‘ Underwriters’ Fee ’’), representing 5.0% of the gross proceeds of the Offering. See below and ‘‘ Plan of Distribution ’’.

(3) After deducting the Underwriters’ Fee, but before deducting expenses of the Offering, including preparation and filing of this Prospectus, estimated to be C$240,000, which Perseus will pay from the proceeds of the Offering.

(4) The Company has also granted the Underwriters an over-allotment option (the ‘‘ Over-Allotment Option ’’), exercisable in whole or in part in the sole discretion of the Underwriters for a period of 30 days from (and including) the Closing Date (as defined herein), to purchase up to an additional 6,600,000 Ordinary Shares (the ‘‘ Over-Allotment Shares ’’), to cover over-allotments, if any, and for market stabilization purposes. In respect of the Over-Allotment Option, the Company will pay to the Underwriters a fee equal to 5.0% of the proceeds realized on the exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in full, the total price to the public will be C$91,080,000, the total Underwriters’ Fee will be $4,554,000, and the net proceeds to the Company, before deducting the estimated expenses of the Offering, will be C$86,526,000. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares upon exercise of the Over-Allotment Option. A purchaser who acquires Over-Allotment Shares, acquires those securities under this Prospectus, regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See ‘‘ Plan of Distribution ’’.

(continued on next page)

(continued from cover)

Unless the context otherwise requires, all references to ‘‘Offered Shares’’ in this Prospectus include the Over-Allotment Shares.

The following table sets forth the number of Ordinary Shares that have been issued or may be issued by the Company to the Underwriters pursuant to the Over-Allotment Option:

Underwriters’ position Over-Allotment Option . . . . . . . .	Number of Ordinary Shares available 6,600,000 Ordinary Shares	Exercise period For a period of 30 days from (and including) the Closing Date	Exercise price
			C$1.80 per Ordinary Share

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by Perseus and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under ‘‘ Plan of Distribution ’’. In connection with the Offering and subject to applicable laws, the Underwriters may effect transactions that are intended to stabilize or maintain the market price of the Ordinary Shares of the Company at levels other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may also offer the Offered Shares at a price lower than the price stated above. See ‘‘ Plan of Distribution ’’.

An investment in the Company is speculative and involves a high degree of risk. The risk factors identified under the headings ‘‘ Statement Regarding Forward Looking Information ’’ and ‘‘ Risk Factors ’’ and in the documents incorporated by reference in this Prospectus should be carefully reviewed and evaluated by prospective purchasers before purchasing the securities being offered hereunder.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to occur on or about May 4, 2010, or such other date as may be agreed between the Company and the Underwriters, but in any event no later than May 17, 2010 (unless extended by the Underwriters to a date no later than 42 days after the date of a receipt for the final short form prospectus filed in connection with the Offering) (the ‘‘ Closing Date ’’). See ‘‘ Plan of Distribution ’’.

On the Closing Date, the Offered Shares (other than those offered or sold to persons in the United States or U.S. persons or to persons who are acting for the account or benefit of such persons, which will be represented by individual physical certificates bearing U.S. restrictive legends) will be available for delivery in book-entry form through CDS Clearing and Depository Services Inc. (‘‘ CDS ’’) or its nominee and will be deposited with CDS. Purchasers of Offered Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Offered Shares are purchased.

Based on information provided by Dundee Securities Corporation (‘‘Dundee’’), Dundee and its affiliates, including but not limited to Goodman & Company, Investment Counsel Ltd. on behalf of mutual funds or client accounts managed by it, and associates of each of them (collectively, the ‘‘Dundee Group’’), own or control, as of the close of business on April 26, 2010, in aggregate, 23,554,000 Ordinary Shares representing 6.83% of the issued and outstanding Ordinary Shares. The Dundee Group does not own any options or warrants to purchase Ordinary Shares. As a result, Perseus may be considered a ‘‘connected issuer’’ of Dundee, one of the Underwriters. See ‘‘ Plan of Distribution ’’.

Certain legal matters in connection with the Offering are being reviewed on behalf of the Company by Lawson Lundell LLP and on behalf of the Underwriters by Cassels Brock & Blackwell LLP. The Company’s registered and head office is located at 30 Ledgar Road, Balcatta, Western Australia 6021, Australia.

Perseus is incorporated under the laws of a foreign jurisdiction and the directors providing the certificate forming part of this Prospectus reside outside Canada. Although Perseus and such directors have appointed Lawson Lundell LLP, Suite 1600, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada as their agent for service of process in Canada, it may not be possible for investors to enforce judgments obtained in Canadian courts against the Company or the directors described above.

	Page			Page
DOCUMENTS INCORPORATED BY		USE OF PROCEEDS . . . . . . . . . . . . . . .	. . . .	12
REFERENCE . . . . . . . . . . . . . . . . . . . . . . .	1	DIVIDEND RECORD AND POLICY . . . .	. . . .	14
STATEMENT REGARDING FORWARD- LOOKING INFORMATION . . . . . . . . . . . . .	1	DESCRIPTION OF SECURITIES BEING DISTRIBUTED . . . . . . . . . . . . . . . . . .	. . . .	14
FINANCIAL INFORMATION AND		CONSOLIDATED CAPITALIZATION . . .	. . . .	15
ACCOUNTING PRINCIPLES . . . . . . . . . . . .	2
		PRICE RANGE AND TRADING VOLUME . . .		15
CURRENCY PRESENTATION AND
EXCHANGE RATE INFORMATION . . . . . .	3	PRIOR SALES . . . . . . . . . . . . . . . . . . . .	. . . .	16
ELIGIBILITY FOR INVESTMENT . . . . . . . . .	3	PLAN OF DISTRIBUTION . . . . . . . . . . .	. . . .	17
THE COMPANY . . . . . . . . . . . . . . . . . . . . . .	4	RISK FACTORS . . . . . . . . . . . . . . . . . . .	. . . .	19
RECENT DEVELOPMENTS . . . . . . . . . . . . . .	5	Price of Gold . . . . . . . . . . . . . . . . . . . .	. . . .	19
Central Ashanti Gold Project . . . . . . . . . . . . .	5	Development of the Central Ashanti Gold Project Requires Environmental Permit	. . . .	19
Credit Facility . . . . . . . . . . . . . . . . . . . . . . .	6	Potential Changes to the Fiscal Regime in
Increase in Royalty Rate . . . . . . . . . . . . . . . .	7	Ghana . . . . . . . . . . . . . . . . . . . . . . .	. . . .	20
The Tengrela Gold Project . . . . . . . . . . . . . . .	7	Additional Funding may be Required . . .	. . . .	20
Burey Gold Limited . . . . . . . . . . . . . . . . . . .	8	Capital Cost Increases . . . . . . . . . . . . . .	. . . .	21
Appointment of New Chief Financial Officer . .	8	Political Stability in West Africa . . . . . . .	. . . .	21
CERTAIN CANADIAN FEDERAL INCOME		Interest Rate Risk . . . . . . . . . . . . . . . .	. . . .	22
TAX CONSIDERATIONS . . . . . . . . . . . . . . .	8	Mandatory Relinquishment of Tenement Area .		22
Dividends on Offered Shares . . . . . . . . . . . . .	9	Discretion in the Use of Net Proceeds from the
Dispositions of Offered Shares . . . . . . . . . . . .	9	Offering . . . . . . . . . . . . . . . . . . . . . .	. . . .	22
		Dilution . . . . . . . . . . . . . . . . . . . . . . .	. . . .	22
Tax Treatment of Capital Gains and Capital
Losses . . . . . . . . . . . . . . . . . . . . . . . . . . .	9	Stock Exchange Prices . . . . . . . . . . . . . .	. . . .	22
Foreign Investment Entity and Offshore Investment Fund Property Rules . . . . . . . . .	10	Effecting Service of Process and Enforcement of Judgments . . . . . . . . . . . . . . . . . . . . . .		23
Foreign Property Information Reporting . . . . .	10	EXPERTS . . . . . . . . . . . . . . . . . . . . . . .	. . . .	23
CERTAIN AUSTRALIAN INCOME TAX		AUDITORS, TRANSFER AGENT AND
CONSIDERATIONS . . . . . . . . . . . . . . . . . . .	10	REGISTRAR . . . . . . . . . . . . . . . . . . . .	. . . .	23
Taxation of Holders of Offered Shares Resident in Canada . . . . . . . . . . . . . . . . . . . . . . . .	11	PURCHASERS’ STATUTORY RIGHTS OF RESCISSION . . . . . . . . . . . . . . . . . . . .	. . . .	23
Taxation of Holders of Offered Shares Resident		CERTIFICATE OF THE COMPANY . . . .	. . . .	C-1
in Australia . . . . . . . . . . . . . . . . . . . . . . .	11	CERTIFICATE OF THE UNDERWRITERS . . .		C-2

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Company Secretary of Perseus at 30 Ledgar Road, Balcatta, Western Australia, 6021, +61 8 9240 6344, and are also available electronically under the Company’s profile at www.sedar.com.

The following documents of the Company, filed with the securities commissions or similar authorities in all of the Provinces of Canada, except Qu´ebec, are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) the final long form prospectus of the Company dated January 28, 2010, relating to the initial public offering of 23,400,000 Ordinary Shares issuable upon conversion of 23,400,000 subscription receipts, except for the sections therein entitled ‘‘Eligibility for Investment’’, ‘‘Certain Canadian Federal Income Tax Considerations’’, ‘‘Certain Australian Income Tax Considerations’’, ‘‘Use of Proceeds’’, ‘‘Description of Securities Being Distributed’’, ‘‘Consolidated Capitalization’’, ‘‘Plan of Distribution’’, ‘‘Certificate of the Company’’ and ‘‘Certificate of the Agents’’ ( the ‘‘ Prior Prospectus ’’);
(b) the revised unaudited interim consolidated financial statements of the Company as at and for the three month period ended December 31, 2009, together with the notes thereto;
(c) the revised management’s discussion and analysis of financial condition and results of operations for the three months ended December 31, 2009; and
(d) the material change report of the Company dated April 14, 2010 in respect of the Offering.

A reference herein to this Prospectus also means any and all documents incorporated by reference in this Prospectus. Any document of the type referred to above, including audited annual consolidated financial statements, unaudited interim consolidated financial statements and the related management’s discussion and analysis, material change reports (excluding confidential material change reports), any business acquisition reports, the content of any news release disclosing financial information for a period more recent than the period for which financial information is deemed incorporated by reference in this Prospectus and certain other disclosure documents as set forth in Item 11.1 of Form 44-101F1 of National Instrument 44-101 of the Canadian Securities Administrators filed by the Company with the securities commissions or similar regulatory authorities in Canada after the date of this Prospectus and prior to the completion of the Offering shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference contain ‘‘forward-looking information’’ within the meaning of applicable Canadian securities legislation. Forward-looking information may include, but is not limited to, information with respect to the future financial and operating performance of Perseus, its affiliates and subsidiaries, the estimation of mineral reserves and mineral resources, realization of mineral reserve and resource estimates, costs and timing of development of the Central Ashanti Gold Project (formerly known as the Ayanfuri Gold Project and sometimes still referred to by that name), timing and receipt of required approvals, consents and permits (including, without limitation, the environmental permit required for

the development of the Central Ashanti Gold Project) under applicable legislation, availability of the Facilities (as defined below), costs and timing of future exploration, results of future exploration and drilling and the adequacy of financial resources. Wherever possible, words such as ‘‘plans’’, ‘‘expects’’ or ‘‘does not expect’’, ‘‘budget’’, ‘‘scheduled’’, ‘‘estimates’’, ‘‘forecasts’’, ‘‘anticipate’’ or ‘‘does not anticipate’’, ‘‘believe’’, ‘‘intend’’ and similar expressions or statements that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘might’’ or ‘‘will’’ be taken, occur or be achieved, have been used to identify forward-looking information.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking information, including, among others: (i) risks associated with the price of gold; (ii) the risk that all required permits and approvals (including, without limitation, the environmental permit required for development of the Central Ashanti Gold Project) will not be obtained, as and when required, or at all; (iii) the risk of adverse changes in the fiscal regime in Ghana; (iv) risks associated with the availability of additional financing, as and when required; (v) the risk that the capital cost of the Central Ashanti Gold Project will be greater than currently estimated; (vi) the risk of unrest and political instability in West Africa; (vii) interest rate risk; (viii) risks associated with the mandatory relinquishment of tenement areas; (ix) the risk that the unallocated proceeds of the Offering if any, are not applied effectively; (x) risks associated with dilution; (xi) risks associated with stock exchange prices; and (xii) risks associated with effecting service of process and enforcing judgments.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable. Assumptions have been made regarding, among other things: the accuracy of the capital cost estimate for the Central Ashanti Gold Project, the availability and terms of the Facilities, the receipt of all required permits and approvals, including an environmental permit for development of the Central Ashanti Gold Project, the price of gold, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.

This Prospectus (See ‘‘ Risk Factors ’’), the Prior Prospectus and the Company’s interim management’s discussion and analysis, contain additional information on risks, uncertainties and other factors relating to the forward-looking information. Although Perseus has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Perseus does not undertake to update any forward-looking information, except in accordance with applicable securities laws. All forward-looking information disclosed in this document is qualified by this cautionary statement.

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

The interim unaudited financial statements of the Company incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’) rather than Canadian generally accepted accounting principles (as determined with reference to the Handbook of the Canadian Institute of Chartered Accountants (‘‘Canadian GAAP’’)) and may not be comparable to financial statements of Canadian issuers. Perseus has not provided, and is not required to provide, a reconciliation of its financial statements to Canadian GAAP.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

The financial statements incorporated by reference in this Prospectus are reported in Australian dollars, referenced by ‘‘A$’’. References in this Prospectus to ‘‘C$’’ are to Canadian dollars. References in this Prospectus to ‘‘US$’’ are to United States dollars.

The following tables reflects the high, low, average and close rates of exchange in Canadian dollars for one Australian dollar and one United States dollar during the periods noted, based on the Bank of Canada noon spot rate of exchange.

Canadian dollar per Australian dollar Three Months Ended December 31 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canadian dollar per United States dollar Three Months Ended December 31 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	High 0.9822 0.8550 High 1.0845 1.2969	Low 0.9228 0.7524 Low 1.0292 1.0609	Average 0.9606 0.8138 Average 1.0563 1.2125	Close
				0.9395 0.8550 Close
				1.0466 1.2246

On April 26, 2010, the Bank of Canada noon spot exchange rate for the purchase of one Australian dollar using Canadian dollars was C$0.9279 (C$1.00 = A$1.0777). On April 26, 2010, the Bank of Canada noon spot exchange rate for the purchase of one United States dollar using Canadian dollars was C$1.0009 (C$1.00 = US$0.9991).

ELIGIBILITY FOR INVESTMENT

In the opinion of Lawson Lundell LLP, counsel to the Company, and Cassels Brock & Blackwell LLP, counsel to the Underwriters, based on the provisions of the Income Tax Act (Canada) (the ‘‘ Tax Act ’’) and the regulations thereunder, the Offered Shares, if issued on the date hereof, would be qualified investments for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans and tax-free savings accounts (a ‘‘ TFSA ’’), provided the Offered Shares are listed on a ‘‘designated stock exchange’’ as defined in the Tax Act (which currently includes the TSX, the ASX and the Frankfurt Stock Exchange).

The Offered Shares will not be a ‘‘prohibited investment’’ for a trust governed by a TFSA provided the holder of the TFSA deals at arm’s length with the Company for purposes of the Tax Act and does not have a ‘‘significant interest’’ (within the meaning of the Tax Act) in the Company or in any corporation, partnership or trust with which the Company does not deal at arm’s length for purposes of the Tax Act. Holders of trusts governed by a TFSA should consult their own tax advisors to ensure the Offered Shares would not be a prohibited investment in their particular circumstances.

THE COMPANY

Perseus Mining Limited was incorporated under the Corporations Act 2001 (Cth) (Australia) (the ‘‘ Corporations Act ’’) on October 24, 2003. Perseus has been listed on the ASX since September 22, 2004 and has been listed on the TSX since February 3, 2010. Perseus’s registered and head office is located at 30 Ledgar Road, Balcatta, Western Australia 6021.

Perseus is an Australian-based exploration and evaluation stage corporation with a focus on under-explored gold belts in West Africa. Perseus’s principal assets currently consist of:

a 90% interest in the Central Ashanti gold deposit (the ‘‘ Central Ashanti Gold Project ’’), a pre-development stage project, located in Ghana; and
an 80% interest in the Tengrela gold deposit (the ‘‘ Tengrela Gold Project ’’), an advanced stage exploration project, located in Cˆote d’Ivoire.

Perseus also has: (i) a 90% interest in the Grumesa Gold Project, an exploration stage project located in Ghana; and (ii) a 28% interest in Manas Resources Limited, an ASX listed company holding a portfolio of properties in Central Asia, which assets were spun out of Perseus in mid-2008. The Grumesa Gold Project is located 30 kilometres to the east of the Central Ashanti Gold Project. A pre-feasibility study completed in September 2007 indicated that the Grumesa Gold Project represents a potential satellite production opportunity to the larger mine at the Central Ashanti Gold Project.

The following indicates the corporate structure of the Company and its material subsidiaries, the percentage of voting securities held, and the jurisdiction of incorporation of each entity.

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Perseus Mining
Limited
(Australia)
100% 100% 100%
Sun Gold Kojina Occidental
Resources Ltd Resources Ltd Gold Pty Ltd
(Ghana) (Ghana) (Australia)
90% [(1)] 100% 100%
Central Ashanti Occidental Gold
Grumesa
Gold Limited (Ivory Coast)
Project
(Ghana) SARL (Ivory Coast)
90% [(1)] 80% [(2)]
Central Ashanti Tengrela
Gold Project Gold Project
14APR201014333339
----- End of picture text -----

Notes:

(1) The remaining 10% interest in the Central Ashanti Gold Project and Grumesa Gold Project is reserved for the Government of Ghana.
(2) A local joint venture partner holds a 10% interest and the remaining 10% interest is reserved for the Government of Cˆote d’Ivoire.

RECENT DEVELOPMENTS

Central Ashanti Gold Project

Construction

On or about November 2, 2009, Perseus entered into a Memorandum of Understanding (the ‘‘ MOU ’’) with DRA Mineral Projects (Pty) Ltd. and Group Five Projects (Pty) Ltd. (together, ‘‘ CAJV ’’), for construction of a gold processing facility at the Central Ashanti Gold Project.

Pursuant to the MOU, Perseus authorized CAJV to enter into binding contracts and arrangement with suppliers and sub-contractors and manufacturers to perform and make purchases of up to an aggregate of US$30 million. Between February 2010 and the date hereof, pursuant to variations and extensions to the MOU, this amount has been increased to US$53 million, of which, as of the date hereof, approximately US$20 million has been expended.

Pursuant to the MOU, the parties agreed to enter into definitive agreements in respect of each of (i) design engineering works and services; (ii) the supply of plant, structural steel, platework and construction materials; and (iii) the provision of all earth, civil and construction works, in each case for the Central Ashanti Gold Project (collectively, the ‘‘ CAGP Contracts ’’).

The CAGP Contracts are in substantially final form. It is anticipated that the CAGP Contracts, other than the CAGP Contract for earth, civil and construction works, will be executed upon settlement of the definitive form thereof. Execution of the CAGP Contract for earth, civil and construction works will be deferred pending issue of the environmental permit required for the commencement of construction activities at the Central Ashanti Gold Project. See ‘‘ Recent Developments — Central Ashanti Gold Project — Permits ’’. The CAGP Contracts will replace and supersede the MOU and it is expected that the amount authorized thereunder will be further increased, contemporaneously with the execution of the CAGP Contracts, to US$76 million.

Although construction mobilization at the project site has been delayed pending issue of the environmental
permit, overall progress has been consistent with forecasts and to date, under the MOU: (1) the size of the primary crusher and other major comminution equipment has been increased to ensure throughput capacity of 5.5 million tonnes per annum is comfortably achieved;
(2) commitments have been made for the supply of all long lead time items including the primary crusher, primary grinding mill, flotation cells, thickener and the regrind mill; and
(3) tenders have been received and are being evaluated for the subcontract of mining works and civil earthworks.

Tenders have also been issued and evaluated for the electrical feeder line to the project site, and an order has been placed for the supply of a 161 kV to 11 kV transformer, the main long lead item for the 161 kV power line and sub-station.

Permits

A draft environmental impact statement (‘‘ EIS ’’) was submitted to the Ghanaian environmental protection agency (the ‘‘ EPA ’’) in September 2009 and a public hearing was held on November 17, 2009. By letter dated January 22, 2010, the EPA provided comments on the Company’s draft EIS and a revised EIS was submitted on February 4, 2010. On April 7, 2010, the Company was issued an invoice for the environmental permit, which it has paid in full. Upon receipt of the environmental permit the Company will apply for all secondary permits not already issued and required to commence construction activities at the Central Ashanti Gold Project. The Company cannot commence development activities at the Central Ashanti Gold Project until the environmental permit has been issued. See ‘‘ Risk Factors — Development of the Central Ashanti Gold Project Requires Environmental Permit ’’.

Exploration

The exploration results in this section have been prepared by or under the supervision of Mark Calderwood, Managing Director of the Company, who is a Competent Person within the meaning of the JORC Code and a Qualified Person within the meaning of National Instrument 43-101 — Standards of Disclosure for Mineral Projects (‘‘ NI 43-101 ’’). Mr. Calderwood has reviewed the data set out below, including sampling, analytical and test data underlying the exploration results set out below. For a description of the quality assurance program and quality control measures applied please refer to the technical report entitled ‘‘Technical Report — Central Ashanti Gold Project, Ghana’’ dated November 30, 2009 prepared by Paul Payne, Principal Consultant Geologist, Runge Limited; David Price, Senior Consultant Geologist, Runge Limited; and Brad Marwood, Principal Consultant (Mining), Corporate Mining Resources Pty Ltd (the ‘‘ Central Ashanti Technical Report ’’) available under the Company’s profile at www.sedar.com.

Recent drilling at the Central Ashanti Gold Project has focused on the western deposits (including, Abnabna, AF Gap and Fobinso), which occur in a granitic dike with a dip varying from 50 to 80 degrees to the Northwest. Drilling on these deposits is directed to the Southeast, and drill hole intercepts generally have true widths of 70% to 90% of drill length, depending upon drill hole inclinations and the dip of mineralization. Significant results include the following: (i) 22 metres at 6.4 g/t Au with a true width of 15.5 metres (70% of drill length); and (ii) 75 metres at 1.6 g/t Au from 274 metres with a true width of 63 metres (84% of drill length).

Credit Facility

In November 2009, Central Ashanti Gold Limited, an indirect wholly owned subsidiary of Perseus, as borrower and Perseus and Kojina Resources Ltd., a wholly owned subsidiary of Perseus, as guarantors, entered into an engagement letter (the ‘‘ Mandate Letter ’’) with Macquarie Bank Limited and Credit Suisse (together, the ‘‘ Lenders ’’), whereby the Lenders were mandated, on an exclusive basis, to underwrite a project loan facility of up to US$85 million (the ‘‘ Facility Amount ’’ or the ‘‘ Project Loan Facility ’’) and an associated gold hedging facility (the ‘‘ Hedging Facility ’’, and together with the Project Loan Facility, the ‘‘ Facilities ’’) for the purpose of developing the Central Ashanti Gold Project and on the terms set out in an indicative letter of offer (‘‘ ILO ’’) attached to the Mandate Letter.

The Mandate Letter provided the Lenders until February 28, 2010 to deliver a committed letter of offer (the ‘‘ Committed Offer ’’) for the Facilities on terms substantially consistent with the ILO and commence the preparation of documentation therefor. The Mandate Letter expired on February 28, 2010 without delivery of a Committed Offer. However, the parties continued discussions and upon completion of their due diligence investigation of the Company, the Lenders delivered a Committed Offer to Perseus at the end of March 2010.

The Committed Offer is currently the subject of discussion as between Perseus and the Lenders, particularly the amount and terms of the Hedging Facility, which is expected to be in the order of 150,000 to 230,000 ounces of gold. The aggregate principal amount of the Project Loan Facility may be reduced in the discretion of the Company. The Company will consider all relevant factors prior to exercising such discretion, including the effect any such reduction would have on the terms and size of the Hedging Facility. Perseus’s objective is to limit the amount of the Hedging Facility to approximately 10% of the total 2.1 million oz/Au of the proven and probable reserves estimated for the Central Ashanti Gold Project. In addition, the Company is continuing infill drilling with the objective of increasing the proven and probable reserves at the Central Ashanti Gold Project. Any such increase in proven and probable reserves will effectively decrease the relative proportion of the Hedging Facility.

There can be no assurance that the Company will be successful in increasing the estimated proven and probable reserves at the Central Ashanti Gold Project, thereby decreasing the relative proportion of the Company’s mineral reserves subject to the Hedging Facility. There also can be no assurance that the Committed Offer, in the form ultimately accepted by Perseus, will contain terms that are, in all material respects or at all, similar to those contained in the ILO and the Mandate Letter presented in November 2009 or that the final terms of the Facilities will not be more onerous than those contained in the ILO, the Mandate Letter or the Committed Offer.

Increase in Royalty Rate

On November 18, 2009, the Minister of Finance and Economic Planning tabled a bill entitled Minerals and Mining (Amendment) Act, 2009 (the ‘‘ Bill ’’), proposing a flat mineral royalty of 6% of mining revenues. The mining leases comprising the Central Ashanti Gold Project were at that time subject to a royalty of between 3% and 6%, depending on the operating margin, resulting, in effect, in a royalty of 3%. The Company understands that the Bill was revised and has now been enacted, imposing a flat mineral royalty of 5%. The previously completed economic analysis of the Central Ashanti Gold Project, contained in the Central Ashanti Technical Report, assumed a royalty of 3% (the then prevailing rate). However, the Company does not expect the increase in the royalty to 5% to have a material adverse effect on the economics of the Central Ashanti Gold Project.

The Tengrela Gold Project

Definitive Feasibility Study

The Company completed a pre-feasibility study for the Tengrela Gold Project in February 2009, and based on the results thereof and the results of subsequent exploration activities, commenced a definitive feasibility study (a ‘‘ DFS ’’) thereon in the first quarter of 2010. In the first quarter of 2010, the Company made various professional appointments in relation to the preparation of the DFS and work on the DFS has commenced, including site visits. The DFS is expected to be completed in the fourth calendar quarter of 2010.

Exploration

The exploration results in this section have been prepared by or under the supervision of Mark Calderwood, Managing Director of the Company, who is a Competent Person within the meaning of the JORC Code and a Qualified Person within the meaning of NI 43-101. Mr. Calderwood has reviewed the data set out below, including sampling, analytical and test data underlying the exploration results set out below. For a description of the quality assurance program and quality control measures applied please refer to the technical report entitled ‘‘Technical Report — Tengrela Gold Project, Ivory Coast’’ dated November 30, 2009 by David Price, Senior Consultant Geologist, Runge Limited (the ‘‘ Tengrela Technical Report ’’), available under the Company’s profile on www.sedar.com.

Recent exploration activity at the Tengrela Gold Project has focused on infill drilling on the Sissingue deposit. Significant results include the following:

8 metres at 65.7g/t Au from 50 metres, including 2 metres at 252g/t Au from 54 metres with a true width of approximately 8.0 metres and 2.0 metres, respectively (as mineralization is interpreted as being at right angles to the drill holes);
18 metres at 7.5g/t Au from 8 metres, including 6 metres at 18.3g/t Au from 18 metres followed by 6 metres at 429g/t Au from 34 metres, including 2 metres at 1,277g/t Au from 34 metres, the 18 metre, 6 metre and 6 metre drill holes have true widths of approximately 18 metres, 6 metres and 6 metres, respectively (as mineralization is interpreted as being at right angles to the drill holes);
6 metres at 476g/t Au from 56 metres including 2 metres at 1,421g/t Au from 56 metres and 30 metres at 1.6g/t from 68 metres, with true widths of approximately 5.9 metres, 2.0 metres and 29.5 metres, respectively;
22 metres at 72.1g/t Au from 66 metres including 4 metres at 389g/t Au from 78 metres, with true widths of approximately 12.7 metres and 2.3 metres, respectively; and
14 metres at 6.5g/t Au from 80 metres to the end of hole including 2 metres at 40.0g/t Au at the end of the hole, with true widths of approximately 7.6 metres and 1.1 metres, respectively.

Recent significant drill intercepts on the Sissingue deposit of the Tengrela Gold Project typically have true widths of 60% to 90% of drill length. Locally, core length may equate to actual true width, depending upon the variable dip of the mineralization. However, unlike at the Central Ashanti Gold Project where mineralization is largely bounded by and parallel to the host granites, at the Tengrela Gold Project mineralization is structurally more complex, such that true thickness may occasionally be better measured as a range. Most recent drilling results at Sissingue have been drilled to the West and mineralization generally dips to the East, so true thickness is usually significantly greater than 60% of drill length.

Burey Gold Limited

On March 2, 2010, the Company entered into an agreement to purchase a total of 34.8 million ordinary shares of Burey Gold Limited (‘‘ Burey ’’) with an equal number of free attaching options (representing, upon completion, 19.9% of the then outstanding shares of Burey) at an issue price of A$0.04 per share for a total purchase price of A$1,392,000, to be completed in two tranches. Each free attaching option is exercisable at a price of A$0.05 per share, expires on June 30, 2011, and upon exercise thereof entitles Perseus to one additional new option exercisable at a price of A$0.08 per share, expiring December 31, 2012.

On March 5, 2010, Perseus completed the first tranche of the transaction and purchased 10,467,500 ordinary shares of Burey with 10,467,500 attaching options at a total cost of A$418,700. Subject to Burey receiving shareholder approval, the Company will subscribe for a further 24,332,500 ordinary shares of Burey with 24,332,500 attaching options at a total cost of A$973,300 and enter into a strategic alliance with Burey for the identification and exploration of prospective mineral properties in the Republic of Guinea.

Burey has several projects with gold, uranium and copper mineralization in Guinea, West Africa.

Appointment of New Chief Financial Officer

Perseus has appointed Mr. Jeffrey Quartermaine as Chief Financial Officer. Mr. Quartermaine’s employment with Perseus will begin in May 2010. Mr. Quartermaine commenced his career as a civil engineer, ultimately transitioning to financial and corporate management. Mr. Quartermaine has held senior finance roles with a number of publicly listed resource issuers, including Lafayette Mining Limited, Orogen Minerals Limited, Niugini Mining Limited, Elders Resources NZFP Limited and, most recently, Tri Origin Minerals Limited where he was Chief Financial Officer, an Executive Director and Company Secretary. Mr. Quartermaine has extensive strategic business management experience involving complex commercial transactions in various jurisdictions including, Australia, Philippines, Papua New Guinea, New Zealand, the United States, Chile, the United Kingdom, Japan, Thailand and Malaysia.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Lawson Lundell LLP, counsel to the Company, and Cassels Brock & Blackwell LLP, counsel to the Underwriters, the following is a summary of the principal Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of the Offered Shares by investors who acquire Offered Shares as beneficial owners (‘‘ Holders ’’) pursuant to the Offering. This summary is applicable to a Holder who, for purposes of the Tax Act and at all relevant times, is resident or deemed to be resident in Canada, holds the Offered Shares as capital property and deals at arm’s length with, and is not affiliated with the Company. The Offered Shares will generally be considered capital property to a Holder unless either the Holder holds such Offered Shares in the course of carrying on a business of buying and selling securities or the Holder has acquired the Offered Shares in a transaction or transaction considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a ‘‘financial institution’’ (as defined in the Tax Act for purposes of the mark-to-market rules); (ii) an interest in which would be a ‘‘tax shelter investment’’ (as defined in the Tax Act); (iii) that is a ‘‘specified financial institution’’ (as defined in the Tax Act); (iv) in relation to which the Company is a ‘‘foreign affiliate’’ (as defined in the Tax Act); or (v) that has made a functional currency reporting election for the purposes of the Tax Act. Any such Holder should consult its own tax advisor with respect to an investment in the Offered Shares.

This summary is based upon the provisions of the Tax Act and the regulations thereto (the ‘‘ Regulations ’’) in force as of the date hereof, all specific proposals to amend the Tax Act and the Regulations that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the ‘‘ Proposed Amendments ’’), and counsel’s understanding of the current published administrative and assessing practices of the Canada Revenue Agency (the ‘‘ CRA ’’). This summary assumes the Proposed Amendments will be enacted in the form proposed, however, no assurance can be given that the Proposed Amendments will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account any changes in the law,

whether by legislative, government or judicial action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significant from those discussed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in the Offered Shares. The income tax and other tax consequences of acquiring, holding and disposing of Offered Shares will vary according to the status of the Holder, the province or provinces in which the Holder resides or carries on business and, generally, the Holder’s own particular circumstances. Accordingly, the following description of income tax matters is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Consequently, prospective purchasers of Offered Shares should consult their own tax advisors with respect to the income tax consequences of investing in Offered Shares, based on the Holder’s particular circumstances.

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Offered Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. Amounts denominated in a foreign currency must be converted into Canadian dollars based on the exchange rates determined in accordance with the Tax Act.

Dividends on Offered Shares

The full amount of dividends received or deemed to be received by a Holder on the Offered Shares, including amounts deducted for foreign withholding tax, if any, will be included in computing the Holder’s income. For an individual (including a trust) the gross-up and dividend tax credit rules in the Tax Act will not apply to such dividends. A Holder that is a corporation will not be entitled to deduct the amount of such dividends in computing its taxable income. A Holder that is a ‘‘Canadian-controlled private corporation’’ (as defined in the Tax Act) may be liable to pay an additional refundable tax of 6[2] ⁄3% in respect of its ‘‘aggregate investment income’’ for the year, which will include such dividends. Australian tax, if any, payable by a Holder in respect of dividends received on the Offered Shares may be eligible for a foreign tax credit or deduction under the Tax Act to the extent and under the circumstances described in the Tax Act. Prospective Holders should consult their own tax advisors with respect to the availability of a foreign tax credit or deduction, having regard to their own particular circumstances.

Dispositions of Offered Shares

In general, a disposition or a deemed disposition of an Offered Share will give rise to a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Offered Share, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Holder of the Offered Share immediately before the disposition.

Tax Treatment of Capital Gains and Capital Losses

Generally, a Holder is required to include in computing its income for a taxation year, one-half of the amount of any capital gain (‘‘ taxable capital gain ’’) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Holder is required to deduct one-half of the amount of any capital loss (an ‘‘ allowable capital loss ’’) realized in a taxation year from taxable capital gains realized by the Holder in the year and allowable capital losses in excess of taxable capital gains can be carried back and be deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against taxable capital gains in such years. Capital gains realized by an individual will be relevant in computing possible liability for the alternative minimum tax. Australian tax, if any, levied on any gain realized on the disposition of Offered Shares may be eligible for a foreign tax credit or deduction under the Tax Act to the extent and under the circumstances described in the Tax Act. Prospective Holders should consult their own tax advisors with respect to the availability of a foreign tax credit or deduction, having regard to their own particular circumstances.

A Holder that is, throughout the relevant taxation year, a ‘‘Canadian-controlled private corporation’’ (as defined in the Tax Act) may be liable to pay, in addition to the tax otherwise payable under the Tax Act, a refundable tax of 6[2] ⁄3% of its ‘‘aggregate investment income’’ for the year (which is defined in the Tax Act to include taxable capital gains).

Foreign Investment Entity and Offshore Investment Fund Property Rules

Former Bill C-10 contained proposed amendments to the Tax Act that would have introduced new rules regarding the taxation of certain interests in non-resident entities that constitute ‘‘foreign investment entities’’ and repealed certain existing tax rules with respect to ‘‘offshore investment fund property’’ (as defined in the Tax Act). However, Bill C-10 was not passed into law. As part of the March 4, 2010 Federal Budget (the ‘‘ 2010 Federal Budget ’’), the Minister of Finance (Canada) announced that, rather than implement the previously proposed rules regarding foreign investment entities, it would retain existing tax rules with respect to ‘‘offshore investment fund property’’, with certain limited enhancements. Based on counsel’s understanding of the facts, including certain representations made to counsel by the Company, currently an Offered Share should not be an offshore investment fund property. Provided an Offered Share is not an offshore investment fund property at any relevant time in the future, an investment by a Holder in the Offered Shares will not be subject to the provisions in the Tax Act relating to investments in offshore investment fund property.

Even if an Offered Share was an offshore investment fund property, the existing offshore investment fund property rules would not apply to a particular Holder provided that none of the main reasons for the Holder acquiring an Offered Share was to derive a benefit from portfolio interests in assets in such a way that the income, profits and gains from such assets would be significantly less than the tax under Part I of the Tax Act that would have been payable by the Holder if the Holder had acquired the assets directly. Holders should consult their own advisors with respect to whether they satisfy this test.

Foreign Property Information Reporting

A Holder of Offered Shares who is a ‘‘specified Canadian entity’’ for a taxation year or a fiscal period and whose total cost amount of ‘‘specified foreign property’’, including such Offered Shares, at any time in the taxation year or fiscal period exceeds C$100,000 will be required to file an information return for the year or fiscal period disclosing prescribed information, including the cost amount and any income in the taxation year, in respect of such property. Subject to certain exceptions, a taxpayer resident in Canada in the taxation year will be a ‘‘specified Canadian entity’’. In the 2010 Federal Budget the Canadian Minister of Finance proposed that the existing reporting requirements with respect to ‘‘specified foreign property’’ be expanded so that more detailed information be available for audit use. Revised legislation reflecting such proposal has not yet been released. The reporting rules in the Tax Act are complex and this summary does not purport to explain all circumstances in which reporting may be required by a Holder. Accordingly, Holders should consult their own tax advisors regarding compliance with these rules.

CERTAIN AUSTRALIAN INCOME TAX CONSIDERATIONS

In the opinion of Clayton Utz LLP, Australian counsel to the Company, the following summary, as of the date of this Prospectus, is a summary of the principal Australian federal income tax considerations generally applicable under Australian tax laws and practices (‘‘ Australian Tax Laws ’’) to a holder of Offered Shares who acquires Offered Shares pursuant to the Offering and who, for purposes of the Australian Tax Laws and at all relevant times, holds the Offered Shares on capital account and who deals at arm’s length with, and is not affiliated with, either the Company or the Underwriters. This summary does not address issues for holders who hold Offered Shares on revenue account and these holders should consult their own tax advisors with respect to their particular circumstances.

This summary is based upon counsel’s understanding of the Australian Tax Laws in force as of the date of this Prospectus. Any changes in the laws or interpretation of tax laws subsequent to the date of this Prospectus may alter the information below.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holder of Offered Shares, and no representations with respect to the income tax consequences to any prospective holder are made. Consequently, prospective holders of Offered Shares should consult their own tax advisors with respect to their particular circumstances.

Taxation of Holders of Offered Shares Resident in Canada

This portion of the summary applies to holders of Offered Shares who, for purposes of the Australian Tax Laws and at all relevant times are, and are deemed to be, resident in Canada and are not ‘‘dual residents’’ of Canada and Australia and will not hold their Offered Shares through Australian business operations.

Withholding Tax

Fully franked dividends paid by a company resident in Australia to non-resident shareholders are generally not subject to withholding tax. Unfranked dividends paid to non-resident shareholders will generally be subject to withholding tax at a rate of 30% on the unfranked component of the dividend paid. The withholding tax rate is generally reduced to 15% (lower for certain countries) where there is an applicable double tax treaty. The provisions of the Australia — Canada Income Tax Convention (1980) (the ‘‘ Australian/Canadian Double Tax Agreement ’’) provides that the rate of dividend withholding tax for non-residents who have a non-portfolio interest in a company resident in Australia, (being at least a 10% interest in the company), is 5%. For non-residents who hold less than a 10% interest in the company (portfolio investments), the rate of dividend withholding tax is 15%.

Where a withholding tax applies the Company will be required to deduct the appropriate amount of withholding tax prior to making the dividend payment.

The Australian income tax system does contain one important exemption from the withholding tax system for unfranked dividends that are declared to be conduit foreign income (‘‘ CFI ’’). In broad terms, CFI is foreign income not otherwise taxable in Australia and under the CFI measures, an Australian company may pay this income to foreign shareholders free of Australian withholding tax.

Dispositions of Offered Shares

The provisions of the Australian Tax Law are consistent with the provisions of the Australian/Canadian Double Tax Agreement regarding the disposal of securities by Canadian residents. This means that, if satisfied, the provisions of the Australian Tax Law will apply to tax gains on the disposal of shares by Canadian residents.

The Australian Tax Laws provide that if 50% or more of the Company’s assets are attributable to real property located in Australia, Canadian holders of Offered Shares who hold at least 10% direct or indirect interest in the Company may be subject to Australian capital gains tax upon disposal of shares in the Company.

Non-Australian resident shareholders are advised to seek specific advice in respect of their particular circumstances with respect to Australian capital gains tax on the disposal of Offered Shares.

Taxation of Holders of Offered Shares Resident in Australia

This portion of the summary applies to holders of Offered Shares who, for the purpose of Australian Tax Laws and at all relevant times, are, and are deemed to be, resident in Australia.

Dividends on Offered Shares

Broadly, dividends paid on the Offered Shares may be ‘‘franked’’ or ‘‘unfranked’’. Franked dividends have franking credits attached. These credits represent underlying Australian corporate tax that has been paid on the profits distributed. To the extent a dividend is ‘‘unfranked’’ no franking credits are attached.

Australian resident shareholders will include dividends together with any attached franking credits in their assessable income. A tax offset will be allowed equal to the amount of franking credits attached to the dividend.

Generally, to be eligible for the franking credit and tax offset, the shareholder must have held the shares at risk for 45 days (not counting the day of acquisition or disposal). However, this rule should not apply to an individual whose tax offset entitlement does not exceed A$5,000 in respect of all dividends received during the income year in which the dividend is paid.

Individual shareholders and complying superannuation funds may receive a tax refund if the franking credits attached to the dividend exceed their tax liability for the income year.

Where the shareholder is a corporate entity, the shareholder will not be entitled to a refund for any franking credits that exceed their tax liability for the income year but may be entitled to a tax loss in respect of the excess franking credits and this loss can be carried forward to be offset against taxable income in a later year. The receipt of a franked dividend will also generally give rise to a credit in the corporate entity’s franking account to the extent the dividend is franked, except excess credits which have been converted to losses.

Dispositions of Offered Shares

Australian resident shareholders who hold Offered Shares on capital account will be taxed under the Australian capital gains tax provisions.

An Australian resident shareholder will derive a capital gain where the proceeds received on disposition exceed the cost base of the Offered Shares disposed of. Any net capital gain (after recoupment of capital losses) is included in the shareholder’s assessable income.

Similarly, a shareholder will incur a capital loss on the disposition of an Offered Share where the disposal proceeds are less than the reduced cost base of the Offered Share for capital gains tax purposes. Capital losses can only be used to offset current year capital gains or carried forward to offset future capital gains.

A capital gains tax discount may apply to reduce the amount of net capital gains that might otherwise be included in a shareholder’s assessable income.

For shareholders that are individuals and trustees (other than trustees of complying superannuation funds) a 50% capital gains tax discount is available if the shares are held for at least 12 months. This concession will result in only 50% of the capital gain (after recoupment of capital losses) being assessable, though the position may be affected by the rights and tax status of a trust’s beneficiaries.

For complying superannuation funds a 33[1] ⁄3% capital gains tax discount is available if the Offered Shares are held for at least 12 months. This concession will result in only 66[2] ⁄3% of the capital gain (after recoupment of capital losses) being assessable.

USE OF PROCEEDS

The Central Ashanti Technical Report estimated the capital cost of developing a processing facility at the Central Ashanti Gold Project to be US$147.9 million. Since the date of the Central Ashanti Technical Report however, the Company has increased the capital cost estimate of the Central Ashanti Gold Project from US$147.9 to US$160 million, reflecting an increase in the contingency for cost overruns and a decision to increase the scale of certain equipment. To date, the Company has expended approximately US$20 million under the MOU and CAGP Contracts and approximately US$7 million by way of owner’s costs, including crop compensation and equipment deposits, leaving a balance of approximately US$133 million.

As previously stated, the Company has commenced a DFS on development of the Tengrela Gold Project at an estimated cost of US$5 million (C$5,004,500). The Company has recently completed the drilling required for the purposes of completing the DFS on the Tengrela Gold Project, however, based on the positive results of that drill program, the Company proposes to continue to expand its exploration program at the Tengrela Gold Project. The cost of that exploration program is currently estimated at US$10.5 million (C$10,509,450).

As of the date hereof, the Company has approximately A$72.5 million (C$67,272,750) in cash and cash equivalents.

The net proceeds of the Offering to be received by the Company will be approximately C$75 million (after deducting the Underwriters’ Fee of C$3,960,000 and expenses of the Offering estimated to be C$240,000). If the Over-Allotment Option is exercised in full, the net proceeds to be received by the Company from the Offering will be approximately C$86,286,000 (after deducting the Underwriters’ Fee of C$4,554,000 and expenses of the Offering estimated to be C$240,000).

As also previously stated, the Company is negotiating the terms of a Project Loan Facility in an aggregate amount of up to US$85 million. The Company may ultimately reduce the aggregate amount of the Project Loan Facility to approximately US$55 million. In any event, it will be a term of the Project Loan Facility that the proceeds thereof be applied against the capital costs of the Central Ashanti Gold Project.

Subject to the receipt of shareholder and regulatory approval, the Company intends to complete a private placement (the ‘‘ Private Placement ’’) of up to 15 million Ordinary Shares at a price of A$1.94, being the Australian dollar equivalent of the Offering Price (calculated as of April 8, 2010), for gross proceeds to the Company of approximately A$29,100,000 (C$27,001,890). The Private Placement will be conducted outside of Canada, principally in Australia, without preparation of a prospectus or registration statement and in accordance with section 708 of the Corporations Act. A fee of up to A$1,455,000 (representing 5% of the gross proceeds of the Private Placement) will be paid to certain Australian financial services licencees for services rendered in connection with the Private Placement, resulting in net proceeds of up to A$27,645,000 (C$25,651,796).

Subject to the receipt of regulatory approval, the Company also proposes to undertake a share purchase plan (the ‘‘ Share Purchase Plan ’’) pursuant to which the Company will offer a maximum of seven million Ordinary Shares for subscription by shareholders of the Company in Australia and New Zealand, at a price of A$1.94 per Ordinary Share, for gross proceeds to the Company of up to A$13,580,000 (C$12,600,882). Each eligible shareholder can subscribe for a maximum of A$15,000 worth of Ordinary Shares under the Share Purchase Plan, subject to a pro rata reduction in the event of over-subscription.

The Offering (including exercise of the Over-Allotment Option), the Private Placement and the Share Purchase Plan are collectively referred to below as the ‘‘ Financing Transactions ’’.

Upon completion of the Financing Transactions, the Company will have on hand: (i) a maximum of C$191.9 million, consisting of the net proceeds of the Offering (C$75 million), the net proceeds of the Over-Allotment Option (C$11.3 million), cash on hand (A$72.5 million or C$67.3 million), the net proceeds of the Private Placement (C$25.7 million) and the proceeds of Share Purchase Plan (C$12.6 million); and (ii) a minimum of C$142.3 million consisting of the net proceeds of the Offering (C$75 million) and cash on hand (A$72.5 million or C$67.3 million).

Assuming completion of each of the Financing Transactions in full and drawdown of US$55 million from the Project Loan Facility, the Company intends to use the net proceeds thereof as follows:

Sources of Funds Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Proceeds of the Financing Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Uses of Funds Balance of the capital cost of the Central Ashanti Gold Project(1) . . . . . . . . . . . . Environmental bonds(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration at the Tengrela Gold Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DFS on the Tengrela Gold Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance to complete purchase of Burey Shares . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of gold put options(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ghana regional exploration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Feasibility study at the Grumesa Gold Project . . . . . . . . . . . . . . . . . . . . . . . . . Fees associated with the Facilities(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest to accrue in the pre-production period . . . . . . . . . . . . . . . . . . . . . . . . . Project Facility Reserve Accounts(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Working capital and administrative/corporate overhead . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Amount	Amount
	(C$) C$67.3 million C$124.6 million C$191.9 million C$78.2 million C$12.0 million C$10.5 million C$5.0 million C$0.90 million C$2.0 million C$15 million C$0.50 million C$3.2 million C$2.0 million C$20.1 million C$42.5 million C$191.9 million	(US$) US$78 million US$12 million US$10.5 million US$5.0 million US$2 million US$15 million US$0.5 million US$3.2 million US$2.0 million US$20.1 million

Notes:

(1) Calculated as US$133 million less US$55 million from the Project Loan Facility.

(2) It is anticipated that it will be a term of the environmental permit to be issued in respect of the Central Ashanti Gold Project that the Company post bonds in the aggregate amount of US$14 million, approximately US$2 million of which has previously been provided. (3) The Board previously approved the purchase of US$2 million of gold put options.

(4) Includes legal costs, stand by fees, stamp duty and other costs associated with the Facilities.
(5) Consisting of an initial proceeds account (US$7.5 million), operating loss reserve account (US$7.6 million) and a debt service reserve account (US$5.0 million), in each case, as will be required by the Lenders as a term of the Project Loan Facility.

In the event and to the extent the Financing Transactions are not completed, resulting in total cash on hand of less than the C$191.9 million allocated in the table above, the Company would consider: (i) raising additional equity; (ii) increasing the amount drawn under the Project Loan Facility to a maximum of US$85 million (instead of the US$55 million assumed in the table above); (iii) reducing, to some extent, its proposed working capital; or (iv) some combination of the foregoing. Pending receipt of such additional funds, the Company would consider reducing, one or more of, the scope of planned new exploration, the purchase of gold put options and its working capital reserve.

The Company has no revenue from operations. For the financial year ended June 30, 2009, the Company recorded a net loss of A$4.7 million. The Company also recorded a net loss of A$2.6 million for the six months ended December 31, 2009.

The amount allocated above to working capital and administrative/corporate overhead reflects the increasing size and scope of the Company’s activities as it transitions from an exploration company to a development company. Specifically, the Company anticipates, among other things, changes to its infrastructure (including information technology), additions to its complement of senior personnel, an increase in personnel generally and increases in its corporate compliance and legal costs. In addition, the Company believes that it is crucial that it maintain maximum flexibility by having immediately available funds for, among other things, strategic investments and acquisitions, the prepayment of the Project Loan Facility and the purchase of long lead-time items for the Tengrela Gold Project, assuming positive results of the DFS thereon and a decision being made to proceed with development thereof. See ‘‘ Risk Factors — Discretion in the Use of the Net Proceeds of the Offering ’’.

While Perseus intends to spend the net proceeds of the Offering (including the Over-Allotment Option if exercised), the Private Placement and the Share Purchase Plan as stated above, there may be circumstances where, for sound business reasons, a re-allocation of funds may be necessary or advisable. See ‘‘ Risk Factors — Discretion in the Use of the Net Proceeds of the Offering ’’.

Perseus intends to hold the net proceeds from the Offering, the Private Placement and the Share Purchase Plan in term deposits at major Australian and international banks pending their expenditure. Perseus may from time to time invest excess cash balances in short term commercial paper or similar securities.

DIVIDEND RECORD AND POLICY

Perseus has not, since the date of incorporation, declared or paid any dividends on its Ordinary Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, Perseus anticipates that it will retain future earnings and other cash resources for the operation and development of its business. The payment of dividends in the future will depend on the earnings, if any, and the financial condition of the Company and such other factors as the directors of Perseus consider appropriate.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Under the Corporations Act and the Company’s Constitution, Perseus is authorized to issue an unlimited number of Ordinary Shares. No other shares in the capital of Perseus of any other classes are issued or outstanding.

The holders of Ordinary Shares are entitled:

(a) to vote at all meetings of shareholders of Perseus;
(b) to receive, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of Perseus, any dividends declared by Perseus; and
(c) to receive, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of Perseus, the remaining property of Perseus upon the liquidation, dissolution or winding-up of Perseus, whether voluntary or involuntary.

The Ordinary Shares do not carry any pre-emptive, subscription, redemption, retraction, purchase for cancellation or surrender, conversion or exchange rights, any sinking fund or purchase fund provisions, nor do they contain provisions requiring a securityholder to contribute additional capital.

Under the listing rules of the ASX, a company must not, subject to certain exceptions, issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option) if the number of securities exceed 15% of the total equity securities on issue at the commencement of that 12 month period. One of the aforementioned exceptions is an issue of securities which is approved in advance by the shareholders at a general meeting.

CONSOLIDATED CAPITALIZATION

There has been no material change in the share and loan capital of Perseus, on a consolidated basis, since December 31, 2009, other than as set forth below:

(a) the issuance of 23,400,000 Ordinary Shares on February 2, 2010 upon the satisfaction of release conditions associated with, and the automatic conversion of, 23,400,000 subscription receipts (the ‘‘ Subscription Receipts ’’) issued on November 10, 2009;
(b) the grant of 1,800,000 options to acquire Ordinary Shares on January 15, 2010; and
(c) the issuance of an aggregate 1,150,000 Ordinary Shares upon the exercise of options.
See ‘‘ Prior Sales ’’.

In addition, subject to shareholder and regulatory approval, the Company intends to issue 15 million Ordinary Shares pursuant to the Private Placement and, subject to regulatory approval, to issue up to 7 million Ordinary Shares pursuant to the Share Purchase Plan.

As of the close of business on April 26, 2010, there were 344,632,088 Ordinary Shares issued and outstanding. Upon the issuance of the Offered Shares, the Company will have 388,632,088 Ordinary Shares issued and outstanding (395,232,088 if the Over-Allotment Option is exercised in full). Upon completion of the Offering, the Private Placement and the Share Purchase Plan, in full, the Company will have 410,632,088 Ordinary Shares issued and outstanding (417,232,088, if the Over-Allotment Option is exercised in full).

PRICE RANGE AND TRADING VOLUME

The Ordinary Shares are currently listed on the ASX and the TSX under the trading symbol ‘‘PRU’’ and the Frankfurt Stock Exchange under the symbol ‘‘P4Q’’.

The following table sets forth, for the periods indicated, the reported high and low closing prices and the trading volume of the Ordinary Shares on the ASX during the 12 months preceding the date of this Prospectus.

Date High Low (A$) (A$) March 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.75 0.53 April 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01 0.65 May 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.95 0.82 June 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01 0.70 July 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.83 0.69 August 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.96 0.77 September 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.37 0.82 October 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.75 1.16 November 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.85 1.42 December 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.80 1.47 January 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.14 1.57 February 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.88 1.47 March 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.11 1.72 April 1-26, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.11 1.87	Volume
	10,026,700 16,402,100 15,396,400 13,456,300 8,561,300 16,894,000 27,726,100 26,161,800 24,409,700 19,822,500 19,225,800 13,292,800 32,011,100 16,020,600

Date
High
Low
(A$)
(A$)
March 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.75
0.53
April 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.01
0.65
May 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.95
0.82
June 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.01
0.70
July 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.83
0.69
August 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.96
0.77
September 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.37
0.82
October 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.75
1.16
November 2009
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.85
1.42
December 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.80
1.47
January 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.14
1.57
February 2010
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.88
1.47
March 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.11
1.72
April 1-26, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.11
1.87

Volume

10,026,700
16,402,100
15,396,400
13,456,300
8,561,300
16,894,000
27,726,100
26,161,800
24,409,700
19,822,500
19,225,800
13,292,800
32,011,100
16,020,600

The following table sets forth, for the periods indicated, the reported high and low closing prices and the trading volume of the Ordinary Shares on the TSX.

Date	High	Low	Volume
	(C$)	(C$)
February 3-28, 2010(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1.80	1.50	1,637,290
March 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2.10	1.60	3,904,933
April 1-26, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1.99	1.75	5,777,879

Note:

(1) The Ordinary Shares commenced trading on the TSX on February 3, 2010.

PRIOR SALES

The following table sets out the Ordinary Shares and securities convertible into Ordinary Shares issued in the 12 months preceding the date of this Prospectus.

Date High Low	Date High Low	Date High Low	Date High Low	Volume
(C$) (C$) February 3-28, 2010(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.80 1.50 March 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.10 1.60 April 1-26, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.99 1.75				1,637,290 3,904,933 5,777,879
Note: (1) The Ordinary Shares commenced trading on the TSX on February 3, 2010. PRIOR SALES The following table sets out the Ordinary Shares and securities convertible into Ordinary Shares issued in the 12 months preceding the date of this Prospectus.
Date	Number of Securities	Security	Price Per Security
March 30, 2010 . . . . . . . . . . . . . . . . . . . . . . March 17, 2010 . . . . . . . . . . . . . . . . . . . . . . March 17, 2010 . . . . . . . . . . . . . . . . . . . . . . February 16, 2010 . . . . . . . . . . . . . . . . . . . . February 2, 2010 . . . . . . . . . . . . . . . . . . . . . January 15, 2010 . . . . . . . . . . . . . . . . . . . . . January 14, 2010 . . . . . . . . . . . . . . . . . . . . . January 4, 2010 . . . . . . . . . . . . . . . . . . . . . . December 03, 2009 . . . . . . . . . . . . . . . . . . . November 18, 2009 . . . . . . . . . . . . . . . . . . . November 18, 2009 . . . . . . . . . . . . . . . . . . . November 17, 2009 . . . . . . . . . . . . . . . . . . . November 11, 2009 . . . . . . . . . . . . . . . . . . . November 10, 2009 . . . . . . . . . . . . . . . . . . . November 04, 2009 . . . . . . . . . . . . . . . . . . . October 26, 2009 . . . . . . . . . . . . . . . . . . . . . October 15, 2009 . . . . . . . . . . . . . . . . . . . . . October 15, 2009 . . . . . . . . . . . . . . . . . . . . . October 13, 2009 . . . . . . . . . . . . . . . . . . . . . October 9, 2009 . . . . . . . . . . . . . . . . . . . . . October 6, 2009 . . . . . . . . . . . . . . . . . . . . . October 6, 2009 . . . . . . . . . . . . . . . . . . . . . October 2, 2009 . . . . . . . . . . . . . . . . . . . . . October 2, 2009 . . . . . . . . . . . . . . . . . . . . . September 29, 2009 . . . . . . . . . . . . . . . . . . . September 14, 2009 . . . . . . . . . . . . . . . . . . . August 13, 2009 . . . . . . . . . . . . . . . . . . . . . August 13, 2009 . . . . . . . . . . . . . . . . . . . . . June 23, 2009 . . . . . . . . . . . . . . . . . . . . . . . June 22, 2009 . . . . . . . . . . . . . . . . . . . . . . . June 22, 2009 . . . . . . . . . . . . . . . . . . . . . . .	150,000(3) 475,000(3) 15,000(3) 300,000(3) 23,400,000(1) 1,800,000(2) 200,000(3) 10,000(3) 50,000(3) 600,000 1,000,000(3) 50,000(3) 20,000(3) 23,400,000(8) 15,600,000 150,000(3) 45,000(3) 400,000(4) 80,000(3) 40,000(3) 200,000(3) 50,000(3) 2,250,000(3) 60,000(3) 150,000(5) 30,000(3) 2,000,000(6) 2,000,000(6)(7) 250,000(3) 20,646,099 71,100,000	Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Stock Options Ordinary Shares Ordinary Shares Ordinary Shares Stock Options Ordinary Shares Ordinary Shares Ordinary Shares Subscription Receipts Ordinary Shares Ordinary Shares Ordinary Shares Stock Options Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Stock Options Ordinary Shares Ordinary Shares Stock Options Ordinary Shares Ordinary Shares Ordinary Shares	(A$ unless otherwise noted) 1.30 0.50 0.65 0.65 n/a 2.13 0.65 0.65 0.50 1.30 0.80 0.65 0.65 C$1.46 1.50 0.65 0.65 1.80 0.65 0.65 0.60 0.65 0.40 0.65 1.30 0.65 0.925 0.60 0.40 0.82 0.82

Notes:

(1) Issued pursuant to the conversion of 23,400,000 Subscription Receipts issued on November 10, 2009.

(2) Issued pursuant to the employee option plan. Each option is exercisable until January 14, 2012.

(3) Issued upon exercise of unlisted stock options.

(4) Issued to Michael Bohm as part of remuneration package. Each option is exercisable until March 31, 2012.

(5) Issued pursuant to the employee option plan. Each option is exercisable until September 29, 2012.

(6) Issued as consideration to Strategic Systems in connection with the acquisition of the Central Ashanti Gold Project. (7) Each option is exercisable until August 13, 2011.

(8) Issued by way of private placement primarily to Canadian investors.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Company has agreed to sell and the Underwriters have severally agreed to purchase from the Company 44,000,000 Ordinary Shares, on the Closing Date and at the Offering Price, payable in cash to the Company against delivery. The obligations of the Underwriters under the Underwriting Agreement are several and may be terminated at their discretion upon the occurrence of certain stated events. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement.

The Underwriting Agreement also provides that the Company will indemnify the Underwriters and their respective directors, officers, agents and employees against certain liabilities and expenses.

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.

The terms of the Offering, including the purchase price of the Offered Shares, were established through negotiation between the Company and Cormark, on behalf of the Underwriters. In connection with the Offering, the Company will pay the Underwriters a fee equal to 5.0% of the gross proceeds of the Offering and has agreed to pay certain expenses of the Underwriters in connection with the Offering.

The Company has also granted the Underwriters the Over-Allotment Option, exercisable in whole or in part in the sole discretion of the Underwriters for a period of 30 days from (and including) the Closing Date, to purchase up to an additional 6,600,000 Ordinary Shares (the ‘‘ Over-Allotment Shares ’’) at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. In respect of the Over-Allotment Option, the Company will pay to the Underwriters a fee equal to 5.0% of the proceeds realized on the exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in full, the total price to the public will be C$91,080,000, the total Underwriters’ Fee will be $4,554,000, and the net proceeds to the Company, before deducting the estimated expenses of the Offering, will be C$86,526,000. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares upon exercise of the Over-Allotment Option.

On the Closing Date, the Offered Shares (other than those offered or sold to persons in the United States or U.S. persons or to persons who are acting for the account or benefit of such persons, which will be represented by individual definitive certificates bearing U.S restrictive legends) will be available for delivery in book-entry form through CDS or its nominee and will be deposited with CDS. Purchasers of Offered Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Offered Shares are purchased.

The Underwriters propose to offer the Offered Shares initially at the Offering Price set forth on the cover page of this Prospectus. After the Underwriters have made reasonable efforts to sell all of the Offered Shares offered under this Prospectus at the Offering Price, the Offering Price may be decreased, and further changed from time to time to an amount not greater than the Offering Price. The compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Company. A decrease in the Offering Price will not decrease the amount of the net proceeds of the Offering to be received by the Company.

Pursuant to rules and policy statements of certain Canadian securities regulatory authorities, the Underwriters may not, throughout the period of distribution under this Prospectus, bid for or purchase Ordinary Shares. The foregoing restriction is subject to certain exceptions. Such exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces of the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Subject to applicable laws and in connection with the Offering, the Underwriters may effect transactions that stabilize or maintain the market price of the Ordinary Shares at levels other than which would otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time.

The Company may be considered a ‘‘connected issuer’’ of Dundee, one of the Underwriters, for the purposes of applicable securities laws. Based on information provided by Dundee, Dundee and its affiliates,

including but not limited to Goodman & Company, Investment Counsel Ltd. on behalf of mutual funds or client accounts managed by it, and associates of each of them (collectively, the ‘‘ Dundee Group ’’) own or control, as at the close of business on April 26, 2010, in aggregate, 23,554,000 Ordinary Shares representing 6.83% of the issued and outstanding Ordinary Shares. It is anticipated that on closing of the Offering the Dundee Group will hold 6.77% of the issued and outstanding Ordinary Shares. The Dundee Group does not own any options or warrants to purchase Ordinary Shares.

The Offering was not required by, suggested by, or made subject to the consent of, the Dundee Group. None of the proceeds of the Offering will be applied to the benefit of the Dundee Group or any member thereof except that: (i) as a shareholder of Perseus, the Dundee Group will receive a pro rata benefit of the Offering; and (ii) Dundee will receive a portion of the Underwriters’ Fee payable by Perseus to the Underwriters for services rendered in connection with the Offering.

Pursuant to the Underwriting Agreement, Perseus agreed that, without the prior written consent of Cormark, on behalf of the Underwriters, such consent not to be unreasonably withheld, it will not, issue or announce an intention to issue, any Ordinary Shares or any securities convertible into or exchangeable for Ordinary Shares other than (i) in connection with the Private Placement; (ii) in connection with the Share Purchase Plan; (iii) upon exercise of convertible securities or warrants outstanding on the date hereof; or (iv) the grant or exercise of options pursuant to the Company’s Employee Stock Option Plan, for a period ending on the date that is 90 days after the closing of the Offering.

Subject to the receipt of shareholder and regulatory approval, the Company intends to complete the Private Placement of up to 15 million fully paid Ordinary Shares at a price of A$1.94, being the Australian dollar equivalent of the Offering Price (calculated as of April 8, 2010), for gross proceeds to the Company of approximately A$29,100,000 (C$27,001,890). The Private Placement will be conducted outside of Canada, principally in Australia, without preparation of a prospectus or registration statement and in accordance with section 708 of the Corporations Act. A fee of up A$1,455,000 (representing 5% of the gross proceeds of the Private Placement) will be paid to certain Australian financial services licencees for services rendered in connection with the Private Placement. This Prospectus does not qualify the distribution of the Ordinary Shares issued pursuant to the Private Placement.

Subject to the receipt of regulatory approval, the Company also proposes to complete the Share Purchase Plan pursuant to which the Company will offer a maximum of 7 million Ordinary Shares for subscription by shareholders of the Company in Australia and New Zealand, at a price of A$1.94 per Ordinary Share, for gross proceeds to the Company of up to A$13,580,000 (C$12,600,882) million. Each eligible shareholder can subscribe for a maximum of A$15,000 worth of Ordinary Shares under the Share Purchase Plan with a pro rata scale back in the event of oversubscription. This Prospectus does not qualify the distribution of the Ordinary Shares issued pursuant to the Share Purchase Plan.

The TSX has conditionally approved the listing of the Offered Shares and the Over-Allotment Shares. Listing is subject to the Company fulfilling all of the listing requirements of the TSX on or before July 14, 2010. The Company will also apply for quotation of the Offered Shares and the Over-Allotment Shares on the ASX.

The Offered Shares have not been and will not be registered under the United States Securities Act of 1933 , as amended (the ‘‘ U.S. Securities Act ’’), or any state securities laws. Accordingly, the Offered Shares may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act), except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Underwriting Agreement permits the Underwriters to offer and resell the Offered Shares that have been acquired pursuant to the Underwriting Agreement to certain ‘‘qualified institutional buyers’’ in the United States, provided such offers and sales are made in compliance with Rule 144A under the U.S. Securities Act. The Underwriting Agreement also permits the Underwriters to offer the Offered Shares for sale directly by the Company to certain institutional ‘‘accredited investors’’ that satisfy the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act, provided such offers and sales are made in compliance with Rule 506 of Regulation D under the U.S. Securities Act. In addition, until 40 days after the commencement of the Offering, any offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in the Offering) may

violate the registration requirements of the U.S. Securities Act, unless made pursuant to an exemption from registration.

RISK FACTORS

An investment in the securities of Perseus is considered to be speculative due to the nature of its business and the present stage of its development. The following information is a summary only. A prospective investor should carefully consider the risk factors set out below and information contained elsewhere in this Prospectus, including in the ‘‘Statement Regarding Forward-Looking Information’’ of this Prospectus and information described under the heading ‘‘Risk Factors’’ in the Prior Prospectus. The following risk factors, as well as risks not currently known to the Company or that are currently considered immaterial, could materially adversely affect the Company’s future business, operations and financial condition.

Price of Gold

Changes in the market price of gold, which in the past has fluctuated widely, will affect the profitability of the Company’s operations and its financial conditions. The viability of the Company’s projects, and upon the Central Ashanti Gold Project commencing production the Company’s revenues and profitability, will depend on the market price of gold. The market price of gold is set in the world market and is affected by numerous industry factors beyond the Company’s control, including but not limited to the demand for precious metals, expectations with respect to the rate of inflation and deflation, interest rates, currency exchange rates, the global and regional supply and demand for jewelry and industrial products containing gold, production levels, inventories, costs of substitutes, changes in global or regional investment or consumption patterns, and sales by central banks and other holders, speculators and producers of gold in response to any of the above factors, and global and regional political and economic factors.

A decline in the market price of gold below the prices used in the Company’s economic analysis (being, US$850 per ounce) for any sustained period would have a material adverse impact on the Company’s projects and anticipated future operations. Such a decline could also have a material adverse impact on the ability of the Company to finance the exploration and development of its existing and future mineral projects and may also impact operations by requiring a reassessment of the feasibility of a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. The Company will also have to assess the economic impact of any sustained lower gold prices on recoverability and therefore on cut-off grades and the level of its mineral reserves and mineral resources.

Development of the Central Ashanti Gold Project Requires Environmental Permit

Pursuant to mining and environmental laws of Ghana, Perseus may not commence construction of the Central Ashanti Gold Project until it has been issued an environmental permit. In order to be issued an environmental permit an EIS and baseline study must be submitted to, and approved by, the EPA. The EPA is required to hold a public hearing in respect of an application for an environmental permit where there is material adverse public reaction to the commencement of the proposed undertaking; the undertaking will involve the dislocation, relocation or resettlement of communities; or the undertaking could have extensive and far reaching effects on the environment.

An EIS was submitted to the Ghanaian EPA in September 2009 and a public hearing was held on November 17, 2009. By letter dated January 22, 2010, the EPA provided comments on the Company’s draft EIS and a revised EIS was submitted on February 4, 2010. On April 7, 2010, the Company was issued an invoice for the environmental permit, which it has paid in full. Upon receipt of the environmental permit the Company will apply for all secondary permits not already issued and required to commence construction activities at the Central Ashanti Gold Project. The Company cannot commence development activities at the Central Ashanti Gold Project until the environmental permit has been issued. A lengthy delay or non-receipt of the environmental permit would have a material adverse effect on the Company’s expectations and future plans.

Potential Changes to the Fiscal Regime in Ghana

In late February 2010, the Ministry of Finance, the Chamber of Mines and the Energy Commission announced initiatives to change certain aspects of the fiscal regime in Ghana applicable to mining companies including, in material part: (i) legislation imposing a standardized rate for the purchase of power based on diesel generation costs, potentially doubling projected power costs for the Central Ashanti Gold Project; (ii) replacing the capital cost allowance from 80% of capital expenditures in the first year of operation and 50% of the remaining balance for each subsequent year to 20% on a straight line basis for five years; (iii) a limitation on the carry forward of losses to five years, while it is currently indefinite; (iv) limits on thin capitalization; (v) a mandatory declaration of dividends in an amount equal to 35% of profit after tax; (vi) the renegotiation of agreements exempting mining companies from the payment of property taxes; and (vii) quotas on the number of expatriates that may be employed by mining companies, with onerous penalties for non-compliance (collectively, the ‘‘ Fiscal Regime Changes ’’).

In particular, the Company is currently negotiating the terms of an agreement for the supply of power to the Central Ashanti Gold Project. As stated above, however, the Company now anticipates that the cost of power will be up to double the amount budgeted in the operating cost estimate for the project. Although there can be no assurance that it will be the case, the Company anticipates that the effect of such cost increase will, at least in part, be offset by cost savings in other areas. In any event, although the cost of power may increase in a material amount the effect of such increase on the aggregate operating costs of the Central Ashanti Gold Project is not expected to be material. There can, however, be no assurance in this regard.

Meetings are scheduled in Ghana between representatives of various mining companies and relevant government officials. The Company expects significant opposition to the Fiscal Regime Changes to be expressed at those meetings. However, there can be no assurance that notwithstanding such opposition, the Fiscal Regime Changes will not be implemented as contemplated or revised to be more onerous and then implemented.

If implemented, the Fiscal Regime Changes, individually and in the aggregate, may have a material adverse effect on the Company, including increases in operating costs and decreases in the cash to be generated from the Central Ashanti Gold Project.

Additional Funding may be Required

There can be no assurance that the parties will be able to settle the terms of the Facilities and the formal documentation in respect thereof. There also can be no assurance that the terms thereof will be, in all material respects, or at all, similar to those contained in the ILO and Mandate Letter and summarized in the Prior Prospectus. Assuming that the parties are able to settle and execute formal documentation in respect of the Facilities, the Lenders’ obligation to advance funds thereunder will be subject to a number of conditions precedent. These conditions precedent must either be satisfied or waived by the Lenders before the Facilities, or any part thereof, will be advanced to the Company. In addition, the Facilities will be subject to a number of covenants and conditions, which if not satisfied by the Company could result in termination of the Facilities. If the Facilities are not available, for any reason, the Company may require additional third party financing, the amount of which will depend on the net proceeds received from the Financing Transactions.

The Company may require additional third party financing to complete construction of the Central Ashanti Gold, in the event of any increases in the capital cost estimate of the Central Ashanti Gold Project. Assuming the Facilities are available to the Company, the Company anticipates being in a position to finance moderate capital cost increases using cash on hand. However, material cost increases will require additional third party financing so as not to compromise the Company’s working capital position. See ‘‘ Risk Factors — Capital Cost Increases’’.

Similarly, the Company may require additional funds to finance development of the Tengrela Gold Project, if the DFS is positive and a development decision is made thereon.

The success and the pricing of any such capital raising and/or debt financing will be dependent upon the prevailing market conditions at that time and upon the ability of a company without significant projects already in production and with significant amounts of existing indebtedness to attract potentially significant amounts of

debt and/or equity. There is no assurance that such financing will be obtained or obtained on terms satisfactory to the Company.

Failure to obtain sufficient financing, as and when required, could cause the Company to defer development of the Central Ashanti Gold Project as currently planned or otherwise alter the Company’s strategic plans, including (assuming a positive DFS), development of the Tengrela Gold Project.

Capital Cost Increases

The Company intends on using the net proceeds of the Offering and the Facilities to finance the capital cost of the Central Ashanti Gold Project. The total capital cost to develop the Central Ashanti Gold Project has been estimated in the Central Ashanti Technical Report to be US$147.9 million, which estimate has been subsequently increased by the Company to US$160 million to reflect an increased contingency for cost overruns and the increased scale of certain equipment. Based on this capital cost estimate, the Company believes that the net proceeds of the Offering and the Facilities will be sufficient.

Capital costs however are estimated based on the interpretation of geological data, feasibility studies, anticipated climatic conditions and other factors. Any of the following events, among others, could affect the ultimate accuracy of such estimate and result in an increase in the actual capital cost of the Central Ashanti Gold Project: (i) unanticipated changes in grade and tonnage of ore to be mined and processed; (ii) incorrect data on which engineering assumptions are made; (iii) equipment delays; (iv) labour negotiations; (v) changes in government regulations (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals); and (iv) title claims.

Material increases in the estimated capital cost of the Central Ashanti Gold Project may cause the Company to seek additional financing, which may not be available on reasonable terms or at all.

Political Stability in West Africa

The Company conducts exploration and development activities in West Africa.

The Company’s properties in Ghana and Cˆote d’Ivoire may be subject to the effects of political changes, war and civil conflict, changes in government policy, lack of law enforcement and labour unrest and the creation of new laws. These changes (which may include new or modified taxes or other government levies, as well as other legislation) may impact the profitability and viability of its properties. The effect of unrest and instability on political, social or economic conditions in Ghana and Cˆote d’Ivoire could result in the impairment of exploration, development and mining operations. Any such changes are beyond the control of the Company and may adversely affect its business.

In addition, local tribal authorities in West Africa exercise significant influence with respect to local land use, land labour and local security. From time to time, government has intervened in the export of mineral concentrates in response to concerns about the validity of export rights and payment of duties. No assurances can be given that the co-operation of such authorities, if sought by the Company, will be obtained, and if obtained, maintained.

In particular, Cˆote d’Ivoire has had a long history of political instability, significant and unpredictable changes in government policies and laws, war and civil conflict, illegal mining activities, lack of law enforcement and labour unrest.

In addition, in the event of a dispute arising from foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of Canadian or Australian courts. The Company also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for Perseus to predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on the Company’s operations.

Interest Rate Risk

It is expected that the Facilities will accrue interest at a variable rate that fluctuates with LIBOR. As a result, the Company is exposed to adverse interest rate fluctuations that could have a material adverse impact on the Company’s financial position and profitability.

Mandatory Relinquishment of Tenement Area

The mining laws of Ghana require that upon each renewal of a prospecting licence (including the Dadieso prospecting licence, representing a portion of the Central Ashanti Gold Project) the holder must surrender at least 50% of the area covered thereby (subject to a minimum balance of 125 blocks). Similarly, the mining laws of Cˆote d’Ivoire requires that upon each renewal of an exploration permit, 50% of the area covered thereby be relinquished.

To date, by application, Perseus has renewed the Tengrela east and Tengrela south exploration permits without any relinquishment of the area covered thereby. The size of the area covered by the Dadieso prospecting licence is close to the minimum permitted size under the mining laws of Ghana, hence any relinquishment thereof would be minimal, if at all.

Although management of the Company will use its best efforts to ensure that, in each case, the area retained has greater exploration, development and production potential than the area relinquished, there can be no assurance that the area relinquished will not ultimately have greater mineral resources and mineral reserves and a more positive outlook than the area retained upon renewal.

Discretion in the Use of Net Proceeds from the Offering

As previously stated, assuming the Financing Transactions are completed in full and US$55 million is drawn down from the Project Loan Facility, the Company has allocated C$42.5 million to working capital and administrative/corporate overhead. These funds will be used, in part, to finance changes to the Company’s infrastructure (including information technology), additions to its complement of senior personnel, increases in personnel generally and increases in its corporate compliance and legal costs, as it transitions from an exploration company to a development company. As also previously stated in this Prospectus, the Company may use the balance of the net proceeds of the Offering allocated to working capital (net of administrative/corporate overhead costs as aforesaid), on such items as strategic investments (as and when and to the extent suitable opportunities arise), the prepayment of the Project Loan Facility (in the event that the Project Loan Facility is entered into), and the purchase of long lead-time items for the Tengrela Gold Project (assuming positive results of the DFS and a decision being made to proceed with the development of the Tengrela Gold Project). As discussed elsewhere in this Prospectus, there can be no assurance that: (i) the Company will identify any strategic investments or enter into agreements in respect of one or more strategic investments; (ii) the Company will enter into the Project Loan Facility; or (iii) that the results of the DFS in respect of the Tengrela Gold Project will be positive or that a production decision will be made in respect of such project. Accordingly, there can be no assurance as of the date of this Prospectus as to how such funds may be expended, and as such these funds may be expended at the sole discretion of management of the Company. If the net proceeds are not applied effectively, the Company’s results of operations may suffer.

Dilution

The Company may undertake additional offerings of Ordinary Shares and of securities convertible into Ordinary Shares in the future. The increase in the number of Ordinary Shares issued and outstanding and the possibility of sales of such Ordinary Shares may depress the price of Ordinary Shares. In addition, as a result of such additional Ordinary Shares, the voting power of the Company’s existing shareholders will be diluted.

Stock Exchange Prices

There can be no assurance that an active market for the Offered Shares will be sustained after the Offering. The market price of publicly traded stock is affected by many variables not all of which are directly related to the success of the issuer. In recent years, the securities markets have experienced a high level of price and volume

volatility, and the market price of securities of many companies, particularly those considered to be development stage companies, has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that such fluctuations will not affect the price of Perseus’s securities.

Effecting Service of Process and Enforcement of Judgments

The majority of Perseus’s directors reside outside of Canada and a majority of the assets of these persons are located outside of Canada. It may not be possible for investors to effect service of process within Canada upon the directors, officers and experts named in this Prospectus. It may also not be possible to enforce against certain of Perseus’s directors and officers, and certain experts named herein, judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

EXPERTS

Except as otherwise indicated, information of a scientific or technical nature regarding the Central Ashanti Gold Project included or incorporated by reference in this Prospectus is based upon the Central Ashanti Technical Report. Information of a scientific or technical nature regarding the Tengrela Gold Project included in this Prospectus is based upon the Tengrela Technical Report. As at the date hereof, each of the authors of the aforementioned reports and the employees and partners, as applicable, of Runge Limited and Corporate Mining Resources Pty Ltd, beneficially own, directly or indirectly, less than one percent of the outstanding securities of Perseus.

The exploration results described herein under the heading ‘‘ Central Ashanti Gold Project — Exploration ’’ and ‘‘ Tengrela Gold Project — Exploration ’’ was prepared by or under the supervision of Mark Calderwood, Managing Director of the Company and a ‘‘qualified person’’ within the meaning of NI 43-101. Mr. Calderwood beneficially owns, directly or indirectly, 4,000,000 Ordinary Shares and 1,200,000 options to purchase Ordinary Shares.

The matters referred to under ‘‘Eligibility for Investment’’ and ‘‘ Certain Canadian Federal Income Tax Considerations’’ and certain other legal matters related to the Offering have been passed upon on behalf of Perseus by Lawson Lundell LLP and on behalf of the Underwriters by Cassels Brock & Blackwell LLP. As at the date hereof, the aforementioned partnerships (and their partners, associates and employees) beneficially own, directly or indirectly, in the aggregate, less than one percent of the outstanding securities of Perseus.

The matters referred to under ‘‘Certain Australian Income Tax Considerations’’ have been passed upon on behalf of Perseus by Clayton Utz LLP. As at the date hereof, Clayton Utz LLP (and its partners, associates and employees) beneficially owns, directly or indirectly, in the aggregate, less than one percent of the outstanding securities of Perseus.

The independent registered auditors of the Company are HLB Mann Judd.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of Perseus are HLB Mann Judd, Chartered Accountants, having an address at Level 4, 130 Stirling Street, Perth, Western Australia, 6000. The registrar and transfer agent for the Ordinary Shares in Australia is Advanced Share Registry Services, 150 Stirling Highway, Nedlands, Western Australia, 6009. The Canadian transfer agent and registrar for the Ordinary Shares is Equity Transfer & Trust Company at its principal offices in Toronto, Ontario.

PURCHASERS’ STATUTORY RIGHTS OF RESCISSION

Securities legislation in certain of the provinces of Canada provides a purchaser with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a Prospectus and any amendment. In several provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages where the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of his or her province. The purchaser should refer to any applicable provisions of the securities legislation of his or her province for the particulars of these rights or consult with a legal advisor.

CERTIFICATE OF THE COMPANY

Dated: April 27, 2010

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Prince Edward Island, New Brunswick, Nova Scotia and Newfoundland and Labrador.

(Signed) MARK A. CALDERWOOD (Signed) COLIN J. CARSON Chief Executive Officer and Chief Financial Officer and Managing Director Executive Director

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) REGINALD N. GILLARD (Signed) RHETT B. BRANS Director Director

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CERTIFICATE OF THE UNDERWRITERS

Dated: April 27, 2010

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Prince Edward Island, New Brunswick, Nova Scotia and Newfoundland and Labrador.

CORMARK SECURITIES INC. (Signed) DARREN WALLACE Director

CLARUS SECURITIES INC. (Signed) BRETT A. WHALEN Director, Investment Banking

BMO NESBITT BURNS INC. (Signed) ELIZABETH WADEMAN Director

CIBC WORLD MARKETS INC. (Signed) DAVID COBBOLD Managing Director

DUNDEE SECURITIES CORPORATION (Signed) P. MARK SMITH Director

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AI assistant

PERSEUS MINING LIMITED — Capital/Financing Update 2010

46513_rns_2010-04-27_23400644-5d99-461f-a20b-efbf5ecac6bb.pdf

SHORT FORM PROSPECTUS

New Issue

PERSEUS MINING LIMITED ABN 27 106 808 986

C$79,200,000

44,000,000 Ordinary Shares

Price: C$1.80 per Ordinary Share

The following table sets forth the number of Ordinary Shares that have been issued or may be issued by the Company to the Underwriters pursuant to the Over-Allotment Option:

TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

ELIGIBILITY FOR INVESTMENT

THE COMPANY

RECENT DEVELOPMENTS

Central Ashanti Gold Project

Construction

Permits

Exploration

Credit Facility

Increase in Royalty Rate

The Tengrela Gold Project

Definitive Feasibility Study

Exploration

Burey Gold Limited

Appointment of New Chief Financial Officer

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Dividends on Offered Shares

Dispositions of Offered Shares

Tax Treatment of Capital Gains and Capital Losses

Foreign Investment Entity and Offshore Investment Fund Property Rules

Foreign Property Information Reporting

CERTAIN AUSTRALIAN INCOME TAX CONSIDERATIONS

Taxation of Holders of Offered Shares Resident in Canada

Withholding Tax

Dispositions of Offered Shares

Taxation of Holders of Offered Shares Resident in Australia

Dividends on Offered Shares

Dispositions of Offered Shares

USE OF PROCEEDS

Notes:

DIVIDEND RECORD AND POLICY

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

CONSOLIDATED CAPITALIZATION

PRICE RANGE AND TRADING VOLUME

PRIOR SALES

PLAN OF DISTRIBUTION

RISK FACTORS

Price of Gold

Development of the Central Ashanti Gold Project Requires Environmental Permit

Potential Changes to the Fiscal Regime in Ghana

Additional Funding may be Required

Capital Cost Increases

Political Stability in West Africa

Interest Rate Risk

Mandatory Relinquishment of Tenement Area

Discretion in the Use of Net Proceeds from the Offering

Dilution

Stock Exchange Prices

Effecting Service of Process and Enforcement of Judgments

EXPERTS

AUDITORS, TRANSFER AGENT AND REGISTRAR

PURCHASERS’ STATUTORY RIGHTS OF RESCISSION

CERTIFICATE OF THE COMPANY

Dated: April 27, 2010

ON BEHALF OF THE BOARD OF DIRECTORS

CERTIFICATE OF THE UNDERWRITERS

Dated: April 27, 2010

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PERSEUS MINING LIMITED Capital/Financing Update 2010