PERSEUS MINING LIMITED

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 ‘‘ US Securities Act ’’) or any state securities laws. Accordingly, except as permitted by the Agency Agreement and pursuant to exemptions from the registration requirements of the US 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’’.

PROSPECTUS

New Issue

January 28, 2010

PERSEUS MINING LIMITED ABN 27 106 808 986

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1DEC200918345002
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C$34,164,000

23,400,000 Ordinary Shares Issuable on Conversion of 23,400,000 Subscription Receipts

This prospectus (the ‘‘ Prospectus ’’) qualifies the distribution of 23,400,000 ordinary shares (the ‘‘ Subscription Receipt Shares ’’) of Perseus Mining Limited (‘‘ Perseus ’’, and together with its subsidiaries, the ‘‘ Company ’’) issuable for no additional consideration upon the conversion of 23,400,000 subscription receipts (the ‘‘ Subscription Receipts ’’) of Perseus issued on November 10, 2009 (the ‘‘ Offering ’’) pursuant to the terms of a subscription receipt agreement dated November 10, 2009 (the ‘‘ Subscription Receipt Agreement ’’) between Perseus, Cormark Securities Inc. (‘‘ Cormark ’’), for and on behalf of itself and the Agents (as defined below) and Computershare Trust Company of Canada (the ‘‘ Subscription Receipt Agent ’’). The Subscription Receipts were issued on a private placement basis pursuant to subscription agreements accepted by Perseus on November 10, 2009 and in accordance with an agency agreement dated November 10, 2009 among Cormark, BGF Equities Pty Ltd., Clarus Securities Inc., Dundee Securities Corporation, BMO Nesbitt Burns Inc., CIBC World Markets Inc., GMP Securities LP and Rodman & Renshaw, LLC (collectively, the ‘‘ Agents ’’) and Perseus (the ‘‘ Agency Agreement ’’). The Subscription Receipts were issued at a price of C$1.46 per Subscription Receipt (the ‘‘ Offering Price ’’) for aggregate gross proceeds of C$34,164,000.

The outstanding ordinary shares of Perseus (the ‘‘ Ordinary Shares ’’) are listed on the Australian Securities Exchange (the ‘‘ ASX ’’) under the symbol ‘‘PRU’’ and trade on the Frankfurt Stock Exchange under the symbol ‘‘P4Q’’. On October 20, 2009 (the last trading day prior to the announcement of the Offering), the closing price of the Ordinary Shares on the ASX was A$1.73. The Company’s Ordinary Shares (including the Subscription Receipt Shares) were conditionally approved for listing on the Toronto Stock Exchange (the ‘‘ TSX ’’) under the symbol ‘‘PRU’’. Listing is subject to the Company fulfilling all of the listing requirements of the TSX on or before April 22, 2010.

	Price to		Net Proceeds to
	the Public(1)	Agents’ Fee(2)	the Company(3)(4)
Per Subscription Receipt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	C$1.46	C$0.088	C$1.37
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	C$34,164,000	C$2,049,840	C$32,114,160

Notes:

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

(2) Pursuant to the terms and conditions of the Agency Agreement, Perseus has agreed to pay the Agents a cash fee (the ‘‘ Agents’ Fee ’’) equal to 6% of the gross proceeds of the Offering. See below and ‘‘ Plan of Distribution ’’.

(3) After deducting the Agents’ Fee, but before deducting expenses of the Offering, including preparation and filing of this Prospectus, estimated to be C$850,000, which Perseus will pay from the proceeds of the Offering.

(4) The distribution of the Subscription Receipt Shares upon the conversion of Subscription Receipts will not result in any additional proceeds being received by the Company, however, the Escrowed Funds (as defined below), less the Agents’ Fee will be released to the Company upon distribution of the Subscription Receipt Shares.

Upon closing of the Offering, the gross proceeds from the sale of the Subscription Receipts (the ‘‘ Escrowed Proceeds ’’ and together with the interest and other income earned thereon, the ‘‘ Escrowed Funds ’’) were placed in escrow with the Subscription Receipt Agent, and invested in short-term obligations of, or guaranteed by, the Government of Canada or a Province or Canadian chartered bank (or other approved investments).

(continued on next page)

(continued from cover)

Each Subscription Receipt entitles the holder thereof to receive, if the Release Conditions (as defined below) are satisfied on or before the Release Deadline (as defined below), upon conversion of the Subscription Receipts and without payment of any additional consideration, subject to adjustment in certain circumstances, one Subscription Receipt Share for each Subscription Receipt held. See ‘‘ Plan of Distribution ’’.

The Subscription Receipts were sold directly to subscribers through the Agents pursuant to exemptions from the prospectus and registration requirements of the relevant Canadian jurisdictions and from the registration requirements of United States securities laws or outside of the United States pursuant to Regulation S under the United States Securities Act of 1933 , as amended (the ‘‘ U.S. Securities Act ’’), and were issued under, and are governed by, the Subscription Receipt Agreement. There is no market on which the Subscription Receipts may be sold and none is expected to develop.

The Subscription Receipts will automatically convert into Ordinary Shares, without payment of additional consideration or further action on the part of the holder thereof and the Escrowed Funds (other than the Agents’ Fee which shall be paid to the Agents) will be released to the Company provided that on or before 5:00 p.m. (Toronto time) on February 8, 2010, being the date that is 90 days following closing of the Offering (the ‘‘ Release Deadline ’’), the Company and Cormark (on behalf of the Agents) deliver a joint notice to the Subscription Receipt Agent confirming that the Company’s Ordinary Shares (including the Subscription Receipt Shares) have been listed for trading on the TSX and in the case of the Subscription Receipt Shares, on a free trading basis and not subject to any hold period (the ‘‘ Release Conditions ’’).

In the event that the Release Conditions are not satisfied by the Release Deadline, the Subscription Receipts shall be cancelled and the Subscription Receipt Agent and the Company shall return to the holders of the Subscription Receipts an amount equal to the aggregate of the Offering Price of the Subscription Receipts held by such holder and their pro rata share of interest and other income earned on the Escrowed Proceeds (such amount, the ‘‘ Pro Rata Escrow Funds ’’) since the closing of the Offering. The Company shall be responsible and liable to such holders for any shortfall between that amount and the Escrowed Funds.

If, prior to the satisfaction of the Release Conditions, there is an announcement of a bona fide transaction, whether by way of an offer or takeover bid (a ‘‘ Bid ’’), or scheme of arrangement, amalgamation or other similar merger transaction of the Company with or into any other corporation (an ‘‘ Arrangement ’’), in either case, at a premium to A$1.50 per Ordinary Share, that is supported by the Board of Directors (a ‘‘ Supported Offer ’’) the Subscription Receipt holders will be permitted to equitably participate in such transaction in accordance with the terms of the Subscription Receipt Agreement. If the Supported Offer is completed, the Escrowed Funds will be delivered to the Company, after deduction of the Agents’ Fee, and the Subscription Receipts shall be deemed to be cancelled. If the Supported Offer is not completed, the Release Deadline shall be deemed to be extended by the greater of: (i) 45 days after the date the Supported Offer was withdrawn or terminated; and (ii) the number of days between the date of announcement of the Supported Offer by the Board of Directors and the date the Supported Offer was withdrawn or terminated (the ‘‘ Extended Release Deadline ’’). The Company shall continue to use its best efforts to satisfy the Release Conditions by the Extended Release Deadline.

If, prior to the satisfaction of the Release Conditions, there is a Bid or Arrangement proposed or announced that is supported by the Board of Directors but is not at a price that is greater than A$1.50 per Ordinary Share, the Subscription Receipt holders shall be entitled, at their option to either participate in such transaction or request the return of that holder’s Pro Rata Escrow Funds.

No additional consideration will be received by the Company and no additional commission or fee will be payable by the Company in connection with the conversion of the Subscription Receipts upon satisfaction of the Release Conditions.

An investment in the Company is speculative and involves a high degree of risk. See ‘‘ Statement Regarding Forward Looking Information ’’ and ‘‘ Risk Factors ’’.

The Company has issued physical certificates representing the Subscription Receipts registered in the name of the subscribers. It is anticipated that physical certificates representing the Subscription Receipt Shares will be issued and registered in the name of the holders of the Subscription Receipts, as at the time of conversion.

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 Agents by Cassels Brock & Blackwell LLP. The Company’s registered and head office is located at 30 Ledgar Road, Balcatta 6021, Western Australia, 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
STATEMENT REGARDING FORWARD-		PRINCIPAL HOLDERS OF ORDINARY
LOOKING INFORMATION . . . . . . . . . . . . .	i	SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .	60
TECHNICAL INFORMATION . . . . . . . . . . . .	ii	OPTIONS TO ACQUIRE ORDINARY
FINANCIAL INFORMATION AND		SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
ACCOUNTING PRINCIPLES . . . . . . . . . . . .	ii	PRICE RANGE AND TRADING VOLUME . . .	62
CURRENCY PRESENTATION AND		PRIOR SALES . . . . . . . . . . . . . . . . . . . . . . . .	63
EXCHANGE RATE INFORMATION . . . . . .	iii	DIRECTORS AND OFFICERS . . . . . . . . . . . .	64
ELIGIBILITY FOR INVESTMENT . . . . . . . . .	iii	AUDIT COMMITTEE AND CORPORATE
PROSPECTUS SUMMARY . . . . . . . . . . . . . . .	1	GOVERNANCE . . . . . . . . . . . . . . . . . . . . .	66
CORPORATE STRUCTURE . . . . . . . . . . . . . .	7	STATEMENT OF EXECUTIVE
GENERAL DEVELOPMENT AND		COMPENSATION . . . . . . . . . . . . . . . . . . . .	69
DESCRIPTION OF THE BUSINESS . . . . . . .	7	PLAN OF DISTRIBUTION . . . . . . . . . . . . . . .	75
GHANA . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15	RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . .	76
CˆOTE D’IVOIRE . . . . . . . . . . . . . . . . . . . . . .	18	INTEREST OF MANAGEMENT AND
DETAILS OF THE CENTRAL ASHANTI		OTHERS IN MATERIAL TRANSACTIONS . .	85
GOLD PROJECT . . . . . . . . . . . . . . . . . . . .	21	LEGAL PROCEEDINGS AND REGULATORY
DETAILS OF THE TENGRELA GOLD		ACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . .	85
PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . .	35	EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . .	85
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . .	46	AUDITORS, TRANSFER AGENT AND REGISTRAR . . . . . . . . . . . . . . . . . . . . . . . .	86
CERTAIN AUSTRALIAN INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . .	49	MATERIAL CONTRACTS . . . . . . . . . . . . . . .	86
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . .	51	PURCHASERS’ STATUTORY RIGHTS OF RESCISSION . . . . . . . . . . . . . . . . . . . . . . . .	86
DIVIDEND RECORD AND POLICY . . . . . . . .	52	GLOSSARY OF TECHNICAL TERMS . . . . . . .	A-1
SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . .	52	AUDIT COMMITTEE CHARTER . . . . . . . . . .	B-1
MANAGEMENT’S DISCUSSION AND		INDEPENDENT AUDITOR’S REPORT . . . . . .	F-2
ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . .	53	AUDITOR’S REPORT IN RESPECT OF
DESCRIPTION OF SECURITIES BEING		COMPATIBILITY WITH CANADIAN GAAS .	F-4
DISTRIBUTED . . . . . . . . . . . . . . . . . . . . . .	59	CERTIFICATE OF THE COMPANY . . . . . . . .	C-1
CONSOLIDATED CAPITALIZATION . . . . . . .	60	CERTIFICATE OF THE AGENTS . . . . . . . . . .	C-2

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus contains ‘‘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 reserves 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), costs and timing of future exploration, timing and receipt of approvals, consents and permits under applicable legislation, results of future exploration and drilling and 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 risks associated with the price of gold, the risk that the Facilities (as defined below) will not be available to the Company, in whole or in part, changes to the terms of the Facilities from those described herein, the risk of unrest and political instability in West Africa, the risk that the environmental permit for development of the Central Ashanti Gold Project is not obtained, the risk of increases in the royalty payable to the Government of Ghana, risks associated with the availability of additional funding as and when required, risks associated with the mandatory relinquishment of tenement areas, exploration and development risks, permitting and licensing risks, uncertainty in the estimation of mineral resources and mineral reserves, infrastructure risks, inflation risks, governmental regulation risks, environmental risks and hazards, the risk that Perseus may be considered a ‘‘foreign investment entity’’ under Canadian tax laws, insurance and uninsured risks, land title risks, risks associated with competition, risks associated with currency fluctuations, labour and employment risks, risks associated with dependence on key management personnel and executives, litigation risks, the risk that dividends may never be declared, risks associated with the repatriation of earnings, risk of continued negative operating cash flow, risks associated with the Company’s hedging policies, risks associated with the interests of certain directors in other mining projects, risks associated with dilution, risks associated with stock exchange prices and 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 Company’s ability to carry on its exploration and development activities, the timely receipt of required approvals, 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.

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.

TECHNICAL INFORMATION

Technical information relating to the Central Ashanti Gold Project and the Tengrela Gold Project (each as defined below) contained in this Prospectus is derived from, and in some instances is an extract from, 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 ’’) and the technical report entitled ‘‘Technical Report — Tengrela Gold Project, Ivory Coast’’ dated November 30, 2009 prepared by David Price, Senior Consultant Geologist, Runge Limited (the ‘‘ Tengrela Technical Report ’’), respectively, in each case prepared in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects (‘‘ NI 43-101 ’’).

The Central Ashanti Technical Report and Tengrela Technical Report use the definitions, classifications system and guidelines of the Australasian Code for Reporting of Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia (the ‘‘ JORC Code ’’). The resource and reserve classification system of the JORC Code is directly comparable to the resource and reserve classification system of the CIM Standards on Mineral Resources and Mineral Reserves of the Canadian Institute of Mining, Metallurgy and Petroleum.

Reference should be made to the full text of the Central Ashanti Technical Report and the Tengrela Technical Report which have been filed with certain Canadian securities regulatory authorities pursuant to NI 43-101 and are available for review under the Company’s profile on SEDAR at www.sedar.com. Alternatively, a copy of the Central Ashanti Technical Report and/or Tengrela Technical Report may be inspected until the day that is thirty days after the date hereof during normal business hours at Perseus’s head office and at the offices of Perseus’s Canadian legal counsel, Lawson Lundell LLP.

For the meanings of certain technical terms used in this Prospectus, see ‘‘ Glossary ’’ beginning on page A-1 of this Prospectus.

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

The interim unaudited and annual audited consolidated financial statements of the Company contained 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 (‘‘GAAP’’)) and may not be comparable to financial statements of Canadian issuers. Perseus has not, and is not required to, provide a reconciliation of its financial statements to Canadian GAAP.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

The financial statements included 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	High	Low	Average	Close
Three Months Ended September 30 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended June 30 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canadian dollar per United States dollar	0.9484 0.9822 0.9822 0.9782 0.9474 High	0.8845 0.8375 0.7524 0.8389 0.8234 Low	0.9143 0.9225 0.8629 0.9054 0.8902 Average	0.9461 0.8375 0.9363 0.9740 0.9029 Close
Three Months Ended September 30 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended June 30 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1.1655 1.0796 1.3000 1.0755 1.1853	1.0613 1.0016 1.0016 0.9170 1.0580	1.0979 1.0411 1.1662 1.0104 1.1323	1.0722 1.0599 1.1625 1.0186 1.0634

On January 27, 2010, the Bank of Canada noon spot exchange rate for the purchase of one Australian dollar using Canadian dollars was C$0.9553 (C$1.00 = A$1.0468). On January 27, 2010, the Bank of Canada noon spot exchange rate for the purchase of one United States dollar using Canadian dollars was C$1.0657 (C$1.00 = US$0.9384).

ELIGIBILITY FOR INVESTMENT

In the opinion of Lawson Lundell LLP, counsel to the Company, and Cassels Brock & Blackwell LLP, counsel to the Agents, based on the provisions of the Income Tax Act (Canada) (the ‘‘ Tax Act ’’) and the regulations thereunder, the Subscription Receipt 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 Subscription Receipt 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 Subscription Receipt 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 Subscription Receipt Shares would not be a prohibited investment in their particular circumstances.

iii

PROSPECTUS SUMMARY

The following is a summary of the principal features of this distribution and should be read together with the more detailed information, financial data and financial statements contained elsewhere in this Prospectus.

The Company

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 ’’, formerly referred to as the ‘‘ Ayanfuri 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.

The Company completed a definitive feasibility study (a ‘‘ DFS ’’) in July 2009 on developing a mine and associated treatment facility for the Central Ashanti Gold Project. Based on the positive outcome of the DFS, the Company anticipates commencing construction activities in early 2010 with production anticipated to commence during the third quarter of 2011.

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, recently commenced a DFS thereon in the first quarter of 2010.

Perseus also has: (i) a 90% interest in the Grumesa gold deposit (the ‘‘ Grumesa Gold Project ’’), an exploration stage project located in Ghana; and (ii) a 28% interest in Manas Resources Limited (‘‘ Manas ’’), an ASX listed company holding a portfolio of properties in Central Asia, which assets were spun out from 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. See ‘‘ General Development and Description of Business — Grumesa Gold Project ’’.

The Company’s principal objectives are to:

develop the Central Ashanti Gold Project into a profitable gold mining project;
complete a DFS on the Tengrela Gold Project;
subject to a positive outcome from the DFS on the Tengrela Gold Project, develop the Tengrela Gold Project into a profitable gold mining project; and
expand its resource base through rapid exploration of the area covered by the Company’s existing tenements and the acquisition of prospective new projects. See ‘‘ General Development and Description of Business — Strategy and Objectives ’’.

The Central Ashanti Gold Project

Unless otherwise stated, the technical information in this section in respect of the Central Ashanti Gold Project is based on the Central Ashanti Technical Report. See ‘‘ Details of the Central Ashanti Gold Project ’’.

Introduction

The Central Ashanti Gold project is located in the Central Ashanti region of Ghana, approximately 195 kilometres from the capital, Accra and approximately 57 kilometres from the regional town of Obuasi. The project comprises two mining leases, the Ayanfuri and Nanankaw mining leases (together, the ‘‘ Central Ashanti Mining Leases ’’) and the Dadieso prospecting licence (the ‘‘ Dadieso Prospecting Licence ’’), covering a total of 122.46 km[2] .

	Reserve Estimate The reserve estimate for the Central Ashanti Gold Abnabna/AF Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fobinso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Esuajah North . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fetish . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Project as at May 2009 is tabulated below: Proven Probable Mineral Mineral Total Proven and Reserves Reserves Probable Reserves Million Au Million Au Million Au Contained Tonnes (g/t) Tonnes (g/t) Tonnes (g/t) Au Ounces 18.4 1.40 6.0 1.11 24.4 1.33 1,050,000 — — 5.4 1.28 5.4 1.28 200,000 — — 11.9 1.01 11.9 1.01 400,000 — — 13.7 1.12 13.7 1.12 500,000 18.4 1.40 37.0 1.11 55.4 1.20 2,150,000

Notes:

(1) Using a cut-off of 0.5 g/t Au.

(2) For a description of the key assumptions, parameters and methods used to estimate the foregoing mineral reserves, and the extent to which the estimate of mineral reserves may be materially affected by any known environmental, permitting, legal, title, taxation, socio-political, marketing and other relevant issues, see ‘‘ Details of the Central Ashanti Gold Project ’’.

The reserve estimate set out above includes the resource estimate from the Abnabna/Fobinso, Esuajah North and Fetish deposits, currently comprising the Central Ashanti Gold Project. Phase 2 of the DFS is underway to incorporate the remaining resources, with a view to increasing reserves, mine life and project economics.

Resource Estimate

The resource estimate for the Central Ashanti Gold Project as at May 2009 is tabulated below:

Abnabna/Fobinso . . . . . . . . . . . . Esuajah North . . . . . . . . . . . . . . Esuajah South . . . . . . . . . . . . . . Fetish . . . . . . . . . . . . . . . . . . . Chirawewa . . . . . . . . . . . . . . . . Mampong . . . . . . . . . . . . . . . . . Dadieso . . . . . . . . . . . . . . . . . . Total(2) . . . . . . . . . . . . . . . . . . .	Measured Mineral Resources(1) Million Au Contained Tonnes (g/t) Au Ounces 20.0 1.3 867,000 — — — — — — — — — — — — — — — — — — 20.0 1.3 867,000	Measured Mineral Resources(1) Million Au Contained Tonnes (g/t) Au Ounces 20.0 1.3 867,000 — — — — — — — — — — — — — — — — — — 20.0 1.3 867,000	Indicated Mineral Resources(1) Million Au Contained Tonnes (g/t) Au Ounces 20.5 1.1 719,000 20.2 0.9 579,000 6.9 1.7 377,000 17.4 1.1 597,000 — — — — — — — — — 65.0 1.1 2,272,000	Inferred Mineral Resources(1) Million Au Contained Tonnes (g/t) Au Ounces 16.4 1.0 514,000 9.3 0.7 214,000 5.6 1.8 315,000 8.0 1.4 360,000 12.5 0.8 341,000 6.9 0.9 209,000 3.2 1.6 162,000 61.9 1.1 2,115,000
	Million Au Tonnes (g/t) 20.0 1.3 — — — — — — — — — — — — 20.0 1.3		Million Au Tonnes (g/t) 20.5 1.1 20.2 0.9 6.9 1.7 17.4 1.1 — — — — — — 65.0 1.1	Million Au Tonnes (g/t) 16.4 1.0 9.3 0.7 5.6 1.8 8.0 1.4 12.5 0.8 6.9 0.9 3.2 1.6 61.9 1.1

Notes:

(1) Using a cut-off grade of 0.4 g/t Au.

(2) Mineral Resources are inclusive of Mineral Reserves.

(3) For a description of the key assumptions, parameters and methods used to estimate the foregoing mineral resources and the extent to which the estimate of mineral resources may be materially affected by any known environmental, permitting, legal, title, taxation, socio-political, marketing and other relevant issues, see ‘‘ Details of the Central Ashanti Gold Project ’’.

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Economic Analysis

The following is a summary of the key parameters for an open cut mining operation with a 5.5 million tonnes per annum processing capacity at the Central Ashanti Gold Project:

Key Parameter Ore processed — tonnes @ g/t Au . . . . . . . . . . . . . . . . Strip Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mining Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Processing Recovery . . . . . . . . . . . . . . . . . . . . . . . . . . Processing Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . Administration Costs . . . . . . . . . . . . . . . . . . . . . . . . . Free Cash (EBITDA)(8) . . . . . . . . . . . . . . . . . . . . . . . IRR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NPV (8%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payback period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax paid (Ghana) . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalties paid (State) . . . . . . . . . . . . . . . . . . . . . . . . . Cash Operating cost/oz. . . . . . . . . . . . . . . . . . . . . . . . Mine Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Base Case (US$850 oz) 55.5Mt @ 1.2g/t 2.5:1 US$147.9M US$9.99/t ore, US$287/oz 90.4% US$5.31/t ore, US$153/oz US$0.95/t ore, US$27/oz US$685M 49% US$240M 1 yr 7 months US$131M US$49M US$495/oz 10.2 years	Base Case (US$950 oz) 55.5Mt @ 1.2g/t 2.5:1 US$147.9M US$9.99/t ore, US$287/oz 90.4% US$5.31/t ore, US$153/oz US$0.95/t ore, US$27/oz US$872M 64% US$337M 1 yr 3 months US$177M US$55M US$498/oz 10.2 years

Notes:

(1) Does not include management company fees or sunk costs (currently estimated at approximately US$15M). (2) Assumes a 3% government royalty. See ‘‘ Ghana — Royalty Requirements ’’ for the royalties applicable to the New Central Ashanti Mining Leases under the 2006 Mining Act, including changes thereto.
(3) Assumes corporate taxes at a rate of 25% on assessable income.
(4) Includes refining and bullion transport costs at US$3.00/oz.
(5) Mining costs include closure costs and rehabilitation costs.
(6) The fixed plant and equipment has been assigned a zero value at closure.
(7) Capital amortization has been allowed pursuant to Ghanaian law.
(8) Represents free cash over the life of the mine without giving effect to capital costs (US$147.9 million), taxes (US$131 million) and sustaining capital (US$14.8 million).

Permits

The Company must have an environmental permit before mining operations may commence at the Central Ashanti Gold Project. A draft environmental impact statement (an ‘‘ 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. The Company anticipates submitting a revised EIS by mid-February 2010. Upon and subject to approval of the final EIS, the Company will be entitled to an environmental permit, whereupon subject to the issue of several secondary permits (which are generally issued as a matter of course after the environmental permit), mining operations may commence. The Company does not believe that the nature of the comments from the EPA on the draft EIS will materially adversely affect the capital cost estimate of the Central Ashanti Gold Project or materially delay construction activities. See ‘‘ Risk Factors — Development of the Central Ashanti Gold Project Requires Environmental Permit ’’.

Recent Exploration and Drilling

In August 2009 the Company initiated a drilling program focused on:

drilling beneath the existing resources at the Fobinso, AF-Gap, Esuajah South, Fetish, Esuajah North and Chirawewa deposits to test below the limits of previous resource estimates;
infill drilling to convert inferred resources to indicated status; and

drilling a number of soil anomalies, structural targets and below a number of shallow pits from previous operators, which are as yet untested by Perseus.

Results to date indicate the potential existence of high grade mineralization at the Fobinso deposit over a substantial width. Significant intercepts reported to date include the following: (i) 127 metres at 3.1 g/t Au, including 37 metres at 6.8 g/t Au from 127 metres; (ii) 85 metres at 2.3 g/t Au; (iii) 117 metres at 1.8 g/t Au; and (iv) 93 metres at 1.9 g/t Au.

The exploration results set out in this section have been prepared under the supervision of Mr. Mark Calderwood, a ‘‘qualified person’’ under NI 43-101. Mr. Calderwood has reviewed the test data underlying the exploration results and has reviewed and approved the description of these exploration results.

For additional information on the Central Ashanti Gold Project, see ‘‘ Details of the Central Ashanti Gold Project ’’.

The Tengrela Gold Project

Unless otherwise stated, the technical information in this section in respect of the Tengrela Gold Project is based on the Tengrela Technical Report.

Introduction

The Tengrela Gold Project is located in northern Cˆote d’Ivoire, adjacent to the Mali border, approximately 700 kilometres from the commercial capital, Abidjan. The Tengrela Gold Project area is covered by two contiguous exploration permits covering an aggregate area of 876 km[2] . The Company also holds two reconnaissance authorizations covering an aggregate area of approximately 1,839 km[2] . One of these permits shares a border with the Tengrela Gold Project area.

Resource Estimate

The resource estimate for the Tengrela Gold Project as at October 2009 is tabulated below:

Sissingue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes: (1) 1.0 g/t Au cut-off.	Indicated Mineral Resources(1) Contained Tonnes Au (g/t) Au Ounces 9,630,000 1.8 572,000	Indicated Mineral Resources(1) Contained Tonnes Au (g/t) Au Ounces 9,630,000 1.8 572,000	Inferred Mineral Resources(1)	Inferred Mineral Resources(1)	Inferred Mineral Resources(1)
	Tonnes 9,630,000	Au (g/t) 1.8	Tonnes 5,500,000	Au (g/t) 1.7	Contained Au Ounces
					293,000

(2) For a description of the key assumptions, parameters and methods used to estimate the foregoing mineral resources and the extent to which the estimate of mineral resources may be materially affected by any known environmental, permitting, legal, title, taxation, socio-political, marketing and other relevant issues, see ‘‘ Details of Tengrela Gold Project ’’.

Recent Exploration and Drilling

The Tengrela Gold Project contains nine regionally significant gold anomalies, only five of which have been drill-tested, including Sissingue. The Company believes that gold mineralization remains open to the north and south of the resource area and the total strike of gold mineralization is approximately one kilometre. The Company believes that the Sissingue prospect has a strike length of at least five kilometres and is up to 800 metres wide, and multiple zones of gold mineralization have been delineated.

In the fiscal year ended June 30, 2009, the Company completed 61,130 metres of drilling at the Tengrela Gold Project, compared to 38,592 metres in the year ended June 30, 2008. A total of 26,065 metres of RC and diamond drilling and 17,671 metres of RAB drilling was completed in the six month period ending December 31, 2009. To date, the Company’s focus has been on the Sissingue prospect however drilling has recently been recommenced at Kanakono located eight kilometres to the south of Sissingue. Based on results to date, the Company intends to continue to focus on the Sissingue prospect and extend exploration drilling over the open

five kilometres strike to the north towards the previous northern limit of the prospect, to further test recent promising intercepts of mineralization.

The most significant intercepts (intermittently) over a strike length of 960 metres include the following:
26 metres at 19.5g/t Au from 24 metres including 2 metres at 232.9g/t Au from 42 metres and another intercept of 18 metres at 4.9 g/t Au from 62 metres;
open ended 94 metres at 4.0 g/t Au from 46 metres including 28 metres at 9.1 g/t Au from 68 metres;
open ended 47 metres at 3.4 g/t Au from 34 metres including 2 metres at 39 g/t Au from 60 metres;
open ended 105 metres at 6.5g/t Au from 36 metres including 48 metres at 11.3 g/t Au from 76 metres followed by 17 metres at 5.3g/t Au from 124 metres;
open ended 30 metres at 5.5g/t Au from 50 metres including 2 metres at 22.7 g/t Au from 56 metres and 4 metres at 14.2g/t Au from 76 metres to the bottom of the hole;
66 metres at 5.0 g/t Au from 2 metres downhole including 2 metres at 97.3 g/t Au from 16 metres;
63 metres at 5.1 g/t Au from 78 metres including 32 metres at 7.2 g/t Au from 92 metres;
8 metres at 5.1 g/t Au from 10 metres and 38 metres at 6.6 g/t Au from 32 metres including two metres at 110.4 g/t Au from 34 metres;
78 metres at 3.2 g/t Au from 36 metres including 24 metres at 5.3 g/t Au from 82 metres; and
8.3 metres at 2.2 g/t Au from 11.2 metres, 16.5 metres at 4.6 g/t Au from 61.5 metres and 27.8 metres at 2.0 g/t Au from 97 metres.

For additional details on the Tengrela Gold Project, see ‘‘ Details of the Tengrela Gold Project ’’.

Selected Financial Information

The following table sets forth selected financial information for and as at the end of the periods indicated. This financial information is derived from, and should be read in conjunction with, the interim unaudited and annual audited consolidated financial statements and notes thereto included elsewhere in this Prospectus. All financial information presented herein is prepared in accordance with IFRS. Perseus has not, and is not required, to provide a reconciliation of its financial statements to Canadian GAAP. See ‘‘ Selected Consolidated Financial Information ’’ and ‘‘ Management’s Discussion and Analysis ’’.

	Total Revenue . . . . . . . . . . . . . . . . . . . . . . . Net Income (loss) . . . . . . . . . . . . . . . . . . . . . Basic loss per share (cents per share) . . . . . . . Diluted loss per share (cents per share) . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . Total long-term financial liabilities . . . . . . . . . . Cash dividends declared per share . . . . . . . . .	Three Months Ended September 30, Financial Year Ended June 30, 2009 2008 2009 2008 2007 (Unaudited) (Unaudited) (Audited) (Audited) (Audited) (A$, except per share amount) 548,259 965,197 2,237,032 902,399 1,789,173 (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (1.31) (1.97) (2.53) (3.41) (0.52) (1.31) (1.97) (2.53) (3.41) (0.52) 60,626,330 11,384,163 79,876,095 19,153,491 5,390,895 136,238,340 65,666,520 145,902,844 65,792,802 27,112,332 2,819,353 2,740,227 2,874,196 2,340,094 2,750,000 — — — — —
		2009 (Unaudited) 548,259 (3,929,419) (1.31) (1.31) 60,626,330 136,238,340 2,819,353 —

The Offering

The Offering This Prospectus qualifies the distribution of 23,400,000 Subscription Receipt Shares issuable upon the conversion of the Subscription Receipts issued pursuant to the Offering. Price C$1.46 per Subscription Receipt. Gross Proceeds C$34,164,000. Use Of Proceeds After deducting the Agents’ Fee of C$2,049,840 and the expenses of the Offering estimated to be C$850,000, the net proceeds of the Offering will be approximately C$31,264,160. The Company intends to use the net proceeds from the Offering to develop the Central Ashanti Gold Project. More specifically, the net proceeds of the Offering (US$29,843,604) will be used to satisfy the Company’s obligations under the MOU (as defined below) under which Perseus has authorized US$30 million of expenditures (comprising US$6 million on design engineering, US$22 million on the supply of construction materials and US$2 million on construction works), with the balance financed from existing cash reserves.

While Perseus intends to spend further funds available to it as stated above, there may be circumstances where, for sound business reasons, a re-allocation of funds may be necessary or advisable. See ‘‘ Use of Proceeds ’’.

Risk Factors An investment in the securities of the Company should be considered highly speculative and involves significant risks that could have a material adverse effect on, among other things, the properties, business and condition (financial or otherwise) of the Company. These risk factors, together with all of the other information contained in this Prospectus, including information contained in the section entitled ‘‘ Statement Regarding Forward-Looking Information ’’, should be carefully reviewed and considered before a decision to purchase the securities of the Company is made. These risk factors include: changes in the market price of gold; the Facilities not being available in whole or in part; changes to the terms of the Facilities; unrest and political instability in West Africa; failure to obtain an environmental permit for development of the Central Ashanti Gold Project; increases in the royalty payable to the Government of Ghana; additional funding not being available as and when required; mandatory relinquishment of tenement areas; the inherent risks and dangers of exploration and mining in general; permitting and licencing risks; uncertainty in the estimation of mineral resources and mineral reserves; the lack of existing infrastructure; increases in inflation; changes to government regulation; environmental risks and hazards; the risk that Perseus may be considered a ‘‘foreign investment entity’’ under Canadian tax laws; insurance and uninsured risks; defects in the Company’s property interests; competition; exchange rate fluctuations; labour and employment risks; dependence on key personnel; litigation risks; dividends may never be declared; the imposition of restrictions on the repatriation of earnings; negative cash flow; the effectiveness of Perseus’s hedging policies; directors of the Company may be in a position of conflict; additional sales of the Ordinary Shares could decrease the trading price of such shares and dilute existing holders; the price of the Company’s shares are volatile; and it may be difficult to effect service of process on the Company’s directors, officers and others. See ‘‘ Risk Factors ’’.

CORPORATE STRUCTURE

Name, Address and Incorporation

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. Perseus’s registered and head office is located at 30 Ledgar Road, Balcatta 6021, Western Australia.

Intercorporate Relationships

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

Unless the context otherwise requires, references in this Prospectus to the ‘‘Company’’ are references to Perseus and all of its subsidiaries taken as a group.

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----- Start of picture text -----

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
22DEC200922122500
----- 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. See ‘‘ Ghana — Royalty Requirements ’’ and ‘‘ Risk Factors — Increase in Royalties Payable to 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 the Cˆote d’Ivoire.

GENERAL DEVELOPMENT AND DESCRIPTION OF THE BUSINESS

Overview

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 Project, a pre-development stage project, located in Ghana; and
an 80% interest in the Tengrela Gold Project, an advanced stage exploration project, located in Cˆote d’Ivoire.

The Company completed a DFS in July 2009 on developing a mine and associated treatment facility for the Central Ashanti Gold Project. Based on the positive outcome of the DFS, the Company anticipates commencing construction activities in early 2010 with production anticipated to commence during the third quarter of 2011.

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, 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.

Strategy and Objectives

Perseus’s overall strategy is to position itself as an emerging mid-tier West African gold producer producing 200,000 ounces of gold per year with a pipeline of potential producing assets following closely thereafter.

To that end, the Company’s principal objectives are:

to develop the Central Ashanti Gold Project into a profitable gold mining project;
to complete a DFS on the Tengrela Gold Project;
subject to a positive outcome from the DFS on the Tengrela Gold Project, develop the Tengrela Gold Project into a profitable gold mining project; and
expand its resource base through rapid exploration of existing ground and the acquisition of prospective new projects.

Perseus will continue to identify, investigate and, where appropriate, acquire tenement holdings in West Africa through direct application to government authorities, joint venture activities or acquisition from existing holders. As part of this process Perseus will undertake early-stage exploration activities to ensure an orderly and steady development of exploration targets and tenements.

Incorporation and Initial Listing

Perseus was incorporated on October 24, 2003 to acquire, explore and develop prospective gold projects. To that end, in March 2004, Perseus acquired, among others, the Grumesa Gold Project in Ghana, the Tengrela Gold Project in the Cˆote d’Ivoire and five prospective gold projects in the Kyrgyz Republic, Central Asia (the ‘‘ KR Assets ’’).

On September 22, 2004 Perseus completed its initial public offering in Australia and commenced trading on the ASX.

Central Ashanti Gold Project

In May 2006 Perseus, through its wholly-owned subsidiary Kojina Resources Ltd (‘‘ Kojina ’’), entered into an option agreement dated May 11, 2006 (the ‘‘ Central Ashanti Option Agreement ’’) with Strategic Systems Pty Ltd (‘‘ Strategic Systems ’’) to acquire all of the shares of Stratsys Investments Ltd (‘‘ SSI ’’), provided that SSI first acquired the Central Ashanti Mining Leases and the Dadieso Prospecting Licence from Ashanti Goldfields Company Limited (‘‘ AGC ’’), a subsidiary of AngloGold Ashanti Limited (‘‘ AGA ’’).

Pursuant to the Central Ashanti Option Agreement, Strategic Systems granted Kojina an exclusive option to acquire all of the shares of SSI in exchange for: (i) 2,500,000 Ordinary Shares (the actual number of shares was subsequently reduced to 1,461,554 to offset a subsequent loan by Perseus to Strategic Systems) and the grant of unlisted options to acquire an additional 2,500,000 Ordinary Shares exercisable at A$0.40 per share on or before February 28, 2009; and (ii) upon public announcement of proven and probable reserves of more than

500,000 ounces of gold from the area of the Central Ashanti Mining Leases, 2,000,000 Ordinary Shares and unlisted options to acquire an additional 2,000,000 Ordinary Shares exercisable at A$0.60 per share within two years of the date of issue. Kojina also agreed to pay Strategic Systems a royalty of 0.25% of actual gold refined from production arising from the Central Ashanti Mining Leases, the Dadieso Prospecting Licence and other mineral permits then owned by SSI.

In 2006, based on the results of a pre-feasibility study and metallurgical testwork, the Company initiated a pre-feasibility study on the Central Ashanti Gold Project in respect of the viability of a 2.5 Mtpa CIL plant operation.

On March 12, 2007, Perseus exercised its option to acquire all of the issued and outstanding shares of SSI. Completion, however, was delayed pending the assignment of the Central Ashanti Mining Leases and Dadieso Prospecting Licence by AGC to SSI.

On August 1, 2008 AGC assigned the Central Ashanti Mining Leases and Dadieso Prospecting Licence to SSI and upon receipt of all required approvals in February 2009, Perseus acquired all of the issued and outstanding shares of SSI (which was then renamed Central Ashanti Gold Limited (‘‘ CAGL ’’)).

In October 2008, Perseus announced the results of the pre-feasibility study on the Central Ashanti Gold Project, which study concluded, among other things, that a base case throughput of 4.5 Mtpa was preferable to 3 Mtpa (as initially contemplated) and commenced a DFS thereon.

On July 30, 2009, Perseus announced the results of the DFS on the Central Ashanti Gold Project and that a Phase 2 of the DFS was underway to include the resource estimates for those deposits not included in Phase 1 of the DFS.

In accordance with the Central Ashanti Option Agreement, and as a result of the announcement of Proven and Probable Mineral Reserves at the Central Ashanti Gold Project of 2.1 million ounces in July 2009, (see ‘‘ Details of the Central Ashanti Gold Project ’’), Perseus issued 2,000,000 Ordinary Shares and 2,000,000 unlisted options to purchase Ordinary Shares (at an exercise price of A$0.60 per share) to Strategic Systems on August 13, 2009.

In September 2009 Perseus submitted a draft EIS to the Ghanaian EPA 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. The Company anticipates submitting a revised EIS by mid-February 2010. Upon and subject to approval of the final EIS, the Company will be entitled to an environmental permit, whereupon subject to the issue of several secondary permits (which are generally issued as a matter of course after the environmental permit), mining operations may commence. The Company does not believe that the nature of the comments from the EPA on the draft EIS will materially adversely affect the capital cost estimate of the Central Ashanti Gold Project or materially delay construction activities. 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 ’’.

On or about November 2, 2009, Perseus entered into a Memorandum of Understanding (the ‘‘ MOU ’’) with DRA Mineral Projects (Pty) Ltd. (‘‘ DRA ’’) and Group Five Projects (Pty) Ltd. (‘‘ Group Five ’’ and together with DRA, ‘‘ CAJV ’’) for construction of the Central Ashanti Gold Project processing facility on a lump sum turn-key basis. Pursuant to the MOU the parties agreed to enter into further agreements relating to: (i) design engineering works and services; (ii) supply of plant, structural steel, platework and construction materials; and (iii) provision of all earth, civil and construction works, in each case, for the Central Ashanti Gold Project. To that end, the parties, or affiliates thereof, entered into a ‘‘heads of agreement’’ in respect of each such aspect of development of the Central Ashanti Gold Project. Under the heads of agreement, Perseus authorized CAJV to enter into binding contracts and arrangements with suppliers and sub-contractors and manufacturers to perform and make purchases of up to an aggregate of US$30,000,000.

On November 18, 2009 the Minister of Finance and Economic Planning tabled a bill entitled Minerals and Mining (Amendment) Act, 2009 , which if enacted would impose a flat mineral royalty of 6% of total revenue from mining operations. The bill is currently being considered by Parliament. The Company cannot estimate

when the bill will become effective, if at all. See ‘‘ Risk Factors — Increase in Royalties Payable to the Government of Ghana ’’.

On December 31, 2009, the Minerals Commission of Ghana (the ‘‘ Minerals Commission ’’) granted two new mining leases with a 15 year initial term, replacing the Central Ashanti Mining Leases, which were scheduled to expire in June 2010. The new mining leases must be ratified by Parliament in due course. In practical terms, mine development and operations activity may commence after grant of a mining lease by the Minister (as defined below), subject to receipt of environmental permits from the EPA. See ‘‘ Risk Factors — Permitting and Licencing ’’.

Tengrela Gold Project

The Tengrela Gold Project is composed of two exploration permits (i) the Tengrela east exploration permit (‘‘ Tengrela Exploration Permit RP145 ’’ or ‘‘ Tengrela East ’’); and (ii) the Tengrela south exploration permit (‘‘ Tengrela Exploration Permit RP146 ’’ or ‘‘ Tengrela South ’’).

Tengrela South and Tengrela East are governed by a joint venture agreement dated September 29, 1997 (the ‘‘ Tengrela Joint Venture Agreement ’’) between Occidental Gold (Ivory Coast) SARL (‘‘ Occidental Ivory Coast ’’), an indirect wholly-owned subsidiary of Afminex Limited (‘‘ Afminex ’’), as to a 90% interest and Societe Miniere De Cˆote d’Ivoire (‘‘ SOMICI ’’), as to a 10% interest.

Tengrela East is also subject to a royalty agreement dated June 22, 2002 among Occidental Ivory Coast, Leo Resources SARL (‘‘ Leo ’’, and at the time, a wholly owned subsidiary of Occidental Ivory Coast) and Le Groupement des Hommes d’Affaires Ivoriens (the ‘‘ Ivorian Partners ’’), pursuant to which Occidental Ivory Coast effectively granted the Ivorian Partners a royalty of US$0.80 per ounce of refined gold produced from Tengrela East.

Perseus acquired its interest in the Tengrela Gold Project pursuant to a deed of assignment of debt and share sale deed, both dated March 2, 2004 (together, the ‘‘ Tengrela Purchase Agreement ’’) pursuant to which: (i) Afminex assigned to Perseus a US$1.9 million debt owed to Afminex by Occidental Ivory Coast for consideration consisting of 16 million Ordinary Shares of Perseus; (ii) Afminex sold all of the shares of Occidental Gold Pty Ltd (which in turn holds all of the shares of Occidental Ivory Coast) to Perseus for nominal consideration; and (iii) Perseus granted Afminex a royalty of 0.5% of the value of all minerals recovered from the Tengrela Gold Project, less transportation, smelting, treatment and refining costs.

Under the terms of the Tengrela Joint Venture Agreement, Occidental Ivory Coast is also obliged to fund development costs and is entitled to recover those costs (plus interest on costs after completion of a feasibility study) on a priority basis from mine profits. The agreement contemplates that Occidental Ivory Coast may obtain external project finance to develop the mining project. The agreement sets out the basis on which the joint venture is to apply net profits after tax and the deduction of expenses until Occidental Ivory Coast has recovered its costs in full. After satisfying all other legal obligations and commitments (including scheduled external loan repayments), if there are surplus funds, 2% of the net after-tax profits shall be distributed to SOMICI and the balance to Occidental Ivory Coast until Occidental Ivory Coast is reimbursed in full its prior expenditures plus interest. Further profits are distributed, as to 10% to SOMICI and as to 90% to Occidental Ivory Coast.

In May 2008, Perseus, through its subsidiary, Occidental Ivory Coast entered into an option agreement with SOMICI (the ‘‘ 2008 Tengrela Option Agreement ’’), pursuant to which SOMICI granted an option to Occidental Ivory Coast to acquire a further 3% interest in the Tengrela Gold Project, and Occidental Ivory Coast made an unsecured, interest-free loan in the amount of US$150,000 to SOMICI. Occidental Ivory Coast may exercise the option by notice to SOMICI within 60 days after the completion of a bankable feasibility study in respect of the Tengrela Gold Project. The purchase price for the 3% interest is US$0.45 per ounce of gold (or equivalent) stated to be a reserve in the feasibility study, less any outstanding amount of the US$150,000 loan. If the option is not exercised, the outstanding balance of the loan is offset against any proceeds arising from mining operations at the rate of 50% of the amount payable to SOMICI pursuant to the Tengrela Joint Venture Agreement.

In June 2008, Perseus was granted two new reconnaissance authorizations in respect of the area partially adjoining the Tengrela Gold Project, covering an aggregate of 1,839 km[2] .

In November 2008, Perseus announced the initial resource estimate for the Tengrela Gold Project consisting of 3,588,000 tonnes of Indicated Mineral Resources and 4,850,000 tonnes of Inferred Mineral Resources, using a cut-off grade of 1.5 g/t gold. See ‘‘ Details of Tengrela Gold Project ’’. On February 9, 2009, Perseus announced the positive results of the pre-feasibility study on the Tengrela Gold Project.

In April 2009 the Government of the Cˆote d’Ivoire granted a third renewal of the Tengrela South and Tengrela East exploration permits. The renewal, dated April 21, 2009 and effective November 20, 2008, extended Perseus’s right to explore the area of Tengrela South and Tengrela East until November 19, 2011.

In May 2009 Occidental Ivory Coast and SOMICI terminated the 2008 Tengrela Option Agreement and entered into an option agreement dated May 20, 2009 (the ‘‘ 2009 Tengrela Option Agreement ’’), pursuant to which: (i) Occidental Ivory Coast’s option to acquire a further 3% interest in the Tengrela Gold Project was increased to 5%; (ii) SOMICI was granted a further US$200,000 unsecured, interest-free loan; and (iii) the purchase price for the aforesaid 5% interest was US$0.80 per ounce of gold stated to be a reserve in the feasibility study, less any amount of the US$200,000 loan outstanding and the US$150,000 loan granted under the 2008 Tengrela Option Agreement.

In October 2009, the Company announced its intention to proceed with a DFS on the Tengrela Gold Project.

Grumesa Gold Project

The Grumesa Gold Project was established under the terms of a joint venture agreement dated January 30, 1997 between Leo Shield Exploration Ghana Limited (‘‘ LSEGL ’’, then a wholly owned subsidiary of Afminex) and IGR Exploration Ghana Limited (‘‘ IGR ’’).

On July 21, 1998 AGC acquired IGR’s 20% interest in the Grumesa joint venture. On March 2, 2004 LSEGL transferred its 80% interest in the joint venture to Sun Gold Resources Ltd (‘‘ Sun Gold ’’) for US$250,000 and other consideration, including the grant of a royalty to Afminex of 0.5% of the value of all minerals recovered from the Grumesa prospecting licence, less transport and refinery costs. Concurrently, Perseus acquired all of the outstanding shares of Sun Gold from Afminex. In June 2004, AGC sold its 20% interest in the Grumesa joint venture to Perseus for US$140,000. As a result, Perseus has a 100% interest in the Grumesa Project, subject to statutory 10% interest in favour of the Government of Ghana.

In September 2006, based on the results of a pre-feasibility study and metallurgical testwork, the Company initiated a pre-feasability study on the Grumesa Gold Project in respect of the viability of a 2 Mtpa heap leach operation.

In February 2007, the Company purchased heap leach plant and equipment for the Grumesa Gold Project.

In September 2007, the pre-feasibility study in respect of the viability of a 2 Mtpa heap leach operation at the Grumesa Gold Project concluded that at then prevailing gold prices the Grumesa Gold Project should be considered a satellite operation to a larger mine at the Central Ashanti Gold Project.

There have been no material developments at the Grumesa Gold Project since 2007.

Interest in Manas Resources

In July 2008, Perseus transferred its KR Assets to Manas, which concurrently listed on the ASX. As consideration for the KR Assets, Perseus was issued ordinary shares of Manas representing approximately 42% of the then issued and outstanding shares of Manas and the shareholders of Perseus of record as of January 18, 2008 were given priority rights to participate in Manas’s initial public offering.

Perseus now holds 33,333,335 shares of Manas representing approximately 28% of the issued and outstanding shares of Manas. On January 27, 2010, the closing price of the Manas ordinary shares on the ASX was A$0.13.

Financing

In June 2009, the Company completed a A$75 million capital raising pursuant to a private placement of 71,000,000 Ordinary Shares at a price of A$0.82 per share for gross proceeds of A$58,302,000 to Australian and North American placees. At the same time, the Company completed a 1:10 rights issue to existing shareholders raising gross proceeds of A$17 million.

On August 26, 2009, Perseus purchased European gold puts (the ‘‘ Puts ’’) for the delivery of 100,000 ounces of gold in 2012 and 2013 for US$9.1 million. The Puts represent approximately 22% of planned production from the Central Ashanti Gold Project during that period and will permit the Company to sell gold at US$850 per ounce should the prevailing price be less, or at prevailing spot prices if they are higher.

On November 10, 2009, Perseus completed the Offering. Upon satisfaction of the Release Conditions, the Subscription Receipts issued pursuant to the Offering will be automatically converted into Subscription Receipt Shares, and the Escrowed Funds, less the Agents’ Fee, will be released to the Company pursuant to the terms of the Subscription Receipt Agreement and as described in this Prospectus. See ‘‘ Plan of Distribution’’.

In November 2009, CAGL, as borrower and Perseus and Kojina as guarantors, entered into an engagement letter (the ‘‘ Mandate Letter ’’) with Macquarie Bank Limited (‘‘ Macquarie ’’) 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 (which may be reduced, at the request of CAGL, to not less than US$65 million) (the ‘‘ Facility Amount ’’ or the ‘‘ Project Loan Facility ’’) and an associated gold hedging facility of up to 600,000 ounces of gold (the ‘‘ Hedging Facility ’’, and together with the Project Loan Facility, the ‘‘ Facilities ’’) for the purpose of developing the Central Ashanti Gold Project on the terms set out in the indicative letter of offer (‘‘ ILO ’’) attached to the Mandate Letter.

The Mandate Letter provides 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. Until that date, none of CAGL, Perseus and Kojina may negotiate or take other steps to locate alternative financing arrangements to fund the construction of the Central Ashanti Gold Project.

Either Lender may terminate the Mandate Letter upon notice to the other Lender and to CAGL.

Pursuant to the ILO, and subject to the terms of the Committed Offer, the material terms and conditions of the Facilities are expected to include the following:

(a) a right in favour of the Lenders (exercisable for a period of up to six months from the date the Facilities are first utilized) to adjust the margin, subject to certain limits, in respect of only a portion of the Facilities, if there is a material disruption in financial markets and if the Lenders determine that such changes are necessary to achieve syndication;
(b) an equity contribution to the Company sufficient to fund the difference between the funds required to develop the Central Ashanti Gold Project and the Facility Amount;
(c) interest and fees on the Project Loan Facility on a LIBOR basis plus a margin of 3.75% per annum prior to completion of the Central Ashanti Gold Project and 3.25% per annum following completion;
(d) payment by CAGL of a facility fee, an arrangement fee, an annual undrawn line fee (based on the amount of any undrawn amounts) and an annual agency fee;
(e) repayment of the Project Loan Facility in 18 quarterly instalments, which repayment schedule may be revised upon completion of legal and financial due diligence by the Lenders;
(f) prepayment of some or all of the Project Loan Facility from time to time after the first anniversary of initial drawdown, without penalty (except for break cost associated with the fixing of the interest rate); and
(g) application of 25% of each dividend and shareholder loan payment against the Project Loan Facility as a mandatory prepayment.

The Hedging Facility consists of U.S. dollar denominated gold forwards and options with a volume limit of up to 600,000 ounces of gold at a price and structure acceptable to Macquarie.

Under the terms of the ILO, the obligations of CAGL in respect of the Facilities will effectively be secured by all (or substantially all) of the Company’s interest in the Central Ashanti Gold Project. In addition Perseus and Kojina shall guarantee CAGL’s obligations, and grant security for such guarantee.

The conditions precedent to the advance of funds under the Facilities are expected to be customary for project financings of this nature and may include: (i) confirmation of an equity contribution to the Company sufficient to fund the difference between the funds required to develop the Central Ashanti Gold Project and the Facility Amount which, to the extent required, the Company expects to satisfy using its cash reserves or the proceeds of a further equity financing; and (ii) in the case of the Project Loan Facility, a loan life cover ratio of 1.5 and a debt service cover ratio of 1.4. See ‘‘ Risk Factors — Project Facility May Not Be Available ’’.

Pursuant to the ILO, and subject to the terms of the Committed Offer, the Facilities are expected to be subject to covenants similar to those found in arms length secured financings and hedging arrangements of this nature including covenants:

(a) not to commit more than 70% of the payable gold production from the Mineral Reserves of the Central Ashanti Gold Project at any one time under forward sales contracts or similar financial arrangements without prior consent;
(b) not to incur indebtedness or grant security except as specifically permitted;
(c) from commencement of operation at the Central Ashanti Gold Project, to maintain minimum liquid funds in excess of the greater of the next month’s budgeted operating costs, trade creditors and accruals;
(d) to provide certain operational information and notices to the Lenders in respect of the Central Ashanti Gold Project;
(e) not to reduce its interest, directly or indirectly, in the Central Ashanti Gold Project, dispose of gold or gold bearing material which would prevent fulfillment of its obligations under the Facilities, and not to transfer or dispose of assets with an aggregate market value of greater than US$1,000,000 in any calendar year (in the case of CAGL) and US$2,000,000 in any calendar year (in the case of Perseus) without prior consent;
(f) to maintain all necessary mining leases, licenses, tenements, permits and approvals in respect of the Central Ashanti Gold Project in good standing;
(g) to maintain a minimum loan life cover ratio of 1.30 and a minimum debt service cover ratio of 1.10;
(h) not to enter into additional hedging arrangements with any other parties; and
(i) not to pay dividends before satisfaction of a financier’s completion test of the Central Ashanti Gold Project.

Events of default are expected to include, without limitation, failure to make payments under the Facilities when due, default under any other facility providing funds in excess of US$2,000,000 (unless disputed in good faith), a material adverse effect, breach of any representation, warranty or covenant (subject in certain cases to a cure period), the bankruptcy or insolvency of any of Perseus, Kojina or CAGL, the loan documentation becoming wholly or partly void or unenforceable, the Central Ashanti Gold Project being abandoned or placed on care or maintenance or being subject to an unscheduled stoppage for more than seven consecutive days (with certain exception for force majeure events) and failure to remedy an ‘‘Event of Review’’ (as defined below). An ‘‘Event of Review’’ has been defined in the ILO to include a change of control of any of Perseus, Kojina or CAGL, change in the key management personnel without satisfactory replacement, the cost of completing the Central Ashanti Gold Project exceeding available financing, delisting of Perseus from the ASX or TSX or a suspension in the trading of its securities thereon for more than 10 business days, failure to complete the project by June 30, 2012, aggregate gold production falling below 80% of that forecast in the annual operating budget or

operating costs exceeding 120% of those forecast in the annual operating budget, in each case, in any consecutive three month period, or failure to achieve first gold pour by July 31, 2011.

Specialized Skill and Knowledge

Most aspects of Perseus’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, exploration and development, environmental issues and accounting. The Company has a number of employees with extensive experience in mining, geology, exploration and development in West Africa.

Business Cycle

The Company is an exploration and development corporation, currently focused on gold. As a result, gold prices can have a direct impact on the Company’s business. Declining prices can, for example, impact operations by requiring a re-assessment of the feasibility of a particular project. See ‘‘ Risk Factors — Price of Gold ’’ and ‘‘ Risk Factors — Currency Fluctuations ’’.

Environmental Protection

The operations of the Company are primarily located within Ghana and Cˆote d’Ivoire, West Africa and are subject to laws and regulations concerning the environment. The Company is required to submit and adhere to environmental plans lodged in relation to all its licence areas. The financial and operational effects of environmental protection requirements on capital expenditures, earnings and the competitive position of Perseus are not expected to be material during the current financial year. However, environmental protection requirements may cause additional capital expenditures, reductions in earnings and affect the competitive position of Perseus in the future.

As at September 30, 2009 and December 31, 2009, the Company had US$2.25 million held in bank deposits, subject to a lien, as collateral for a bank guarantee issued to the Ghanaian EPA in relation to environmental rehabilitation provisions concerning the prior operation of the Central Ashanti Gold Project by others. See ‘‘ Risk Factors — Environmental Risks and Hazards ’’.

Environmental Policies

The Company seeks to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws, policies, regulations and plans and conducts extensive on-going operation, to keep any environmental impacts to a minimum and to rectify or rehabilitate those that necessarily occur as part of the exploration programmes conducted. See ‘‘ Risk Factors — Environmental Risks and Hazards ’’.

Employees

As at the date of this Prospectus, the Company had four full time employees at its office in Perth, 133 employees in Ghana and 50 employees in Cˆote d’Ivoire.

Foreign Operations

The Company is incorporated under the laws of a foreign jurisdiction and resides outside of Canada. In addition, the Company’s projects are located in West Africa and as such, are exposed to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction. See ‘‘ Risk Factors — Political Stability in West Africa ’’.

Competitive Conditions

Perseus’s mineral exploration and development business is competitive with other entities engaged in the same business. Perseus competes with a number of other entities in the search for and the acquisition of mineral properties. As a result of this competition, the majority of which is with companies with greater financial resources than Perseus, Perseus may be unable to acquire attractive properties in the future on terms it considers acceptable. Perseus also competes for financing with other resource companies, most of whom have greater

financial resources and/or more advanced properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to Perseus. See ‘‘ Risk Factors — Competition .’’

GHANA

Location, Population and Economy

Ghana is situated in West Africa, immediately north of the equator and on the Greenwich meridian. Ghana is bordered to the north and northwest by Burkina Faso, to the east by Togo, to the south by the Atlantic Ocean, and to the west by Cˆote d’Ivoire (Ivory Coast). Formerly a British colony known as the Gold Coast, Ghana was the first nation in sub-Saharan Africa to achieve independence, in 1957.

Ghana has a total area of approximately 239,000 square kilometres. Its capital city is Accra, and other major centres include Kumasi, Tema, Tamale and Sekondi-Takoradi. Its population is estimated at 23.9 million people.

Mineral Rights and Mining in Ghana

The right to explore for minerals and to develop a mine are regulated by the Minister of Lands, Forestry and Mines (the ‘‘ Minister ’’) through the Minerals Commission, a governmental organization designed to promote and control the development of Ghana’s minerals in accordance with the Minerals and Mining Act, 2006 (the ‘‘ 2006 Mining Act ’’).

The 2006 Mining Act provides that concessions granted under the predecessor legislation, the Minerals and Mining Law, 1986 (the ‘‘ 1986 Mining Law ’’) would continue to be governed by that statute for a period of five years following passage of the 2006 Mining Act.

Under the laws of Ghana, mining may only be carried out by bodies corporate or partnerships registered or established under the laws of Ghana. There are three types of mining rights in Ghana: reconnaissance licences, prospecting licences and mining leases. These rights are acquired by making an application to the Minister through the Minerals Commission. Under the 2006 Mining Act the grant of these rights is discretionary, however, in practice applications are generally considered on a first-come-first-serve basis.

The holder of a reconnaissance licence has the exclusive right to carry out reconnaissance for the minerals specified in the licence and to conduct other ancillary or incidental activity within the area covered by the licence. The holder of a reconnaissance licence also has the right to install camps and temporary buildings, but is not permitted to engage in drilling or excavation.

A prospecting licence grants the exclusive right to explore for a particular mineral in a selected area for an initial period not exceeding three years. The holder of a prospecting licence has the right to make boreholes and excavations, install camps and conduct other incidental activities. The licence holder also has the right to conduct such geographic and geophysic investigations in the area of the licence as it considers necessary to confirm the existence of an adequate quantity of geologically proven and mineable reserve of gold. The holder of a prospecting licence is required to commence prospecting activities within three months of issue of the licence. The terms and conditions of a prospecting licence include marking out the prospecting area in a prescribed manner; advising the Minerals Commission of any discovery within 30 days of the date of discovery; expending the amount specified in the licence and submitting reports as and when specified; repairing any damage caused by its activities (including filling boreholes and removing camps); and employing and training Ghanaian personnel.

The rights granted by a prospecting licence are subject to certain restrictions imposed by land owner rights including cattle grazing and land cultivation. The holder of a prospecting licence must not hinder or prevent members of the local population from exercising customary rights and privileges in or over a licenced area (including hunting, gathering firewood and collecting snails). The licence holder may however make arrangements with the local landowners for a waiver of these rights, which may include compensation. The compensation may be for deprivation for the use of the land, loss or damage to immoveable properties, loss of expected income (if the land is cultivated) but may not include compensation for access to the land, the value of

any mineral derived therefrom or loss or damage that is not capable of being assessed according to applicable legal principles.

The holder of a prospecting licence must obtain the prior consent of the Minister prior to conducting any operations (i) within twenty metres of any building, installation, reservoir, dam, public road, railway or any area appropriated for a railway; and (ii) in any area occupied by a market, burial ground, cemetery or within a town or village or an area set aside for, used, appropriated or dedicated to a public purpose.

The holder of a prospecting licence must surrender, upon renewal, not less than 50% of the area covered by the licence, provided that any such surrender would not leave the licence holder with less than 125 blocks (with one block representing 21 hectares of land).

Prospecting licences may be converted into mining leases upon application and the applicant is not required to provide evidence that a mineral exists in commercial quantities. The area covered by a mining lease shall not be less than 21 hectares representing one block and not more than 300 contiguous blocks.

A mining lease confers upon the holder the right to mine for the specified mineral and undertake any operations that are directly or indirectly necessary or incidental thereto. A mining lease is granted for an initial term of up to 30 years and may be renewed for a further period of 30 years. Upon ministerial approval, the holder of a mining lease may suspend operations for a period not exceeding 12 months.

On November 17, 2009, the Minerals Commission recommended the grant of new mining leases (the ‘‘ New Central Ashanti Mining Leases ’’), replacing the Central Ashanti Mining Leases issued under the 1986 Mining Law expiring in June 2010. The New Central Ashanti Mining Leases were subsequently granted on December 31, 2009. The New Central Ashanti Mining Leases were granted under the 2006 Mining Act and have a term of fifteen years (commencing December 31, 2009), which the Company believes will be adequate, given the mine life of the Central Ashanti Gold Project, currently estimated at approximately 10 years. The New Central Ashanti Mining Leases should be ratified by Parliament in due course. In practical terms, mine development and operations activity may commence after grant of a mining lease by the Minister, subject to receipt of environmental permits from the EPA. See ‘‘ Risk Factors — Permitting and Licencing ’’.

The holder of a mining lease is not required to meet minimum exploration expenditures but is required to submit quarterly, half-yearly and annual reports of the results of its activities and pay ground rent.

The Minister may enter into a stability agreement with the holder of a mining lease to ensure that, for a period of 15 years, the licence holder will not be adversely affected by any new enactment, regulation or order (including those relating to the payment of customs duties, royalties and taxes).

A mineral right may be cancelled if the holder fails to make payments when due, becomes insolvent or bankrupt, makes a false statement or becomes ineligible to apply for a mineral right.

Government Free Carried Interest

The Government of Ghana is granted a 10% free carried interest in all mining operations and has no obligation to contribute to development or operating expenses. This 10% carried interest also entitles the Government of Ghana to a pro-rata share of future dividends.

Royalty Requirements

Under the 1986 Mining Law, the holder of a mining lease is required to pay, quarterly, a royalty of not less than 3% and not more than 12% of total mining revenues. The royalty is 3% when the operating ratio is 30% or less, and the royalty increases 0.225% for each 1% increase in operating ratio until the royalty reaches a maximum of 12% at an operating ratio of 70%.

Under the 2006 Mining Act, the holder of a mining lease is required to pay, quarterly, a royalty of not less than 3% and not more than 6% of total mining revenues. The Government of Ghana determines the royalty rate each year based on the ratio that the operating margin bears to the value of gold produced from a mining lease in that year. Based on draft regulations, the royalty is 3% when the operating ratio is 30% or less, and increases to 0.075% for each 1% increase of the operating ratio to a maximum of 6% at an operating ratio of 70%.

The Central Ashanti Mining Leases were subject to the 1986 Mining Law however the New Central Ashanti Mining Leases are subject to the 2006 Mining Act.

Environmental Regulations

All environmental matters in Ghana, including those related to mining, are regulated by the Environmental Protection Agency Act , 1994 and the Environmental Assessment Regulations, 1999 , administered by the Ghanaian EPA and which govern environmental impact statements, mine operations and mine closures and reclamation.

Persons proposing to undertake the mining and processing of minerals are required to register their activities with the EPA and obtain an environmental permit prior to commencing such activities. Additionally, no person may commence activities in respect of an undertaking, which in the opinion of the EPA, has, or is likely to have an adverse effect on the environment or public health unless, prior to the commencement thereof, the undertaking has been registered with the EPA and an environmental permit has been issued by the EPA in respect of the undertaking. See ‘‘ Risk Factors — Development of the Central Ashanti Gold Project Requires Environmental Permit ’’.

An EIS and baseline study of the EIS must be submitted to the EPA prior to issuance by the EPA of any environmental permit where the undertaking is the mining and processing of minerals in areas if the mining lease covers a total area in excess of 10 hectares. Each environmental permit is valid for a period of 18 months from the date of issue. 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.

After the approval of the EIS, an environmental management plan, in respect of operations must be submitted within 18 months of commencing operations and every three years thereafter.

Failure to commence operations within the prescribed time period renders the environmental permit invalid and the applicant is required to resubmit an application to the EPA, together with reasons for the new application.

After commencing mining operations, the applicant is required to apply for an environmental certificate that may be issued subject to terms and conditions. The environmental certificate must be obtained within 24 months from the commencement of operations. An environment certificate will not be issued by the EPA until the person responsible for the application has submitted evidence or confirmation of the actual commencement of operations, acquisition of other required permits and approvals and compliance with mitigation commitments provided for in either the EIS or preliminary environmental report. Mining companies are also required to submit annual environmental reports in respect of mining operations.

Perseus submitted a draft EIS to 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. The Company anticipates submitting a revised EIS by mid-February 2010. Upon and subject to approval of the final EIS, an environmental permit will be issued to the Company. The Company does not believe that the nature of the comments from the EPA in the draft EIS will materially adversely affect the capital cost estimate of the Central Ashanti Gold Project or materially delay construction activities.

COTE D’IVOIRE[ˆ]

Location, Population and Economy

Cˆote d’Ivoire is located in West Africa, bordering the Atlantic Ocean, between Ghana and Liberia, and surrounded inland by Guinea, Mali and Burkina Faso from the north west to the north east.

Cˆote d’Ivoire has a total area of approximately 322,462 km[2] . The capital city is Yamoussoukro, however the city of Abidjan is the commercial and administrative center. Its population is estimated to be approximately 20 million people.

Cˆote d’Ivoire’s climate is tropical along the coast and semi-arid in the far north. There are three seasons, warm and dry (November to March), hot and dry (March to May), and hot and wet (June to October).

Mineral Rights and Mining in Cˆote d’Ivoire

The right to explore for minerals and develop a mine are regulated by the Council of Ministers through Law no. 95-553 of July 18, 1995 (the ‘‘ Mining Code ’’), decree no. 96-634 of August 9, 1996 implementing the Mining Code, ordinance no. 96-600 of August 9, 1996 relating to the mining activities, taxes and procedures of the Mining Code and the establishment of rehabilitation reserve funds. The Mining Code is administered by the Ministry of Mining and Energy (the ‘‘ Minister of Mining ’’).

Under the Mining Code, all minerals and mineral waters are the property of the State. No person, whether a national or foreign, is authorized to undertake or conduct any activity governed by the Mining Code and the related procedures relating to environmental rehabilitation reserve funds, without the appropriate permit.

Other than prospecting and reconnaissance authorizations, the Mining Code provides for two mining rights or titles: exploration permits and mining permits.

No legal entity is entitled to hold a mining title unless it is registered with the Cˆote d’Ivoire trade register and has not been placed in receivership or been declared bankrupt. Also, no natural person may acquire a direct or indirect interest in a mineral title or authorization unless he is in full possession of his civil rights.

Prospecting and Reconnaissance Authorization

A prospecting and reconnaissance authorization confers upon the holder thereof the non-exclusive right to prospect within the entire area of one or more administrative departments. A prospecting and reconnaissance authorization does not confer upon the holder thereof any particular right to obtain a mineral title, or any right to dispose of mineral substances acquired from prospecting activities, on a commercial basis. The term of a prospecting and reconnaissance authorization is one year and may be renewed. A prospecting and reconnaissance authorization may not be assigned, transferred or sublet.

Exploration Permit

An exploration permit is granted by decree of the Council of Minister upon recommendation of the Minister of Mining, on submission of an application in accordance with the applicable requirements of the Mining Code.

A holder of an exploration permit has the exclusive right to explore for minerals within the perimeter (surface and depth) of a specified area and dispose of products extracted during exploration.

The holder of an exploration permit must begin exploration activities within one year from the effective date of the permit.

The term of an exploration permit must not exceed ten years, consisting of four distinct terms, being an initial term of three years, two successive two year terms, and an exceptional renewal of up to three years. If the holder of the exploration permit satisfies its obligations and complies with the Mining Code during the initial term, renewals are automatically granted. Renewal may be refused if the holder of the exploration permit fails to satisfy its commitments relating to the general work program or the minimum financial expenditure. At each renewal of the exploration permit, 50% of the area held must be relinquished.

The exploration permits held by Perseus in respect of the Tengrela Gold Project (namely, Tengrela East and Tengrela South) were reduced upon renewal in April 2001. Upon application by Perseus, subsequent renewals have been effected without any requirement to reduce the area covered thereby.

Exploration permits may be assigned, or transferred to another mining operator subject to the prior approval of the Minister of Mining and compliance with the conditions imposed by applicable regulation. Provided that the holder of the exploration permit has satisfied its obligations under the Mining Code and has submitted an application for title in conformity with the applicable regulation and meets the requirement of such regulation, the Minister of Mining’s consent to transfer cannot be refused.

An exploration permit may be revoked or limited without right of indemnity or compensation upon notice requiring the holder or operator to remedy a default within 60 days, and failure of the holder to do so. Such defaults entitling service of notice of revocation are limited to matters involving worker safety and health, delay or suspension of exploration activity for a period of more than one year without valid reason, disqualification of the title holder, the failure to comply with directions of a mining engineer, unauthorized transfer or assignment of the exploration permit, the failure to pay duties or taxes, and the failure to maintain and restore the site during exploration.

Mining Permit

A holder of a mining permit has the exclusive right to extract minerals within the perimiter, surface and underground boundaries of a specified area. The Council of Ministers on the recommendation of the Minister of Mining issues decrees granting mining permits to holders of exploration permits who have furnished evidence of existence of a mineral deposit within the area of the exploration permit and after a public inquiry. An application for a mining permit must be made within 60 days prior to the expiration of the term of the relevant exploration permit.

A mining permit holder also has the right to transport or cause to be transported mineral substances extracted, extracts and primary derivatives thereof, and metals and alloys of these substances, to storage, processing or loading sites, for disposal and/or export to local or external markets.

The initial term of a mining permit must not exceed 20 years, but application may be made to renew the permit at the end of the initial period. The Republic of Cˆote d’Ivoire has a 10% free carried interest in any mining venture undertaken pursuant to a mining permit for the life of the mine, which interest may not be diluted or otherwise decreased. In the case of Perseus, this 10% free carried interest would result in the issue of 10% of the outstanding shares of Occidental Gold (Ivory Coast) SARL or of any mining company created by Perseus for the purpose of exploiting the Tengrela deposit to the Republic of Cˆote d’Ivoire.

The holder of a mining permit must commence mining works on the deposit within two years after the date of grant. The holder may postpone mining works during a period of up to five years on the grounds of temporary unfavourable commercial conditions or a sudden decline in the market price for the relevant mineral.

The holder of a mining permit must meet certain minimum expenditure requirements. See ‘‘ Details of the Tengrela Gold Project — Property Description and Location ’’.

The Minister of Mining may revoke a mining permit without right of indemnity or compensation upon notice requiring the holder or operator to remedy a default within 60 days, and failure of the holder to do so. Such defaults entitling service of notice of revocation are limited to matters involving worker safety and health, delay or suspension of exploration works for more than one year without valid reason, disqualification of the title holder, delay or suspension of the preliminary exploitation activities or mining for more than two years, without approval, and for reasons other than adverse market conditions. The failure to comply with directions of a mining engineer, unauthorized transfer or assignment of the mining permit, the failure to pay duties or taxes, and the failure to maintain and restore the site during mining works.

Royalty Requirements

In addition to the taxes provided for the General Taxation Code, the holder of a mineral title shall be required to pay: (i) a non-refundable fixed duty, (ii) an annual land rent, (iii) an ad-valorem or proportional tax

which is based on the gross revenue from minerals produced, after deduction of transportation and refining or smelting costs, and (iv) a tax on additional profits exceeding the remuneration rate of investments after corporate income tax. The remuneration rate of investment is defined in the allotment of mining title as between two and three times LIBOR.

Environmental Regulations

Environmental reserves and monitoring

A holder of a mining permit must establish a reserve fund for the rehabilitation and restoration of the site upon completion of mining activities. The amount required to be deposited annually to such fund are determined in accordance with a schedule set by the Minister of Mining and are deductible from industrial and commercial profits ascribed to the mining operation.

The Mining Code requires the periodic monitoring of mining sites to verify the health and well-being of neighbouring populations. Monitoring is performed by the mining permit holder, at its expense, within the framework of its environmental management program, as approved by the Minister of Mining. Monitoring is also performed by the Minister of Mining, and if required, by international agencies experienced in the area designated by the Minister of Mining, at the expense of the administering authority. In the event of pollution exceeding normal tolerance the costs related to inspections, future verifications and consequential fines are borne by the holder of the mining permit.

Environmental Impact Study

A complete environmental impact study and a program for environmental management must be prepared, and submitted for the approval of the mining authorities and the authorities responsible for the environment before conducting any mining operations.

DETAILS OF THE CENTRAL ASHANTI GOLD PROJECT

Unless otherwise stated, the information that follows relating to the Central Ashanti Gold Project is derived from, and in some instances is an extract from, the Central Ashanti Technical Report.

Property Description and Location

As illustrated below, the Central Ashanti Gold Project is located in Ghana, West Africa, approximately 57 kilometres to the south-west of the regional town of Obuasi and 195 kilometres west-north-west of the capital Accra, between 1�50’00’’ west and 2�00’00’’ west and 5�48’49’’ north and 6�00’00’’ north.

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The Central Ashanti Gold Project comprises two mining leases: (i) the Ayanfuri mining lease (49.2 km[2] ), identified by PL 6/15; and (ii) the Nanankaw mining lease (43.93 km[2] ), identified by PL 6/15 (together, defined as the ‘‘ Central Ashanti Mining Leases ’’) and the Dadieso Prospecting Licence, identified by PL 6/15 (29.33 km[2] ). Together, the Central Ashanti Mining Leases and the Dadieso Prospecting Licence occupy a total aggregate land area of 122.46 km[2] .

The Ayanfuri mining lease (PL 6/15) is registered in the name of CAGL (previously SSI), a wholly-owned indirect subsidiary of Perseus and was originally granted on June 4, 1994. On June 23, 2009 the Ayanfuri mining lease was extended to June 22, 2010.

The Nanankaw mining lease (PL 6/15) is also registered in the name of CAGL and was originally granted on June 7, 1994. On June 23, 2009 the Nanakaw mining lease was extended to June 22, 2010.

See ‘‘ Ghana — Mineral Rights and Mining in Ghana ’’ for a description of the New Central Ashanti Mining Leases, which have replaced the Central Ashanti Mining Leases described above with effect from December 31, 2009.

The Dadieso Prospecting Licence is registered in the name of CAGL. The Dadieso Prospecting Licence was extended on August 20, 2009 to August 21, 2010.

To maintain a mining lease in good standing, the holder thereof must:

pay rental land rates, royalties and government charges;
present regular returns and annual returns;
utilize the mining rights through the exploitation of minerals; and
pay bonds and maintain rehabilitation programs.

The following map indicates the location of all known mineralized zones, mineral resources, mineral reserves and mine workings, existing tailing ponds, waste deposits and important natural features and improvements at the Central Ashanti Gold Project.

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Future gold production from the Central Ashanti Gold Project is subject to the following royalties:

A government statutory royalty of between 3% and 12%.
A gross royalty payable to AGA of: (i) 2%, if the gold price is below US$350/oz; 2.5%, if the gold price exceeds US$350/oz but is equal to or below US$500/oz; or 3% if the gold price exceeds US$500/oz, in each case, in respect of the mineral resources existing and declared by AGA in 2004; and (ii) 50% of the foregoing rates in respect of mineral resources other than the mineral resources existing and declared in 2004.
A royalty of 0.25% of actual gold refined from the Central Ashanti Gold Project from commercial mining operations undertaken by Perseus, payable to Strategic Systems, the former shareholder of CAGL (which has since assigned the royalty to Waratah Investments Ltd).

Please see ‘‘ Ghana — Royalty Requirements ’’ for a description of the government royalty applicable to the New Central Ashanti Mining Leases pursuant to the 2006 Mining Act, including proposed changes thereto.

Under the 2006 Mining Act, the Government of Ghana is granted a 10% free carried interest in all mining operations and has no obligation to contribute to development or operating expenses.

The Central Ashanti Gold Project is not subject to any environmental liabilities except as set out in the Ayanfuri Mine Decommissioning Plan Final Report 27-4-2004 (the ‘‘ Ayanfuri Decommissioning Plan ’’) and the Draft Environmental Audit Report 2006 (the ‘‘ Draft Environmental Audit ’’).

The Ayanfuri Decommissioning Plan was submitted to the EPA by AGC (as a subsidiary of AGA) in 2004 and provides for the decommissioning of the gold mining operations carried out by AGC. AGC spent approximately US$3 million on the decommissioning program. The cost for the remaining decommissioning activities was estimated by AGC to be approximately US$2.3 million.

In 2006, SSI (now CAGL) commissioned an environmental audit of the rehabilitated and non-rehabilitated areas of prior mining disturbance post decommissioning and to give recommendations for future management of the mine. The estimate was substantially less than the estimate contained in the Ayanfuri Decommissioning Plan prepared by AGC in 2004.

In 2007 however, the EPA accepted the Ayanfuri Decommissioning Plan from 2004 and on August 6, 2007 a reclamation security agreement was signed between the EPA and AGA. Subsequently Perseus made a cash deposit of US$257,939 to a joint EPA/AGA account and presented bank guarantees to the EPA for US$2,000,000 in August 2007.

Prior to commencing operations and CAGL must obtain an environmental permit from the EPA and an operating permit from the Minerals Commission of Ghana. The operating permit provides the right to conduct mining operations, waste disposal and for the construction of processing and other infrastructure. Various road diversion and water permits are also required to commence and conduct operations.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Central Ashanti Gold Project is located 16 kilometres west of Dunkwa, near the village of Ayanfuri in the central region of Ghana. The Central Ashanti Gold Project lies along the sealed highway from Ghana’s second largest city, Kumasi, located 107 kilometres by road to the north and the port of Takoradi located 186 kilometres by road to the south.

The Central Ashanti Gold Project area has a south western equatorial climate with seasons influenced by the moist south west monsoon winds from the South Atlantic Ocean and the dry north east trade winds. The mean annual rainfall is approximately 1,500 millimetres with peaks of more than 170 millimetres per month in June and October. During the wet season, access and transport can become difficult unless well formed and drained roads are constructed.

Relief in the area of the Central Ashanti Gold Project is largely gently undulating, ranging from 120 metres to 240 metres above sea level. Areas of lower relief are generally vegetated by open secondary forest and agricultural land, while remaining tropical forest is more prevalent in areas of higher relief outside the licence area. Agriculture in the area consists mainly of cocoa farms with lesser subsistence farming.

The village of Ayanfuri is connected to the national electricity grid. Water supply for the Project will initially be drawn from dewatering flooded pits and upon commencement of operations, the majority of the process water will be returned from the tailings storage facilities. The Ayanfuri village also has land and mobile telephone coverage, Internet services and is centrally located to the principal mining and exploration contractors and suppliers in Ghana.

Ghana has an excellent depth of personnel experienced at many levels in modern open pit and underground mining technology.

There are sufficient surface rights for mining operations and potential tailings storage areas, waste disposal areas and processing plant sites are available. Appropriate locations for these infrastructure items have been selected.

History

Prior to 1994 Cluff Resources Ghana Limited (‘‘ Cluff ’’) conducted exploration at the site of the Central Ashanti Gold Project. In 1996 AGC acquired Cluff and Cluff continued mining activity until 2001. In April 2006, SSI entered into an agreement to acquire the Central Ashanti Mining Leases and the Dadieso Prospecting Licence from AGC. In May 2006, Strategic Systems granted Kojina an option to purchase all of the shares of SSI.

There were three principle phases of exploration undertaken at the Central Ashanti Gold Project from 1988. The first was initial discovery and pre-development drilling by Cluff. The second was the exploration of secondary targets to locate additional ore feed by AGC. The third phase was the post mine closure exploration by Perseus commencing in 2006.

Cluff initially undertook a major trenching programme over surface indications (areas of previous artisanal activity) resulting in discovery of the Fetish, Esuajah North and South Esuajah deposits. Photogeological interpretation (1:20,000 scale) together with regional soil sampling outlined additional prospects including Chirawewa, Abnabna and Fobinso. Drilling commenced in 1989 and by 1991 a total of 337 holes had been completed for 20,951 metres. A total of 16,749 soil samples were collected and assayed for gold and arsenic and exploration trenching totalling 32,572 metres was completed. Cluff also completed substantial metallurgical sampling using diamond core and surface pitting to depths up to nine metres.

Between 1996 and 2000, AGC completed 580 hand dug trenches totalling approximately 40.7 kilometres and 776 drill holes totalling 42.2 kilometres of mostly reverse circulation (‘‘ RC ’’) drilling.

The Ayanfuri heap leach project commenced production in November 1994 and the mine was closed in early 2001. Previous production is summarized in the table below:

Year 1994-5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Ore Treated (tons) 1,129,357 1,319,000 1,340,000 1,519,000 1,392,000 1,121,000 329,000 8,149,357	Head Grade (Au g/t) 2.22 1.77 1.74 1.35 1.16 1.21 1.20 1.54	Contained Gold (Ounces) 80,607 75,060 74,963 65,930 51,914 43,610 12,693 404,777	Recovered Gold (Ounces) 56,426 53,338 58,089 46,290 44,424 36,316 11,517 306,400	Recovery (%) 70 71 77 70 86 83 91 76	Tail Grade (Au g/t)
						0.67 0.51 0.39 0.40 0.17 0.20 0.11 0.38

Mining operations ceased in 2001 upon depletion of mineral reserves and due to low gold prices all exploration activity was suspended from 2001 to 2006.

Geological Setting

Regional Geology

The Central Ashanti Gold Project is located in south-western Ghana in the Man Shield (also known as Leo Shield) of the Precambrian West African Craton. In Ghana, the Man Shield consists of seven mostly north-east striking Paleoproterozoic greenstone belts of the Birimian Supergroup, emplaced during 2250-2170 Ma, separated by flyshoid basin sediments deposited during 2150-2100 Ma. Most of the gold in Ghana was emplaced relatively late in the Eburnian orogeny principally in deformation zones in Birimian metasediments and metavolcanics, as paleoplacer deposits in Tarkwaian braided fluvial quartz pebble conglomerates, and to a lesser extent within pre and syntectonic granitoid intrusive bodies within the greenstone belts and within basin sediments along regional structures. Metallogenetically the most important greenstone belt in Ghana is the Ashanti Belt. The figure below illustrates the general geology of Ghana.

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Local Geology

The Central Ashanti Gold Project deposits occur near the western flank of the Ashanti greenstone belt along the Obuasi-Akropong gold corridor, situated between six and 16 kilometres outboard of the Ashanti volcanic belt margin in the Kumasi basin sediments. The Obuasi-Akropong structure appears to represent a continuation of the main Obuasi shear which has veered away from the volcanic belt margin into basinal sediments. More likely, it corresponds to a separate sub parallel, southwest vergent thrust of sediments over sediments several kilometers further out in the basin, rotated nearly into the main Obuasi structure during transcurrent deformation and preferentially gold mineralized in comparison to the belt bounding structures south of Obuasi which are generally weakly mineralized. Further south, the principal gold bearing structures are reactivated thrusts along the belt margin, as at Obuasi.

Property Geology

The Central Ashanti Gold Project is underlain principally by Paleoproterozoic Birimian metasediments of the Kumasi-Afema basin positioned between the Ashanti and Sefwi greenstone belts. The flysch type metasediments consist of dacitic volcaniclastics, greywackes plus argillaceous (phyllitic) sediments, intensely folded and faulted and metamorphosed to upper greenschist facies. Minor cherty and manganiferous exhalative sediments are locally present, and graphitic schists coincide with the principal shear (thrust) zones. Bedding and parallel to sub parallel cleavage follows the regional trend of the Akropong structure(s) striking 050[o] on average with steep to sub vertical dips to the south-east and north-west.

Numerous small basin-type or cape coast type granite bodies have intruded the sediments along several regional structures. The intrusive shapes vary from nearly ovoid plugs 200 meters to 400 meters long by 40 meters to 150 metres wide to relatively long (2,000+ metres) narrow (50m-100m) sills or dykes.

Exploration

Exploration by Perseus commenced with a review of the incomplete Ashanti databases. Considerable time was spent collating or reproducing digital drill, grade control and survey data, some of which had to be hand entered from hard copies. In 2001, post mine closure, significant quantities of data were lost including production reconciliation reports.

Perseus commenced drilling on August 12, 2006. During the second half of 2006, Perseus completed 71 RC and nine diamond drill holes totalling 9,872 metres of drilling. Exploration activity has steadily increased over the past three years as additional Mineral Resources have been discovered and with the completion of extensive infill drilling for the completion of the DFS. Contract drilling crews have been used for all programs with supervision by Perseus staff. Drilling companies used at the Project included Eagle Drilling Inc of England, Burwash Contract Drilling, Geodrill GHz Limited, Minerex Drilling Contractors Limited and Boart Longyear Limited (‘‘ Boart Longyear ’’).

In May 2007, Perseus undertook its first limited drilling outside the known deposits resulting in the early discovery of a granite hosted deposit referred to as AF-Gap.

A summary of the exploration completed at Central Ashanti Gold Project is set out below.

Period	Company	Soil Samples	Trenching (m)	Trenching (m)	Drilling (m) 20,951 58,046 9,872 71,143 98,303 1,880 260,195(1)
1988 - 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1996 - 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Cluff AGC Perseus Perseus Perseus Perseus	16,749 1,100 17,849		32,572 40,700 73,272	20,951 58,046 9,872 71,143 98,303 1,880
					260,195

Note:

(1) A total of 1,880 metres were drilled to July 2009. Thereafter, from August 2009 to December 2009, a total of 24,198 metres were drilled. The 1,880 metres drilled to July 2009 are included in the Central Ashanti Technical Report.

As previously stated, mining operations ceased in 2001 upon depletion of mineral reserves and due to low gold prices all exploration activity was suspended from 2001 to 2006.

Mineralization

Gold occurs at the Central Ashanti Gold Project both in classic Ashanti-style sediment hosted shear zones, and within granitic plugs and sills or dykes situated along two or three regional shear structures. More than two dozen known gold occurrences occur on the area of the Central Ashanti Gold Project with granitic intrusives hosting the majority of these and more than 80% of the known gold resources.

The sediment shear hosted occurrences consist either of pinch and swell quartz reefs in relatively tight shears or quartz carbonate stockwork veining in broader shear zones. The host rocks are typically fine grained phyllitic sediments and volcaniclastics, with coarser grained wacke to sandstone interbeds often preferentially mineralized due to their more competent and brittle nature. Pervasive iron carbonate and more localized sericite and silica alteration has affected the host sediments, and fine grained pyrite with lesser arsenopyrite occurs as disseminations in the host sediments and to a lesser degree in the quartz veins. Most of the gold occurs in veins as disseminations and as free gold along sulfide grain boundaries.

Although gold grade is relatively uniform across the width of the intrusives at +/� 0.5 g/t to 1.5 g/t gold, frequent high grade (5 g/t gold to greater than 100 g/t gold) assays over widths of one metre to five metres occur in all of the granite hosted deposits.

Drilling

A summary of the type and extent of drilling completed at the Central Ashanti Gold Project is set out below.

Mineral Resource Abnabna . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AF Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fobinso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Esuajah North . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Esuajah South . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fetish . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chirawewa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dadieso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mampong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Mineral Resource Abnabna . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AF Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fobinso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Esuajah North . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Esuajah South . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fetish . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chirawewa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dadieso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mampong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Diamond	Diamond	RC	RC	Total
	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Number 114 197 61 41 56 68 7 1 — 545	Metres 22,109 36,027 11,084 9,774 14,336 16,405 1,550 200 — 111,485	Number 121 212 197 143 61 326 120 177 155 1,512	Metres 9,200 15,662 13,281 10,736 4,648 22,357 8,420 10,539 14,549 109,392	Metres
Abnabna . . . . . AF Gap . . . . . Fobinso . . . . . Esuajah North . Esuajah South . Fetish . . . . . . . Chirawewa . . . Dadieso . . . . . Mampong . . . . Total . . . . . . .						31,309 51,689 24,365 20,510 18,984 38,762 9,970 10,739 14,549
						220,877

RC drilling was completed either using an MPD1000, MPD1500, UDRKL900 or UDR650 drill rig drilling a 5[1] ⁄4 inch diameter hole. Diamond core drilling was completed using Longyear 38, UDR650 (multipurpose) or UDRKL900 rigs drilling PQ, HQ or NQ size holes.

The drill holes have varying directions and the majority of the holes have inclinations of between 50[o] and 60[o] with the notable exception being the diamond holes which have varying inclinations from 45[o] to vertical. In general, the true thickness of the mineralization is 60% to 80% of the intersection lengths and the intersection lengths.

Sampling and Analysis

Sampling at the Central Ashanti Gold Project has largely been limited to the sampling of drill holes and drilling methods include both RC and diamond drilling. Surface trenching, pitting and soil samples have been collected by various operators. A summary of the various sampling types, location and number is set out below:

Prospect	RC Samples	RC Samples	Core Samples	Core Samples	Other Samples	Other Samples	Total
Abnabna . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AF Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bokitso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chirawewa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chirawewa South . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dadieso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Esuajah North . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Esuajah South . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fetish . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fetish North . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fetish South . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fetish West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fobinso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fobinso NE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mampong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Regional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6,134 8,415 154 1,217 146 2,315 3,220 817 5,201 679 1,669 1,323 3,708 360 7,075 42,433		12,755 23,544 1,201 178 7,167 11,536 12,804 7,634 76,819		3,200 2,497 168 4,936 367 2,974 3,548 1,820 4,428 27 322 5,049 399 7,972 37,707	22,089 34,456 322 7,354 513 5,467 13,935 14,173 22,433 706 1,991 1,323 16,391 360 7,474 7,972
							156,959

The authors of the Central Ashanti Technical Report concluded that the samples were representative of the mineralization, no bias was present and no other factors were present that could materially impact the accuracy and reliability of results.

Rock types encountered included sediments and granitoid lithologies, with the majority of mineralization hosted by granitoid intrusives. The width of mineralization varied between the deposits, ranging from 20 meters to in excess of 100 meters in thickness. The broad zones of mineralization and lack of discrete structures controlling grade distribution meant that selective sampling was not warranted and a sample length of two metres was used throughout the Central Ashanti Gold Project. The steep nature of the deposits and occasional limited drill access meant that holes were at moderate to low angle to the mineralization and true thickness of intersections was typically half of the downhole thickness.

RC drilling was completed at all resource areas at spacings varying between 20 meters by 20 meters to 40 meters by 40 meters and 40 meters by 50 meters. RC drill samples were collected every metre from a rig mounted cyclone into large monitored plastic bags and two metre composite samples were made by splitting each one metre sample down 1.5 kilograms using a rifle splitter and combining adjacent samples. All samples were kept dry when possible with the use of high pressure air. Where it was not possible to keep the sample dry, the sample was collected from the cyclone into a plastic bag and a sample was collected using a plastic spear. There is some evidence of down hole smearing, depletion or enrichment during wet RC drilling.

Diamond drilling was completed at all resource areas to test deeper mineralization or where the influx of ground water forced the termination of RC drilling. The spacing for diamond drill holes for depth testing was typically 40 meters by 40 meters. The core was cut in half using a diamond cutting saw and on one metre intervals. Typically the core was not sampled to geological intervals but on the even metre intervals. The right hand side of the core was always submitted for analysis with the left side being stored in trays on site. Core recovery was typically very good with no evidence of core loss.

For Perseus drilling, after cutting or splitting, the samples were bagged by Perseus employees and then sent to Transworld Laboratories (‘‘ TWL ’’) in Tarkwa for preparation and analysis. All samples followed a standard path of drying, crushing and grinding. Samples were pulverised using a LM5 ring mill and thoroughly mixed on a rolling mat prior to the 200g sub sample being collected. Two sample analysis methods were used by Perseus

depending on the drilling method used. RC samples were subject to a bulk leach extractable gold (‘‘ BLEG ’’) and 24 hour bottle roll with atomic absorption spectrometry (‘‘ AAS ’’) analysis, while diamond core samples were subjected to a 50g fire assay (‘‘ FA ’’) and AAS analysis.

Sample preparation and analysis for the Cluff and AGC samples is not well documented. However it is known that samples were assayed using a variety of methods.

Duplicate samples, standards and blanks were submitted with all RC and diamond drill sample batches at a rate of one standard and one field duplicate for every 20 samples submitted for the diamond drilling and RC drilling. In addition, selected samples were sent to SGS Laboratory Services (Ghana) Ltd. for check analysis.

TWL also has several control procedures to monitor the precision and accuracy of results, including internal standards, internal duplicates, internal repeats, reagent and sample blanks, inter-laboratory cross checks, sizing tests on pulverized material, blank tests on jaw crushers, roll mills and pulverizing mills and fire assay copper maps and loss-lead maps.

The authors of the Central Ashanti Technical Report concluded that the quality assurance and quality control (‘‘ QAQC ’’) analysis suggested poor precision and accuracy with large variations in expected values of standards being recorded, however overall the QAQC data does not indicate any bias and supports the assay data used in the mineral resources estimate contained in the Central Ashanti Technical Report.

Data verification involved the comparison of the digital data for 16 holes against the hard copy data. The verification process noted that not all of the geology was loaded into the database, however the digital data was believed to represent the original data gathered from field activities.

Security of Samples

The measures taken by Perseus to ensure the validity and integrity of samples taken includes the following:

core samples are stored in the core logging area of a fenced compound and photographed;
half core samples are placed in plastic bags, stapled shut and combined in numerical sequence in larger bags;
a sample submission form accompanies each shipment of core sample to the assay laboratory; and
assay results are sent electronically by the laboratory to a pre-determined list of recipients with final paper certificates sent to the office site.

Mineral Processing and Metallurgical Testing

Bulk composite samples were prepared from drill core intervals from each of the deposits representing the primary west (Abnabna, AF-Gap, Fobinso), primary east (Esuajah North, Esuajah South and Fetish) and global oxide/transitional mineralization types. Each of the bulk composite samples were tested to determine ore characterization, gold recovery by gravity concentration and extraction using sodium cyanide, gold recovery by bulk sulphide flotation, gold recovery by gravity concentration and bulk sulphide flotation on the gravity tail, oxygen requirements during the concentrate leach stage, combined gold, silver and copper loadings, viscosity and density.

Based on the metallurgical testwork, the preferred process flowsheet consists of the following unit process stages: (i) primary jaw crusher; (ii) single stage SAG mill; (iii) gravity circuit; (iv) flotation circuit; (v) regrind ball mill; (vi) concentrate CIL circuit; and (vii) elution circuit.

Mineral Resource and Mineral Reserve Estimates

The Mineral Resource estimate as at May 2009 is summarised below.

	Measured	Measured	Indicated	Indicated				Inferred	Inferred
		Mineral	Mineral		Total	Measured & Indicated		Mineral
	Resource		Resource			Mineral Resource		Resource
Deposit	Mt	Au (g/t)	Mt	Au (g/t)	Mt	Au (g/t)	Au (Moz)	Mt	Au (g/t)
Abnabna/Fobinso . . . . . . . . . . . . . . . . . .	20	1.3	20.5	1.1	40.5	1.2	1.59	16.4	1
Esuajah North . . . . . . . . . . . . . . . . . . . .			20.2	0.9	20.2	0.9	0.58	9.3	0.7
Esuajah South . . . . . . . . . . . . . . . . . . . .			6.9	1.7	6.9	1.7	0.38	5.6	1.8
Fetish . . . . . . . . . . . . . . . . . . . . . . . . . .			17.4	1.1	17.4	1.1	0.6	8.0	1.4
Chirawewa . . . . . . . . . . . . . . . . . . . . . .								12.5	0.8
Mampon . . . . . . . . . . . . . . . . . . . . . . . .								6.9	0.9
Dadieso . . . . . . . . . . . . . . . . . . . . . . . .								3.2	1.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . .	20	1.3	65.0	1.1	85.0	1.1	3.14	61.9	1.1

Notes:

(i) Estimates include mineral reserves. (ii) Using cut-off grade of 0.4g/t Au.

The reported Mineral Resource for the Central Ashanti Gold Project was prepared using standard Surpac block models using Ordinary Kriging (OK) grade interpolation within wireframes which were based on a 0.2g/t Au grade cut-off. The models have all been reported at a 0.8g/t Au cut-off for the high grade and the low grade is defined as material between 0.4g/t and 0.8g/t Au. The Esuajah South and Abnabna/Fobinso deposits also use an additional cut-off grade of 1.2g/t Au for material below �100mRL.

The interpreted geology and grade boundaries were manually triangulated to form wireframes. The wire framed objects were then validated and set as solids. The wireframes were used to select the sample data for grade estimation and to constrain the block model for estimation purposes. Only assays within each wireframe were used to estimate blocks within that wire frame.

To confirm that the interpolation of the block model correctly honoured the drilling data, validation was carried out by comparing the interpolated block grades to the composited sample grades.

The reported Mineral Reserve for Central Ashanti Gold Project was prepared based on the Mineral Resources lying within pit designs generated from Whittle4X optimisations. The Measured and Indicated Mineral Resources were modified using dilution and ore loss parameters to generate Mineral Reserves.

The Mineral Reserve estimate as at May 2009 is summarised below.

	Proven	Proven	Probable	Probable
	Mineral		Mineral			Proven & Probable
	Reserves		Reserves			Mineral Reserve
Deposit	Mt	Au (g/t)	Mt	Au (g/t)	Mt	Au (g/t)	Au	(Moz)
Abnabna/AF Gap . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18.4	1.4	6.0	1.11	24.4	1.33	1.04
Fobinso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	5.4	1.28	5.4	1.28		0.2
Fetish . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	13.7	1.12	13.7	1.12		0.5
Esuajah North . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	11.9	1.01	11.9	1.01		0.4
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18.4	1.4	37.0	1.11	55.4	1.2		2.1

Notes:

(1) Cut-off grade of 0.5 g/t Au.

In preparing the mineral reserve estimate, cut-off grades were calculated for each of the four different weathering stages and three primary pit locations using a gold price of US$850/oz. The reserve estimate was then prepared on the following basis:

the measured and indicated mineral resource for the Abnabna/Fobinso, Esuajah North and Fetish deposits were used in the pit optimisation;
the optimisation results were used to provide a guide for the final pit designs using current operating costs and production parameters; and
reporting of the in-situ material within these pit designs as a mineable inventory for the creation of working production schedules.

In addition the estimate of mineral reserves was based on optimisation work that used the following criteria: (i) gold processing recovery of between 75% to 94% oxide to fresh rock; (ii) processing throughout of 5.5Mtpa; (iii) mining recovery of 95% and mining dilution of 10%; (iv) total process and administration costs US$6.95/t; and (v) sensitivity ranges of operating costs 15%, gold price US$600/oz. to US$1200/oz. and wall slopes with 15% ranges.

The mineral resources and mineral reserve estimates are not materially affected by metallurgical, environmental, permitting, legal, title, taxation, socio-economic, marketing, political and other relevant issues.

Development

Mining Operations

Electrical power will be supplied to the project site from the VRA 161KV line located four kilometres to the northeast. The existing accommodation will be refurbished and used for permanent staff accommodation. Potable water supply will be obtained from groundwater supplies within 900 metres of the plant. Process water and raw water requirements will be satisfied from the tailings storage facility (‘‘ TSF ’’) and pit run-off.

The main Abnabna-AF Gap deposits will be mined in two stages, until they merge to form the ultimate pit. The Fobinso deposit will be mined in two stages, split into a west and east section following the final pit shell. Once completed Stage 1 will be backfilled. Stage 2 will extract the remainder of the deposit using temporary ramps while Stage 1 is being mined. The Fetish deposit will be mined in two stages and Stage 2 will share a section of wall with Stage 1. The Esuajah North deposit will be mined in one stage.

The mining schedule targets a mill feed rate of 5.5 Mtpa of primary ore material. The low grade material will be stockpiled and fed in years where schedule constraints prevent the delivery of 5.5 Mtpa of high grade material.

Float tailings from the process operation will be discharged from the plant to the float tailings storage facility and tailings from the carbon in leach will be discharged to the concentrate tailings storage facility.

The following table shows the planned annual material movements resulting from the mining production and mill feed schedules.

AF Gap . . . . . . Ore Kt Waste Kt Total Kt Abnabna. . . . . . Ore Kt Waste Kt Total Kt Fobinso . . . . . . Ore Kt Waste Kt Total Kt Esuajah . . . . . . Ore Kt North . . . . . . . Waste Kt Total Kt Fetish . . . . . . . Ore Kt Waste Kt Total Kt All . . . . . . . . . Ore Kt Waste Kt Total Kt	Total 14,696 39,803 54,500 9,743 21,562 31,305 5,407 15,953 21,360 11,948 15,241 27,189 13,704 34,575 48,280 55,499 127,134 182,632	Pre-Prod 190 2,014 2,205 0 415 415 190 2,429 2,620	Year 1 3,807 5,179 8,986 1,563 3,812 5,376 422 6,768 7,190 5,792 15,759 21,552	Year 2 1,689 6,562 8,251 1,747 3,716 5,464 3,214 5,951 9,165 6,650 16,229 22,879	Year 3 2,243 7,876 10,118 2,336 4,376 6,712 588 379 967 737 5,193 5,930 5,904 17,823 23,727	Year 4 2,007 6,105 8,112 622 6,056 6,677 1,020 2,790 3,810 2,715 4,251 6,966 6,363 19,202 25,565	Year 5 1,369 6,491 7,860 2,162 3,032 5,194 164 64 228 2,720 2,872 5,592 204 3,194 3,398 6,619 15,653 22,272	Year 6 676 4,102 4,777 1,314 154 1,468 3,633 2,438 6,072 1,571 5,176 6,747 7,194 11,870 19,064	Year 7 2,122 1,413 3,535 1,154 285 1,440 2,549 4,922 7,471 5,826 6,620 12,446	Year 8 592 63 655 988 201 1,189 2,388 11,859 14,247 3,968 12,124 16,092	Year 9 Yr 10 3,309 3,683 7,973 1,452 11,282 5,135 3,309 3,683 7,973 1,452 11,282 5,135

Markets

Ghana allows for direct export of the gold dore to refiners with the proviso that all gold may be purchased by the Bank of Ghana at the standing sale price. Thus all gold shall be sold after refining on the open market.

Contracts

No mining, concentrating, smelting, refining, transportation, handling, sales and hedging and forward sales contract or arrangements have been entered into.

Environmental Considerations

Environmental reclamation costs have been estimated at US$9.5 million. Reclamation will be progressively completed during the operation of the mine with US$5.6 million spent on rehabilitation during operation. The EPA has not advised of the bonding requirement so an allowance of US$3 million has been accrued for this purpose.

Taxes

The economic analysis is based on the Central Ashanti Gold Project being subject to the following taxes: (i) corporate tax at a rate of 25% per annum of profits;
(ii) value added tax (‘‘ VAT ’’) being exempt or zero rated for mining companies;
(iii) a simplified depreciation schedule was applied that allows for 80% of the capital to be amortized with 105% of 50% of the remaining balance amortized annually over the life of the mine;
(iv) government royalties 3% and are taxable income;
(v) employees being taxed in accordance with wages and personal tax rates of Ghana; and
(vi) imports being duty exempt and inspection and clearance charges at a rate of 1.4% of FOB value.

See ‘‘ Ghana — Royalty Requirements ’’ for a description of the government royalties applicable to the New Central Ashanti Mining Leases under the 2006 Mining Act, including proposed changes thereto.

Capital and Operating Costs

A summary of the operating costs to an accuracy of[+/][�] 15% is set out below.

Life Of Mine Operating Costs	LOM	$/T	$/OZ
	US$M	US$	US$
Mining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	554.40	9.99	287
Process and Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	294.54	5.31	153
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52.33	0.95	27
Sub-Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	901.27	16.25	467
Bullion and Refining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5.79	0.11	3
Royalties(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49.25	0.89	26
Sub-Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55.04	1.00	29
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	956.31	17.25	496

Notes:

(1) Royalties are calculated at US$850 per recovered ounce and exclude the royalty payable to the vendors of SSI (now CAGL) and the royalty payable to AGA, the former holder of the Central Ashanti Mining Leases and the Dadieso Prospecting Licence.

The capital cost estimate is based on an EPCM approach where the owner assumes the builder’s risk. A summary of the capital cost estimate to an accuracy of +/� 15% is set out below.

Cost Area(1)(2)	Sub-Total	Contingency	Total
	US$M	US$M	US$M
Direct Costs
Process Plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	65.75	4.55	70.30
Tailings Storage Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8.71	1.25	9.96
Project Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8.19	0.67	8.85
Hv Power Reticulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8.38	0.84	9.21
Total Direct Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91.02	7.32	98.33
Indirect Costs
Spares and First Fills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6.27	0.38	6.65
Epcm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12.68	1.27	13.95
Owners Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26.51	2.46	28.97
Total Indirect Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45.46	4.11	49.57
Total Project Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	136.48	11.42	147.90

Notes:

(1) The capital cost estimate does not include an allowance for escalation of prices, financing costs or interest, import duty for capital items, current rate fluctuations, GST or VAT, sunk costs incurred by CAGL prior to project implementation or for working capital. (2) A $125,000 allowance has been made for government approvals, training levies and special permits.

A total of US$14.8 million has been estimated for sustaining capital over 10 years for the float tailings storage facility, light vehicle replacements, crop compensation, future cyanide detox facility and a general allowance for mining, process and administration.

Economic Analysis

The economic assessment below considers those Measured and Indicated Mineral Resources that were determined to be economic and incorporated into the estimate of Proven and Probable Mineral Reserves set out above.

out above.
Gold price	$US 850/oz	$US 800/oz	$US 950/oz
Ore processed tonnes @ g/t Au . . . . . . . . . . . . . . . . .	55.5Mt @1.2g/t	55.5Mt @1.2g/t	55.5Mt @1.2g/t
Strip Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2.5:1	2.5:1	2.5:1
Capital Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	US$ 147.9M	US$ 147.9M	US$ 147.9M
Mining Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$9.99/t ore $287/oz	$9.99/t ore $287/oz	$9.99/t ore $287/oz
Process Recovery . . . . . . . . . . . . . . . . . . . . . . . . . . .	90.4%	90.4%	90.4%
Processing Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .	$5.31/t ore $153/oz	$5.31/t ore $153/oz	$5.31/t ore $153/oz
Administration Costs . . . . . . . . . . . . . . . . . . . . . . . .	$0.95/t ore $27/oz	$0.95/t ore $27/oz	$0.95/t ore $27/oz
Cash Operating Cost/oz Av.(C1) . . . . . . . . . . . . . . . .	$495/oz	$494/oz	$498/oz
Free cash (EBITDA) . . . . . . . . . . . . . . . . . . . . . . . .	$685M	$591M	$872M
IRR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49%	42%	64%
NPV 8% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$240M	$191M	$337M
Payback period . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1 yrs 7months	1 yrs 9 months	1 yrs 3months
Tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$131M	$107M	$177M
Royalties paid (State) . . . . . . . . . . . . . . . . . . . . . . . .	$49M	$46M	$55M
Mine Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10.2 years	10.2 years	10.2 years

Notes:

(1) Does not include management company fees or sunk costs (currently estimated at approximately US$15 million).
(2) Assumes a 3% government royalty. See ‘‘ Ghana — Royalty Requirements ’’ for the royalties applicable to the New Central Ashanti Mining Leases under the 2006 Mining Act, including changes thereto.
(3) Assumes corporate taxes at a rate of 25% on assessable income.
(4) Includes refining and bullion transport costs at US$3.00/oz.
(5) Mining costs include closure costs and rehabilitation costs.
(6) The fixed plant and equipment has been assigned a zero value at closure.
(7) Capital amortization has been allowed pursuant to Ghanaian law.
(8) EBITDA represents free cash over the life of the mine without giving effect to capital costs (US$147.9 million), taxes (US$131 million) and sustaining capital (US$14.8 million).

The following table sets out the cashflow forecast for the Central Ashanti Gold Project on an annual basis together with the sensitivity of such cash flow against variations in gold price and capital cost and operating costs.

costs.
Prep-
prod	YR 1	YR 2	YR 3	YR 4	YR 5	YR 6	YR 7	YR 8	YR 9	YR 10	Total
US$M	US$M	US$M	US$M	US$M	US$M	US$M	US$M	US$M	US$M	US$M	US$M
Base case (US$850/oz). . . . . . . . . �147.9	105.5	77.7	61.3	43.0	38.1	41.7	65.4	35.0	31.3	40.8	392
Gold price $1000/oz . . . . . . . . . . �147.9	135.4	98.4	85.3	65.0	58.3	62.4	88.0	52.8	48.0	56.3
Gold price $750/oz . . . . . . . . . . . �147.9	83.0	66.4	45.3	28.3	24.7	28.0	50.3	23.1	20.2	30.4
Capital increased by 10% . . . . . . . �162.7	105.4	80.9	61.3	42.7	38.1	41.6	65.4	34.9	31.3	40.7
Capital reduced by 10% . . . . . . . . �133.1	105.5	74.4	61.3	43.3	38.1	41.8	65.4	35.0	31.4	40.8
Operating Costs Increased by 10% . �147.9	97.0	72.6	53.9	35.1	30.5	34.3	59.2	28.4	25.1	36.0
Operating Costs reduced by 10% . . �147.9	114.0	82.7	68.7	50.9	45.7	49.2	71.6	41.6	37.6	45.5

Notes:

(1) Does not include management company fees or sunk costs (currently estimated at approximately US$15M).

(2) The base case represents free cash (EBITDA) over the life of the mine after giving effect to capital costs (US$147.9 million), taxes (US$131M) and sustaining capital (US$14.8M).

Payback

The Project has a payback period of one year and seven months on a 100% equity basis. The interest on loans have not been finalised and the level of borrowings not defined so neither imputed nor actual interest rates have been considered.

Mine Life

The mine life is estimated at 10.2 years. The exploration potential lies in the mineral resources identified, but not included in the mineral reserves upon which the estimated mine life was calculated.

DETAILS OF THE TENGRELA GOLD PROJECT

Unless otherwise stated, the information, tables and figures that follow relating to the Tengrela Gold Project are derived from, and in some instances are extracts from, the Tengrela Technical Report.

Property Description and Location

The Tengrela Gold Project is situated within Cˆote d’Ivoire adjacent to the Mali border, approximately 700 kilometres north of the commercial capital Abidjan and 15 kilometres from the town of Tengrela, the nearest population centre.

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Tengrela
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The Tengrela Gold Project area consists of two contiguous exploration permits, RP145 (‘‘ Tengrela East ’’) and RP146 (‘‘ Tengrela South ’’ and together with Tengrela East, the ‘‘ Tengrela Exploration Permits ’’), covering an aggregate area of approximately 876 km[2] . Tengrela East is registered to Occidental Ivory Coast and Tengrela South is registered to SOMICI. The Company also holds two reconnaissance permits covering an aggregate area of approximately 1,839 km[2] , one of which shares a common border with Tengrela South.

The location of all known mineralized zones, mineral resources and important natural features and improvements is set out below

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22DEC200920472754
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Occidental Ivory Coast has an 80% interest in the Tengrela Exploration Permits and its local joint venture partner, SOMICI, holds a 10% interest, with the remaining 10% interest reflecting the 10% free carried interest reserved for the government of the Cˆote d’Ivoire (applicable upon grant of a mining permit).

The Tengrela Exploration Permits were renewed on April 21, 2009, effective November 20, 2008, for a further three year period. Consequently the Tengrela Exploration Permits will expire on November 19, 2011.

The terms of the Tengrela Exploration Permits require minimum expenditures of US$388,233 over a three year period, completion of a minimum work program, payment of annual rent and submission of annual reports and exploration program. The minimum work program has been completed.

The Tengrela Gold Project is subject to the following royalties:

US$0.80 per ounce of gold produced from Tengrela East, payable by Perseus.
a royalty of 0.5% of the value of all minerals recovered from Tengrela East and Tengrela South, less transportation, smelting, treatment and refining costs, payable by Perseus.
a 3% royalty on total production from the Tengrela Gold Project to the government of the Cˆote d’Ivoire.

Other than as set out above, the Tengrela Gold Project is not subject to any royalties, overrides, back-in rights, payments or other agreements.

The Tengrela Exploration Permits are the only permits required to conduct the proposed work on the Tengrela Gold Project.

The Tengrela Gold Project has no known environmental liabilities.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Principal access to the Tengrela Gold Project is by sealed road to Boundiali and thereafter by all-weather formed gravel road through M’bengue to Tengrela. As previously stated, the Tengrela Gold Project is approximately 15 kilometres from Tengrela, the nearest population centre.

The Tengrela Gold Project area is situated in an area of low to moderate relief, lying to the west of the Bagoe River. The relief is generally gently rolling, relatively flat peneplain with areas of lateritic plateaux. The highest point of the area reaches approximately 370 metres above sea level. The vegetation is mainly savannah with long grass and moderately sparse trees and bushes.

The climate is semi-arid with only one wet and one dry season. Rainfall is heaviest in summer, culminating in September, and lightest in January. The average rainfall is 109 centimetres annually. At Bouak´e, located in the centre of the country, the minimum and maximum temperatures range from 21� to 35� Celsius in November and from 20� to 29� Celsius in July.

The local infrastructure is currently poorly developed, and all consumables and services required to support an exploration program, are sourced from cities such as Korhogo, Bouake or Abidjan, to the south. The town of Tengrela is, however, connected to grid power, and running water is readily available.

Detailed investigation of potential site infrastructure has not been completed, however there is abundant land for all site infrastructure requirements. Power will be sourced from the state grid or on-site generators. Water supply has not been established, however it is expected that sufficient local water will be available for any planned mining operations.

Expert mining and exploration staff is available in West Africa with an established mining industry in Ghana and Mali. Several large contracting and consulting companies in West Africa are able to provide specialized exploration, drilling and sampling support services.

History

For the ownership history of the Tengrela Gold Project see ‘‘ General Development and Description of the Business — Tengrela Gold Project ’’, above.

Past exploration activities were conducted by Randgold Resources Limited (‘‘ RRL ’’) who negotiated but subsequently withdrew from a joint venture agreement with Occidental Ivory Coast dated June 1998, as well as Afminex and Occidental Ivory Coast, before it was purchased by Perseus.

Past exploration activities, conducted between 1998 and 2004, are summarised in the table below:

Period 1998 - 1999 2001 - 2002 2003 - 2004	Explorer RRL Occidental-Afminex No exploration conducted	Surveys Magentics, Radiometrics, VLF due to civil unrest	Geochemical samples 12,254 5,737 —	Pitting 370 119 —	Drilling (m)
					— — —

Exploration by RRL

Lag sampling (1,841 sites) at a density of 1.1 samples per km[2] was undertaken over the area of the Tengrela Gold Project outside the regional soil grids. Significant lag gold anomalies were identified in several locations. The anomalies appeared to closely coincide with regional structural trends, confirmed by broader targets generated in finer fraction sampling. The aggregate area of anomalous results approximated 180 km[2] .

Regional sampling on a 500 metre by 100 metre pattern was completed over a 288 km[2] area covering the structurally complex western portion of the Tengrela South permit. This soil sampling defined a single discrete anomaly from 200 metres to 400 metres wide and extending for 3.5 kilometres, incorporating values from 20ppb to 200ppb gold.

However, no further exploration was completed and RRL withdrew from the joint venture having spent US$500,000.

Exploration by Occidental Ivory Coast

Occidental Ivory Coast explored from April 2002 with a program of soil sampling and pitting designed to refine the extensive lag anomalies defined by RRL along the southern extensions of the Syama tectonostratigraphic corridor. In addition to mapping and limited rock chip sampling, initial soil sampling was undertaken at 50 metre intervals along 800 metres to 1,600 metres spaced lines.

The initial results from a number of areas were encouraging and 624 of the 50 metre sub-sample residues were analysed for gold individually. Infill soil sampling was variously completed on an 800 metre by 50 metre, 400 metre by 50 metre or 200 metres by 50 metres grid spacing in five separate areas for gold analysis.

Sixteen potentially significant lag anomalies and two soil anomalies had been defined at the completion of the program in July 2002. Prior to commencement of the 2002 program, 13 of the lag anomalies had been tested and three remained untested. Of the 13 tested anomalies, ten were confirmed and refined by soil sampling, while three were rejected as being of little significance. Seven anomalies were considered to be of major regional significance and a further three targets required additional assessment before their significance could be accurately determined. The majority of the more significant targets were associated with elevated arsenic values. Weakly to moderately anomalous gold and arsenic values were also identified from pitting at the Papara and Kanakono prospects.

Exploration work was suspended at the Tengrela Gold Project in 2003 and 2004 due to civil unrest in the country.

Exploration work was carried out by Perseus starting in 2004. See ‘‘ Details of the Tengrela Gold Project — Exploration ’’, below.

No substantial mining or production has been carried out at the Tengrela Gold Project. Small scale artisenal mining has been carried out in a number of areas in the Tengrela Gold Project.

Geological Setting

Regional Geology

Most gold and base metal deposits in the Proterozoic Birimian Shield of West Africa occur in volcanosedimentary greenstone belts. These belts generally consist of fine-grained sedimentary rocks and tholeiitic to calc-alkaline volcanic rocks.

Regionally, the most prominent feature is a north-south striking airborne magnetic feature that separates an interpreted mafic bearing rock package to the west and a siliceous sediment/granitic package of rocks to the east.

Local Geology

The Tengrela Gold Project is situated on the Syama-Boundiali greenstone belt. The geology of the northern portion of the Syama-Boundiali greenstone belt has many similarities to the better-explored Ashanti gold belt in neighbouring Ghana, where Birimian volcaniclastics dominate over competent volcanics, with the development of inner belt basins filled with Tarkwaian epiclastics. In the Bagoe River region (near Tengrela), the terrain is comprised of undifferentiated granitoids, flysch sediments, intermediate volcanics, and small occurrences of mafic intrusives and molasse sediments.

Property Geology

The Tengrela Gold Project covers a strongly deformed Birimian greenstone belt intruded by granitoid bodies. Interpretation of both aeromagnetic and radiometric data indicates the permits include an extensive sequence of north trending Birimian volcaniclastics, intruded by both large (Kanakono Pluton) and small uranium-rich felsic intrusives.

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The Sissingue prospect is defined by a four kilometer long and up to 1.5 kilometers wide gold-in-soil anomaly situated in the Syama-Boundiali greenstone belt. Rocks encountered in outcrops and drilling comprise predominantly north-north east striking, steeply dipping and isoclinally folded sediments of the Birmian Supergroup, interpreted as units of turbiditic flows.

Exploration

Previous extensive systematic exploration on the Tengrela Gold Project, including airborne geophysics and extensive surface geochemical sampling, identified a series of soil anomalies over a strike length of 75 kilometres, mostly along the Syama shear.

Past exploration activities have been carried out by RRL and Occidental Ivory Coast. Since 2004 and currently, all the exploration activities have been carried out by Occidental Ivory Coast, as a wholly-owned subsidiary of Perseus.

An airborne geophysical survey was carried out by High Sense Geophysics Limited in December 1998, and flown at 75 metres above ground level on east-west oriented lines. The digital airborne magnetics, radiometric and VLF database were re-interpreted by Southern Geoscience Consultants in Perth, Australia. From this, detailed structural and geological interpretations of the area were prepared and used to assist with exploration planning.

Recently, extensive RAB, RC and diamond core drilling has been completed by Perseus over several of the soil anomalies (principally Sissingue). Contract drillers were used for the programs including Drillex Limited and Boart Longyear. A summary of the exploration completed at Tengrela is set out below.

Period	Explorer	Surveys	Geochemical samples	Geochemical samples	Pitting	Drilling m
1998 - 1999 2001 - 2002 2003 - 2004 2005 2006 2007 2008 Sept 11 2009 Total	RRL Magentics, Radiometrics VLF Occidental-Afminex No exploration conducted due to civil unrest Occidental-Perseus — Occidental-Perseus VTEM, Ground IP Occidental-Perseus VTEM, Ground IP Occidental-Perseus VTEM, Ground IP Occidental-Perseus —			12,254 5,737 — 1,546 1,836 — — 2,978 24,351	370 119 — 55 — — — — 544	— 2,211 — 4,608 14,271 26,905 58,233 45,050
						151,278

There are nine main soil anomalies within the Tengrela Gold Project that are currently regarded as regionally significant and are high priorities for further exploration. Seven of these nine targets occur within a 60 kilometre long and seven kilometer wide corridor interpreted to represented the southern extension of the Syama Shear Zone.

These anomalies cover a total area greater than 40 km[2] , and most of these require a staged follow-up. To date Perseus’s RAB rig has completed over 1,000 drill holes over 12 kilometres of strike length on four of the nine significant soil anomalies.

Mineralization

Primary gold mineralization styles in the West African Birimian vary from primary gold mineralization occurring in structurally controlled, rheologically contrasting environments, and from shear hosted ductile environments to brittle-ductile brecciated horizons. Styles vary from quartz-poor lode to quartz vein deposits or hydrothermal. Mineralization is spatially associated with intrusives and shallow dipping shear zones. Other styles of mineralization are associated with Brittle deformation and disseminated mineralization associated with quartz-feldspar porphyry dykes locating in dilational zones within shear systems.

Gold mineralization at the Tengrela Gold Project is characterized by silica-feldspar alteration and sulphide mineralization consisting of arsenopyrite, pyrrhotite, pyrite and trace chalcopyrite, or characterized by variable

combinations of fine-grained albite, calcite and silica with deposition of pyrite, or arsenopyrite, chalcopyrite and chlorite and haematite and gold.

Gold mineralization at the Sissingue prospect is closely associated with veined, altered and sulphidised felsic intrusive bodies. The gold mineralization is found as three distinct styles:

(i) disseminated or fracture related mineralization in the felsics associated with silicification, chlorite alteration and pyrite and arsenopyrite;
(ii) coarse gold has been observed in milky quartz veins cutting the intrusive or adjacent sediments; and
(iii) significant low grade mineralization within the meta-grewackes immediately adjacent to the intrusive bodies, either in veins or in a more dispersed form through micro-fractures and sulphidisation.

Resource grade mineralization has been defined over a total strike length of 2.5 kilometres. Individual lodes and zones have lengths of up to 750 metres, widths of up to 100 metres and down dip extents of up to 250 metres.

Drilling

A total of 2,866 holes have been drilled at the Tengrela Gold Project for 151,278 meters. A total of 342 holes, for 36,652 meters, have been drilled in the Mineral Resource at the Tengrela Gold Project. Drilling operations were performed by Boart Longyear and Drillex Limited.

Hole Type	In Project	In Project	In Mineral Resource	In Mineral Resource	In Mineral Resource
	Drill	Holes Metres	Drill Holes Number Metres		Intersection
	Number		Number		Metres
DD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RAB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	81 703 2,082 2,866	19,466 53,673 78,109 151,278	61 281 342	15,177 21,475 36,652	3,499 4,397 7,896

RC drilling was conducted mainly over previously defined gold anomalies defined from RAB drilling and soil sampling. RC drilling was completed by Drillex with a CoreMaster drill rig equipped with a 5[1] ⁄4 inch diameter hammer to a maximum depth of 108 metres. All RC drill holes were inclined between �50� and �60�.

Diamond drilling has been completed by Boart Longyear using a Longyear 44 drill rig and by Drillex using a modified diamond drill rig completed at NQ size. All diamond drill holes were drilled inclined at �50�.

The majority of holes were drilled orthogonal to the mineralization and as such, the sample length is a good indication of the true thickness of the mineralization. Those few holes drilled down dip off the mineralization will have a true width of less than 50% of the sample length.

Apart from 13 holes where collars could not been found at the time of survey the majority of the RC and DD drill hole collars were surveyed. Typically the surveyed collar locations are within 0.01 metres of accuracy. Unsurveyed holes are located within two to three metres accuracy.

All diamond holes drilled by Boart Longyear were routinely surveyed downhole nominally every 30 metres with a ‘‘Flexit SmartTool’’ digital downhole survey instrument. Downhole surveys were not taken for any of the RAB and RC drilling, as well as the first three diamond holes drilled by Drillex (SD051-SD053). All subsequent Drillex diamond holes were surveyed downhole with a flexit tool every 30 metres.

Sampling and Analysis

RC Drilling was completed mainly at Sissingue West and East, within an area of 5.7 kilometres along strike and 2.5 kilometres in width and using nominal spacings of 80 metres by 80 metres followed by 40 metres by 80 metres and 40 by 40 metres infill.

RC drilling samples were collected every metre at a cyclone, then split through a multi-stage riffle splitter. Two consecutive samples were then bagged into a two metre composite.

The natural water table varies by season, but is typically at around 30 metres to 40 metres depth. Samples generally stay dry until approximately 60 metres depth. Wet samples were taken from the drill bag at the cyclone using a spear. There is no evidence of downhole smearing, depletion or enrichment during wet RC drilling.

RC sampling was conducted for the full length of the drill hole at regular intervals with two metre composites submitted for analysis. No attempt was made to selectively sample portions of holes.

Diamond drilling was completed over an area of 2.5 kilometres along strike by 500 metres. Spacing varied from 40 metres by 40 metres by 80 metre spacing over the main zone at Sissingue East, and 80 metres by 80 metres spacing at Sissingue Central and West. Core was orientated using a spear.

Diamond core drill samples were geologically and structurally logged, then sawn in half using a motorized diamond blade saw. Half core samples of oxide and transitional material were taken according to core run (1.5 metres) and every metre in fresh rock where core recovery usually was close to 100%. The right hand side of the core was submitted for analysis with the left side being stored in trays on site.

Core sampling was conducted for the full length of the drill holes at regular intervals typically 1.5 metres in oxidized material and one metre in fresh rock. No attempt was made to selectively sample portions of holes.

Samples collected from RC and diamond drilling are considered by the authors of the Tengrela Technical Report to be representative of mineralization.

After cutting, the samples were bagged by Perseus employees and sent for preparation and analysis. After dispatch from the Tengrela Project, Perseus’s staff has no involvement in the sample preparation or analysis.

Two analytical laboratories are used to assay samples from the Tengrela Gold Project. RC samples have been prepared and analysed by ALS Chemex Laboratories (‘‘ ALS ’’) in Mali and diamond core is prepared and analysed by Transworld Laboratories (‘‘ TWL ’’) in Ghana.

Both RC and core samples followed a standard path of drying, crushing and grinding. Two types of analysis for gold have been performed, namely a standard FA50 fire array and a BLEG bottle roll.

Nominally every 25th RC and RAB sample was duplicated and a blank inserted at a ratio of 1 in 25. Since April 2007 certified standard material was also submitted at a rate of 1 in 50 samples and then at a rate 1 in 25 since early 2008. Diamond core samples were submitted with standards of 1 in 25. A few selected[1] ⁄4 core duplicates were also submitted. A total of 785 field duplicates were inserted into RAB and RC drilling during the 2008 to 2009 drilling season.

ALS also has QAQC measures and protocols consisting of:

(i) at the crushing and splitting stage, a second split is taken for every batch of 20 samples, and pulverised to create the duplicate CD sample;
(ii) in every batch of 20 samples a second scoop is taken from the same pulverized split, this is the duplicate check or repeat sample;
(iii) screening samples selected randomly from each batch of 20 is used to verify the quality of grind;
(iv) rock labs analytical gold reference materials are inserted in every batch of 20 samples analysed;
(v) a sample blank from the quartz washes and reagent blanks are used alternately for every batch of 20 samples;
(vi) duplicates and repeats from preparation are also inserted in every batch of 20 samples and analysed.

TWL also has QAQC procedures consisting of internal standards, internal duplicates, internal repeats, reagent and sample blanks, inter-laboratory cross-checks, sizing tests in pulverized material, blank tests and jaw crushers, roll mills and pulverising mills and fire array copper maps and loss-lead maps.

The authors of the Tengrela Gold Technical Report verified the position and orientation of a number of recent drill holes. The drill core from a number of holes was also reviewed with the logging and assays being compared against the observed rock types and mineralization. Validation of the digital database against hard copies of the records was not performed.

Security of Samples

Samples from RC drilling are collected and bagged at the drill site during the drilling operation. All samples are then catalogued and dispatched to ALS or TWL for preparation and analysis. All aspects of the process are supervised by Perseus personnel and limited opportunity exists for tampering with samples.

Mineral Processing and Metallurgical Testing

Detailed metallurgical testwork has been conducted on samples from the Sissingue deposit. The Sissingue primary mineralization represents 79% of the total mineral resource.

Samples from drill half core were selected to (i) reflect the three major material types (oxide, transitional and primary); (ii) approximate the relative proportion of pit feed to be processed through the plant (based on pit potential reserve plans); (iii) reflect the approximate feed grade from the resource data; (iv) focus on the mining production schedule and (v) assume sufficient percentage of waste in each of the sample intervals selected to reflect operation.

Comminution samples for crushing work index and abrasion testing were hand-picked subsamples from the primary drill hole intervals. Metallurgical samples were selected to represent the different degrees of alteration, variation in depth and the geographic extent of the mineralization. Sub-samples from selected hole composites were also submitted for variability testing together with high grade oxide and primary samples from within the open pit shell.

Testwork was based on three main mineralized zones and the primary objectives were:

(i) to define mineralization characteristics such as mineralization hardness and abrasiveness for the harder sulphide mineralized zone;
(ii) determine the gravity recoverable component of the primary mineralized zone;
(iii) determine the response of the primary sulphide zone to flotation and establish potential grade recovery relationships and optimal reagent conditions;
(iv) determine overall leach recoveries and reagent consumptions during processing of the oxide and transitional zones, by conventional heap leach technology;
(v) determine overall leach recoveries and reagent consumptions during processing of the oxide and primary zones by conventional CIL technology; and
(vi) determine overall leach recoveries and reagent consumptions during processing of primary zone gravity and flotation concentrate products by high-intensity cyanidation and conventional CIL technologies.

The results of head assay testwork revealed an average gold assay of 1.85 g/t, 1.83 g/t and 1.22 g/t for the oxide, transitional and primary gold composites, respectively. The head grade analysis exhibited a spread of individual head assays and back calculated grades, demonstrating significant variability due to a ‘‘nugget effect’’, indicating the presence of spotty (free) gold and typically results in issues in the accuracy and repeatability of gold head grades, even over sub samples. Multi-element analysis did not indicate any significant levels of deleterious elements such as nickel, copper cobalt, lead, zinc, manganese, sodium and barium that would interfere with leaching or absorption other than arsenic.

Characterization communition testwork was conducted on the harder primary mineralized zone composite and concluded that (i) the true specific gravity of the primary composite was higher than the oxide zone and reflects the higher sulphide content; (ii) low to moderate power consumption will be required for acceptable crushing; (iii) the Sissingue primary zone is only slightly abrasive; and (iv) the sample is very hard primary material and high power consumption of a rod and ball mill is expected.

Three different process flowsheet options were tested: heap leach, carbon-in leach (‘‘ CIL ’’) and gravity-CIL on the oxide zone and revealed that: (i) the oxide zone is amenable to heap leach processing with overall low to moderate reagent consumption; (ii) gold leach recoveries using CIL were high at 92.9% and that installation of a gravity circuit ahead of the CIL would minimize gold losses in the leach residue stream; (iii) a maximum overall combined gravity concentrate and tail gold leach recovery of 97.5% was achieved at the finer grind size of P80 of 75�m.

Two different process flowsheet options were tested on the transitional zone: heap leach and flotation and revealed that: (i) the transitional zone is amenable to processing by conventional heap leach technology with low cyanide and lime reagent consumption; (ii) an overall gold recovery of 78% was achieved in a concentrate mass of 9.93% w/w assaying 19 g/t gold.

No whole mineralization cyanidation leach tests were carried out on the primary global composite. The alternative options tested were flotation-CIL; gravity-CIL and gravity-flotation.

The overall results of the flotation-CIL flowsheet are summarized below:

	Concentrate	Grid Size
Process Unit Stage	P80 75�m	P80 20�m
	Gold Recovery (%)
Bulk Float . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	98.61	98.61
Float Concentrated Leach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	93.46	94.72
Float Tail Leach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	0.65	0.29
Combined Overall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	94.39	95.70

The foregoing indicates that the optimal grind size for regrinding of the flotation concentrate product is P80 of 20�m.

The overall results of the gravity-CIL flowsheet are summarized below:

Composite I.D.	Head Assay	Head Assay	Bulk	Bulk	Float Trail Grade (g/t Au)	Comb. GFIL % Au Rec	Soln. Losses % Au Rec
	Assay (g/t Au)	Calc. (g/t (au)	Gravity	Leach
			% Au Recovery
SIS MET03	1.22	246	78.98 21.39		N/A	94.2	99.0

The overall metallurgical balance shows that 94.2% of the gold was extracted from the SIS-MET03 primary sample using a conventional gravity-CIL flowsheet.

The gravity-floation flowsheet option involved floating the gravity tail product to recover a bulk sulphide concentrate product. The gravity and concentrate is leached using a high intentisity cyanidation leach condition, while the flotation concentrate is leached by conventional cyanidation bottle roll leach technique.

The overall metallurgical balance for the gravity-flotation flowsheet is set out below:

Composite I.D.	Head Assay	Head Assay	Bulk	Bulk	Float Tail Grade (g/t Au)	Comb. GFIL % Au Rec	Soln/ Losses % Au Rec
	Assay (g/t Au)	Cal. (g/t (Au)	Gravity Float
			% Au Recovery
SIS-MET03	1.22	2.08	78.98	85.71	0.04	94.51	99.0

Variability gravity-leach tests were also performed in the high grade samples from the middle of the proposed open pit.

Mineral Resource Estimates

The mineral resource estimate for the Sissingue deposit is based on data from 342 surface RC and diamond drill holes completed by Perseus between 2007 and 2009. All RAB holes were excluded from the estimate due to the typically poor quality of sample collection achieved from RAB drilling and potential risk of downhole grade contamination. Four holes were also excluded on the basis that assays conflicted with others that indicated a clear trend in the mineralisation.

The resource estimate for the Sissingue gold deposit as at October 2009 is set out below.

Deposit Oxide . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transitional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposit Oxide . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transitional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Deposit Oxide . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transitional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposit Oxide . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transitional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Indicated Mineral Resources	Indicated Mineral Resources	Inferred Mineral Resources	Inferred Mineral Resources	Inferred Mineral Resources
	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . y . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . y . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Au Au Tonnes g/t Ounces 1,310,000 1.7 72,500 870,000 2.1 60,000 7,450,000 1.8 440,000 9,630,000 1.8 572,000 Indicated Mineral Resources Au Au Tonnes g/t Ounces 575,000 0.8 14,800 280,000 0.8 7,200 1,718,000 0.8 45,100 2,573,000 0.8 67,100		Au Au Tonnes g/t Ounces 1,210,000 1.6 63,000 520,000 1.8 30,000 3,770,000 1.6 200,000 5,500,000 1.7 293,000 Inferred Mineral Resources	Au Ounces
Oxide Transit Primar Total(1) Deposit					63,000 30,000 200,000
					293,000

			Au Tonnes g/t 575,000 0.8 280,000 0.8 1,718,000 0.8 2,573,000 0.8	Au Tonnes g/t 920,000 0.8 210,000 0.7 2,310,000 0.8 3,440,000 0.8		Au Ounces
Oxide . Transit Primar Total(2)						22,000 10,000 60,000
						92,000

Notes:

(1) 1.0 g/t Au cut-off

(2) 0.5 — 1.0 g/t Au cut-off

The four main host lithologies are granite, porphyritic dykes, sediment and surface laterite. Where geological contacts were not clearly controlling the distribution of mineral resource grade mineralization, a cut-off grade of 0.5g/t Au was used to construct boundaries and provide overall geometry to the mineralized zones.

The key assumptions, parameters and methods used to estimate the mineral resources are set out below:

statistical analysis was completed on the composites from the different mineralized domains and these domains were used to separate the data for continuity analysis and grade estimation;
the majority of the samples were one metre in length however 37% of the data was sampled at two metres so the data was composited to two metre intervals for the grade estimation;
to assist in the selection of appropriate high grade cuts, log-probability plots and histograms were generated;
continuity analysis was completed separately for each mineralized domain to prevent cross lode interference;
downhole variograms were generated to determine nugget variance and directional variograms were prepared to define the directional continuity of gold grades;
a block model was created using a primary block size of 20 metre north-south by 5 metres east-west by 10 metres vertical with subcells of 5 metres by 1.25 metres by 2.5 metres;
the parent block size was selected on the basis of 50% of the average drill hole spacing and the size and orientation of the mineralized zones;
the wireframes were used as a hard boundary for the OK interpolation (OK was selected as it allowed the measured spatial continuity to be incorporated into the estimate and the author considered it appropriate for the diffuse and irregular nature of the mineralization);
only assays from within each wireframe were used to estimate blocks within that wireframe;
oriented search ellipses with an ellipsoidal search were used to select data for interpolation and where necessary were rotated to reflect major local changes in the orientation of the mineralization; and
indicated mineral resource was defined as areas with drilling spacing of 40 metres by 40 metres and at least two drill holes per section and good continuity of gold and all other areas included in the wireframes were classified as Inferred Mineral Resources.

To confirm that the interpolation of the block model correctly honoured the drill data, the interpolated block grades were compared to the composited sample grades. Volume validation was completed by comparing the volume of the mineralization wireframes against the volume of the model.

The Mineral Resource estimate has not been, and is not expected to be materially affected by metallurgical, environmental, permitting, legal, title, taxation, socio-economic, marketing and political and other relevant issues.

Exploration and Development

Perseus has developed a two year exploration program for the Tengrela Gold Project. Year 1 of the program consists primarily of: (i) a substantial RAB drilling program on a 200 metre by 40 metre pattern over the principal anomalies to ascertain the existence and style of saprolitic mineralization; and (ii) 35,000 metres of RC drilling to test the more significant targets generated by the current and planned RAB drilling. Most of the RC and diamond drilling will initially take place at Sissingue in order to delineate a mineralization envelope. The diamond drilling is also intended to assist in defining lithological and structural controls within any identified resource areas.

Year 2 of the program consists of: (i) a further 20,000 metres of RAB drilling; (ii) 50,000 metres of RC drilling; and (iii) 20,000 metres diamond drilling.

Generally, Year 2 of exploration will follow Year 1’s work but will depend on positive results of the Year 1 exploration program.

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 Agents, the following is a summary of the principal Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of Subscription Receipt Shares by holders of Subscription Receipts who acquire Subscription Receipt Shares as beneficial owners (‘‘ Holders ’’) upon the automatic conversion of the Subscription Receipts. This summary is applicable to a Holder who, for purposes of the Tax Act, is resident or deemed to be resident in Canada, holds the Subscription Receipt Shares as capital property and deals at arm’s length and is not affiliated with the Company. The Subscription Receipt Shares will generally be considered capital property to a Holder unless either the Holder holds such Subscription Receipt Shares in the course of carrying on a business of buying and selling securities or the Holder has acquired the Subscription Receipt Shares in a transaction or transactions 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) that is a ‘‘specified financial institution’’ as defined in the Tax Act; (iii) an interest in which would be a ‘‘tax shelter investment’’ (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 purposes of the Tax Act. Any such Holder should consult its own tax advisor with respect to an investment in the Subscription Receipt 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 or 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 policies 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 significantly from those discussed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Subscription Receipt Shares. The income tax and other tax consequences of acquiring, holding and disposing of Subscription Receipt 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 constitute advice to any particular Holder. Prospective Holders should consult their own tax advisors with respect to the income tax consequences of investing in Subscription Receipt 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 Subscription Receipt 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 as determined in accordance with the Tax Act.

Conversion of Subscription Receipts

No gain or loss will be realized by a Holder on the conversion of Subscription Receipts for Subscription Receipt Shares. The cost of a Subscription Receipt Share issued to a Holder of a Subscription Receipt and acquired pursuant to this Prospectus will be equal to the adjusted cost base of the Subscription Receipt to the Holder. The adjusted cost base to the Holder of Subscription Receipt Shares so acquired will be determined by averaging the cost of such Subscription Receipt Shares with the adjusted cost base of all other Ordinary Shares owned at that time by the Holder as capital property.

Dividends on Subscription Receipt Shares

The full amount of dividends received or deemed to be received by a Holder on the Subscription Receipt 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 Subscription Receipt 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 Subscription Receipt Shares

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

Proposals Regarding Foreign Investment Entities

Under proposed legislation contained in former Bill C-10, amendments to the Tax Act were proposed by the Minister of Finance (Canada) regarding the taxation of certain interests in non-resident entities that are ‘‘foreign investment entities’’ (the ‘‘ FIE Proposals ’’), to be generally applicable for taxation years commencing after 2006. Parliament was dissolved on September 7, 2008, before the FIE Proposals were enacted. As part of the January 27, 2009 Federal Budget, the Minister of Finance (Canada) announced that the government would be reviewing the FIE Proposals and submissions made to the government thereon before proceeding with any amendments regarding the taxation of ‘‘foreign investment entities’’. If the FIE Proposals become law and Perseus is a ‘‘foreign investment entity’’ within the meaning of the FIE Proposals, there may be certain adverse tax consequences for Canadian investors. There can be no assurance that the FIE Proposals will ultimately be enacted in the form set out in former Bill C-10, or at all. See ‘‘ Risk Factors — Perseus May Be Considered a ‘Foreign Investment Entity’ under Canadian Tax Laws ’’.

Pursuant to the FIE Proposals, where a Holder (that is not an ‘‘exempt taxpayer’’) holds a ‘‘participating interest’’ (such as a share) that is not an ‘‘exempt interest’’ in a corporation that is a ‘‘foreign investment entity’’ (a ‘‘ FIE ’’) at the corporation’s taxation year end, the Holder will be required to take into account, in computing income for the Holder’s taxation year that includes such taxation year end: (i) an amount based on a prescribed rate of return on the ‘‘designated cost’’ of such participating interest held by the Holder at the end of each month ending in the Holder’s taxation year at which time the participating interest is held by the Holder; (ii) in certain limited circumstances, any gains or losses accrued on such participating interest for the year; or (iii) in certain limited circumstances, the Holder’s proportionate share of the FIE’s income (or loss) for the year, calculated in accordance with the Tax Act and the Regulations. For purposes of the FIE Proposals, Subscription Receipt Shares will constitute participating interests in the Company.

Under the FIE Proposals, the Company will not be a FIE at the end of its taxation year provided that either (i) the ‘‘carrying value’’ of all of its ‘‘investment property’’ is not greater than one-half of the ‘‘carrying value’’ of all its property; or (ii) throughout that taxation year, its principal undertaking is the carrying on of a business that is not an ‘‘investment business’’, within the meaning of those terms in the FIE Proposals. The determination of whether or not the Company is a FIE must be made on an annual basis at the end of each taxation year of the Company and no assurances can be given that the Company will not be a FIE at the end of any of its taxation years.

In any event, even if the Company were a FIE at the end of one of its taxation years, the FIE Proposals will not apply in a taxation year of a Holder of Subscription Receipt Shares if, at the end of the taxation year of the Company that ends in such year, the Subscription Receipt Shares are an ‘‘exempt interest’’ to such Holder. Generally, Subscription Receipt Shares will constitute an exempt interest to a Holder at the end of a particular taxation year of the Company if:

(a) it is reasonable to conclude that the Holder has, at that time, no ‘‘tax avoidance motive’’ (within the meaning of the FIE Proposals) in respect of the Subscription Receipt Shares;
(b) throughout the period that the Subscription Receipt Shares are held by such Holder during such taxation year of the Company, either: (i) the Company is governed by and exists under the laws of Australia, and the Company is a resident of Australia for purposes of the Canada-Australia Income Tax Convention , as amended; or (ii) the Company is a resident of Australia for purposes of the Tax Act and the Subscription Receipt Shares are listed on a ‘‘designated stock exchange’’ as defined in the Tax Act (which includes the TSX, the ASX and the Frankfurt Stock Exchange); and
(c) throughout the period that the Subscription Receipt Shares are held by such Holder during such taxation year of the Company, the Subscription Receipt Shares are an ‘‘arm’s length interest’’ of the Holder within the meaning of the FIE Proposals.

The determination of whether a Holder has a tax avoidance motive in respect of the Subscription Receipt Shares within the meaning of the FIE Proposals will depend upon the particular circumstances of the Holder.

Holders should consult their own tax advisors regarding the determination of whether they have such a tax avoidance motive.

The Subscription Receipt Shares will qualify as an ‘‘arm’s length interest’’ at any time in respect of a Holder for purposes of the FIE Proposals provided: (i) it is reasonable to conclude that (a) there are at least 150 persons each of which holds, at that time, Ordinary Shares of the Company having a total fair market value of at least $500; or (b) the Subscription Receipt Shares are identical to shares of the Company which are listed on a designated stock exchange and such shares were traded at least 10 consecutive days on that stock exchange in the period that begins 30 days before that time; (ii) it is reasonable to conclude that the Ordinary Shares of the Company can normally be acquired and sold by members of the public in the open market; and (iii) the aggregate fair market value, at that time, of the Ordinary Shares of the Company that are held by the Holder, or an entity or individual with whom the Holder does not deal at arm’s length, does not exceed 10% of the fair market value of all of the Ordinary Shares of the Company at that time. No assurances can be given that the Subscription Receipt Shares will qualify as an arm’s length interest as at the date hereof or at any time in the future.

The determination of whether or not the Subscription Receipt Shares constitute an ‘‘exempt interest’’ to a Holder must be made on an annual basis at the end of each taxation year of the Company and no assurances can be given that the Subscription Receipt Shares will constitute an exempt interest to any Holder at any taxation year end of the Company.

In the event that the FIE Proposals are enacted as last proposed and do apply to the Subscription Receipt Shares, a Holder may be required to include in income for each taxation year an amount of income or gains computed in accordance with the FIE Proposals, regardless of whether or not the Holder actually receives any income or realizes any gains relating to such Subscription Receipt Shares.

The FIE Proposals are complex and have been subject to extensive commentary and amendment. Prospective investors should consult their own tax advisors regarding the potential application of the FIE Proposals in their particular circumstances.

Foreign Property Information Reporting

A Holder of Subscription Receipt 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 Subscription Receipt Shares, at any time in the taxation year or fiscal period exceeds $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’’. 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, 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 a Subscription Receipt who acquires Subscription Receipt Shares in the Company upon the conversion of Subscription Receipts and who, for purposes of the Australian Tax Laws and at all relevant times, holds the Subscription Receipt Shares on capital account and who deals at arm’s length with, and is not affiliated with, either the Company or the Agents. This summary does not address issues for holders of Subscription Receipts who hold these interests or Subscription Receipt Shares on revenue account and these shareholders 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 Subscription Receipt Shares, and no representations with respect to the

income tax consequences to any prospective holder are made. Consequently, prospective holders of Subscription Receipt Shares should consult their own tax advisors with respect to their particular circumstances.

Taxation of Holders of Subscription Receipts Resident in Canada

This portion of the summary is applicable to holders of Subscription Receipt Shares who, for the purpose 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 Subscription Receipt Shares through Australian business operations.

Conversion of Subscription Receipts

The conversion of the Subscription Receipts into Ordinary Shares is unlikely to give rise to any adverse Australian income tax issues for Canadian residents. That is, there should be no Australian gain or loss realized by a holder on the issuance of a Subscription Receipt Share pursuant to a Subscription Receipt.

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 ’’) provide 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.

Disposal of Subscription Receipt 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 Subscription Receipt Shares who hold at least a 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 shares in the Company.

Taxation of Holders of Subscription Receipts Resident in Australia

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

Conversion of Subscription Receipts

The conversion of Subscription Receipts into Ordinary Shares is unlikely to give rise to any adverse Australian income tax issues for Australian residents. That is, there should be no Australian gain or loss realized by a holder on the issuance of a Subscription Receipt Share pursuant to a Subscription Receipt.

Dividends on Subscription Receipt Shares

Broadly, dividends paid on the Subscription Receipt 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 exchange for 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 exchanged for losses.

Disposal of Subscription Receipt Shares

Australian resident shareholders who hold their Subscription Receipt 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 disposal exceed the cost base of the Subscription Receipt Share. 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 disposal of a Subscription Receipt Share where the disposal proceeds received are less than the reduced cost base of the Subscription Receipt 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 its beneficiaries.

For complying superannuation funds a 33[1] ⁄3% capital gains discount is available if the Subscription Receipt 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

No additional consideration will be received by the Company and no commission or fee will be payable by the Company in connection with the automatic conversion of the Subscription Receipts upon satisfaction of the Release Conditions.

The net proceeds to be received from the sale of the Subscription Receipts will be approximately C$31,264,160, after deducting the Agents’ Fee of C$2,049,840 and expenses of the Offering estimated to be C$850,000. The gross proceeds from the sale of the Subscription Receipts were placed in escrow with the Subscription Receipt Agent and invested in short-term obligations of, or guaranteed by, the Government of Canada or a Province or Canadian Chartered Bank (or other approved investments) as more particularly described under the heading ‘‘ Plan of Distribution ’’. Upon and subject to satisfaction of the Release Conditions, the Escrowed Funds (other than the Agents’ Fee which shall be paid to the Agents) will be released to the

Company. Assuming the Release Conditions are satisfied, the Company intends to use the net proceeds of the Offering for development of the Central Ashanti Gold Project. More specifically, the net proceeds of the Offering (US$29,843,604) will be used to satisfy the Company’s obligations under the MOU with CAJV under which Perseus authorized US$30 million of expenditures (comprising US$6 million on design engineering, US$22 million on the supply of construction materials and US$2 million on construction works).

As previously stated, the Company has entered into a Mandate Letter in respect of a Project Facility of up to US$85 million, to be used for development of the Central Ashanti Gold Project. If advanced, the proceeds of the Project Facility will also be applied against the US$147.9 million capital cost of the Central Ashanti Gold Project. The balance of the capital cost of the project, after application of the Project Facility, and the proceeds of the Offering as aforesaid, will be financed by the Company from cash reserves or by way of debt or equity, or a combination thereof.

Perseus intends to hold the net proceeds from the Offering in term deposits at major Canadian and/or Australian banks pending their expenditure. Perseus may from time to time invest excess cash balances in short term commercial paper or similar securities.

While Perseus intends to spend the net proceeds of the Offering as stated above, there may be circumstances where, for sound business reasons, a re-allocation of funds may be necessary or advisable.

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.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected consolidated financial information of Perseus as at and for the periods indicated. This financial information is derived from, and should be read in conjunction with, the interim unaudited and annual audited consolidated financial statements and notes thereto which are included elsewhere in this Prospectus. All financial information presented herein is prepared in accordance with IFRS. Perseus has not, and is not required to provide a reconciliation of its financial statements to Canadian GAAP.

Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . Net Income (loss) . . . . . . . . . . . . . . . . . . . . . . . Loss per share — basic (cents per share) . . . . . . . . Loss per share — diluted (cents per share) . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total long-term financial liabilities . . . . . . . . . . . . Cash dividends declared (cents per share) . . . . . . .	Three Months Ended September 30,	Three Months Ended September 30,	Financial	Financial	Financial
	2009	2008	2009	2008	2007
	(Unaudited) 548,259 (3,929,419) (1.31) (1.31) 60,626,330 136,238,340 2,819,353 —	(Unaudited) (Audited) (Audited) (A$, except per share amount) 965,197 2,237,032 902,399 (3,432,350) (4,789,201) (4,841,074) (1.97) (2.53) (3.41) (1.97) (2.53) (3.41) 11,384,163 79,876,095 19,153,491 65,666,520 145,902,844 65,792,802 2,740,227 2,874,196 2,340,094 — — —

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following management’s discussion and analysis (‘‘ MD&A ’’) of financial condition and results of operations should be read in conjunction with the interim unaudited and annual audited consolidated financial statements of Perseus and the related notes thereto included elsewhere in this Prospectus (the ‘‘ Financial Statements ’’). The Financial Statements (and the financial information contained in this MD&A) were prepared in accordance with IFRS.

This MD&A contains forward looking information, such as statements regarding potential mineralization, reserves and exploration results and future plans and objectives of the Company that are to various risks and uncertainties, including those set forth in ‘‘ Statement Regarding Forward-Looking Information ’’ and ‘‘ Risk Factors ’’. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Readers are cautioned not to place undue reliance on this forward-looking information.

Overview

Perseus is an exploration and evaluation stage company and has not yet commenced mining operations on any of its properties. Accordingly, the Company does not currently have any mining revenues.

Perseus currently has no long-term debt obligations.

As at June 30, 2009, Perseus had 298,457,088 Ordinary Shares outstanding and 11,845,000 unlisted options outstanding convertible into an equivalent number of fully paid Ordinary Shares, subject to various expiry dates and exercise prices. Since that date, the Company has issued an additional 21,835,000 Ordinary Shares as follows: (i) 2,000,000 Ordinary Shares issued in August 2009 to Strategic Systems in connection with the acquisition of CAGL; (ii) 4,235,000 Ordinary Shares in the period September 2009 to January 27, 2010 pursuant to the exercise of the same number of unlisted options; and (iii) 15,600,000 Ordinary Shares in November 2009 pursuant to a private placement at a price of A$1.50 per share. Since June 30, 2009, the Company has also had a net increase of 565,000 options resulting from (i) the issuance of (A) 2,000,000 options in August 2009 to Strategic Systems in connection with the acquisition of CAGL; and (B) 2,950,000 options to directors, officers, employees and consultants; and (ii) the lapse or exercise of 4,385,000 options.

In addition, the Company issued 23,400,000 Subscription Receipts pursuant to the Offering that will be converted to an equivalent number of Ordinary Shares in the manner described in this Prospectus. As a result, as of January 27, 2010, the Company has 320,292,088 Ordinary Shares outstanding and an aggregate of 12,410,000 unlisted options and 23,400,000 Subscription Receipts convertible into an equivalent number of Ordinary Shares outstanding.

The Company’s objectives are to develop the Central Ashanti Gold Project, complete a DFS on the Tengrela Gold Project, develop the Tengrela Gold Project subject to a positive outcome from the DFS and expand its resource base through rapid exploration of the area covered by the Company’s existing tenements and the acquisition of prospective new projects.

Selected Annual Financial Information

For a summary of the Company’s annual results for each of the Company’s three most recently completed financial years, see ‘‘ Selected Consolidated Financial Information ’’.

Results of Operations

The financial performance of the Company is expected to be affected by ongoing exploration activities being conducted on its properties and the proposed development of the Central Ashanti Gold Project and Tengrela Gold Project. Until such time as commercial production is achieved, the Company will continue to incur administrative costs and exploration and development expenditures, resulting in continuing operating losses.

Should the development of the Central Ashanti Gold Project or the Tengrela Gold Project occur, the financial performance of the Company will be closely linked to the price of gold. The price of gold also affects the viability and economics of the Company’s other projects and prospects.

The Company reports its financial results in Australian dollars. The Company’s costs, however, are in Australian dollars, United States dollars, Ghanian Cedis and CFA francs and the Company receives the proceeds of financings in Australian dollars and Canadian dollars. If, as expected by management, the Central Ashanti Gold Project or any of the Company’s other projects commences production, future metals sales revenue will be in United States dollars. Fluctuations in these exchange rates may therefore significantly affect the results of operations of the Company.

To hedge against changes in the price of gold the Company purchased the Puts at a cost of US$9.1 million for the delivery of 100,000 ounces of gold in 2012 and 2013, representing approximately 22% of planned production from the Central Ashanti Gold Project during that period and will permit the Company to sell gold at US$850 per ounce should the prevailing price be less, or at prevailing spot prices if they are higher.

The exploration and development of the Company’s properties will require substantial additional financing. Failure to obtain sufficient financing in the future may result in delay or indefinite postponement of the exploration or development of any or all of the Company’s properties. There can be no assurance that bank financing or other types of financing will be available when needed or that, if available, the terms of such financing will be acceptable to the Company.

See ‘‘ Risk Factors ’’ for a further discussion of these and other risk factors associated with the Company and an investment in Ordinary Shares.

Review of Interim Period Ended September 30, 2009 as Compared to the Interim Period Ended September 30, 2008

On July 30, 2009, Perseus announced the results of the DFS on the Central Ashanti Gold Project and that based on the positive results thereof, development of the Central Ashanti Gold Project would be expedited. In October 2009, based on the positive results of the pre-feasibility study, continuing exploration success and a buoyant gold sector, Perseus announced its intention to conduct a DFS on the Tengrela Gold Project.

Total cash and cash equivalents on hand at September 30, 2009 was A$60,626,330 as compared to A$11,384,163 as at September 30, 2008 and A$79,876,095 as at June 30, 2009.

The Company’s principal source of income during the three month period ended September 30, 2009 was from interest on bank deposits. Interest revenue for the three month period ended September 30, 2009 was A$548,259, compared to A$131,022 for the three month period ended September 30, 2008 and A$700,633 as at June 30, 2009. There was no other revenue for the three month period ended September 30, 2009, compared to A$834,175 for the three month period ended September 30, 2008 and A$1,536,399 for the financial year ended June 30, 2009 on account of a A$832,925 gain on the disposition of the KR Assets prior to September 30, 2008 and A$691,932 in foreign exchange gains and other miscellaneous income.

The consolidated net loss for the three month period ended September 30, 2009 was A$3,929,419 (or A$0.0131 per share) compared to A$3,432,350 (or A$0.0197 per share) for the three month period ended September 30, 2008 and A$4,789,201 (or A$0.0253 per share) for the financial year ended June 30, 2009, reflecting increases in general and administrative expenses, foreign exchange losses (A$1.6 million) and losses on the revaluation of gold put options (A$1.8 million), offset by the impairment of the investment in Manas in the three month period ended September 30, 2008 (A$3.4 million).

The Company’s accounting policy is to capitalise its expenditure on exploration and evaluation activities. During the three month period ended September 30, 2009, the Company incurred exploration and evaluation expenditures of A$4 million (consisting of A$2.6 million on the Central Ashanti Gold Project, A$1.2 million on the Tengrela Gold Project and A$0.2 million on other projects), although this was offset by a A$2.3 million foreign currency translation difference and a A$1.6 million credit for overstated provisions as at the beginning of the three month period ended September 30, 2009 leaving a net increase of A$0.1 million in deferred exploration costs. This compares to exploration expenditures of A$9.1 million (consisting of A$7.4 million on Central Ashanti Gold Project and A$1.7 million on the Tengrela Gold Project) for the three month period ended September 30, 2008 and A$28 million for the financial year ended June 30, 2009.

General and administrative expenses were A$859,985 for the three month period ended September 30, 2009, as compared to A$764,324 for the three month period ended September 30, 2008 and A$3,336,244 for the

financial year ended June 30, 2009. General and administrative costs increased due to the increased activity in West Africa (A$0.1 million), offset by a reduction in payments to consultants and options issued to employees (A$0.1 million).

Review of the Year Ended June 30, 2009 as Compared to the Year Ended June 30, 2008

In July 2008, as part of a ‘‘spin off’’ pursuant to which Manas listed on the ASX, Perseus transferred the KR Assets to Manas and Perseus was issued approximately 42% of the outstanding ordinary shares of Manas. Shareholders of Perseus of record as of January 18, 2008 were given priority rights to participate in Manas’s initial public offering.

In October 2008, Perseus completed a pre-feasibility study on the Central Ashanti Gold Project which concluded, among other things, that a base case throughput of 4.5 Mtpa was preferable to 3 Mtpa. In November 2008, Perseus announced an initial resource estimate for the Tengrela Gold Project and on February 9, 2009, released the results of the pre-feasibility study on the Tengrela Gold Project.

On May 20, 2009 Occidental Ivory Coast and SOMICI entered into the 2009 Tengrela Option Agreement. The 2009 Tengrela Option Agreement grants Occidental Ivory Coast the option to purchase an additional 5% interest in the Tengrela Gold Project. See ‘‘ General Development and Description of the Business — Three Year History ’’.

Also in the financial year ended June 30, 2009, the Company acquired the Central Ashanti Gold Project by acquiring all of the issued and outstanding shares of SSI (now CAGL).

Total cash and cash equivalents on hand at June 30, 2009 was A$79,876,095 as compared to A$19,153,491 as at June 30, 2008, principally on account of the proceeds of the private placements completed in the financial year ended June 2009.

The Company’s principal source of income during the financial year ended June 30, 2009 was from interest on bank deposits. Interest revenue for the financial year ended June 30, 2009 was A$700,633 as compared to A$776,160 for the financial year ended June 30, 2008, reflecting a declining bank balance during the period (which then increased significantly in June 2009 due to private placements completed that month raising an aggregate A$91.7 million). Other revenue was A$1,536,399 for the financial year ended June 30, 2009 as compared to A$126,239 for the financial year ended June 30, 2008 on account of an increase of foreign exchange gains (A$0.6 million) and a gain on the disposition of the KR Assets to Manas (A$0.8 million).

The consolidated net loss for the financial year ended June 30, 2009 was A$4,789,201 (or A$0.0253 per share) as compared to A$4,841,074 (or A$0.0341 per share) for the financial year ended June 30, 2008, reflecting decreases in general and administrative expenses, offset by increases in impairment in investments in associates (A$3.3 million) and the recognition of the Company’s share of Manas’ losses (A$0.3 million).

For the financial year ended June 30, 2009, total expenditure on exploration and evaluation activities was A$28 million (consisting of A$22.8 million on the Central Ashanti Gold Project and A$5.2 million on the Tengrela Gold Project), which was offset by a A$6.8 million foreign currency translation difference leaving a net increase of A$21.2 million in deferred exploration costs. For the financial year ended June 30, 2008, total expenditure on exploration and evaluation activities was also A$28 million (consisting of A$18.8 million on the Central Ashanti Gold Project, A$4.9 million on the Tengrela Gold Project, A$2.2 million on the Grumesa Gold Project and A$2 million on gold projects in the Kyrgyz Republic), which was offset by a A$5.2 million foreign currency translation difference leaving a net increase of A$22.8 million in deferred exploration costs.

General and administrative expenses were A$3,336,245 for the financial year ended June 30, 2009 as compared to A$5,510,385 for the financial year ended June 30, 2008. General and administrative costs decreased due to the lower valuation of options issued to directors, consultants and employees during the financial year ended June 30, 2009 (A$2.5 million). This reduction however was partially offset by: (i) an increase in listing and compliance fees (A$0.1 million) as the Company completed the Manas ‘‘spin off’’ and considered a TSX listing in 2009; and (ii) an increase in administrative expenses in West Africa as a result of increased activity at the Central Ashanti Gold Project (A$0.2 million).

Review of the Year Ended June 30, 2008 as Compared to the Year Ended June 30, 2007

During the financial year ended June 30, 2008 the Company entered into the 2008 Tengrela Option Agreement pursuant to which it may increase its interest in the Tengrela Gold Project by 3%. Also, in the financial year ended June 30, 2008, Perseus was granted two new reconnaissance permits covering an aggregate area of 1,839 km[2] , partially adjoining the Tengrela Gold Project.

The Company’s cash and cash equivalents on hand as at June 30, 2008 was A$19,153,491 as compared to A$5,390,895 as at June 30, 2007. The significant increase reflects the equity financings completed towards the end of the financial year ended June 30, 2008.

The Company’s principal source of income during the financial year ended June 30, 2008 was from interest on bank deposits. Interest revenue for the financial year ended June 30, 2008 was A$776,160 as compared to A$381,648 for the financial year ended June 30, 2007, reflecting a higher level of average cash balances invested in interest-bearing short term deposits. Other revenue was A$126,239 for the financial year ended June 30, 2008, compared to A$1,407,525 for the financial year ended June 30, 2007 reflecting a gain of A$1.38 million related to the disposal of listed shares and unlisted options.

The consolidated net loss for the financial year ended June 30, 2008 was A$4,841,074 (or A$0.0341 per share) as compared to A$521,491 (or A$0.0052 per share) for the financial year ended June 30, 2007, reflecting increases in general and administrative expenses and evaluation expenditures.

For the financial year ended June 30, 2008, total expenditure on exploration and evaluation activities was A$28 million (consisting of A$18.8 million on the Central Ashanti Gold Project, A$4.9 million on the Tengrela Gold Project, A$2.2 million on the Grumesa Gold Project and A$2 million on gold projects in the Kyrgyz Republic), which was offset by A$5.2 million foreign currency translation difference leaving a net increase of A$22.8 million in deferred exploration costs. For the financial year ended June 30, 2007, total expenditure on exploration and evaluation activities was A$14.4 million (consisting of A$10.3 million on the Central Ashanti Gold Project, A$1 million on the Tengrela Gold Project, A$1.8 million on the Grumesa Gold Project and A$1.3 million on gold projects in the Kyrgyz Republic), which was offset by A$1.2 million foreign currency translation difference leaving a net increase of A$13.2 million in deferred exploration costs.

General and administrative expenses were A$5,510,385 for the financial year ended June 30, 2008 as compared to A$1,819,388 for the financial year ended June 30, 2007. General and administrative costs increased mainly due to the higher number and value of options issued to directors and employees.

Summary of Half-Yearly Results

No discussion of quarterly results for the eight most recently completed quarters has been included herein due to the fact that quarterly financial statements have not been prepared by Perseus as it is not required to do so under either the listing rules of the ASX or the Corporations Act.

The following however sets out the financial results for each of the Company’s four most recently completed half-year periods. The half-year financial results are prepared in accordance with IFRS applied to the same basis as the consolidated financial statements included elsewhere in this Prospectus.

Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss per share — basic . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss per share — diluted . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Long-term financial liabilities . . . . . . . . . . . . . . . . . . . Cash dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . .		Six month periods ending	Six month periods ending
	June 30, 2009	December 31, 2008	June 30, 2008	December 31, 2007
	619,594 (893,643) 0.003 0.003 145,902,844 2,874,196 —	(Unaudited) 1,617,438 (3,895,558) 0.0223 0.0223 69,236,409 3,257,565 —	531,280 (3,566,540) 0.0241 0.0241 65,792,802 2,340,094 —	(Unaudited) 371,119 (1,274,534) 0.01 0.01 39,237,750 2,566,444 —

For the half year ended December 31, 2007 the Company had a net loss before tax of A$1.3 million (or A$0.01 per share) compared to A$3.9 million (or A$0.02 per share) for the half year ended December 31, 2008.

This increase reflects the write down in the investment in Manas after the ‘‘spin-off’’ of the KR Assets (A$4.7 million), as offset by the gain recognized on disposal of the KR Assets to Manas (A$1,219,188), and foreign exchange gains (A$860,565).

Share based payments to employees and directors contributed A$3.4 million to losses of A$3,566,540 in the six month period ended June 30, 2008, as compared to A$893,643 of losses for the six month period ended June 30, 2009 which is attributable to general overhead and administrative costs and a decline in interest revenue as a result of decreased bank balances and other cash assets.

The most significant change in the six month period ended June 30, 2009 was the completion of private placements and a rights offering, raising aggregate gross proceeds of A$75 million. The financings reflect a strengthening of the capital market, increases in the price of gold and the decision to develop the Central Ashanti Gold Project.

Liquidity and Capital Resources

As at December 31, 2009, the Company had A$67.2 million in cash and cash equivalents (A$60.6 million as at September 30, 2009).

During the last two years, the Company has accessed equity capital markets as its primary source of funding to finance its activities. A total of A$86.6 million was raised from the issue of Ordinary Shares during the financial year ended June 30, 2009 and A$46.1 million during the financial year ended June 30, 2008.

As previously stated, the Company’s plans are to develop the Central Ashanti Gold Project, complete a DFS on the Tengrela Gold Project subject to a positive outcome from the DFS on the Tengrela Gold Project, develop the Tengrela Gold Project and expand its resource base through rapid exploration of existing ground and the acquisition of prospective new projects.

The following table sets forth information regarding the Company’s contractual obligations as at December 31, 2009.

Contractual Obligations	Contractual Obligations		Payments Due by	Period (US$)
		Less than 1 Year	1 - 3 Years	4 - 5 Years	After 5 years
Purchase obligations(1) . . . . . . . . . . . . . . . . . . . .		US$22.7 million	—	—	—

Notes:

(1) Under the MOU, Perseus authorized CAJV to enter into binding contracts and arrangements with suppliers, subcontractors and manufacturers and perform work up to a maximum value of US$30 million (US$7.3 million of which was paid in December 2009), which amount forms part of the estimated US$147.9 capital cost for the Central Ashanti Gold Project.

(2) The Company’s mineral rights in Ghana and Ivory Coast are not subject to minimum expenditures on exploration activities and its operating leases are paid annually, in advance. The Company has no long term debt, capital lease obligations or other long term obligations.

The capital costs requirement for the Central Ashanti Gold Project is estimated to be approximately US$147.9 million. The Company intends to finance the capital cost of the Central Ashanti Gold Project with the net proceeds of the Offering, the Project Facility and as to the balance, with cash reserves or further equity or debt financing.

In that regard, it is anticipated that the Company’s cash reserves of A$67.2 million will be sufficient for the Company to finance the capital cost of the Central Ashanti Gold Project, after applying the net proceeds of the Offering and the Project Facility while maintaining capacity, financing the current exploration program and meeting all other contractual, corporate and administrative costs for the ensuing 18 months. The expenditures for exploration and drilling will depend on a number of factors including the success of the drilling or exploration program, as the case may be.

Further financing will be required (i) to the extent the Project Facility is not made available to the Company in material part, or at all; or (ii) the Lenders so require in respect of the balance of the capital cost of the Central Ashanti Gold Project after applying the proceeds of the Facilities and the Offering. The Company may also elect to finance a portion of the capital cost of the Central Ashanti Gold Project by way of a further equity or debt financing, rather than expending its cash reserves. In addition, further financing may also be required to fund

(i) any increases in the capital cost of the Central Ashanti Gold Project; (ii) all or a part of the cost of the DFS on the Tengrela Gold Project; (iii) assuming a positive outcome of the DFS on the Tengrela Gold Project, development of the Tengrela Gold Project; and (iv) the advance of any deposits identified as a result of the Company’s ongoing exploration program. At this time, the quantum and timing of these potential financings cannot be reliably estimated.

Based on the economics of Central Ashanti Gold Project the Company believes that it will be able to raise such funds. However, there is no assurance additional financing will be available, as and when required, or if available, that it will be on terms acceptable to the Company. See ‘‘ Risk Factors — Additional Financing ’’.

Transactions with Related Parties

For a description of all of the transactions involving the Company and related parties for the financial year ended June 30, 2009 and June 30, 2008 please refer to Note 23 and 24 of the Company’s financial statements for the year ended June 30, 2009 and the three month period ended September 30, 2009 commencing at page F-1 of this Prospectus.

Critical Accounting Estimates

Management is required to make various estimates in determining the reported amounts of assets and liabilities, revenues and expenses for each period presented and in the disclosure of commitments and contingencies.

Accounting estimates and judgments are continually re-evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable in the circumstances.

Management considers the following to be the Company’s most critical accounting estimates.

Share-Based Payments

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments as at the date at which they are granted. The fair value is determined by using the Black-Scholes model using the assumptions disclosed in Note 18 to the financial statements for the year ended June 30, 2009 and the three month period ended September 30, 2009 beginning at page F-1 of this Prospectus.

Exploration and Evaluation Expenditure

The Board of Directors of Perseus determines when an area of interest should be abandoned. When a decision is made that an area of interest is not commercially viable, all costs that have been capitalised in respect of that area of interest are written off. The decision of the Board of Directors is made after considering the likelihood of finding commercially viable mineral reserves.

Changes in Accounting Policies Including Initial Adoption

The Company’s key accounting policies and the adoption of new and revised accounting standards are provided in Note 1 to the financial statements for the financial year ending June 30, 2009 and the three month period ended September 30, 2009 beginning at page F-1 of this Prospectus. There have been no significant changes in such policies from the previous year.

Financial Instruments and Other Instruments

The principal financial instruments used by the Company as at September 30, 2009 are cash, metal hedging contracts, receivables, payables and prepayments. As a result of the use of these financial instruments, the Company is exposed to credit risk, liquidity risk and market risk.

Credit Risk

Credit risk is the risk of financial loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from customers and investment securities.

The Company limits its exposure to credit risk by investing in liquid securities and only with counterparties that have an acceptable credit rating. Further, the Company has established an allowance for impairment that represents an estimate of the losses incurred in respect of other receivables and investments. Management does not expect any counterparty to fail to meet its obligations.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due.

The Company manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows.

In the absence of operating revenue, the Company must raise additional capital from time to time in order to fund its exploration activities. The decision to raise capital in the future depends on market conditions existing at that time and the level of forecasted activities and expenditures.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, will offset the Company’s income. The Company is exposed to fluctuations in metal prices (principally gold), fluctuations in foreign currency and interest rates in the normal course of its business operations.

The Company uses metal hedges to mitigate its exposure to fluctuations in gold prices. In August 2009, the Company purchased 100,000 ounces of Puts maturing over 2012 and 2013, representing approximately 22% of the planned production for those years. The Puts enable the Company to sell 100,000 ounces of gold at US$850/oz should the prevailing price be less, or at the prevailing spot price if they are higher. The consideration for the Puts was US$9.1 million. Further, in connection with the Facilities the Company anticipates entering into an additional gold hedging facility for a minimum of 150,000 ounces of gold and a maximum of 600,000 ounces of gold at a price and structure yet to be determined.

The Company has not entered into any derivative financial instruments to hedge fluctuation in foreign currency. The Company is exposed to fluctuations in the United States dollar, the Ghanaian Cedi and the CFA franc. A strengthening or weakening of the Australian dollar against these currencies will affect the Company’s profit and loss.

Please refer to Note 19(c)(iii) of the Company’s financial statements for the year ended June 30, 2009 and the three month period ended September 30, 2009 commencing at page F-1 of this Prospectus for an analysis of the sensitivity of fluctuations in the Australian dollar against these currencies on the Company’s profit and loss.

The Company’s exposure to changes in interest rates relates primarily to the Company’s cash and cash equivalents. The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. The Company will, however, be exposed to the effect of interest rates fluctuation on any variable rate financial instruments entered into, including the Facilities.

The Company does not have any material risk exposure to any single debtor or group of debtors.

Please refer to Note 19(c)(iv) for the Company’s financial statements for the financial year ended June 30, 2009 and the three month period ended September 30, 2009 for an analysis of the sensitivity of the Company’s profit and loss to changes in interest rates.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

This Prospectus qualifies the distribution of 23,400,000 Subscription Receipt Shares to be issued upon the conversion of the Subscription Receipts. Perseus has granted to each Subscription Receipt holder a contractual right of rescission in respect of the Offering. The contractual right of rescission provides that if a holder of a Subscription Receipt who acquires an Ordinary Share of Perseus on conversion of the Subscription Receipt as provided for in this Prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because this Prospectus or an amendment hereto contains a misrepresentation:

(a) the holder is entitled to rescission of both the conversion of its Subscription Receipt and the private placement transaction under which the Subscription Receipt was initially acquired;

(b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the Agents or Perseus, as the case may be, on the acquisition of the Subscription Receipts; and
(c) if the holder is a permitted assignee of the interest of the original Subscription Receipt, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

The Subscription Receipt Shares are Ordinary Shares. Subject to certain prescribed exceptions, 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.

As of January 27, 2010, there are 320,292,088 Ordinary Shares issued and outstanding. Upon the issuance of the Subscription Receipt Shares on the automatic conversion of the Subscription Receipts, the Company will have 343,692,088 Ordinary Shares issued and outstanding. See ‘‘ Consolidated Capitalization ’’.

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 or an issue that is subsequently approved by 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 September 30, 2009, other than with respect to the Offering. Pursuant to the Offering, the Company issued 23,400,000 Subscription Receipts on November 10, 2009, each of which will be automatically converted into one Ordinary Share upon satisfaction of the Release Conditions in the manner described in this Prospectus. See ‘‘ Plan of Distribution ’’.

PRINCIPAL HOLDERS OF ORDINARY SHARES

As at the date of this Prospectus, to the knowledge of the directors and executive officers of Perseus, no person beneficially owns, directly or indirectly, or exercises control or direction over, Ordinary Shares carrying 10% or more of the voting rights attaching to all issued and outstanding Ordinary Shares, except as follows:

Name and Address Macquarie Bank Limited . . . . . . . . . . . . No. 1 Martin Place Sydney, NSW Australia	Designation or Class Ordinary Shares	Number Before Offering 37,287,012	Before Offering Percentage 11.6(1)	Number After Offering 37,287,012	Percentage After Offering
					10.9(2)

Notes:

(1) 11.2% on a fully diluted basis prior to the Offering.

(2) 10.5% on a fully diluted basis after the Offering.

OPTIONS TO ACQUIRE ORDINARY SHARES

The following table sets forth the number of options to purchase Ordinary Shares issued and outstanding as at January 27, 2010. As of that date, the closing market value of the Ordinary Shares on the ASX was A$1.83.

Name Executive officers and past executive officers as a group (four persons)(1) . . . . . . . . . . . . . . . . . . Directors and past directors (who are not also executive officers) as a group (five persons)(7) . . . Other employees and past employees, as a group (four persons) . . . . . . . . . . . . . . . . . . . . . . . . Directors and past directors of subsidiaries, as a group (two persons) . . . . . . . . . . . . . . . . . . . . Other employees and past employees of subsidiaries, as a group (seven persons) . . . . . . . . . . . . . . . . . . . . . . (four persons) . . . . . . . . . . . . . . . . . . . . . . Consultants, as a group(9)(one consultant) . . . . . . Waratah (Aust) Pty Ltd.(10) . . . . . . . . . . . . . . . . . Total — All options . . . . . . . . . . . . . . . . . . . . . .	Ordinary Shares Under Options Granted (#) 475,000 950,000 1,200,000 1,200,000 600,000 400,000 400,000 600,000 400,000 600,000 150,000 80,000 340,000 415,000 1,800,000 1,000,000 1,800,000 12,410,000	Exercise or Base Price (A$/Ordinary Share) 0.50 0.65 1.50 1.50 1.50 1.50 1.50 1.00 1.80 1.30 1.30 0.65 0.65 0.65 2.13 1.00 0.60	Market Value of Ordinary Shares Underlying Options on the Date of Grant (A$/Ordinary Share) 0.49(2) 0.60(3) 1.40(4) 1.40(4) 1.40(4) 1.40(4) 1.40(4) 1.30(5) 1.63(6) 1.69(11) 1.25(8) 0.60(3) 0.60(3) 0.60(3) 1.91(12) 0.93(9) 0.93(10)	Expiration Date
				April 1, 2010 January 23, 2012 July 31, 2010 July 31, 2010 July 31, 2010 July 31, 2010 July 31, 2010 June 30, 2011 March 31, 2012 March 31, 2012 Sept 29, 2012 January 23, 2012 January 23, 2012 January 23, 2012 January 14, 2012 Dec. 31, 2010 August 13, 2011

Notes:

(1) Messrs. Calderwood, Carson, Thomson, Shah and Brans.

(2) Options issued June 1, 2007.

(3) Options issued January 23, 2009.

(4) Options issued December 10, 2007.

(5) Options issued December 19, 2008.

(6) Options issued October 15, 2009.

(7) Messrs. Gillard, Fearis, Bohm and Harvey.

(8) Options issued on September 29, 2009.

(9) Options issued to BGF Equities Pty Ltd. on March 20, 2009 as part consideration for advisory services.

(10) Options issued to Waratah (Aust) Pty Ltd. (upon assignment by Strategic Systems) on August 13, 2009 pursuant to the terms of the Central Ashanti Option Agreement. See ‘‘ General Development and Description of Business — Central Ashanti Gold Project ’’.

(11) Options issued on December 3, 2009.

(12) Options issued on January 15, 2010.

Employee Stock Option Plan

In November 2005, Perseus adopted an employee stock option plan (the ‘‘ Employee Option Plan ’’). The Employee Option Plan is designed to encourage greater interest on the part of employees, consultants and contractors of the Company and provide such persons with incentive to increase profitability and shareholder return. The options are granted for no cash consideration and the exercise price for the options is determined by the Board of Directors, provided that the exercise price is not less than 80% of the average market price of Ordinary Shares sold on the ASX during the five trading days ending on the trading day immediately prior to the date of the grant. The options are non-transferable.

The options are not listed on the ASX. The maximum number of Ordinary Shares that may be the subject of a grant of options under the Employee Option Plan, when aggregated with the number of Ordinary Shares that would be issued if all then outstanding options were exercised must not exceed five percent of the number of outstanding Ordinary Shares at the time of the grant.

Directors are not entitled to participate in the Employee Option Plan, but may be granted options at the discretion of the Board of Directors from time to time. See ‘‘ Statement of Executive Compensation ’’.

PRICE RANGE AND TRADING VOLUME

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

January 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . February 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . May 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . September 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . October 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . January 1 to 27, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	High Low (A$) (A$) 0.76 0.42 0.83 0.56 0.75 0.53 1.01 0.65 0.95 0.82 1.01 0.70 0.83 0.69 0.96 0.77 1.37 0.82 1.75 1.16 1.85 1.42 1.80 1.47 2.14 1.69	Volume
		7,073,900 9,862,800 10,026,700 16,402,100 15,396,400 13,456,300 8,561,300 16,894,000 27,726,100 26,161,800 23,430,400 18,892,200 17,286,545

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.

the 12 months preceding the date of this Prospectus.
Date 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 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April 6, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April 6, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 30, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 26, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 23, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 20, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 20, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 20, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 20 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 16, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 4, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . February 27, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . February 27, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . February 20, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . February 11, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . January 28, 20009 . . . . . . . . . . . . . . . . . . . . . . . . . . January 27, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . January 23, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . .	Number of Securities 1,800,000(1) 200,000(2) 10,000(2) 50,000(2) 600,000 1,000,000(2) 50,000(2) 20,000(2) 23,400,000(3) 15,600,000 150,000(2) 45,000(2) 400,000(4) 80,000(2) 40,000(2) 250,000(2) 2,250,000(2) 60,000(2) 150,000(5) 30,000(2) 2,000,000(6) 2,000,000(6)(7) 250,000(2) 20,646,099 71,100,000 23,000(8) 4,728,983(8) 1,412,100(2) 880,200(2) 2,070,000(2) 849,976(2) 1,038,344(8) 300,000(2) 1,000,000(9)(10) 1,000,000(9)(11) 630,305(8) 95,812(8) 1,461,554(6) 2,500,000(6)(12) 126,287(8) 30,000(8) 17,000,000 320,529 2,670,000(13)	Security 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 Stock Options Ordinary Shares Ordinary Shares Stock Options Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Stock Options Stock Options Ordinary Shares Ordinary Shares Ordinary Shares Stock Options Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Stock Options	Price Per Security
			(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 0.65 0.40 0.65 1.30 0.65 0.925 0.60 0.40 0.82 0.82 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.20 0.80 1.00 0.20 0.20 0.6735 0.40 0.20 0.20 0.50 0.20 0.65

Notes:

(1) Issued pursuant to the Employee Option Plan. Each option is exercisable until January 14, 2012.
(2) Issued upon exercise of unlisted stock options.
(3) Issued pursuant to the Offering.
(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 pursuant to the terms of the Central Ashanti Option Agreement. See ‘‘ General Description of Business — Central Ashanti Gold Project ’’.
(7) Each option is exercisable until August 13, 2011.
(8) Issued upon exercise of listed stock options
(9) Issued as consideration to BGF Equities Pty Ltd. for advisory services.
(10) Each option is exercisable until December 31, 2009
(11) Each option is exercisable between January 1, 2010 and December 31, 2010.
(12) Each option is exercisable until November 30, 2009.
(13) Issued pursuant to the Employee Option Plan. Each option is exercisable between July 23, 2009 and January 23, 2012.

DIRECTORS AND OFFICERS

Name and Occupation

The following table sets forth the name of each director and executive officer of Perseus, their province or state and country of residence, their position(s) with the Company, their principal occupation during the preceding five years, and the date they first became a director of the Company.

Name and Residence REGINALD N. GILLARD(2)(3) . . . Western Australia, Australia MARK A. CALDERWOOD . . . . . Western Australia, Australia COLIN J. CARSON . . . . . . . . . . . Western Australia, Australia RHETT B. BRANS . . . . . . . . . . . Western Australia, Australia NEIL C. FEARIS(2)(3) . . . . . . . . . . Western Australia, Australia T. SEAN HARVEY(2) . . . . . . . . . . Ontario, Canada MICHAEL A. BOHM(3) . . . . . . . . Western Australia, Australia SUSMIT M. SHAH . . . . . . . . . . . Western Australia, Australia KEVIN P. THOMSON . . . . . . . . . Accra, Ghana	Position(s) with Perseus Non-Executive Chair Managing Director Executive Director Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Company Secretary Exploration Manager	Principal Occupation During Past Five Years Acting as director of various public companies Managing Director, Perseus (2004 to present) Executive Director, Perseus (2003 to present); Executive Director, Caspian Oil & Gas Ltd. (1996 to present) Managing Director, Proman Consulting Engineers (2008 to present, 1992 to 2005); General Manager, Engineering and Construction, Straits Resources Limited (1992 to 2005) Self-employed businessperson (1999 to present) Self-employed consultant (June 2006 to present); Chairman, Andina Minerals Inc. (2004 to present); President & Chief Executive Officer, Orvana Minerals Corp. (April 2005 to June 2006); Self-employed consultant (January 2004 to April 2005) Managing Director, Herencia Resources plc (January 2009 to present); Chief Development Officer and Managing Director (Asia), Mineral Securities Operations Ltd. (August 2005 to December 2008); Consultant/Project Director/ Operations Director, Sally Malay Mining Limited (September 2001 to March 2005) Director, Corporate Consultants Pty Ltd. (November 1996 to present) Exploration Manager, Perseus Mining Limited (April 2007 to present); Regional Geologist and Exploration Manager, Newmont Mining Corp. (July 2002 to March 2007)	Director Since(1)
			2003 2004 2003 2004 2004 2009 2009 n/a n/a

Notes:

(1) Perseus’s constating documents provide that one-third of the directors, excluding the Managing Director, shall retire by rotation annually. Retiring Directors are eligible for re-election at the annual general meeting.

(2) Member of the Audit Committee.

(3) Member of the Remuneration Committee.

Shareholdings of Directors and Senior Officers

As at the date of this Prospectus, the directors and executive officers of Perseus, as a group, beneficially owned, controlled or directed, directly or indirectly, 6,595,700 Ordinary Shares representing approximately 2.1% of the issued and outstanding Ordinary Shares, and hold options to acquire an additional 6,825,000 Ordinary Shares, representing approximately 3.8% of the Ordinary Shares on a fully-diluted basis. Upon the issue of the Subscription Receipt Shares, the directors and executive officers, as a group, will own or exercise control over 1.9% of the outstanding Ordinary Shares.

Indebtedness Of Directors And Officers

There is no indebtedness owing to the Company from any executive officer or director or former director or executive officer of Perseus or any subsidiary of Perseus or any associate of such person, including indebtedness that is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Perseus or a subsidiary of Perseus. No person who is, or was at any time during the most recently completed financial year was, a director or executive officer of the Company, or any associate of such person, is, or was at any time since the beginning of the most recently completed financial year of the Company, has been indebted to the Company or any of its subsidiaries, including any indebtedness that is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Perseus or a subsidiary of Perseus.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No director or executive officer of Perseus is, as at the date hereof, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including Perseus) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation that was in effect for a period or more than 30 consecutive days (a ‘‘ Cease Trade Order ’’) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to a Cease Trade Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No director or executive officer of Perseus nor, to the knowledge of Perseus, any shareholder holding a sufficient number of securities of Perseus to affect materially the control of Perseus (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including Perseus) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder, other than as described as follows:

(a) from November 1996 to June 2008, Mr. Gillard was a director of Voyager Resources Limited (‘‘ Voyager ’’) (previously Lafayette Mining Limited), an issuer listed on the ASX. On December 18, 2007, Voyager entered into voluntary administration under the provisions of the Corporations Act. In April 2008, Voyager entered into a deed of company arrangement with the consent of its creditors. In August 2009, the deed of company arrangement was effected, completing the term of the deed administrator. Voyager’s securities were reinstated to quotation on the ASX in September 2009; and
(b) from August 2005 to November 2008, Mr. Bohm was a director of certain unlisted subsidiaries of Mineral Securities Limited, an ASX listed company, including Mineral Securities Operations Limited, Kadina Pty Ltd, Platmin Holdings Pty Ltd and Mineral Securities Holdings Pty Ltd, (collectively, the ‘‘ CopperCo Subsidiaries ’’). In August 2008, CopperCo Limited (‘‘ CopperCo ’’), also an ASX listed company, acquired Mineral Securities Limited and the CopperCo Subsidiaries. In late November 2008, CopperCo and a number of its subsidiaries, including the CopperCo Subsidiaries, were placed in voluntary administration

and receivership. Mr. Bohm resigned as a director of the CopperCo Subsidiaries immediately prior to the CopperCo Subsidiaries being placed in voluntary administration and receivership. The CopperCo Subsidiaries are now wholly-owned subsidiaries of Cape Lambert Iron Ore Ltd. and as of the date hereof, are no longer in voluntary administration and receivership.

No director or executive officer of Perseus, nor, to the knowledge of Perseus, any shareholder holding a sufficient number of securities of Perseus to affect materially the control of Perseus, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority (each, a ‘‘ Securities Authority ’’) or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

The directors and officers of Perseus are, or may become, directors or officers of other companies with businesses which may conflict with the business of Perseus. Directors are required to act honestly and in good faith with a view to the best interests of Perseus. In addition, directors in a conflict of interest position are required to disclose certain conflicts to Perseus and to abstain from voting in connection with the matter. To the best of Perseus’s knowledge, there are no known existing or potential conflicts of interest between Perseus and a director or officer of Perseus as a result of such individual’s outside business interests at the date hereof. However, certain of the directors and officers of Perseus serve as directors and/or officers of other companies. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on behalf of Perseus. See ‘‘ Risk Factors — Certain Directors Are Involved In Other Mining Interests ’’.

AUDIT COMMITTEE AND CORPORATE GOVERNANCE

Audit Committee Charter

The full text of the charter of Perseus’s Audit Committee is attached to this Prospectus as Appendix ‘‘B’’.

Composition of the Audit Committee

The Audit Committee members are Messrs. Fearis, Gillard and Harvey, each of whom is financially literate and independent within the meaning of National Instrument 52-110 — ‘‘ Audit Committees ’’ (‘‘ NI 52-110 ’’).

Relevant Education and Experience

The education and experience of each of Messrs. Fearis, Gillard and Harvey that is relevant to the performance of his responsibilities as an audit committee member is set out below.

Neil Christian Fearis LL.B(Hons) MAICD F FIN

Mr. Fearis has 30 years’ experience as a commercial lawyer in the United Kingdom and Australia. Mr. Fearis practices principally in the area of mergers and acquisitions, takeovers, public flotations, and other forms of capital raising. Mr. Fearis is a member of several professional bodies associated with commerce and the law. Mr. Fearis is admitted as a solicitor of the Supreme Court of England and Wales, is a Member of the Australian Institute of Company Directors and a Fellow of the Financial Services Institute of Australasia. Mr. Fearis is a graduate of the University of London.

Reginald N. Gillard BA FCPA FAICD JP

After practicing as an accountant for over 30 years, during which time Mr. Gillard formed and developed a number of service related businesses, Mr. Gillard now focuses on corporate management, corporate governance and the evaluation and acquisition of resource projects as a director of Corporate & Resources Consultants Pty Ltd. Mr. Gillard is a Fellow of the Australian Society of Practicing Accountants, a Fellow of the Australian Institute of Company Directors, and a Member of the Royal Association of Justices of Western Australia. Mr. Gillard is a graduate of the University of Western Australia and Perth Technical College.

Sean Harvey MBA LL.B MA

Sean Harvey was President & Chief Executive Officer of Orvana Minerals Corp. Mr. Harvey currently sits on the Boards and Audit Committees of Victoria Gold Corp., Andina Minerals Inc., Nord Resources Corp. and Australian Solomons Gold Ltd., the first two companies being TSX-V listed and the balance being TSX listed. Mr. Harvey has also acted as President and CEO of TVX Gold Inc. at the time of its sale to Kinross Gold Corporation in 2003. Subsequently, Mr. Harvey was President and CEO of Atlantico Gold Inc., a private Brazilian mining company involved in the development of the Amapari project that was sold to Wheaton River Minerals Ltd in early 2004. Mr. Harvey was also an independent financial consultant and a director of Deutsche Bank Securities Limited (financial advisory services).

External Auditor Service Fees

The following table provides detail in respect of audit, audit related, tax and other fees paid by Perseus to HLB Mann Judd, as external auditor:

																												Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
																												(A$)	(A$)	(A$)	(A$)
Year ended June	30,	2009	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	39,800	—	—	—
Year ended June	30,	2008	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	30,100	15,400	—	—

Audit fees were paid for professional services rendered by HLB Mann Judd for the audit of the Perseus’s annual financial statements and services provided in connection with statutory and regulatory filings.

Audit-related fees, consisting of ‘‘quality review fees’’ were paid to HLB Mann Judd for services related to the performance of the audit or review of Perseus’s financial statements in preparation for a listing of the Ordinary Shares on the TSX.

Corporate Governance

Messrs. Fearis, Bohm, Harvey and Gillard are considered to be ‘‘independent’’ directors for the purposes of National Instrument 58-101 ‘‘ Disclosure of Corporate Governance Practices ’’ (‘‘ NI 58-101 ’’). As such, a majority (four of seven) of the directors are independent. Mr. Calderwood is not considered to be independent on the basis that he is the Managing Director of Perseus. Messrs. Carson and Brans are not considered independent on the basis that they are Executive Directors of Perseus.

Certain directors of Perseus are directors of other reporting issuers (or the equivalent) in Canada or foreign jurisdictions, as set out below:

jurisdictions, as set out below:
Director	Name of Issuer(s)
Reginald N. Gillard . . . . . . . . . . .	Aspen Group Limited, Caspian Oil & Gas Limited, Tiger Resources Limited,
	Eneabba Gas Limited, Lindian Resources Limited, Platina Resources Limited
Mark A. Calderwood . . . . . . . . . .	Manas Resources Limited
Colin J. Carson . . . . . . . . . . . . . .	Caspian Oil & Gas Limited, Manas Resources Limited
Neil C. Fearis . . . . . . . . . . . . . . .	Carnarvon Petroleum Ltd., Magma Metals Limited
T. Sean Harvey . . . . . . . . . . . . . .	Nord Resources Corp., Andina Minerals Inc., Victoria Gold Corp., Australian
	Solomons Gold Ltd.
Michael Bohm . . . . . . . . . . . . . . .	Herencia Resources plc

The independent directors of Perseus do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. In order to facilitate open and candid discussion among its independent directors, from time to time as circumstances dictate, the non-independent directors and any representatives of management in attendance at meeting of the Board of Directors are excused.

Mr. Reginald Gillard serves as non-executive chairman of the Board of Directors and is an independent director. Mr. Gillard’s duties as chairman include settling the agenda for, and leading, meetings of the directors. The chairman is also responsible, in consultation with the Board of Directors, for interpreting and monitoring the Company’s compliance with its continuous disclosure obligations under applicable stock exchange rules and securities legislation.

Since the beginning of Perseus’s most recently completed financial year there have been eight formal Board meetings. With the exception of Messrs. Calderwood and Brans, each of whom has missed one meeting, all of the Directors have attended each of the meetings convened during the most recently completed financial year and in the case of Messrs. Harvey and Bohm, since becoming directors of Perseus.

Mandate of the Board of Directors

The Board of Directors does not have a written mandate. Under applicable corporate law, the Board of Directors is responsible for setting the strategic direction and establishing the policies of the Company. Otherwise the Board of Directors delineates its own role and responsibilities. The Board of Directors is responsible for overseeing the Company’s financial position, and for monitoring its business and affairs on behalf of the shareholders, by whom the directors are elected and to whom they are accountable. The Board of Directors also addresses issues relating to internal controls and risk management. In addition to these duties, the Board of Directors monitors and receives advice on areas of operational and financial risk and control framework, and considers strategies for appropriate risk management arrangements. The Board of Directors holds regular meetings to discuss operational matters, and holds strategy meetings and other special purpose meetings, at such other times as may be necessary to address any specific significant matters that may arise.

Position Descriptions

The Board of Directors has not developed written position descriptions for the non-executive chairman of the Board of Directors. However, by agreement among the directors, Mr. Gillard’s duties as non-executive chairman are as described above.

The mandate of the Audit Committee provides that the chairman of the Audit Committee shall be determined by the Board of Directors and shall not be the non-executive Chairman of the Board of Directors. The mandate of the Audit Committee also provides that its chairman thereof shall report the results of the Audit Committee’s deliberations and recommendations directly to the Board of Directors.

The Board of Directors and the Managing Director (the functional equivalent to the Chief Executive Officer) have not developed a written position description for the Managing Director. The delineation of the role and responsibility of the Managing Director is determined by discussions among the Managing Director and the other members of the Board of Directors from time to time.

Orientation and Continuing Education

New directors do not participate in a formal orientation regarding the role of the Board, its committees and its directors, and the nature and operations of the business of Perseus. However, orientation and education activities are undertaken on an ad hoc basis for existing board members including meeting with the Company’s management, external legal counsel and auditors, and other external consultants as is appropriate or desirable from time to time by the directors. The Company is of the view that these orientation and education activities are appropriate given the nature and scope of the Company’s business activities. Each director also has the right to seek independent professional advice at the Company’s expense provided that prior approval of the Chairman is obtained, which will not be unreasonably withheld.

Ethical Business Conduct

Perseus has adopted a written code of business conduct for its directors, officers and employees. This code may be obtained from the Company upon request. The Board of Directors monitors compliance with the code of business conduct by requiring employees and consultants to report breaches of the Code and then dealing appropriately with reported breaches. In accordance with the provisions of the code of business conduct and applicable corporate law, the directors ensure that any director or executive officer who has a material interest in proposed transactions or agreements involving the Company disclose such interest prior to consideration of the relevant matter by the directors and abstain from voting on approval of such transactions as appropriate. See ‘‘ Directors and Officers — Conflicts of Interest ’’.

Nomination of Directors

The Board of Directors believes that the Company is currently not of sufficient size to justify the establishment of a nomination committee.

The Board of Directors reviews its composition on an annual basis to ensure that the Board of Directors has the appropriate mix of expertise and experience. When a vacancy exists or where it is determined that the

Board of Directors would benefit from the services of a new director with particular skills, the Board of Directors will identify candidates with relevant qualifications, skills and experience. External advisers may be used to assist in such a process. The Board of Directors will then appoint or present for election the most suitable candidate.

Compensation

The Board of Directors has established a remuneration committee (the ‘‘ Remuneration Committee ’’) comprised of three directors, Messrs. Gillard, Fearis and Bohm. Each member of the Remuneration Committee is considered to be ‘‘independent’’ for the purposes of NI 58-101. The Remuneration Committee is responsible for, among other things, evaluating the performance of the Company’s management and making recommendations to the Board with respect to the compensation of the Company’s management.

Committees of the Directors

The Board of Directors has no standing committees other than the Audit Committee and the Remuneration Committee.

Assessments

The Board of Directors meets annually to review its own performance. Evaluations are based on specific criteria, including whether strategic and operational objectives are being met. The Board of Directors have not established formal assessments of the effectiveness and contribution of individual directors, the Audit Committee or the Remuneration Committee. However, assessments may be undertaken on an informal basis. The directors may, in the future, adopt a process of formal written assessments as to their individual effectiveness.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

Perseus’s compensation practices are designed to attract, motivate and retain highly qualified employees and executives to manage the business of the Company by rewarding individual and corporate performance and aligning the interests of the Named Executive Officers (as defined in Form 51-102F6 — Statement of Executive Compensation ) (the ‘‘ Named Executive Officers ’’ or ‘‘ NEOs ’’) with the Company’s shareholders.

As at June 30, 2009, the Company had five Named Executive Officers: Mark Calderwood, the Managing Director; Colin Carson, an executive director and who occupies the position functionally equivalent to the Chief Financial Officer; Rhett Brans, an executive director; Susmit Shah, the company secretary and Kevin Thomson, the exploration manager.

External Management Companies

Neither Mr. Shah nor Mr. Brans are employees of the Company as their services to the Company are provided through Corporate Consultants Pty Ltd. (‘‘ CCPL ’’) and Proman Consulting Engineers Pty Ltd. (‘‘ Proman ’’), respectively.

The Company has entered into an unwritten arrangement with CCPL, a company in which both Mr. Gillard and Mr. Shah have beneficial interests. Pursuant to the arrangement with CCPL, Mr. Shah provides executive management services to the Company. The services are provided on a month-to-month basis with services charged on a time basis at hourly rates that the Company believes to be comparable to market rates. Either party may terminate the arrangement upon one month’s notice to the other. There is no change of control provision in the arrangement with CCPL.

During the year ended 30 June 2009, compensation paid directly by the Company to Mr. Shah consisted of the issue of 350,000 options exercisable at a price of A$0.65 and expiring on January 23, 2012. For the year ended 30 June 2009, the portion of compensation paid to Mr. Shah by CCPL that it attributes to services CCPL provided to Perseus was A$86,000. The amount paid to Mr. Shah is based on the number of hours spent by

Mr. Shah on Perseus related matters as a proportion of the total hours spent by Mr. Shah on all companies serviced by CCPL.

The Company has entered into an unwritten arrangement with Proman pursuant to which Mr. Brans provides executive management services to the Company. The services are provided on a month-to-month basis at a fixed monthly rate. Either party may terminate the arrangement upon one month’s notice to the other. There is no change of control provision in the arrangement with Proman.

During the year ended 30 June 2009, compensation paid directly by the Company to Mr. Brans consisted of the issue of 600,000 options exercisable at a price of A$1.00, expiring on June 30, 2011. For the year ended 30 June 2009, the portion of compensation paid to Mr. Brans by Proman that it attributes to services provided to Perseus was A$74,840. For the year ended 30 June 2009, the total compensation paid by Perseus to Proman for the services of Mr. Brans was A$148,875. The amount paid to Mr. Brans is based on the number of hours spent by Mr. Brans on Perseus related matters as a proportion of the total hours spent by Mr. Brans on all companies serviced by Proman.

Compensation Discussion and Analysis

The objective of the Company’s compensation strategy is to compensate NEOs such that they are motivated to pursue the long-term growth and success of the Company and there is a clear relationship between performance and compensation.

Perseus aims to reward NEOs with a level of remuneration commensurate with their position and responsibilities within the Company and so as to; (a) align the interests of the NEOs with those of Perseus’s shareholders; (b) ensure rewards are consistent with the strategic goals and performance of the Company; and (c) ensure total remuneration is competitive.

For the year ended June 30, 2009 the elements of compensation earned, awarded or paid to the NEOs included annual compensation in the form of a base salary including the superannuation (pension) contribution required under the Superannuation Guarantee (Administration) Act 1992 (Cth) (the ‘‘ Australian Legislation ’’), fixed allowances/benefits and, for certain NEOs, long term incentives through the grant of options.

A NEO’s base salary is set so as to provide a base level of remuneration which is both appropriate to the position and competitive.

Fixed remuneration is reviewed annually by the Board of Directors and the process consists of a review of companywide, business unit and individual performance, relevant comparative remuneration in the market and in the Company and, where appropriate, external advice on policies and practice. Independent advice on the appropriateness of remuneration packages is obtained, where necessary.

As required under the Australian Legislation, NEOs receive superannuation (pension) contributions which are a percentage of base salary.

The objective of the Company’s long term incentive policy is to reward executives and senior managers in a manner which aligns an element of their remuneration with the creation of shareholder wealth, as measured by increases in the price and value of the Company’s ordinary shares. Given the speculative nature of the Company’s activities and the small executive team responsible for its running, it is believed that the performance of the Company’s executives and the performance and value of the Company’s Ordinary Shares are closely related. As such, options are designed to only be of benefit to the NEOs if they perform to the level whereby the value of the Company increases sufficiently to warrant exercising the options granted.

Grants of long term incentives are generally determined by reference to market conditions, comparable companies within the industry and the amount of cash compensation paid to that NEO. Given the evolving nature of the Company’s business, the Company’s overall compensation plan is under constant review so as to continue to address its objectives.

As previously stated, in setting the fixed remuneration and long-term incentive awards of its NEOs, the Company refers to the remuneration offered by comparable companies in the industry. More specifically, prior to making recommendations to the Board regarding compensation of NEOs, the Remuneration Committee

identifies comparable issuers and gathers information regarding the compensation paid by those issuers to its senior executives. The Remuneration Committee then benchmarks the Company’s NEO’s against positions of similar responsibilities and scope of those other issuers.

The issuers selected as being comparable for this purpose have been selected on the basis of meeting most or all of the following characteristics that are common to the Company:

listed companies;
comparable in size; and
corporations in the pre-production and development stage of mining and resources.

The issuers selected using these criteria were Adamus Resources Limited, Mirabela Nickel Limited, Mundo Minerals Limited, Moto Goldmines Limited and Tiger Resources Limited.

To date, compensation has been set in the context of the Company’s status as an exploration stage company. This may change upon the commencement of production and revenue therefrom.

Option-Based Awards

In November 2005 Perseus adopted the Employee Option Plan. The Employee Option Plan does not permit the issue of options to directors of the Company. See above ‘‘ Options to Acquire Ordinary Shares — Employee Stock Option Plan ’’. As a result, the Company also grants options from time to time which are outside of the Employee Option Plan. The Board of Directors has sole discretion to determine to whom option grants should be made and to determine the terms and conditions of any such options (after considering the recommendation of the Remuneration Committee). The number and terms of outstanding options are taken into consideration when determining whether and how many new options should be granted.

Summary Compensation Table

The following table provides information for the most recently completed financial year ending June 30, 2009 regarding compensation earned by each of the NEOs:

Name and Principal Position Year	Name and Principal Position Year				Non-equity incentive plan compensation	Non-equity incentive plan compensation
	Year	Salary	Share- based awards	Option- based awards	Annual incentive plans	Long-term incentive plans	Pension value	All Other Compensation	Total Compensation
Mark Calderwood . . . . . . . . . . 2009 Managing Director Colin Carson . . . . . . . . . . . . . . 2009 Executive Director Rhett Brans(1) . . . . . . . . . . . . . 2009 Executive Director Susmit Shah(2) . . . . . . . . . . . . . 2009 Company Secretary Kevin Thomson . . . . . . . . . . . . 2009 Exploration Manager		(A$) 293,333 113,333 — — 251,047	(A$) — — — — —	(A$) — — 88,323 149,578 186,386	(A$) — — — — —	(A$) — — — — —	(A$) 18,763 10,200 — — —	(A$) 3,258 3,258 3,258 — 33,873	(A$) 315,354 126,791 91,581 149,578 471,306

Notes:

(1) Perseus paid Proman A$148,875 for services provided by Mr. Brans as an executive director of the Company.

(2) Perseus paid CCPL A$273,552 for rent and accounting and secretarial services, including the services provided by Mr. Shah.

Narrative Discussion

The executive management services that Mr. Shah and Mr Brans provide to the Company are provided through CCPL and Proman, respectively. See above ‘‘ Statement of Executive Compensation — External Management Companies ’’.

Incentive Plan Awards

The following table provides information regarding the incentive plan awards for each NEO outstanding as of June 30, 2009.

Name Mark Calderwood . . . . . . . Managing Director Colin Carson . . . . . . . . . . Executive Director Rhett Brans . . . . . . . . . . . Executive Director Susmit Shah . . . . . . . . . . . Company Secretary Kevin Thomson . . . . . . . . Exploration Manager		Option-based awards	Option-based awards	Value of unexercised in-the-money options (A$) Nil Nil Nil 28,000 120,750 48,000	Share-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#) 1,200,000 1,200,000 400,000 600,000 350,000 525,000 600,000	Option exercise price (A$) 1.50 1.50 1.50 1.00 0.65 0.50 0.65	Option expiration date July 31, 2010 July 31, 2010 July 31, 2010 June 30, 2011 January 23, 2012 April 1, 2010 January 23, 2012		Number of shares or units of shares that have not vested (#) n/a n/a n/a n/a n/a	Market or payout value of share-based awards that have not vested
						(A$) n/a n/a n/a n/a n/a

Incentive Plan Awards — Value Vested or Earned During the Year

No incentive plan awards vested to an NEO during the year ended June 30, 2009.

Narrative Discussion

For a description of the significant terms of option-based awards, see ‘‘ Option-Based Awards ’’ above.

As of January 27, 2010 there were 12,410,000 outstanding options (of which 4,210,000 were granted under the Employee Option Plan). As of January 27, 2010 600,000 options were unvested. The exercise price of the outstanding options ranges from A$0.50 to A$2.13 and the expiry dates range from April 1, 2010 to September 29, 2012.

Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one Ordinary Share of the Company with full dividend and voting rights.

Pension Plan Benefits

The Company does not have a pension plan and has not provided any pension plan benefits to its Named Executive Officers, aside from superannuation contributions provided to Messrs Calderwood and Carson.

Termination and Change of Control Benefits

Currently, there are no contracts, agreements, plans or arrangements that provide for payments to an NEO at, following or in connection with, any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a NEO’s responsibilities.

In August 2009, the Company’s Remuneration Committee made recommendations, and the Board of Directors resolved, to enter into formal contracts with Mr. Calderwood and Mr. Carson that provide for payments upon termination of Mr. Calderwood or Mr. Carson, as the case may be, following a change of control of the Company. It was resolved that the termination payments be equivalent to 12 months earnings.

Based on the current annual compensation payable to each of Mr. Calderwood and Mr. Carson, the amount of such payments would be equal to A$380,000 and A$165,000, respectively.

In addition to the change of control provisions it is anticipated that the employment contracts to be entered into with Mr. Calderwood and Mr. Carson will provide that each of Mr. Calderwood and Mr. Carson may terminate his employment: (i) upon three months written notice to the Company, for any reason; (ii) immediately, if his benefits, job content, status, responsibilities or authority is ‘‘significantly diminished’’ (as defined below); or (iii) upon one month’s written notice to the Company, if Mr. Calderwood or Mr. Carson as the case may be, becomes sick or incapacitated and as a consequence is unable to fulfill his duties for a continuous period exceeding three months or separate periods totaling more than three months in any 12 month period.

Mr. Calderwood’s or Mr. Carson’s, as the case may be, job content, status responsibilities or authority will be deemed to be ‘‘significantly diminished’’ if: (i) the Company is delisted from the ASX; (ii) the central management of the Company is no longer located in Australia; (iii) without Mr. Calderwood’s or Mr. Carson’s, as the case may be, approval, the Company directs that management of a substantial part of the Company’s operations cease reporting to Mr. Calderwood or Mr. Carson, as the case may be; (iv) the nature of the Company’s business changes substantially from that conducted as at the date of the agreement; (v) the Company disposes of substantially all of its assets; or (vi) any combination of the above.

In the event Mr. Calderwood or Mr. Carson, as the case may be, resigns because his benefits, job satisfaction, status, responsibilities or authority is ‘‘significantly diminished’’, Mr. Calderwood or Mr. Carson, as the case may be, will be entitled to a termination benefit and a payment for past services equivalent in total to the greater of: (i) an amount equivalent to 12 months salary based on the salary amount prevailing at the time of termination; and (ii) the maximum amount which may be paid by the Company, without shareholder approval, to Mr. Calderwood or Mr. Carson, as the case may be, pursuant to the applicable provisions of the Corporations Act or any provision in substitution thereof.

Directors’ Compensation

The following table sets forth the amount of all compensation provided to the directors of the Company for the year ended June 30, 2009.

Name(1),(2) Reginald Gillard . . . . . . Non-Executive Chair Neil Fearis . . . . . . . . . . Non-Executive Director	Fees earned (A$) 56,667 51,250	Share-based awards (A$) — —	Option-based awards (A$) — —	Non-equity incentive plan compensation (A$) — —	Pension value (A$) 5,100 —	All other compensation (A$) 3,258 3,258	Total Compensation ($A)
							62,025 54,508

Notes:

(1) The compensation for those directors who are also NEOs, being Messrs. Calderwood, Carson and Brans, is fully reflected in the ‘‘Summary Compensation Table’’ above.

(2) Mr. Harvey and Mr. Bohm were appointed to the Board of Directors after the year ended June 30, 2009 and accordingly have received no compensation from the Company for the year ended June 30, 2009.

Narrative Discussion

During the most recently completed financial year, each non-executive director and the Chairman received fees for services rendered during that year as shown in the above table. Directors are also reimbursed for all reasonable expenses incurred in their capacity of directors. Generally, directors of Perseus do not receive additional amounts for committee participation or special assignments, however should the non-executive directors provide services in excess of those expected of such a position, the Company will provide reasonable remuneration for those services. There are no other arrangements under which directors were compensated for their services as directors or as consultants or experts during the Company’s most recently completed financial year.

The Board of Directors seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest caliber, at a reasonable cost to the Company.

The ASX listing rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by the shareholders in a general meeting. An amount not exceeding that amount is then divided between the directors as agreed. The latest determination was at a general meeting on November 27, 2009 when shareholders approved aggregate remuneration of A$400,000 per year.

Non-executive directors are also awarded options. The issue of options to non-executive directors is considered an appropriate method of providing sufficient incentive and reward whilst maintaining cash reserves.

The Board of Directors reviews the remuneration packages for the non-executive directors on an annual basis. The Board of Directors considers fees paid to non-executive directors of comparable companies when undertaking the annual review process.

Incentive Plan Awards — Outstanding Share-based Awards and Option-based Awards

The following table sets forth the value of incentive plan awards that vested to each director during the year ended June 30, 2009.

		Option-based awards	Option-based awards
	Number of securities			Value of	Share-based Awards Number of shares Market or payout
	underlying	Option		unexercised	or units of shares	value of share-based
	unexercised	exercise		in-the-money	that have not	awards that have
Name(1),(2)	options (#)	price (A$)	Option expiration date	options (A$)	vested (#)	not vested (A$)
Reginald Gillard(3) . . . . . .	600,000	1.50	July 31, 2010	Nil	n/a	n/a
Non-Executive Chair
Neil Fearis(3) . . . . . . . . . .	400,000	1.50	July 31, 2010	Nil	n/a	n/a
Non-Executive Director

Notes:

(1) The compensation for those directors who are also NEOs, being Messrs. Calderwood, Carson and Brans, is fully reflected in the ‘‘Summary Compensation Table’’ above.

(3) Options were not in-the-money as at June 30, 2009.

Incentive Plan Awards — Value Vested or Earned During the Year

The following table provides information regarding the value of incentive plan awards vested or earned by each director during the most recently completed financial year.

			Non-equity incentive plan
	Option-based awards — Value	Share-based awards — Value	compensation — Value earned
Name(1),(2)	vested during the year (A$)	vested during the year (A$)	during the year (A$)
Reginald Gillard . . . . . . . . . . . .	—	n/a	n/a
Non-Executive Chair
Neil Fearis . . . . . . . . . . . . . . .	—	n/a	n/a
Non-Executive Director

Notes:

(1) The compensation for those directors who are also NEOs, being Messrs. Calderwood, Carson and Brans, is fully reflected in the ‘‘Summary Compensation Table’’ above.

PLAN OF DISTRIBUTION

This Prospectus is being filed in each of the provinces of Canada, other than Qu´ebec, to qualify the distribution of 23,400,000 Subscription Receipt Shares issuable upon the conversion of 23,400,000 Subscription Receipts.

On November 10, 2009, the Subscription Receipts were sold directly to subscribers by the Company through the Agents pursuant to exemptions from the prospectus and registration requirements of the relevant Canadian jurisdictions, and from the registration requirements of U.S. securities laws or outside the United States pursuant to Regulation S under the U.S. Securities Act. Pursuant to the Agency Agreement, the Agents agreed to sell the Subscription Receipts in the provinces of Canada, other than Qu´ebec, and certain other jurisdictions outside of Canada on a private placement basis at a price of C$1.46 per Subscription Receipt, which was determined by negotiation between the Company and Cormark, on behalf of the Agents.

Each Subscription Receipt entitles the holder thereof to receive, if the Release Conditions (as defined below) are satisfied on or before the Release Deadline upon conversion of the Subscription Receipts and without payment of any additional consideration, subject to adjustment in certain circumstances, one Subscription Receipt Share for each Subscription Receipt held.

Upon closing of the Offering, the Escrowed Proceeds were placed in escrow with the Subscription Receipt Agent, and invested in short-term obligations of, or guaranteed by, the Government of Canada or a Province or Canadian chartered bank (or other approved investments).

In the event that the Release Conditions are not satisfied by the Release Deadline, the Subscription Receipts shall be cancelled and the Subscription Receipt Agent and the Company shall return to the holders of the Subscription Receipts an amount equal to the aggregate of the Offering Price of the Subscription Receipts held by such holder and their pro rata share of interest and other income earned on the Escrowed Proceeds since the closing of the Offering. The Company shall be responsible and liable to such holders for any shortfall between that amount and the Escrowed Funds.

If, prior to satisfaction of the Release Conditions, there is a Supported Offer, the Subscription Receipt holders will be permitted to equitably participate in such transaction in accordance with the terms of the Subscription Receipt Agreement and the Release Deadline shall be suspended. If the Supported Offer is completed, the Escrowed Funds will be delivered to the Company after deduction of the Agents’ Fee and the Subscription Receipts shall be deemed to be cancelled. If the Supported Offer is not completed, the Release Deadline shall be deemed to be extended to the Extended Release Deadline. The Company shall continue to use its best efforts to satisfy the Release Conditions by the Extended Release Deadline.

If, prior to the satisfaction of the Release Conditions, there is a Bid or Arrangement proposed or announced that is supported by the Board of Directors of the Corporation but is not greater than A$1.50 per Ordinary Share, the Subscription Receipt holder shall be entitled, at their option, to either participate in such transaction or to the return of their pro rata share of the Escrowed Funds.

Pursuant to the Agency Agreement, the Company agreed to pay the Agents’ Fee (being equal to 6% of the gross proceeds of the Offering for an aggregate commission of C$2,049,840). The Agents’ Fee is payable upon satisfaction of the Release Conditions. If the Release Conditions are not satisfied on or before the Release Deadline, the Agents’ Fee will not be paid however the Company will reimburse certain of the Agents’ expenses.

The Subscription Receipt Agreement provides that in the event of certain alterations of the Ordinary Shares, including any subdivision, consolidation or an issuance of Ordinary Shares (or security convertible into Ordinary Shares) to all the holders of Ordinary Shares, subject to the ASX listing rules, an adjustment shall be made to the terms of the Subscription Receipts such that the holders shall, upon conversion of the Subscription Receipts following the occurrence of any of those events, be entitled to receive the same number and kind of securities that they would have been entitled to receive had the Subscription Receipts been converted prior to the occurrence of those events. No fractional Ordinary Shares will be issued upon the exercise of the Subscription Receipts. The holding of Subscription Receipts does not make the holder thereof a shareholder of the Company or entitle the holder to any right or interest granted to shareholders.

The Company has agreed to indemnify the Agents and their affiliates and their respective directors, officers, employees and agents against certain liabilities and expenses.

The Company has issued physical certificates representing the Subscription Receipts registered in the name of the subscribers. It is anticipated that physical certificates for the Subscription Receipt Shares will be issued and registered in the name of the holders of the Subscription Receipts, as at the time of conversion.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities qualified in this Prospectus within the United States or to U.S. persons, as defined in Regulation S under the US Securities Act (a ‘‘ U.S. person ’’). The Subscription Receipt Shares issuable upon the conversion of the Subscription Receipts have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. The Subscription Receipts and Subscription Receipt Shares issuable upon conversion of the Subscription Receipts are restricted securities within the meaning of Rule 144(a)(3) of the U.S. Securities Act.

Accordingly, the Subscription Receipts may not be converted by or on behalf of a U.S. person or a person in the United States unless the conversion is registered under the U.S. Securities Act and the applicable securities legislation of any such state or an exemption from such registration requirements is available. The Company intends to rely upon the exemption provided by Section 3(a)(9) of the U.S. Securities Act for the conversion of the Subscription Receipts. The Subscription Receipt Shares issuable thereon, as restricted securities within the meaning of Rule 144(a)(3) of the U.S. Securities Act, will bear appropriate legends as set forth in the Subscription Receipt Agreement evidencing the restrictions on the offering, sale and transfer of such securities.

The holders of Subscription Receipts should consult their own tax advisors with respect to the income tax considerations in their own particular circumstances relating to the Subscription Receipt Shares of the Company issuable upon conversion of the Subscription Receipts.

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. 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 have 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 jewellery and industrial products containing metals, 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 economic analysis contained in this Prospectus 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 on 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.

Project Facility May Not Be Available

There can be no assurance that the Mandate Letter will not be terminated or that the parties will be able to settle the formal documentation in respect thereof. 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. In particular, it is currently a condition precedent to the advance of the Facilities that the Company secure additional funds in an amount equal to the capital cost of developing the Central Ashanti Gold Project after applying the net proceeds of this Offering and the Facilities which amount the Company currently holds as cash or cash equivalent. The total capital cost to develop the Central Ashanti Gold Project is estimated to be US$147.9 million. There can be no assurance that, if required to do so, the Company will be successful in securing such additional funds. 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 termination of the Facilities.

Accordingly, there can be no assurance that the Facilities will be available to the Company, as and when required, or at all. If the Facilities are not available to the Company, the Company could be forced to defer development of the Central Ashanti Gold Project.

Changes to the Terms of the Project Facility

The Company has entered into the Mandate Letter in respect of the Project Facility. The Mandate Letter is however not a commitment to underwrite the Facilities and may be terminated at any time by either or both of the Lenders. In addition, the Mandate Letter is subject to negotiation of definitive agreements. Although the Company believes that the final terms of the Project Facility will be, in all material respects, similar to those set out in the Mandate Letter and ILO, there can be no assurance that the final terms of the Facilities will be as described in this Prospectus and the final terms may contain provisions that are more onerous, as compared to those described herein. In addition, the Lenders currently have the right to revise the margin of the Facility to achieve successful syndication. There can be no assurance that if exercised, a change in the margin, will not have a material adverse effect on the Company and its financial condition.

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 accurately 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.

The government of Ghana also recently announced that it will be engaging companies to address the issue of dividend payment, exemptions and the mining sector fiscal regime, generally. As a result of these discussions, the Ghanian government could amend the 2006 Mining Act or other regulations resulting in a material adverse impact on the Company including increases in operating costs, capital expenditures or abandonment or delays in development of mining properties.

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.

Perseus has submitted a draft EIS and a public hearing was held in November 2009. By letter dated January 22, 2010, the EPA provided comments on the Company’s draft EIS. The Company anticipates providing a revised EIS by mid-February 2010, however there is no assurance that it will be accepted by the governing body and that an environmental permit will be issued on a timely basis or at all. In the event an environmental permit is not issued with respect to the Central Ashanti Gold Project, the Company will be unable to proceed with development of the Central Ashanti Gold Project.

Increase in Royalties Payable to Government of Ghana

On November 18, 2009, the Minister of Finance and Economic Planning tabled a bill entitled Minerals and Mining (Amendment) Act, 2009 (the ‘‘ Bill ’’), which if enacted would impose a flat mineral royalty of 6% of mining revenues. The bill is currently being considered by Parliament. The Central Ashanti Mining Leases are currently subject to a 3% royalty payable to the Government of Ghana and the New Central Ashanti Mining Leases will be subject to a royalty of between 3% and 6%, depending on the operating margin. If the Bill is implemented, the New Central Ashanti Mining Leases will be subject to a 6% royalty. This increase would have an adverse effect on the cash flow expected from the Central Ashanti Gold Project.

Additional Funding may be Required

The Company has assumed that its capital cost estimate for development of the Central Ashanti Gold Project is accurate. However, capital and operating cost estimates may not prove to be accurate. Capital and operating costs are estimated based on the interpretation of geological data, feasibility studies, anticipated climatic conditions and other factors. Any of the following events, among the other events and uncertainties described in this Prospectus, could affect the ultimate accuracy of such estimate: (i) unanticipated changes in

grade and tonnage of ore to be mined and processed; (ii) incorrect data on which engineering assumptions are made; (iii) delay in construction schedules, unanticipated transportation costs; (iv) the accuracy of major equipment and construction cost estimates; (v) labour negotiations; (vi) changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exploration of minerals); and (vii) title.

The Company will require additional third party financing to complete construction of the Central Ashanti Gold Project if there are delays in construction or unanticipated increases in capital costs, if the Facilities are not available to the Company in whole or in part, for whatever reason, or the lenders so require as a condition of the Facilities. In addition, the Company’s cash reserves may not be sufficient to finance the entire amount of the DFS on the Tengrela Gold Project and additional funding will be required to finance development of that project, if the DFS is positive.

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 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 the DFS on the Tengrela Gold Project.

Mandatory Relinquishment of Tenement Area

The mining laws of Ghana require that upon each renewal of a prospecting licence (including the Dadieso Prospecting Licence) the holder thereof 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 (including Tengrela East and Tengrela South), 50% of the area covered thereby be relinquished.

To date, by application, Perseus has renewed the Tengrela East and Tengrela South 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.

Exploration and Development Risks

The exploration for and development of mineral deposits is speculative and involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by Perseus will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, including: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Perseus not receiving an adequate, or any, return on invested capital. There is no certainty that the expenditures made by Perseus towards the search for, and evaluation of, mineral deposits will result in discoveries of commercial quantities of ore.

Mining operations generally also involve a high degree of risk. Such operations are subject to all the hazards and risks normally encountered in the exploration for, and development and production of, gold and other precious or base metals, including unusual and unexpected geologic formations, wall failure, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability.

In particular, the Company’s mineral properties are situated in remote locations, where access is often limited to dirt roads, increasing the risk that the Company may be unable to explore, develop or operate efficiently during the wet season. Climate change or prolonged periods of inclement weather may severely limit the length of time in which exploration programs and development activities may be undertaken.

Permitting and Licencing

The Company’s exploration activities are dependent upon the grant, or as the case may be, the maintenance or renewal of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintenance, renewal and granting of tenements often depends on the Company being successful in obtaining required statutory approvals. There is no assurance that the Company will be granted all the mining tenements for which it has applied or that licences, concessions, leases, permits or consents will be renewed as and when required or that new conditions will not be imposed in connection therewith. To the extent such approvals, consents or renewals are not obtained, the Company may be curtailed or prohibited from continuing with its exploration and development activities or proceeding with any future exploration or development.

The Ghanian Parliament must also ratify the grant of the New Central Ashanti Mining Leases by the Minister. The Company understands that parliamentary ratification is a procedural matter that will be completed in due course. To the extent parliamentary ratification is outstanding and the Company’s tenure were to be challenged by any future government or authority, the Company may be curtailed or prohibited from continuing with its development and mining activities.

Uncertainty in the Estimation of Mineral Resources and Mineral Reserves

The mineral resources and mineral reserves contained in this Prospectus are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that mineral reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating mineral resources and mineral reserves, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the mineral reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause mining operations to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Fluctuation in gold prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require the revision of such estimate. The volume and grade of reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of mineral resources and mineral reserves, or of the Company’s ability to extract these mineral reserves, could have a material adverse effect on the Company’s results of operations and financial condition.

Infrastructure

Perseus’s mineral interests are located in remote areas of Ghana and Cˆote d’Ivoire, which lack basic infrastructure, including sources of power, water, housing, food and transport. As a result, Perseus will be

required to establish the facilities and material necessary to support operations, including greater sources of power, water, physical plant and transport infrastructure, than are currently present in the area. This in turn will require that Perseus obtain necessary approvals from national, provincial and regional governments, none of which can be assured.

Effect of Inflation on Results of Operations

Perseus’s, mineral properties are located in Ghana and Cˆote d’Ivoire, which have historically experienced relatively high rates of inflation.

Governmental Regulation of the Mining Industry

The mineral exploration activities of the Company are subject to various laws governing prospecting, mining development, production, royalties, taxes, export licences, labour standards and occupational health, mine safety, toxic substances and other matters. Although the Company believes that its exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail the production or development of the Company’s properties. Amendments to current laws and regulations governing the operations and activities of the Company or a more stringent implementation thereof could have a material adverse effect on the Company’s business, financial condition and results of operations.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, the installation of additional equipment, or remedial actions. Parties engaged in mining operations, including the Company, may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or a more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties.

Environmental Risks and Hazards

All phases of the Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that existing or future environmental regulation will not materially adversely affect the Company’s business, financial condition and results of operations.

Environmental hazards may also exist on the properties in which the Company holds interests that are unknown to the Company at present and that have been caused by previous or existing owners or operators of the properties.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could also have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or require abandonment or delays in the development of new mining properties.

Further, the Company’s financial statements contain a provision of A$2,819,353 for rehabilitation work relating to the Central Ashanti Gold Project, arising from gold mining previously conducted by the former owner, AGA. This amount represents the Company’s estimate of the reclamation obligation, based on information available to it. Based on the positive outcome of the DFS, the Company anticipates commencing construction activities in early 2010, with production anticipated to commence during the third quarter of 2011. In that event, many of the old pits identified for rehabilitation work would be subject to new mining. New

rehabilitation plans would be drawn up, with the actual work carried on over the life of the mine. Accordingly, the actual cost of completing the reclamation could be significantly higher.

Perseus May Be Considered a ‘‘Foreign Investment Entity’’ Under Canadian Tax Laws

Acquiring, holding or disposing of Subscription Receipt Shares may have tax consequences under the laws of Canada that are not disclosed in this Prospectus. Perseus may be considered a ‘‘foreign investment entity’’ under the Tax Act which may have adverse Canadian tax consequences for its Canadian investors. If the FIE Proposals (as discussed under the heading ‘‘ Certain Canadian Federal Income Tax Considerations — Proposals Regarding Foreign Investment Entities ’’) become law and Perseus is a ‘‘foreign investment entity’’ within the meaning of the FIE Proposals, there may be certain adverse tax consequences for Canadian investors.

On January 27, 2009, the Department of Finance (Canada) announced that it had received submissions on the FIE Proposals and would be reviewing the FIE Proposals in light of such submissions before proceeding with measures in this area.

Insurance and Uninsured Risks

The Company’s business is subject to a number of risks and hazards generally, including: adverse environmental conditions; industrial accidents; labour disputes; metallurgical and other processing problems; unusual or unexpected geological conditions; ground or slope failures; cave-ins; changes in the regulatory environment; and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. In addition, insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.

Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to Perseus or to other companies in the mining industry on acceptable terms. As a result, the Company may become subject to liability for pollution or other hazards that may not be insured against or that the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

To the extent that the Company incurs losses not covered by its insurance policies, the funds available for sustaining the current exploration activities and for the development of further operations will be reduced.

Land Title

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral concessions may be disputed. Although the Company believes it has taken reasonable measures to ensure proper title to its properties, there is no guarantee that title to any of its properties will not be challenged or impaired. Third parties may have valid claims underlying portions of the Company’s interests, including prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. There can be no assurances that the Company’s title interests will not be challenged or impugned by third parties.

Title is also subject to continued compliance with obligations under applicable laws and regulations, including minimum expenditure requirements, rent and royalty payments.

Competition

The mining industry is intensely competitive and the Company competes with many companies possessing greater financial and technical resources than itself. Competition in the precious metals mining industry is

primarily for: mineral rich properties that can be developed and produced economically; the technical expertise to find, develop, and operate such properties; the labour to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals, but conduct refining and marketing operations on a global basis. Such competition may result in the Company being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties. Existing or future competition in the mining industry could materially adversely affect the Company’s prospects for mineral exploration and success in the future.

Currency Fluctuations

Currency fluctuations may affect the Company’s costs and margins and the Company has not entered into any derivative financial instrument to hedge such fluctuations. The Company pays for goods and services in U.S. dollars, Australian dollars, Ghanian cedis and CFA francs and the Company receive the proceeds of financings in Australian and Canadian dollars. As a result of the use of these different currencies, the Company is subject to foreign currency fluctuations. Foreign currencies are affected by a number of factors that are beyond the control of the Company. These factors include economic conditions in the relevant country and elsewhere and the outlook for interest rates, inflation and other economic factors. Adverse fluctuations in these other currencies relative to the U.S. dollar could materially and adversely affect the Company’s profitability, results of operation and financial position.

Labour and Employment Matters

Relations between the Company and its employees may be affected by changes in the scheme of labour relations that may be introduced by the relevant governmental authorities in whose jurisdictions the Company carries on business. Changes in such legislation or in the relationship between the Company and its employees may have a material adverse effect on the Company’s business, results of operations and financial condition.

As the Company’s business grows, it will require additional key financial, administrative, mining, marketing and public relations personnel as well as additional staff for operations. In addition, given the remote location of the properties, the lack of infrastructure in the nearby surrounding areas, and the shortage of a readily available labour force in the mining industry, Perseus may experience difficulties retaining the requisite skilled employees in Ghana and Cˆote d’lvoire in the event one or more of its projects is developed. While the Company believes that it will be successful in attracting and retaining qualified personnel and employees, there can be no assurance of such success.

Also, HIV/AIDS, malaria and other diseases represent a serious threat to maintaining a skilled workforce in the mining industry in Ghana and Cˆote d’Ivoire. HIV/AIDS is a major healthcare challenge faced by Perseus’s operations in these countries. There can be no assurance that Perseus will not lose members of its workforce or workforce manhours or incur increased medical costs, which may have a material adverse effect on Perseus’s operations.

Dependence on Key Management Personnel and Executives

The Company is dependent upon a number of key management personnel. The loss of the services of one or more of such key management personnel could have a material adverse effect on the Company. The Company’s ability to manage its exploration and development activities, and hence its success, will depend in large part on the efforts of these individuals.

Litigation

The Company is subject to litigation risks. All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company is or may become subject could have a material effect on its financial position, results of operations or the Company’s mining and project development operations.

Dividends

No dividends on the Ordinary Shares have been declared or paid to date. The Company anticipates that, for the foreseeable future, it will retain future earnings and other cash resources for the operation and development of its business. Payment of any future dividends will be at the discretion of the Board of Directors after taking into account many factors, including earnings, operating results, financial condition, current and anticipated cash needs, and any restrictions in financing agreements.

Repatriation of Earnings

The Company conducts its operations through foreign subsidiaries and holds substantially all of its assets in such subsidiaries. Accordingly, any limitation on the transfer of cash or other assets between the Company and its subsidiaries could restrict the Company’s ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on the Company’s valuation and stock price. Moreover, there is no assurance that Ghana, Cˆote d’Ivoire or any other foreign country in which the Company may operate in the future will not impose restrictions on the repatriation of earnings to foreign entities.

Negative Operating Cash Flow

To date, the Company has experienced a negative operating cash flow and has not commenced commercial production on any of its properties. There can be no assurance that significant additional losses will not occur in the near future or that the Company will be profitable in the future. The Company expects to continue to incur losses unless and until such time as its properties enter into commercial production and generate sufficient revenues to fund its continuing operations. There can be no assurance that the Company will generate any revenues, operate profitably or provide a return on investment in the future.

The Effectiveness of Perseus’s Hedging Policies Depends on External Factors Beyond the Company’s Control

On August 26, 2009, Perseus completed the purchase of the Puts for the delivery of 100,000 ounces of gold in 2012 and 2013 for US$9.1 million. The Puts represent approximately 22% of planned production in that period, enabling the Company to sell those ounces at US$850/oz should the prevailing price be less, or at prevailing spot prices if they are higher. The Company does not otherwise have any hedging agreements, including those in respect of its exposure to changes in foreign exchange rates, but may enter into additional contracts in the future, including the Hedging Facility.

These risks will be managed by the Company’s risk management policy, as determined from time to time, and detailed budgets, forecasts and mine plans, but the Company cannot guarantee the effectiveness of its present or future hedging policies. Although hedging activities may protect the Company in certain instances, they may also limit the price that can be realized on metals subject to any hedges where the market price exceeds the hedge contract.

Certain Directors are Involved in Other Mining Interests

Certain directors of the Company are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnership or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of the Company. Directors and officers of the Company with conflicts of interest will be subject to and will follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies.

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 Ordinary Shares, including the Subscription Receipt Shares, will be sustained after the conversion of the Subscription Receipts. 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.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than disclosed elsewhere in this Prospectus under the heading ‘‘ Statement of Executive Compensation ’’, no director, executive officer or shareholder that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued Ordinary Shares, or any of their respective associates or affiliates has any material interest, direct or indirect, in any transaction which has materially affected or is reasonably expected to materially affect Perseus within the three years preceding the date of this Prospectus.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the knowledge of Perseus, there are no legal proceedings or regulatory actions material to the Company to which the Company is a party, or was a party to in the financial year ended June 30, 2009, or of which any of its properties is the subject of, or was the subject matter of in the financial year ended June 30, 2009, nor are there any such proceedings known to Perseus to be contemplated.

There have been no penalties or sanctions imposed against Perseus by a Securities Authority nor has the Company entered into any settlement agreements with a Securities Authority, as of the date hereof or within the three years immediately preceding the date hereof. There have been no penalties or sanctions imposed by a court or regulatory body against the Company necessary for this Prospectus to contain full, true and plain disclosure of all material facts relating to the Subscription Receipt Shares.

EXPERTS

Information of a scientific or technical nature regarding the Central Ashanti Gold Project included 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 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 Agents 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, 6008. The Canadian transfer agent and registrar for the Ordinary Shares, is Equity Transfer & Trust Company at its principal offices in Toronto, Ontario.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of business, the only material contracts which the Company has entered into since the beginning of the most recently completed financial year, or before the most recently completed financial year but still in effect, are as follows:

(i) the Agency Agreement;
(ii) the Subscription Receipt Agreement; and
(iii) the Mandate Letter (including the ILO attached thereto).

Copies of the above material contracts will be available for inspection at the offices of Perseus’s Canadian solicitors, Lawson Lundell LLP at Suite 1600, 925 West Georgia Street, Vancouver, British Columbia, Canada during normal business hours until the earlier of the conversion of the Subscription Receipts or the return of the Escrowed Funds to the Subscription Receipt holders.

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 province. The purchaser should refer to any applicable provisions of the securities legislation of his province for the particulars of these rights or consult with a legal advisor.

GLOSSARY OF TECHNICAL TERMS

The following is a glossary of technical terms and abbreviations that appear in this Prospectus.

Albite . . . . . . . . . . . . . . . . . . .	a common feldspar mineral, a sodium aluminosilicate that occurs most widely in
	pegmatites and felsic igneous rocks such as granites
Argillaceous . . . . . . . . . . . . . .	sediments which are silt- to clay-sized and have a very high clay mineral content
Arsenopyrite . . . . . . . . . . . . . .	a silver-white mineral consisting of a combined sulfide and arsenide of iron, the
	principal source of arsenic
Autogenous milling . . . . . . . . . .	a grinding process by which a rotating drum throws large rocks in a cataracting
	motion causing impact breakage of larger rocks and compressive grinding of finer
	particles
Calc-alkaline . . . . . . . . . . . . . .	a series of igneous rocks generated along subduction zones and emplaced in
	volcanic arcs
Calcite . . . . . . . . . . . . . . . . . .	a mineral consisting of calcium carbonate crystallized in hexagonal form and including
	common limestone, chalk, and marble
Carbonate . . . . . . . . . . . . . . . .	a sediment formed by the organic or inorganic precipitation from aqueous solution of
	carbonates of calcium, magnesium, or iron; e.g., limestone and dolomite
Chalcopyrite . . . . . . . . . . . . . .	a copper iron sulphide mineral
Chlorite . . . . . . . . . . . . . . . . .	chlorites are associated with and resemble micas (the tabular crystals of chlorites
	cleave into small, thin flakes or scales that are flexible, but not elastic like those of
	micas); they may also be considered as clay minerals when very fine grained
Epiclastics . . . . . . . . . . . . . . . .	pertaining to the texture of mechanically deposited sediments consisting of detrital
	material from preexistent rocks
Facies . . . . . . . . . . . . . . . . . . .	aspects of rock units such as rock type, mode of origin, composition, fossil content or
	environment of deposition
Fault . . . . . . . . . . . . . . . . . . .	a tectonic break or fracture in a body of rock
Feldspar . . . . . . . . . . . . . . . . .	a group of crystalline minerals that consist of aluminum silicates with either
	potassium, sodium, calcium, or barium and that are an essential constituent of nearly
	all crystalline rocks
Felsic . . . . . . . . . . . . . . . . . . .	igneous rocks containing one or more of quartz, feldspar, or feldspathoids or the
	equivalent glasses
Ferricrete . . . . . . . . . . . . . . . .	a mineral conglomerate consisting of surficial sand and gravel cemented into a hard
	mass by iron oxide derived from the oxidation of percolating solutions of iron salts
Fluvial . . . . . . . . . . . . . . . . . .	the processes associated with rivers and streams and the deposits and landforms
	created by them
Flysch . . . . . . . . . . . . . . . . . . .	sequence of sedimentary rocks that is deposited in a deep marine facies in the
	foreland basin of a developing orogen
Granite . . . . . . . . . . . . . . . . . .	coarse-grained igneous rock, with quartz, feldspars and micas
Granitoids . . . . . . . . . . . . . . . .	resembling granite in granular appearance
Greenstone . . . . . . . . . . . . . . .	a field term applied to any compact dark-green altered or metamorphosed basic
	igneous rock that owes its color to the presence of chlorite, actinolite, or epidote
Greywackes . . . . . . . . . . . . . . .	a variety of sandstone generally characterized by its hardness, dark color, and poorly-
	sorted, angular grains of quartz, feldspar, and small rock fragments or lithic fragments
	set in a compact, clay-fine matrix
Haematite . . . . . . . . . . . . . . . .	a reddish-brown to black mineral consisting of ferric oxide, constituting an important
	iron ore, and occurring in crystals or as earthy red ocher

A-1

Igneous . . . . . . . . . . . . . . . . .	a rock formed by the cooling of molten material
Intrusive . . . . . . . . . . . . . . . . .	rock which, while molten, penetrated into or between other rocks but solidified before
	reaching the surface
Laterite . . . . . . . . . . . . . . . . .	a highly weathered red subsoil or material rich in secondary oxides of iron, aluminum
	or both, that occurs as a residual product of weathering
Mafic . . . . . . . . . . . . . . . . . . .	a group of usually dark-colored minerals rich in magnesium and iron
Metamorphic . . . . . . . . . . . . . .	a rock produced by metamorphism
Metamorphism . . . . . . . . . . . .	the process by which rocks are altered in composition, texture, or internal structure by
	extreme heat, pressure, and the introduction of new chemical substances
Metasediment . . . . . . . . . . . . .	a sediment or sedimentary rock that shows evidence of having been subjected to
	metamorphism
Metavolcanics . . . . . . . . . . . . .	a type of metamorphic rock first produced by a volcano, then buried underneath
	subsequent rock and subjected to high pressures and temperatures, causing it to
	recrystallize
Ore . . . . . . . . . . . . . . . . . . . .	naturally occurring material from which a mineral or minerals of economic value can
	be extracted profitably or to satisfy social or political objectives
Oxidation . . . . . . . . . . . . . . . .	loosely, the sub-aerial weathering of rocks, generally with the presence of water
Porphyry . . . . . . . . . . . . . . . . .	an igneous rock of any composition that contains conspicuous phenocrysts in a
	fine-grained groundmass; a porphyritic igneous rock
Pyrite . . . . . . . . . . . . . . . . . . .	a common iron sulfide mineral FeS2
Pyrrhotite . . . . . . . . . . . . . . . .	an iron sulfide FeS
Quartz . . . . . . . . . . . . . . . . . .	commonly referred to as SiO2; silicon dioxide; and is very common mineral in rocks;
	occurs also as veins, and stockworks
RAB . . . . . . . . . . . . . . . . . . .	rotary air blast
Radiometrics . . . . . . . . . . . . . .	the measure of natural radiation in the Earth’s surface
RC . . . . . . . . . . . . . . . . . . . . .	reverse circulation rotary and percussion drilling means rock drilling powered by
	compressed air
Sandstone . . . . . . . . . . . . . . . .	a sedimentary rock formed by the consolidation and compaction of sand and held
	together by a natural cement, such as silica
Saprolitic . . . . . . . . . . . . . . . .	the weathered portion of rock
Sericite . . . . . . . . . . . . . . . . . .	white, fine-grained potassium mica, usually muscovite in composition, having a silky
	luster and found as small flakes in various metamorphic rocks
Shear . . . . . . . . . . . . . . . . . . .	a deformation resulting from stresses that cause or tend to cause contiguous parts of a
	body to slide relatively to each other in a direction parallel to their plane of contact
Shear zone . . . . . . . . . . . . . . .	a zone of shearing (intense foliation); shearing is the response of a rock to
	deformation usually by compressive stress
Silica . . . . . . . . . . . . . . . . . . .	a white or colorless crystalline compound, occurring abundantly as quartz, sand, flint,
	agate, and many other minerals
Sulphide . . . . . . . . . . . . . . . . .	a mineral compound characterized by the linkage of sulphur and metal
Sulphur . . . . . . . . . . . . . . . . .	a non metallic chemical element found in many minerals and ores
Tholeiitic . . . . . . . . . . . . . . . .	a type of basalt
Variogram . . . . . . . . . . . . . . . .	mathematical and graphical way of representing variation of data as a function of
	separation distance
Volcanics . . . . . . . . . . . . . . . .	igneous rocks that solidified after reaching or nearing the earth’s surface

A-2

PERSEUS MINING LIMITED AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

Introduction

The audit committee (the ‘‘ Committee ’’) is a committee of the board of directors (the ‘‘ Board ’’) of the Company.

The Committee’s purpose is to assist the Board in fulfilling its obligations and responsibilities relating to financial reporting, internal controls, corporate governance and the internal and external audit processes.

In this Charter, a reference to the ‘‘ Company ’’ means Perseus Mining Limited and the economic entity constituted by Perseus Mining Limited and the entities that it controls from time to time.

Committee Membership

The Committee shall consist of not less than three independent, non-executive members of the Board, each of whom shall satisfy the independence and financial literacy requirements of applicable securities regulatory requirements. Members of the Committee shall be selected by the Board. Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee upon ceasing to be a director of the Company.

Rotation of members, if required by the Committee, shall be limited to one per year. The decision as to which member to rotate, when appropriate, will be made by the Board. The Board shall review Committee membership on an annual basis and at other times as the Board may deem appropriate.

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

Responsibilities of the Committee

While the Committee has the responsibilities and powers set forth in this Charter, the role of the Committee is oversight. Accordingly, the responsibilities of the Committee are to assist the Board fulfil its oversight responsibilities with respect to:

reporting of financial information to users of financial reports;
systems of internal controls;
application of accounting policies and improving financial management;
the internal and external audit process;
compliance with applicable laws, regulations, standards and relevant best practice guidelines;
improving the effectiveness of the external audit functions and being a forum for communication between the Board and the external auditor;
improving the quality of internal and external reporting of financial information; and
improving the credibility and objectivity of the accounting process (including financial reporting).

Authority of the Committee

In order to ensure the Committee is able to discharge its responsibilities efficiently and effectively, it is authorised by the Board to:

investigate any activity within its terms of reference or involving financial accounting and financial reporting and internal controls;
seek any information it requires from any employee and require all employees to co-operate with any relevant request made by the Committee;

B-1

engage independent counsel and other advisors as it determines necessary to carry out its duties, set and pay the compensation for any advisors employed by the Committee, the cost of which shall be borne by the Company; and
communicate directly with the internal and external auditors.

Meetings

The Committee shall have a chairman appointed by the Board (the ‘‘ Chairman ’’), who shall not be the chairman of the Board. The Chairman shall have the duties and responsibilities set out in Schedule A hereto.

The Committee shall meet at least twice per annum, with those two meetings designed to coincide with the Company’s reporting of its half-year and annual results, and the Committee shall hold additional Committee meetings as and when the Committee may otherwise deem appropriate;

Committee meetings may be held in person, over the telephone or as the Committee may otherwise deem fit. The time at which, and the place where meetings of the Committee shall be held, and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided by the Company’s Constitution or by the Board.

No business may be transacted by the Committee except at a meeting at which a quorum of the Committee is present. Two committee members shall constitute quorum.

The secretary of the Committee (the ‘‘ Secretary ’’) will be the company secretary or such other person appointed by the Board. Minutes of the Committee meetings shall be maintained by the Secretary who shall ensure that they are maintained in a secure environment; and

The Committee may invite such other persons to attend its meetings, including the managing director, the chief financial officer, the company secretary, general counsel and the external auditor, as it deems necessary.

Specific Duties

In carrying out its oversight responsibilities, the Committee will:

Review and assess the adequacy of this Charter from time to time and recommend any changes to the Board for approval;
Review, prior to public disclosure, the Company’s annual and interim financial statements and MD&A, including any financial statement contained in a prospectus, information circular, registration statement or similar document;
Review and approve earnings press releases before the Company public disclosure;
Review, with reasonable frequency, the adequacy of the Company’s accounting and financial reporting controls (include the procedures for the review of the Company’s public disclosure financial information extracted or derived from the Company’s financial statements) and periodically assess the adequacy of those controls and procedures;
Prepare a statement, in accordance with applicable law, for inclusion in the Company’s annual report that describes the Committee’s composition, activities and responsibilities;
Recommend to the Board the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company and the compensation to be paid to the external auditors;
Oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;
Ensure that the external auditor is ‘‘independent’’ (within the meaning of applicable law) and that the external auditor reports directly to the Committee;

B-2

Either (i) pre-approve all non-audit services to be provided to the Company or its subsidiaries by the external auditor (the Committee may delegate authority to pre-approve non-audit services to one or more members of the Committee, however, pre-approval of any non-audit services must be presented by any member to whom authority has been delegated to the full Committee at its first scheduled meeting after such approval); or (ii) adopt specific policies and procedures for the engagement of non-audit services provided that: (a) the policies and procedures are detailed as to the particular service; (b) the Committee is informed of each non-audit service; and (c) the procedures do not include delegation of the Committee’s responsibilities to management;
Review and approve the Company’s hiring policies regarding current and former partners and employees of the present and former external auditor;
Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and
Make regular reports to the Board concerning its activities.

B-3

SCHEDULE A

In addition to the duties and responsibilities set out in the Charter of the Audit Committee, the chairman of the Audit Committee has the duties and responsibilities described below:

Provide overall leadership to facilitate the effective functioning of the Committee, including:
(a) overseeing the structure, composition, membership and activities delegated to the Committee;
(b) chairing every meeting of the Committee and encouraging free and open discussion at meetings of the Committee;
(c) scheduling and setting the agenda for Committee meetings with input from other Committee members, the Chair of the Board of Directors and management as appropriate;
(d) facilitating the timely, accurate and proper flow of information to and from the Committee;
(e) arranging for management, internal and external auditors and others to attend and present at Committee meetings as appropriate;
(f) arranging sufficient time during Committee meetings to fully discuss agenda items;
(g) encouraging Committee members to ask questions and express viewpoints during meetings; and
(h) taking all other reasonable steps to ensure that the responsibilities and duties of the Committee, as outlined in its Charter, are well understood by the Committee members and executed as effectively as possible.
Foster ethical and responsible decision making by the Committee and its individual members.
Encourage the Committee to meet in separate, regularly scheduled, non-management, closed sessions with the independent auditors.
Following each meeting of the Committee, report to the Board of Directors on the activities, findings and any recommendations of the Committee.
Carry out other such duties as may reasonably be requested by the Board of Directors.

B-4

Consolidated Financial Report for the Three months ended 30 September 2009 (unaudited) and Fiscal years ended 30 June 2009, 2008 and 2007 (audited)

F-1

27JAN201020324134

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of Perseus Mining Limited

We have audited the accompanying consolidated financial report of Perseus Mining Limited (‘‘the company’’), which comprises the consolidated statements of financial position as at 30 June 2009 and 30 June 2008, the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years ended 30 June 2009, 30 June 2008 and 30 June 2007. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations). This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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F-2

Independent Auditors Report

Independence

In conducting our audit, we have complied with the independence requirements of the Australian professional accounting bodies.

Auditor’s Opinion

In our opinion:

(a) the financial report of Perseus Mining Limited:
(i) gives a true and fair view of the consolidated entity’s financial position as at 30 June 2009 and 30 June 2008 and of their performance and cash flows for the years ended on 30 June 2009, 30 June 2008 and 30 June 2007; and
(ii) complies with Australian Accounting Standards (including the Australian Accounting Interpretations); and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

HLB MANN JUDD Chartered Accountants

Perth, Western Australia 28 January 2010

M R W OHM Partner

F-3

27JAN201020324134

AUDITOR’S REPORT IN RESPECT OF COMPATIBILITY WITH CANADIAN GAAS

To the Board of Directors of Perseus Mining Limited

In accordance with the requirement contained in National Instrument 52-107 we report below on the compatibility of Canadian Generally Accepted Auditing Standards (‘‘Canadian GAAS’’) and International Standards on Auditing.

We conducted our audit for the years ended 30 June 2009, 30 June 2008 and 30 June 2007 in accordance with International Standards on Auditing. There are no material differences in the form or content of our report (except as noted below) as compared to an auditor’s report prepared in accordance with Canadian GAAS and if this report was prepared in accordance with Canadian GAAS it would not contain a reservation.

In Canada, reporting standards for auditing require that an auditor’s opinion state that the consolidated financial statements of a company present fairly, in all material respects, the financial position of the company and the results of its operations and cash flows. In Australia, reporting standards for auditors require that an auditor’s opinion state that the consolidated financial statements of a company give a true and fair view of the state of the Company’s affairs and of its profit for the year.

In Australia, the Corporations Act 2001 (Cth) requires that the auditor express an opinion on the remuneration report as to compliance with section 300A of the Corporations Act 2001 (Cth). In Canada, there is no requirement for the auditor to opine on that report.

In all other respects, there are no material differences in the form and content of the above noted auditor’s report.

HLB MANN JUDD Chartered Accountants

Perth, Western Australia 28 January 2010

M R W OHM Partner

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F-4

PERSEUS MINING LIMITED

STATEMENT OF COMPREHENSIVE INCOME

Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) 548,259 131,022 700,633 776,160 381,648 — 834,175 1,536,399 126,239 1,407,525 548,259 965,197 2,237,032 902,399 1,789,173 (10,390) (11,176) (31,487) (29,652) (57,871) (327,695) (440,845) (2,133,811) (4,667,402) (1,246,106) (4,526) — — — — (1,784,995) (189,207) — — (316,365) — (3,432,840) (3,330,819) — — (259,048) (123,204) (472,850) (216,176) (142,133) (72,291) (80,844) (305,832) (181,900) (128,136) (84,823) (31,778) (107,161) (167,035) (123,533) — — (327,682) — — (1,817,782) — — — — (116,128) (87,653) (316,591) (277,872) (179,480) (4,477,678) (4,397,547) (7,026,233) (5,540,037) (2,193,624) (3,929,419) (3,432,350) (4,789,201) (4,637,638) (404,451) — — — — — — — — (203,436) (117,040) (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (2,136,005) 1,210,300 (5,556,116) (5,961,484) (1,659,581) — — — — (549,400) (6,065,424) (2,222,050) (10,345,317) (10,802,558) (2,730,472) (1.31) cents (1.97) cents (2.53) cents (3.27) cents (0.41) cents (1.31) cents (1.97) cents (2.53) cents (3.41) cents (0.52) cents	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) 548,259 131,022 700,633 776,160 381,648 — 834,175 1,536,399 126,239 1,407,525 548,259 965,197 2,237,032 902,399 1,789,173 (10,390) (11,176) (31,487) (29,652) (57,871) (327,695) (440,845) (2,133,811) (4,667,402) (1,246,106) (4,526) — — — — (1,784,995) (189,207) — — (316,365) — (3,432,840) (3,330,819) — — (259,048) (123,204) (472,850) (216,176) (142,133) (72,291) (80,844) (305,832) (181,900) (128,136) (84,823) (31,778) (107,161) (167,035) (123,533) — — (327,682) — — (1,817,782) — — — — (116,128) (87,653) (316,591) (277,872) (179,480) (4,477,678) (4,397,547) (7,026,233) (5,540,037) (2,193,624) (3,929,419) (3,432,350) (4,789,201) (4,637,638) (404,451) — — — — — — — — (203,436) (117,040) (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (2,136,005) 1,210,300 (5,556,116) (5,961,484) (1,659,581) — — — — (549,400) (6,065,424) (2,222,050) (10,345,317) (10,802,558) (2,730,472) (1.31) cents (1.97) cents (2.53) cents (3.27) cents (0.41) cents (1.31) cents (1.97) cents (2.53) cents (3.41) cents (0.52) cents	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) 548,259 131,022 700,633 776,160 381,648 — 834,175 1,536,399 126,239 1,407,525 548,259 965,197 2,237,032 902,399 1,789,173 (10,390) (11,176) (31,487) (29,652) (57,871) (327,695) (440,845) (2,133,811) (4,667,402) (1,246,106) (4,526) — — — — (1,784,995) (189,207) — — (316,365) — (3,432,840) (3,330,819) — — (259,048) (123,204) (472,850) (216,176) (142,133) (72,291) (80,844) (305,832) (181,900) (128,136) (84,823) (31,778) (107,161) (167,035) (123,533) — — (327,682) — — (1,817,782) — — — — (116,128) (87,653) (316,591) (277,872) (179,480) (4,477,678) (4,397,547) (7,026,233) (5,540,037) (2,193,624) (3,929,419) (3,432,350) (4,789,201) (4,637,638) (404,451) — — — — — — — — (203,436) (117,040) (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (2,136,005) 1,210,300 (5,556,116) (5,961,484) (1,659,581) — — — — (549,400) (6,065,424) (2,222,050) (10,345,317) (10,802,558) (2,730,472) (1.31) cents (1.97) cents (2.53) cents (3.27) cents (0.41) cents (1.31) cents (1.97) cents (2.53) cents (3.41) cents (0.52) cents	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) 548,259 131,022 700,633 776,160 381,648 — 834,175 1,536,399 126,239 1,407,525 548,259 965,197 2,237,032 902,399 1,789,173 (10,390) (11,176) (31,487) (29,652) (57,871) (327,695) (440,845) (2,133,811) (4,667,402) (1,246,106) (4,526) — — — — (1,784,995) (189,207) — — (316,365) — (3,432,840) (3,330,819) — — (259,048) (123,204) (472,850) (216,176) (142,133) (72,291) (80,844) (305,832) (181,900) (128,136) (84,823) (31,778) (107,161) (167,035) (123,533) — — (327,682) — — (1,817,782) — — — — (116,128) (87,653) (316,591) (277,872) (179,480) (4,477,678) (4,397,547) (7,026,233) (5,540,037) (2,193,624) (3,929,419) (3,432,350) (4,789,201) (4,637,638) (404,451) — — — — — — — — (203,436) (117,040) (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (2,136,005) 1,210,300 (5,556,116) (5,961,484) (1,659,581) — — — — (549,400) (6,065,424) (2,222,050) (10,345,317) (10,802,558) (2,730,472) (1.31) cents (1.97) cents (2.53) cents (3.27) cents (0.41) cents (1.31) cents (1.97) cents (2.53) cents (3.41) cents (0.52) cents	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) 548,259 131,022 700,633 776,160 381,648 — 834,175 1,536,399 126,239 1,407,525 548,259 965,197 2,237,032 902,399 1,789,173 (10,390) (11,176) (31,487) (29,652) (57,871) (327,695) (440,845) (2,133,811) (4,667,402) (1,246,106) (4,526) — — — — (1,784,995) (189,207) — — (316,365) — (3,432,840) (3,330,819) — — (259,048) (123,204) (472,850) (216,176) (142,133) (72,291) (80,844) (305,832) (181,900) (128,136) (84,823) (31,778) (107,161) (167,035) (123,533) — — (327,682) — — (1,817,782) — — — — (116,128) (87,653) (316,591) (277,872) (179,480) (4,477,678) (4,397,547) (7,026,233) (5,540,037) (2,193,624) (3,929,419) (3,432,350) (4,789,201) (4,637,638) (404,451) — — — — — — — — (203,436) (117,040) (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (2,136,005) 1,210,300 (5,556,116) (5,961,484) (1,659,581) — — — — (549,400) (6,065,424) (2,222,050) (10,345,317) (10,802,558) (2,730,472) (1.31) cents (1.97) cents (2.53) cents (3.27) cents (0.41) cents (1.31) cents (1.97) cents (2.53) cents (3.41) cents (0.52) cents
Three months ended 30 Sep 2009 30 Sep 2008 $A $A (unaudited) (unaudited) 548,259 131,022 — 834,175 548,259 965,197 (10,390) (11,176) (327,695) (440,845) (4,526) — (1,784,995) (189,207) — (3,432,840) (259,048) (123,204) (72,291) (80,844) (84,823) (31,778) — — (1,817,782) — (116,128) (87,653) (4,477,678) (4,397,547) (3,929,419) (3,432,350) — — — — (3,929,419) (3,432,350) (2,136,005) 1,210,300 — — (6,065,424) (2,222,050)		Year ended 30 June
30 Sep 2009 $A (unaudited) 548,259 — 548,259 (10,390) (327,695) (4,526) (1,784,995) — (259,048) (72,291) (84,823) — (1,817,782) (116,128) (4,477,678) (3,929,419) — — (3,929,419) (2,136,005) — (6,065,424)		2009 $A 700,633 1,536,399 2,237,032 (31,487) (2,133,811) — — (3,330,819) (472,850) (305,832) (107,161) (327,682) — (316,591) (7,026,233) (4,789,201) — — (4,789,201) (5,556,116) — (10,345,317)	2008 $A 776,160 126,239 902,399 (29,652) (4,667,402) — — — (216,176) (181,900) (167,035) — — (277,872) (5,540,037) (4,637,638) — (203,436) (4,841,074) (5,961,484) — (10,802,558)	2007
				$A 381,648 1,407,525
				1,789,173
				(57,871 (1,246,106 — (316,365 — (142,133 (128,136 (123,533 — — (179,480
				(2,193,624
				(404,451 — (117,040
				(521,491
				(1,659,581 (549,400
				(2,730,472
(1.31) cents (1.31) cents	(1.97) cents (1.97) cents	(2.53) cents (2.53) cents	(3.27) cents (3.41) cents

F-5

PERSEUS MINING LIMITED

STATEMENT OF FINANCIAL POSITION

Current Assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets of disposal group classified as held for sale . . . . . . . . . . . . . . . . . . . . Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Current Assets Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments accounted for using the equity method . . . . . . . . . . . . . . . . . . . Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mineral interest acquisition, exploration and development expenditure . . . . . . . Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Non-Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current Liabilities Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities directly associated with assets of a disposal group classified as held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Current Liabilities Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Issued Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Option premium reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Notes 8 9 11 10 9 12 14 15 11 16 10 16 17 17 17	Notes 8 9 11 10 9 12 14 15 11 16 10 16 17 17 17		Consolidated
			30 Sep 2009 $A (unaudited) 60,626,330 644,488 168,552 61,439,370 — 61,439,370 2,613,767 3,333,333 1,915,789 58,213,256 8,722,825 74,798,970 136,238,340 3,530,643 — 3,530,643 2,819,353 2,819,353 6,349,996 129,888,344 154,087,628 7,345,969 (15,279,750) (16,265,503) 129,888,344	30 Jun 2009 $A 79,876,095 679,780 79,042 80,634,917 — 80,634,917 2,696,149 2,500,000 1,903,816 58,167,962 — 65,267,927 145,902,844 10,231,779 — 10,231,779 2,874,196 2,874,196 13,105,975 132,796,869 152,220,729 6,055,969 (13,143,745) (12,336,084) 132,796,869	30 Jun 2008
	8 9 11 10 9 12 14 15 11 16 10 16 17 17 17					$A 19,153,491 1,281,674 69,581 20,504,746 5,229,743 25,734,489 1,827,218 — 1,259,827 36,971,268 — 40,058,313 65,792,802 4,404,765 76,643 4,481,408 2,340,094 2,340,094 6,821,502 58,971,300 69,679,727 4,426,085 (7,587,629) (7,546,883) 58,971,300

F-6

PERSEUS MINING LIMITED

STATEMENTS OF CHANGES IN EQUITY

3 months to 30 Sep 2009 Balance at 1 July 2009. . . . . . . . . . . . . . . . . . . . . . Shares issued during the period . . . . . . . . . . . . . . . . Exercise of options . . . . . . . . . . . . . . . . . . . . . . . . Currency translation differences . . . . . . . . . . . . . . . . Loss attributable to members of the parent entity . . . . . Share issue expenses . . . . . . . . . . . . . . . . . . . . . . . Fair value of options issued . . . . . . . . . . . . . . . . . . . Balance at 30 September 2009 . . . . . . . . . . . . . . . . . 3 months to 30 Sep 2008 Balance at 1 July 2008. . . . . . . . . . . . . . . . . . . . . . Exercise of options . . . . . . . . . . . . . . . . . . . . . . . . Currency translation differences . . . . . . . . . . . . . . . . Profit attributable to members of the parent entity . . . . Fair value of options issued . . . . . . . . . . . . . . . . . . . Balance at 30 September 2008 . . . . . . . . . . . . . . . . .			Consolidated	Consolidated
	Issued Capital $A 152,220,729 1,850,000 19,500 — — (2,601) — 154,087,628 69,679,727 80,000 — — — 69,759,727	Accumulated Losses $A (12,336,084) — — — (3,929,419) — — (16,265,503) (7,546,883) — — (3,432,350) — (10,979,233)	Option Premium Reserve $A 6,055,969 — — — — — 1,290,000 7,345,969 4,426,085 — — — 94,454 4,520,539	Foreign Currency Translation Reserve $A (13,143,745) — — (2,136,005) — — — (15,279,750) (7,587,629) — 1,210,300 — — (6,377,329)	Financial Assets Reserve $A — — — — — — — — — — — — — —	Total Equity
						$A 132,796,869 1,850,000 19,500 (2,136,005) (3,929,419) (2,601) 1,290,000 129,888,344 58,971,300 80,000 1,210,300 (3,432,350) 94,454 56,923,704

F-7

PERSEUS MINING LIMITED

STATEMENTS OF CHANGES IN EQUITY

		Consolidated	Consolidated
Issued Capital $A 69,679,727 84,157,408 2,871,034 — — (4,487,440) — — 152,220,729 25,235,460 37,100,000 8,988,063 — — (1,643,796) — 69,679,727 14,571,167 10,620,000 577,843 — — (533,550) — — 25,235,460	Accumulated Losses $A (7,546,883) — — — (4,789,201) — — — (12,336,084) (2,705,809) — — — (4,841,074) — — (7,546,883) (2,184,318) — — — (521,491) — — — (2,705,809)	Option Premium Reserve $A 4,426,085 — — — — — 391,950 1,237,934 6,055,969 1,046,449 — — — — — 3,379,636 4,426,085 773,069 — — — — — 273,380 — 1,046,449	Foreign Currency Translation Reserve $A (7,587,629) — — (5,389,827) — — (166,289) — (13,143,745) (1,626,145) — — (5,961,484) — — — (7,587,629) 33,436 — — (1,659,581) — — — — (1,626,145)	Financial Assets Reserve $A — — — — — — — — — — — — — — — — — 549,400 — — — — — — (549,400) —	Total Equity
					$A 58,971,300 84,157,408 2,871,034 (5,389,827) (4,789,201) (4,487,440) 225,661 1,237,934
					132,796,869
					21,949,955 37,100,000 8,988,063 (5,961,484) (4,841,074) (1,643,796) 3,379,636
					58,971,300
					13,742,754 10,620,000 577,843 (1,659,581) (521,491) (533,550) 273,380 (549,400)
					21,949,955

F-8

PERSEUS MINING LIMITED

STATEMENTS OF CASH FLOWS

Notes 22 (a) 8	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) (1,190,231) (704,237) (2,198,612) (2,163,199) (1,693,339) 402,067 168,359 630,684 732,082 375,871 — 1,250 5,772 — 22,195 (788,164) (534,628) (1,562,156) (1,431,117) (1,295,273) (2,954,534) (7,640,477) (22,127,389) (26,588,094) (9,652,060) — — (193,408) — — (161,520) (161,799) (982,373) (717,047) (345,107) — — — 3,463 4,670 — — — — (20,508) — 769,225 769,225 (230,535) — (833,333) — — — (600,000) — — — — 2,709,682 28,229 36,177 36,177 (541,333) — — (520,997) (520,997) (819,906) (1,178,134) (10,888,730) — — — — (14,809,888) (7,517,871) (23,018,765) (28,893,452) (9,081,457) — — 83,731,801 37,100,000 10,060,000 19,500 80,000 2,879,314 8,978,963 576,843 (2,429,705) — (2,060,335) (1,643,796) (533,550) (2,410,205) 80,000 84,550,780 44,435,167 10,103,293 (18,008,257) (7,972,499) 59,969,859 14,110,598 (273,437) 79,876,095 19,296,798 19,296,798 5,390,895 5,999,909 — (143,307) (143,307) — — (1,241,508) 203,171 752,745 (204,695) (335,577) 60,626,330 11,384,163 79,876,095 19,296,798 5,390,895	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) (1,190,231) (704,237) (2,198,612) (2,163,199) (1,693,339) 402,067 168,359 630,684 732,082 375,871 — 1,250 5,772 — 22,195 (788,164) (534,628) (1,562,156) (1,431,117) (1,295,273) (2,954,534) (7,640,477) (22,127,389) (26,588,094) (9,652,060) — — (193,408) — — (161,520) (161,799) (982,373) (717,047) (345,107) — — — 3,463 4,670 — — — — (20,508) — 769,225 769,225 (230,535) — (833,333) — — — (600,000) — — — — 2,709,682 28,229 36,177 36,177 (541,333) — — (520,997) (520,997) (819,906) (1,178,134) (10,888,730) — — — — (14,809,888) (7,517,871) (23,018,765) (28,893,452) (9,081,457) — — 83,731,801 37,100,000 10,060,000 19,500 80,000 2,879,314 8,978,963 576,843 (2,429,705) — (2,060,335) (1,643,796) (533,550) (2,410,205) 80,000 84,550,780 44,435,167 10,103,293 (18,008,257) (7,972,499) 59,969,859 14,110,598 (273,437) 79,876,095 19,296,798 19,296,798 5,390,895 5,999,909 — (143,307) (143,307) — — (1,241,508) 203,171 752,745 (204,695) (335,577) 60,626,330 11,384,163 79,876,095 19,296,798 5,390,895	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) (1,190,231) (704,237) (2,198,612) (2,163,199) (1,693,339) 402,067 168,359 630,684 732,082 375,871 — 1,250 5,772 — 22,195 (788,164) (534,628) (1,562,156) (1,431,117) (1,295,273) (2,954,534) (7,640,477) (22,127,389) (26,588,094) (9,652,060) — — (193,408) — — (161,520) (161,799) (982,373) (717,047) (345,107) — — — 3,463 4,670 — — — — (20,508) — 769,225 769,225 (230,535) — (833,333) — — — (600,000) — — — — 2,709,682 28,229 36,177 36,177 (541,333) — — (520,997) (520,997) (819,906) (1,178,134) (10,888,730) — — — — (14,809,888) (7,517,871) (23,018,765) (28,893,452) (9,081,457) — — 83,731,801 37,100,000 10,060,000 19,500 80,000 2,879,314 8,978,963 576,843 (2,429,705) — (2,060,335) (1,643,796) (533,550) (2,410,205) 80,000 84,550,780 44,435,167 10,103,293 (18,008,257) (7,972,499) 59,969,859 14,110,598 (273,437) 79,876,095 19,296,798 19,296,798 5,390,895 5,999,909 — (143,307) (143,307) — — (1,241,508) 203,171 752,745 (204,695) (335,577) 60,626,330 11,384,163 79,876,095 19,296,798 5,390,895	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) (1,190,231) (704,237) (2,198,612) (2,163,199) (1,693,339) 402,067 168,359 630,684 732,082 375,871 — 1,250 5,772 — 22,195 (788,164) (534,628) (1,562,156) (1,431,117) (1,295,273) (2,954,534) (7,640,477) (22,127,389) (26,588,094) (9,652,060) — — (193,408) — — (161,520) (161,799) (982,373) (717,047) (345,107) — — — 3,463 4,670 — — — — (20,508) — 769,225 769,225 (230,535) — (833,333) — — — (600,000) — — — — 2,709,682 28,229 36,177 36,177 (541,333) — — (520,997) (520,997) (819,906) (1,178,134) (10,888,730) — — — — (14,809,888) (7,517,871) (23,018,765) (28,893,452) (9,081,457) — — 83,731,801 37,100,000 10,060,000 19,500 80,000 2,879,314 8,978,963 576,843 (2,429,705) — (2,060,335) (1,643,796) (533,550) (2,410,205) 80,000 84,550,780 44,435,167 10,103,293 (18,008,257) (7,972,499) 59,969,859 14,110,598 (273,437) 79,876,095 19,296,798 19,296,798 5,390,895 5,999,909 — (143,307) (143,307) — — (1,241,508) 203,171 752,745 (204,695) (335,577) 60,626,330 11,384,163 79,876,095 19,296,798 5,390,895
	Three months ended 30 Sep 2009 30 Sep 2008 $A $A (unaudited) (unaudited) (1,190,231) (704,237) 402,067 168,359 — 1,250 (788,164) (534,628) (2,954,534) (7,640,477) — — (161,520) (161,799) — — — — — 769,225 (833,333) — — — 28,229 36,177 — (520,997) (10,888,730) — (14,809,888) (7,517,871) — — 19,500 80,000 (2,429,705) — (2,410,205) 80,000 (18,008,257) (7,972,499) 79,876,095 19,296,798 — (143,307) (1,241,508) 203,171 60,626,330 11,384,163	Year ended 30 June
	30 Sep 2009 $A (unaudited) (1,190,231) 402,067 — (788,164) (2,954,534) — (161,520) — — — (833,333) — 28,229 — (10,888,730) (14,809,888) — 19,500 (2,429,705) (2,410,205) (18,008,257) 79,876,095 — (1,241,508) 60,626,330	2009 $A (2,198,612) 630,684 5,772 (1,562,156) (22,127,389) (193,408) (982,373) — — 769,225 — — 36,177 (520,997) — (23,018,765) 83,731,801 2,879,314 (2,060,335) 84,550,780 59,969,859 19,296,798 (143,307) 752,745 79,876,095	2008 $A (2,163,199) 732,082 — (1,431,117) (26,588,094) — (717,047) 3,463 — (230,535) — — (541,333) (819,906) — (28,893,452) 37,100,000 8,978,963 (1,643,796) 44,435,167 14,110,598 5,390,895 — (204,695) 19,296,798	2007
22 (a) 8				$A (1,693,339 375,871 22,195
				(1,295,273
				(9,652,060 — (345,107 4,670 (20,508 — (600,000 2,709,682 — (1,178,134 —
				(9,081,457
				10,060,000 576,843 (533,550
				10,103,293
				(273,437 5,999,909 — (335,577
				5,390,895

F-9

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

Basis of preparation and Statement of compliance

This financial report presents financial statements of Perseus and its subsidiaries for the financial years ended 30 June 2009, 30 June 2008 and 30 June 2007 (‘‘ Audited Information ’’) and for the three month periods ended 30 September 2009 and 30 September 2008 (‘‘ Unaudited Information ’’). The Audited Information has been extracted from the audited financial reports of Perseus Mining Limited for those periods, whereas the Unaudited Information is from Perseus’s management accounts.

This financial report, in so far as it relates to Audited Information, is a general purpose financial report, which has been prepared in accordance with Australian equivalents to International Financial Reporting Standards (‘‘ A-IFRS ’’). Compliance with A-IFRS ensures that the consolidated financial statements and notes comply with International Financial Reporting Standards (‘‘ IFRS ’’).

This financial report, in so far as it relates to Unaudited Information is a set of general purpose financial statements prepared in accordance with the AASB 134 ‘Interim Financial Reporting’. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’. The condensed three month financial report does not include notes of the type normally included in an annual financial report and should be read in conjunction with the most recent annual financial report for the year ended 30 June 2009.

This financial report has also been prepared on a historical cost basis, except for available-for-sale investments, which have been measured at fair value.

All amounts are presented in Australian dollars.

The Company is a listed public company, incorporated and domiciled in Australia and operating during the year in Australia, Ghana and the Ivory Coast.

Adoption of new and revised Accounting Standards

In the half-year ended 31 December 2009, the Group has reviewed all of the new and revised Standards and interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2009.

During the current period, certain accounting policies have changed as a result of new or revised accounting standards which became operative for the annual reporting period commencing on 1 July 2009.

The affected policies and standards are:

Principles of consolidation — revised AASB 127 Consolidated and Separate Financial Statements and changes made by AASB 2008-7 Amendments to Australian Accounting Standards — Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
Business Combinations — revised AASB 3 Business Combinations
Segment reporting — new AASB 8 Operating Segments
Financial Statements presentation — revised AASB 101 Presentation of Financial Statements

Principles of Consolidation

AASB 127 (revised) required the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains or losses. This is different to the Group’s previous accounting policy where transactions with minority interests were treated as transactions with parties external to the group.

The standard also specifies the accounting when control is lost. Any remaining interest in the entity must be remeasured to fair value and a gain or loss is recognised in profit or loss. This is consistent with the entity’s previous accounting policy if significant influence is not retained.

The Group will in future allocate losses to the non-controlling interest in its subsidiaries even if the accumulated losses should exceed the non-controlling interest in the subsidiary’s equity. Under the previous policy, excess losses were allocated to the parent entity.

Lastly, dividends received from investments in subsidiaries, jointly controlled entities or associates after 1 July 2009 are recognised as revenue even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment as a result of the dividend payment. Under the entity’s previous policy, these dividends would have been deducted from the cost of the investment.

The changes were implemented prospectively from 1 July 2009. There has been no impact on the current period

F-10

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business Combinations

All payments to purchase a business are now recorded at fair value at the acquisition date, with contingent payments included at their respective fair values. Under the Group’s previous policy, contingent payments were only recognised when the payments were probable and could be measured reliably and were accounted for as an adjustment to the cost of the acquisition.

Acquisition-related costs are expensed as incurred. Previously, they were recognised as part of the cost of acquisition and therefore included in goodwill.

Non-controlling interests in an acquiree are now recognised either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. This decision is made on an acquisition-by-acquisition basis. Under the previous policy, the non-controlling interest was always recognised at its share of the acquiree’s net assets.

If the Group recognises acquired deferred tax assets after the initial recognition accounting there will no longer be any adjustment to goodwill. As a consequence, the recognition of the deferred tax asset will increase the Group’s net profit after tax.

There is no impact of the above change in accounting policy during the current period.

Segment Reporting

The Group has applied AASB 8 Operating Segments from 1 July 2009. AASB 8 requires a ‘management approach’ under which segment information is presented on the same basis as that used for internal reporting purposes.

Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Perseus Mining Limited.

Financial Statement Presentation

The Group has applied AASB 101 from 1 July 2009. AASB 101 requires that all changes sin equity arising from transactions with owners in their capacity of owners should be presented separately from non-owner changes in equity. Additionally, if the Company makes a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third balance sheet at the beginning of the comparative period. Furthermore, various terminology changes have been made to other standards. The principal impact of this upon the Company is that:

‘‘balance sheet’’ is now referred to as ‘‘statement of financial position’’;
a ‘‘statement of comprehensive income’’ is now presented;
‘‘general purposes financial report’’ is now ‘‘general purpose financial statements’’; and
‘‘equity holders’’ are now referred to as ‘‘owners’’.

The Group has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the half-year ended 31 December 2009. As a result of this review the Directors have determined that there is no change necessary to Group accounting policies.

Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Company and subsidiaries (‘‘ Group ’’ or ‘‘ consolidated entity ’’).

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity and cease to be consolidated from the date on which control is transferred out of the consolidated entity. Control exists where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The acquisition of subsidiaries has been accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition. Accordingly, the consolidated financial statements include the results of subsidiaries for the period from their acquisition.

F-11

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant accounting judgments, estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are as follows:

Exploration and evaluation expenditure

The Board of Directors determines when an area of interest should be abandoned. When a decision is made that an area of interest is not commercially viable, all costs that have been capitalised in respect of that area of interest are written off. The Board’s decision is made after considering the likelihood of finding commercially viable reserves.

Share-based payment transactions:

The consolidated entity measures the cost of equity-settled transactions with employees and consultants by reference to the fair value of the equity instruments at the date at which they were granted. The fair value is determined using a Black-Scholes model, using the assumptions detailed in Note 18.

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the consolidated entity and the revenue is capable of being reliably measured.

Interest income is recognised in the income statement as it accrues, using the effective interest method.

All revenue is stated net of the amount of goods and services tax (GST).

Cash and cash equivalents

Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Receivables

Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

Foreign currency transactions and balances

The functional and presentation currency of the Company is Australian dollars.

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.

All differences in the consolidated financial report are taken to the income statement with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of a net investment, at which time they are recognised in the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value was determined.

The functional currencies of the overseas subsidiaries are as follows:

Ghanaian subsidiaries Ivory Coast subsidiary Kyrgyz subsidiaries

Ghanaian cedis (GHC); CFA francs (BCEAO — XOF) SOMS (KGS)

F-12

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

As at the reporting date, the assets and liabilities of these overseas subsidiaries are translated into the reporting currency of the Company at the rate of exchange ruling at the balance sheet date and the income statements are translated at the weighted average exchange rates for the period.

The exchange differences on the retranslation are taken directly to a separate component of equity.

On disposal of a foreign entity, the deferred cumulative amount recognised in equity is recognised in the income statement.

Taxes

Income tax

Deferred income tax is provided for on all temporary differences at balance date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. The carrying amount of deferred tax assets is reviewed at each balance date and only recognised to the extent that sufficient future assessable income is expected to be obtained.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables in the balance sheet are shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

Investments and other financial assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transactions costs. The consolidated entity determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end.

During the year, the consolidated entity has held derivatives, loans and receivables and available-for-sale investments.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

F-13

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Available-for-sale investments

Available-for-sale investments are those non-derivative financial assets that are designated as available-for-sale or are not classified as financial assets held for trading (‘‘ financial assets at fair value ’’), investments intended to be held to maturity or loans and receivables. After initial recognition available-for sale investments are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.

The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments with no active market, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market transactions, reference to the current market value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models.

Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss where the financial asset:

has been acquired principally for the purpose of selling in the near future;
is part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
is a derivative that is not designated and effective as a hedging instrument.

Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset.

Property, Plant and Equipment

Items of plant and equipment are carried at cost less accumulated depreciation and impairment losses (see accounting policy (impairment testing).

Plant and equipment

Plant and equipment acquired is initially recorded at the cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the consolidated entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation

All assets have limited useful lives and are depreciated using the straight line method over their estimated useful lives commencing from the time the asset is held ready for use, using the following rates:

Plant and Machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20%
Freehold Land and Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5%
Field Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20%
Furniture and Fittings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12.5%
Motor Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20%
Office Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12.5%

Depreciation and amortisation rates and methods are reviewed annually for appropriateness. When changes are made, adjustments are reflected prospectively in current and future periods only. The estimated useful lives used in the calculation of depreciation for plant and equipment for the current and corresponding period are between three and ten years.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.

F-14

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Mineral interest acquisition, exploration and development expenditure

Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:

(i) the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
(a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
(b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.

Impairment testing

The carrying amount of the consolidated entity assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. Where such an indication exists, a formal assessment of recoverable amount is then made and where this is in excess of carrying amount, the asset is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. Value in use is the present value of the future cash flows expected to be derived from the asset or cash generating unit. In estimating value in use, a pre-tax discount rate is used which reflects current market assessments of the time value of money and the risks specific to the asset. Any resulting impairment loss is recognised immediately in the income statement.

Impairment losses are reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets’ carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Joint Ventures

Joint venture interests are incorporated in the financial statements by including the consolidated entity’s proportion of joint venture assets and liabilities under the appropriate headings.

Where part of a joint venture is farmed out and in consideration the farminee undertakes to carry out further expenditure in the joint venture area of interest, expenditure incurred prior to the farm out is carried forward without adjustment unless the terms of the farmout indicate that the expenditure carried forward is excessive based on the diluted interest retained. Provision is then made to reduce expenditure carried forward to a recoverable amount.

Any cash received in consideration for farming out part of a joint venture interest is treated as a reduction in the carrying value of the related mineral property.

F-15

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment in associated entities

The Group’s investment in its associate is accounted for using the equity method of accounting in the consolidated financial statements. The associate is an entity in which the Group has significant influence and which is neither a subsidiary nor a joint venture.

Under the equity method, the investment in the associate is carried in the consolidated balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associate. The consolidated income statement reflects the Group’s share of the results of operations of the associate.

Where there has been a change recognised directly in the associate’s equity, the Group recognises its share of any changes and discloses this in the consolidated statement of recognised income and expense.

The reporting dates of the associate and the Group are identical and the associate’s accounting policies conform to those used by the Group for like transactions and events in similar circumstances.

Payables

Trade payables and other payables are carried at cost and represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year that are unpaid and arise when the consolidated entity becomes obliged to make future payments in respect of the purchase of these goods and services.

Provisions

Provisions are recognised when the consolidated entity has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Employee Benefits

Wages, salaries and annual leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled.

Contributions are made by the consolidated entity to superannuation funds as stipulated by statutory requirements and are charged as expenses when incurred.

Share-based payment transactions

Equity settled transactions:

The consolidated entity provides benefits to employees, consultants and contractors of the consolidated entity in the form of sharebased payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

In November 2005, the Company adopted the Perseus Mining Limited Employee Option Plan (the ‘‘Employee Option Plan’’) to provide these benefits to employees, consultants and contractors.

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model, further details of which are given in Note 18.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company (market conditions) if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the consolidated entity’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions

F-16

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 6).

Share based payment transactions with parties other than employees and contractors are measured by reference to the fair value of the good or services rendered at the date of which the consolidated entity obtains the goods or the counterparty renders services.

Issued Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Earnings per Share

Basic earnings per share is determined by dividing the net result attributable to members, adjusted to exclude costs of servicing equity (other than dividends), by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is determined by dividing the net result attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and any expenses associated with dividends and interest of dilutive potential ordinary shares, by the weighted average number of ordinary shares (both issued and potentially dilutive) adjusted for any bonus element.

Segment Reporting

Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segments are identified based upon the information provided to the chief operating decision maker.

Segment assets include all assets used by a segment and consist principally of cash, receivables, property, plant and equipment net of accumulated depreciation and mineral interest acquisitions, exploration and development expenditure. Whilst most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities consist principally of accounts payable, employee entitlements, accrued expenses, provisions and borrowings. Segment assets and liabilities do not include deferred income taxes.

Where segment revenues and expenses include transfers between segments, these are at the same rates which would apply to parties outside the consolidated entity on an arm’s length basis. These transfers are eliminated on consolidation.

F-17

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

2. REVENUE

		Consolidated	Consolidated
	Three months ended		Year	ended 30	June
	30 Sep 2009	30 Sep 2008	2009	2008	2007
	$A	$A	$A	$A	$A
	(unaudited)	(unaudited)
Finance revenue — interest income . . . . . . . . . . . . . . . . . . .	548,259	131,022	700,633	776,160	381,648
Gain on disposal of investments . . . . . . . . . . . . . . . . . . . . .	—	832,925	832,925	—	1,383,082
Gain on disposal of property, plant and equipment . . . . . . . . .	—	—	—	—	2,248
Gain on loss of control of subsidiary . . . . . . . . . . . . . . . . . .	—	—	—	52,328	—
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	1,250	11,542	10,226	22,195
Foreign currency exchange gains . . . . . . . . . . . . . . . . . . . . .	—	—	691,932	63,685	—
	548,259	965,197	2,237,032	902,399	1,789,173

3. LOSS FROM ORDINARY ACTIVITIES

Loss from ordinary activities before income tax has been determined after:

		Consolidated	Consolidated
	Three months ended		Year	ended 30	June
	30 Sep 2009	30 Sep 2008	2009	2008	2007
	$A	$A	$A	$A	$A
	(unaudited)	(unaudited)
Expenses
Depreciation of plant and equipment . . . . . . . . . . . . . . . . .	10,390	11,176	31,487	29,652	57,871
Impairment of investments in associates . . . . . . . . . . . . . . .	—	3,432,840	3,330,819	—	—
Share based payments to Directors and employees . . . . . . . .	—	94,454	817,184	3,379,636	273,380
Share based payments to consultants . . . . . . . . . . . . . . . . .	—	—	24,000	—	—
Defined contribution superannuation expense . . . . . . . . . . .	17,918	17,211	50,912	53,384	47,010
Other expenses include:
Corporate promotion and advertising . . . . . . . . . . . . . . . . .	39,958	2,179	36,261	33,913	57,001
Conferences and seminars . . . . . . . . . . . . . . . . . . . . . . . .	33,356	4,805	19,059	20,291	25,061
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	50,983	53,223	44,703	14,756
Legal expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2,651	379	11,372	85,955	4,896
Printing & Stationery . . . . . . . . . . . . . . . . . . . . . . . . . . .	1,629	4,946	30,370	12,835	32,793
Bank Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20,049	7,458	39,718	13,256	7,881
Loss on disposal of property, plant and equipment . . . . . . . .	—	—	42,437	2,894	—

4. AUDITORS’ REMUNERATION

		Consolidated	Consolidated
	Three months ended		Year	ended 30	June
	30 Sep 2009	30 Sep 2008	2009	2008	2007
	$A	$A	$A	$A	$A
	(unaudited)	(unaudited)
Audit services:
— Auditors of the company-HLB Mann Judd . . . . . . . . . . . . . . . .	—	—	39,800	30,100	30,500
— Other auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	70,559	35,594	28,817
	—	—	110,359	65,694	59,317
Other services:
— Auditors of the company-HLB Mann Judd . . . . . . . . . . . . . . . .	—	—	—	15,400	—
	—	—	—	15,400	—

F-18

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

4. AUDITORS’ REMUNERATION (Continued)

Other services comprise the preparation of the Independent Accountant’s Report included in the prospectus for the Company’s public offer of securities.

5. INCOME TAX EXPENSE

Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) 3,929,419 3,432,350 4,789,201 4,841,074 521,491 1,178,826 1,029,705 1,436,760 1,452,322 156,447 (545,335) — (1,029,852) (999,246) — — — (126,709) (129,414) — — — (28,336) (252,355) (1,013,891) (82,014) 1,191,185 2,573,445 7,353,364 8,406,310 — 484,837 224,713 484,837 214,857 — (1,045) (116,145) (119,827) (26,952) (1,755) 2,308,468 2,526,821 7,774,119 9,032,646 72,678 (2,308,468) (2,526,821) (7,774,119) (9,032,646) (72,678) — — — — — 1,283,781 664,613 765,685 767,267 223,669	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) 3,929,419 3,432,350 4,789,201 4,841,074 521,491 1,178,826 1,029,705 1,436,760 1,452,322 156,447 (545,335) — (1,029,852) (999,246) — — — (126,709) (129,414) — — — (28,336) (252,355) (1,013,891) (82,014) 1,191,185 2,573,445 7,353,364 8,406,310 — 484,837 224,713 484,837 214,857 — (1,045) (116,145) (119,827) (26,952) (1,755) 2,308,468 2,526,821 7,774,119 9,032,646 72,678 (2,308,468) (2,526,821) (7,774,119) (9,032,646) (72,678) — — — — — 1,283,781 664,613 765,685 767,267 223,669	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) 3,929,419 3,432,350 4,789,201 4,841,074 521,491 1,178,826 1,029,705 1,436,760 1,452,322 156,447 (545,335) — (1,029,852) (999,246) — — — (126,709) (129,414) — — — (28,336) (252,355) (1,013,891) (82,014) 1,191,185 2,573,445 7,353,364 8,406,310 — 484,837 224,713 484,837 214,857 — (1,045) (116,145) (119,827) (26,952) (1,755) 2,308,468 2,526,821 7,774,119 9,032,646 72,678 (2,308,468) (2,526,821) (7,774,119) (9,032,646) (72,678) — — — — — 1,283,781 664,613 765,685 767,267 223,669	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) 3,929,419 3,432,350 4,789,201 4,841,074 521,491 1,178,826 1,029,705 1,436,760 1,452,322 156,447 (545,335) — (1,029,852) (999,246) — — — (126,709) (129,414) — — — (28,336) (252,355) (1,013,891) (82,014) 1,191,185 2,573,445 7,353,364 8,406,310 — 484,837 224,713 484,837 214,857 — (1,045) (116,145) (119,827) (26,952) (1,755) 2,308,468 2,526,821 7,774,119 9,032,646 72,678 (2,308,468) (2,526,821) (7,774,119) (9,032,646) (72,678) — — — — — 1,283,781 664,613 765,685 767,267 223,669
Three months ended 30 Sep 2009 30 Sep 2008 $A $A (unaudited) (unaudited) 3,929,419 3,432,350 1,178,826 1,029,705 (545,335) — (1,029,852) — (126,709) — (28,336) 1,191,185 2,573,445 484,837 224,713 (1,045) (116,145) 2,308,468 2,526,821 (2,308,468) (2,526,821) — — 1,283,781 664,613	Year ended 30 June
30 Sep 2009 $A (unaudited) 3,929,419 1,178,826 (545,335) — — — 1,191,185 484,837 (1,045) 2,308,468 (2,308,468) — 1,283,781	2009 $A 4,789,201 1,436,760 (999,246) (129,414) (252,355) 7,353,364 484,837 (119,827) 7,774,119 (7,774,119) — 765,685	2008 $A 4,841,074 1,452,322 — — (1,013,891) 8,406,310 214,857 (26,952) 9,032,646 (9,032,646) — 767,267	2007
			$A 521,491
			156,447 — — (82,014 — — (1,755
			72,678 (72,678
			—
			223,669

The tax benefits will only be obtained if the conditions in Note 1 (Income taxes) are satisfied and if:

a) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;

b) the consolidated entity continues to comply with the conditions for deductibility imposed by the relevant tax legislation;

c) no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for losses.

For the purposes of income tax, the Company and its 100%-owned Australian subsidiaries have not formed a tax consolidated group. Tax consolidation is not expected to have a material effect on the consolidated entity’s deferred tax asset.

F-19

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

6. EARNINGS PER SHARE

Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) (3,929,419) (3,432,350) (4,789,201) (4,637,638) (404,451) — — — (203,436) (117,040) (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (1.31) (1.97) (2.53) (3.27) (0.41) — — — (0.14) (0.11) (1.31) (1.97) (2.53) (3.41) (0.52) 30 Sep 2009 30 Sep 2008 2009 2008 2007 Number Number Number Number Number (unaudited) (unaudited) 299,614,479 174,754,267 189,542,834 142,033,924 99,441,749	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) (3,929,419) (3,432,350) (4,789,201) (4,637,638) (404,451) — — — (203,436) (117,040) (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (1.31) (1.97) (2.53) (3.27) (0.41) — — — (0.14) (0.11) (1.31) (1.97) (2.53) (3.41) (0.52) 30 Sep 2009 30 Sep 2008 2009 2008 2007 Number Number Number Number Number (unaudited) (unaudited) 299,614,479 174,754,267 189,542,834 142,033,924 99,441,749	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) (3,929,419) (3,432,350) (4,789,201) (4,637,638) (404,451) — — — (203,436) (117,040) (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (1.31) (1.97) (2.53) (3.27) (0.41) — — — (0.14) (0.11) (1.31) (1.97) (2.53) (3.41) (0.52) 30 Sep 2009 30 Sep 2008 2009 2008 2007 Number Number Number Number Number (unaudited) (unaudited) 299,614,479 174,754,267 189,542,834 142,033,924 99,441,749	Consolidated Three months ended Year ended 30 June 30 Sep 2009 30 Sep 2008 2009 2008 2007 $A $A $A $A $A (unaudited) (unaudited) (3,929,419) (3,432,350) (4,789,201) (4,637,638) (404,451) — — — (203,436) (117,040) (3,929,419) (3,432,350) (4,789,201) (4,841,074) (521,491) (1.31) (1.97) (2.53) (3.27) (0.41) — — — (0.14) (0.11) (1.31) (1.97) (2.53) (3.41) (0.52) 30 Sep 2009 30 Sep 2008 2009 2008 2007 Number Number Number Number Number (unaudited) (unaudited) 299,614,479 174,754,267 189,542,834 142,033,924 99,441,749
Three months ended 30 Sep 2009 30 Sep 2008 $A $A (unaudited) (unaudited) (3,929,419) (3,432,350) — — (3,929,419) (3,432,350) (1.31) (1.97) — — (1.31) (1.97) 30 Sep 2009 30 Sep 2008 Number Number (unaudited) (unaudited) 299,614,479 174,754,267	Year ended 30 June
30 Sep 2009 $A (unaudited) (3,929,419) — (3,929,419) (1.31) — (1.31) 30 Sep 2009 Number (unaudited) 299,614,479	2009 $A (4,789,201) — (4,789,201) (2.53) — (2.53) 2009 Number 189,542,834	2008 $A (4,637,638) (203,436) (4,841,074) (3.27) (0.14) (3.41) 2008 Number 142,033,924	2007
			$A (404,451
			(117,040
			(521,491
			(0.41
			(0.11
			(0.52
			2007
			Number 99,441,749

The Company’s potential ordinary shares, being its options granted, are not considered dilutive as the conversion of these options would result in a decrease in the net loss per share.

7. SEGMENT INFORMATION

The consolidated entity primarily reports on geographical basis as its risks and rates of return are affected predominantly by differences in the geographical areas in which it operates and this is the format of the information provided to the chief operating decision maker.

The consolidated entity operated principally in two geographical segments in 2009 being Australia and West Africa, and three geographical segments in 2008 and 2007 (includes Central Asia). The segment information is prepared in conformity with the accounting policies described in Note 1.

The consolidated entity comprises the following main segments:

Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . West Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Central Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investing activities and corporate management. Mineral exploration activities. Mineral exploration activities.

F-20

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

7. SEGMENT INFORMATION (Continued)

Australia	Australia	Australia	West Africa	West Africa	West Africa	West Africa	Unallocated	Unallocated	Unallocated	Unallocated	Consolidated	Consolidated	Consolidated
30 Sep 2009	30 Sep 2008		30 Sep 2009		30 Sep 2008		30 Sep 2009		30 Sep 2008 $		30 Sep 2009	30 Sep 2008
$		$		$							$		$
— — — (4,215,070) 7,107 1,817,782 — — 1,439,461 74,814,185 11,723,952 415,448		— 834,175 834,175 (3,013,311) 6,683 — 3,432,840 94,454 189,207 15,847,977 2,547,787 1,836,260		— — — (262,608) 3,283 — — — 1,937 63,024,155 1,813,968 7,534,548		— — — (550,061) 4,493 — — — — 46,737,518 9,859,790 4,014,096		548,259 — 548,259 548,259 — — — — — — — —		131,022 — 131,022 131,022 — — — — — — — —	548,259 — 548,259 (3,929,419) — (3,929,419) 10,390 1,817,782 — — 1,441,398 137,838,340 13,537,921 7,949,996		131,022 834,175 965,197 (3,432,350) — (3,432,350) 11,176 — 3,432,840 94,454 189,207 62,585,495 12,407,577 5,850,356

F-21

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

7. SEGMENT INFORMATION (Continued)

Revenue Finance revenue . . . . . . . . . . Other external revenue . . . . . . Total segment revenue. . . . . . . Results Operating loss before income tax Income tax expense . . . . . . . . Net loss . . . . . . . . . . . . . . . Non-Cash Expenses Depreciation . . . . . . . . . . . . Impairment of investment in associate . . . . . . . . . . . . . Options issued to employees, Directors and consultants . . . Other non-cash expenses . . . . . Assets Segment assets . . . . . . . . . . . Non-current assets acquired . . . Liabilities Segment liabilities . . . . . . . . .			Continuing Operations	Continuing Operations	Continuing Operations	Continuing Operations	Continuing Operations			Disposal Group Held for Sale	Disposal Group Held for Sale	Disposal Group Held for Sale
	Australia	Australia	West Africa	West Africa	Unallocated			Unallocated		Central Asia 2008 $ — 6,960 6,960 (203,436) 22,225 — — 81,636 5,229,743 2,126,993 76,643			Consolidated	Consolidated
	2009	2008	2009	2008		2009			2008				2009		2008
	$ — 2,015,296	$ — (334,207)	$ — (478,897) (478,897) (992,951) 2,307 — — 42,437 60,972,061 22,454,641 6,722,569	$ — 460,446 460,446 123,227 18,375 — — — 39,390,580 26,604,046 4,950,102		$ 700,633 — 700,633 700,633 — — — — — — —			$ 776,160 — 776,160 776,160 — — — — — — —				$ 700,633 1,536,399 2,237,032 (4,789,201) — (4,789,201) 31,487 3,330,819 841,184 42,437 145,902,844 25,002,427 13,105,975		$ 776,160 133,199 909,359 (4,841,074) — (4,841,074) 51,877 — 3,379,636 81,636 65,792,802 28,738,082 6,821,502
	2,015,296	(334,207)
	29,180 3,330,819 841,184 — 84,930,783 2,547,786 6,383,406	11,277 — 3,379,636 — 21,172,479 7,043 1,794,757
	ENTS
Cash assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short term deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents attributable to disposal group . . . . . . . . . . . .									Consolidated
							Notes		30 Sep 2009		30 Jun 2009			30 Jun 2008
							10(c)		$A (unaudited) 737,965 59,888,365 60,626,330 — 60,626,330			$A 367,156 79,508,939 79,876,095 — 79,876,095		$A 567,597 18,585,894 19,153,491 143,307 19,296,798

8. CASH AND CASH EQUIVALENTS

					Consolidated
			Notes	30 Sep 2009	30 Jun 2009	30 Jun 2008
				$A	$A	$A
				(unaudited)
Cash	assets	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		737,965	367,156	567,597
Short	term	deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		59,888,365	79,508,939	18,585,894
				60,626,330	79,876,095	19,153,491
Cash	and cash equivalents attributable to disposal group . . . . . . . . . . . .		10(c)	—	—	143,307
				60,626,330	79,876,095	19,296,798

Cash at bank earns interest at floating rates based on daily bank deposit rates.
Short-term deposits are made for varying periods of between one day and six months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

F-22

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

9. RECEIVABLES

RECEIVABLES
Current Sundry debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sundry debtors — amounts due from related entities . . . . . . . . . . . . . . . . Sundry debtors — amounts due from third parties . . . . . . . . . . . . . . . . . . Non-current Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Notes (i) (ii) (iii)	Three months ended	Year ended 30 June
		30 Sep 2009 $A (unaudited) 644,488 — — 644,488 2,613,767 2,613,767	2009 $A 679,780 — — 679,780 2,696,149 2,696,149	2008
	(i) (ii) (iii)			$A 484,887 260,610 536,177
				1,281,674
				1,827,218
				1,827,218

Terms and conditions relating to the above financial instruments:

Trade and sundry debtors are non-interest bearing and generally on 30 day terms.

No debtors are considered past due but not impaired and accordingly, no ageing has been provided.

(i) The Company had a receivable from a director-related entity, Manas. The loan was repaid during 2009.

(ii) The Company advanced $0.5 million to Strategic Systems in 2008. Interest was charged at 12%, compounded monthly. The loan was repaid during 2009 (refer also Note 20 (b)).

(iii) At 30 June 2009, the Company has US$2.25 million (approximately AUD$2.7m) held in bank deposits which are subject to a lien and is collateral for a bank guarantee that has been issued to the Ghana EPA in relation to environmental rehabilitation provisions concerning the Central Ashanti Gold Project.

10. NON-CURRENT DISPOSAL GROUP HELD FOR SALE

(a) Description

In May 2008 the Company entered into a Sale and Purchase Agreement with Manas.

The Sale and Purchase Agreement provided for the transfer of the shares held by Perseus in the subsidiaries incorporated in the Kyrgyz Republic and the assignment to Manas of outstanding loans by Perseus to those subsidiaries in exchange for the issue of 25,000,000 shares and 12,500,000 options in Manas.

Completion of the Sale and Purchase Agreement was conditional upon Manas raising at least $4 million via a public flotation and listing on the ASX. This was achieved on 21 July 2008 and transfer of the ownership of the Kyrgyz subsidiaries was completed on 21 July 2008.

The Kyrgyz subsidiaries and the related loans have been reported in the 2008 results of this financial report as a noncurrent disposal group held for sale and comprise the Central Asia segment in Note 7.

F-23

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

10. NON-CURRENT DISPOSAL GROUP HELD FOR SALE (Continued)

(b) Financial Performance and cash flow information of disposal group

Financial Performance and cash flow information of disposal group
	Consolidated
	Three months	Year	ended
	ended	30	June
	30 Sep 2009	2009	2008
	$A	$A	$A
	(unaudited)
Revenue
Foreign currency exchange gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	4,923
Gain on sale of plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	2,037
	—	—	6,960
Expenses
Depreciation of plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	(22,225)
Exploration expenditure written off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	(81,636)
Kyrgyz Republic administration and overhead costs . . . . . . . . . . . . . . . . . . . . . . . .	—	—	(106,535)
Foreign currency exchange losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			—
Loss before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	(203,436)
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	—
Loss after income tax of disposal group held for sale . . . . . . . . . . . . . . . . . . . . . . .	—	—	(203,436)
Net cash outflows from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	(106,535)
Net cash outflows from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	(2,029,196)
Net decrease in cash generated by the disposal group . . . . . . . . . . . . . . . . . . . . . .	—	—	(2,135,731)

(c) Carrying amount of assets and liabilities

		Consolidated
	30 Sep 2009	30 Jun 2009	30 Jun 2008
	$A	$A	$A
	(unaudited)
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	143,307
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	11,950
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	19,758
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			175,015
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	146,837
Mineral interest acquisition, exploration and development expenditure . . . . . .	—	—	4,907,891
Total Non-Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5,054,728
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	5,229,743
Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	76,643
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	76,643
Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	5,153,100

F-24

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

11. OTHER FINANCIAL ASSETS

			Consolidated
	Notes	30 Sep 2009	30 Jun 2009	30 Jun 2008
		$A	$A	$A
		(unaudited)
Current
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		168,552	79,042	69,581
Non-current
Financial assets at fair value through profit or loss . . . . . . . . . . . . .	(i)	8,722,825	—	—
		8,722,825	—	—

Terms and conditions relating to the above financial instruments:

(i) The Company purchased 100,000 ounces of gold put options maturing over 2012 and 2013 in August 2009, representing approximately 22% of the planned production for those years. The put options enable the Company to sell the ounces at US$850/oz should the prevailing price be less, or at the prevailing spot price if they are higher, and were purchased for a consideration of US$9.1 million (A$10.9 million).

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

			Consolidated
	30 Sep	2009	30 Jun 2009	30 Jun 2008
	$A		$A	$A
	(unaudited)
Investment in associated entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3,333,333		2,500,000	—
Reconciliation of movements in investments accounted for using the equity method:
Balance at 1 July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2,500,000		—	—
Investment in associate at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	833,333		5,932,840	—
Share of loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—		(327,682)	—
Share of reserves of associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—		225,661	—
Impairment of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—		(3,330,819)	—
Balance at 30 June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3,333,333		2,500,000	—
	30 Sep	2009	30 Jun 2009	30 Jun 2008
	%		%	%
Name of Associated entity: Manas Resources Limited
Principal activity:Gold exploration
Country of Incorporation:Australia
Ownership interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		28	42	—

F-25

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Continued)

	30 Sep 2009	30 Jun 2009	30 Jun 2008
	$A	$A	$A
	(unaudited)
Published fair value of quoted securities (market value as quoted on the
Australian Securities Exchange) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5,783,334	2,500,000	—
	30 Sep 2009	30 Jun 2009	30 Jun 2008
	$A	$A	$A
	(unaudited)
Summarised financial information of associate:
Financial Position
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	10,645,218	—
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	151,719	—
Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	10,493,499	—
Group’s share of associates’ net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	4,407,270	—
Financial Performance
Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	324,555	—
Total Loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	779,880	—
Group’s share of associates’ loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	327,682	—
Capital commitments and contingent liabilities of associate . . . . . . . . . . . . . . . .	—	—	—
Share of capital commitments incurred jointly with other investors . . . . . . . . . . . .	—	—	—
Share of contingent liabilities incurred jointly with other investors . . . . . . . . . . . .	—	—	—

During the quarter ended 30 September 2009, Perseus subscribed for 8,333,334 new shares in Manas under a pro-rata entitlement offer at a total cost of $833,333. As a consequence of this pro-rata offer and a placement issue of shares by Manas, Perseus’s interest in the issued shares of Manas fell from 42% to 28%. There are no material subsequent events or contingent liabilities of Manas to report.

13. SUBSIDIARIES

The consolidated financial statements incorporate the assets and liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 1:

the accounting policy described in Note 1:
			Consolidated	Consolidated	Consolidated
		Place of	Entity Interest	Entity Interest	Entity Interest
Name of subsidiary	Notes	Incorporation	30 Sep 2009	30 Jun 2009	30 Jun 2008
			%	%	%
			(unaudited)
Parent Entity
Perseus Mining Limited . . . . . . . . . . . . . . . . . .		Australia
Subsidiaries
Occidental Gold Pty Ltd (i) . . . . . . . . . . . . . . .		Australia	100	100	100
Sun Gold Resources Ltd . . . . . . . . . . . . . . . . .	(a)	Ghana	100	100	100
Kojina Resources Ltd (ii) . . . . . . . . . . . . . . . . .	(a)	Ghana	100	100	100
JSC Z-Explorer (iii) . . . . . . . . . . . . . . . . . . . .	(a)	Kyrgyzstan	—	—	100
JSC Savoyardy . . . . . . . . . . . . . . . . . . . . . . . .	(a)	Kyrgyzstan	—	—	100
(i) Subsidiaries of Occidental Gold Pty Ltd
Occidental Gold (Ivory Coast) SARL . . . . . . . . .	(a)	Ivory Coast	100	100	100
(ii) Subsidiaries of Kojina Resources Ltd
Central Ashanti Gold Limited . . . . . . . . . . . . . .	(a)	Ghana	100	100	100
(iii) Subsidiaries of JSC Z-Explorer
JSC Landmark . . . . . . . . . . . . . . . . . . . . . . . .	(a)	Kyrgyzstan	—	—	100

(a) Not audited by HLB Mann Judd.

F-26

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

14. PROPERTY, PLANT AND EQUIPMENT

		Consolidated
	30 Sep 2009	30 Jun 2009	30 Jun 2008
	$A	$A	$A
	(unaudited)
Plant and equipment-at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2,539,654	2,468,577	1,505,011
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(623,865)	(564,761)	(245,184)
Total property, plant and equipment net book value . . . . . . . . . . . . . . . . . . . .	1,915,789	1,903,816	1,259,827
*Reconciliation:*
Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1,903,816	1,259,827	1,178,303
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	161,512	1,305,337	717,047
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(10,390)	(31,487)	(51,877)
Depreciation capitalised to exploration expenditure . . . . . . . . . . . . . . . . . . . . .	(48,723)	(264,461)	(128,720)
Assets included in a disposal group classified as held for sale . . . . . . . . . . . . . .	—	—	(146,837)
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	(6,329)
Assets written off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	(42,437)	—
Translation difference movement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(90,426)	(322,963)	(301,760)
Carrying amount at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . .	1,915,789	1,903,816	1,259,827

15. MINERAL INTEREST ACQUISITION, EXPLORATION AND DEVELOPMENT EXPENDITURE

	Three months ended	Year ended	30 June
	30 Sep 2009	2009	2008
	$A	$A	$A
	(unaudited)
*Exploration and evaluation phase:*
Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	58,167,962	36,971,268	19,170,593
Purchase price for mineral interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	3,442,619	—
Expenditure incurred during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2,370,615	24,511,214	28,021,035
Assets included in a disposal group classified as held for sale . . . . . . . . . . . . . . . . .	—	—	(4,907,891)
Costs written-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(4,526)	—	(81,636)
Translation difference movement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(2,320,795)	(6,757,139)	(5,230,833)
Carried forward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	58,213,256	58,167,962	36,971,268

The expenditure above relates principally to the exploration and evaluation phase. The ultimate recoupment of this expenditure is dependent upon the successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

16. PAYABLES AND PROVISIONS

			Consolidated
		30 Sep 2009	30 Jun 2009	30 Jun 2008
		$A	$A	$A
		(unaudited)
Current
Trade creditors and accruals	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3,381,703	7,027,498	2,833,664
Amount due for acquisition of subsidiary entity . . . . . . . . . . . . . . . . . . . . . . .		—	3,140,000	1,521,750
Employee benefits . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	148,940	64,281	49,351
		3,530,643	10,231,779	4,407,765

Terms and conditions relating to the above financial instruments:

— Trade and other creditors are non-interest bearing and are normally settled on 30 day terms.

F-27

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

16. PAYABLES AND PROVISIONS (Continued)

The Company issued 2.5 million shares and 2.5 million options (exercisable at 40 cents on or before 30 November 2009) as initial purchase consideration for CAGL upon the receipt of all necessary Ghana Government approvals during the period. The initial purchase consideration was valued at $1,521,750, at the date (April 2007) of exercise of the option to acquire CAGL, using the then market value of Perseus shares and the Black-Scholes valuation methodology. The actual number of shares issued in February 2009 as purchase consideration was reduced from 2,500,000 to 1,461,554 in settlement of a loan provided by the Company to the vendors of the Central Ashanti assets.
The Company announced the Central Ashanti Gold project had exceeded 500,000 ounces of Proven and Probable Reserves on 30 July 2009 requiring the issue of 2,000,000 shares and 2,000,000 options exercisable at 60 cents each on or before 13 August 2011 as further purchase consideration payable for the 2007 acquisition of CAGL. As the announcement of the reserves provided evidence of conditions which existed at the reporting date, the amount has been recorded as a liability in the year ended 30 June 2009. Purchase consideration is $3,140,000 based on the shares valued at market price and the options valued using the Black-Scholes valuation methodology.

valuation methodology.
Non-Current Provision for rehabilitation work . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arising during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Translation difference movement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Consolidated
	30 Sep 2009 $A (unaudited) 2,819,353 2,874,196 — (54,843) 2,819,353	30 Jun 2009 $A 2,874,196 2,340,094 — 534,102 2,874,196	30 Jun 2008
				$A 2,340,094 2,750,000 — (409,906) 2,340,094

The provision for rehabilitation work relates to the Central Ashanti Gold Project area in Ghana and forms part of the liabilities of CAGL at the time of its acquisition by the consolidated entity during the year. The obligation arises as a result of gold mining previously conducted on the project area by the former owner, AGA. The timing of settlement of this provision cannot be established with any certainty. Subject to procurement of project finance, the Company plans to commence mining the project area. In that event, many of the old pits identified for rehabilitation work would be subject to new mining. New rehabilitation plans would be required to be drawn up and the actual rehabilitation work will be carried out over the life of the mine.

F-28

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

17. ISSUED CAPITAL AND RESERVES

(a) Issued and paid-up share capital

Issued and paid-up share capital
Ordinary shares, fully paid . . . . . . . . *Movements in Ordinary Shares:* Balance at the beginning of the period . Share placements at issue price of $1.40 on 27 May and 20 June 2008 . . Share placement at issue price of $1.06 each on 7 March 2008 . . . . . . . . . . Share placement at issue price of $1.15 each on 23 July 2007 . . . . . . . . . . Share placements at issue price of $0.50 on 28 January 2009 . . . . . . . . Share placements at issue price of $0.82 on 22 June 2009 . . . . . . . . . . Rights issue at issue price of $0.82 each on 22 June 2009 . . . . . . . . . . . . . Shares issued to Vendor on 27 February 2009 as part consideration for purchase of the Company’s interest in the Central Ashanti Gold Project, net of loan settlement. . . . . . . . . . . . . . . . . . Shares issued to Vendor on 13 August 2009 as part consideration for purchase of the Company’s interest in the Central Ashanti Gold Project. . . . . . . . . . . . . . . . . . . . Shares issued pursuant to exercise of options . . . . . . . . . . . . . . . . . . . Transaction costs arising from issue of securities for cash . . . . . . . . . . . . Balance at the end of the period . . . .		Consolidated		30 Jun 2008 Number $A 174,354,267 69,679,727 117,573,166 25,235,460 10,714,286 15,000,000 10,000,000 10,600,000 10,000,000 11,500,000 — — — — — — — — — — 26,066,815 8,988,063 — (1,643,796) 174,354,267 69,679,727
	30 Sep	30 Jun	2009 $A 152,220,729 69,679,727 — — — 8,500,000 58,302,000 16,929,801 425,606 — 2,871,034 (4,487,439) 152,220,729	30 Jun 2008
		Number 298,457,088 174,354,267 — — — 17,000,000 71,100,000 20,646,099 1,461,554 — 13,895,168 — 298,457,088		Number 174,354,267 117,573,166 10,714,286 10,000,000 10,000,000 — — — — — 26,066,815 — 174,354,267	$A
					69,679,727
					25,235,460 15,000,000 10,600,000 11,500,000 — — — — — 8,988,063 (1,643,796
					69,679,727

F-29

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

17. ISSUED CAPITAL AND RESERVES (Continued)

(b) Share Options

Options to subscribe for ordinary shares in the Company have been granted as follows:

Exercise period Note 1 July Opening Balance . . . . . . . . . . . . . . . . . . . . . . . . Issued during the year On or before 30 November 2009 . . . . . . . . . . . . . . . . . . (i) On or before 31 December 2009 . . . . . . . . . . . . . . . . . . (ii) On or before 12 July 2010 . . . . . . . . . . . . . . . . . . . . . . (iv) On or before 31 July 2010 . . . . . . . . . . . . . . . . . . . . . . (v) On or before 28 October 2010 . . . . . . . . . . . . . . . . . . . . (iv) On or before 31 December 2010 . . . . . . . . . . . . . . . . . . (ii) On or before 26 February 2011 . . . . . . . . . . . . . . . . . . . (iv) On or before 31 March 2011 . . . . . . . . . . . . . . . . . . . . . (iv) On or before 10 July 2011 . . . . . . . . . . . . . . . . . . . . . . (iv) On or before 30 June 2011 . . . . . . . . . . . . . . . . . . . . . . (iii) On or before 23 January 2012 . . . . . . . . . . . . . . . . . . . . (iv) On or before 13 August 2011 . . . . . . . . . . . . . . . . . . . . (vi) Forfeited/Cancelled/Expired or Exercised during the year On or before 29 February 2008 . . . . . . . . . . . . . . . . . . . On or before 1 December 2008 . . . . . . . . . . . . . . . . . . . On or before 31 March 2009 . . . . . . . . . . . . . . . . . . . . . On or before 6 June 2009 . . . . . . . . . . . . . . . . . . . . . . . On or before 6 June 2009 . . . . . . . . . . . . . . . . . . . . . . . On or before 30 November 2009 . . . . . . . . . . . . . . . . . . On or before 1 December 2009 . . . . . . . . . . . . . . . . . . . On or before 1 April 2010 . . . . . . . . . . . . . . . . . . . . . . On or before 30 May 2010 . . . . . . . . . . . . . . . . . . . . . . On or before 12 July 2010 . . . . . . . . . . . . . . . . . . . . . . On or before 26 October 2010 . . . . . . . . . . . . . . . . . . . . On or before 26 February 2011 . . . . . . . . . . . . . . . . . . . On or before 31 March 2011 . . . . . . . . . . . . . . . . . . . . . On or before 10 July 2011 . . . . . . . . . . . . . . . . . . . . . . On or before 23 January 2012 . . . . . . . . . . . . . . . . . . . . Closing balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Exercise	Three months ended	Year ended 30 June 2009 2008 Number Number 20,420,969 40,937,784 2,500,000 — 1,000,000 — — 610,000 — 3,800,000 — 400,000 1,000,000 — — 1,080,000 — 50,000 150,000 — 600,000 — 2,670,000 — — (12,115,000) — (245,000) (13,105,969) (13,221,815) — (400,000) — (400,000) (250,000) — (700,000) — — (75,000) (150,000) — (610,000) — (400,000) — (1,080,000) — (50,000) — (150,000) — — — 11,845,000 20,420,969	Year ended 30 June 2009 2008 Number Number 20,420,969 40,937,784 2,500,000 — 1,000,000 — — 610,000 — 3,800,000 — 400,000 1,000,000 — — 1,080,000 — 50,000 150,000 — 600,000 — 2,670,000 — — (12,115,000) — (245,000) (13,105,969) (13,221,815) — (400,000) — (400,000) (250,000) — (700,000) — — (75,000) (150,000) — (610,000) — (400,000) — (1,080,000) — (50,000) — (150,000) — — — 11,845,000 20,420,969
Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (i) . . . . . . . . . . . . . . . (ii) . . . . . . . . . . . . . . . (iv) . . . . . . . . . . . . . . . (v) . . . . . . . . . . . . . . . (iv) . . . . . . . . . . . . . . . (ii) . . . . . . . . . . . . . . . (iv) . . . . . . . . . . . . . . . (iv) . . . . . . . . . . . . . . . (iv) . . . . . . . . . . . . . . . (iii) . . . . . . . . . . . . . . . (iv) . . . . . . . . . . . . . . . (vi) ed during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	price $0.40 $0.80 $1.00 $1.50 $1.30 $1.00 $1.15 $1.15 $1.50 $1.00 $0.65 $0.60 $0.50 $0.26 $0.20 $0.45 $0.50 $0.40 $0.26 $0.50 $0.50 $1.00 $1.30 $1.15 $1.15 $1.50 $0.65	30 Sep 2009 Number (unaudited) 11,845,000 — — — — — — — — — — — 2,000,000 — — — — — — — — — — — — — — (30,000) 13,815,000	2009 Number 20,420,969 2,500,000 1,000,000 — — — 1,000,000 — — 150,000 600,000 2,670,000 — — (13,105,969) — — (250,000) (700,000) — (150,000) (610,000) (400,000) (1,080,000) (50,000) (150,000) — 11,845,000	2008
				Number 40,937,784 — — 610,000 3,800,000 400,000 — 1,080,000 50,000 — — — (12,115,000 (245,000 (13,221,815 (400,000 (400,000 — — (75,000 — — — — — — —
				20,420,969

(i) 2,500,000 options were issued as part consideration for the acquisition of the Central Ashanti Gold Project asset following the completion of all formalities.

(ii) 2,000,000 options were issued as a fee for corporate and investor relations services.

(iii) 600,000 options were issued to a director in accordance with shareholder approval granted at the Annual General Meeting held on 28 November 2008.

(iv) 4,960,000 options were issued under the terms of the Perseus Mining Limited Employee Option Plan.

(v) 3,800,000 options were issued to directors in accordance with shareholder approval granted at the Annual General Meeting held on 29 November 2007.
(vi) 2,000,000 options were issued as part consideration for the acquisition of the Central Ashanti Gold Project asset.

F-30

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

17. ISSUED CAPITAL AND RESERVES (Continued)

(c) Terms and conditions of contributed equity

Ordinary Shares:

Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

Nature and purpose of reserves

Option Premium Reserve

The option premium reserve is used to record the fair value of options issued but not exercised. The reserve is transferred to accumulated losses upon expiry or recognised as share capital if exercised.

Foreign Currency Translation Reserve

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity.

Financial Assets Reserve

The financial assets reserve is used to record fair value changes on available-for-sale investments.

18. SHARE-BASED PAYMENT PLANS

Employee Share Option Plan

In November 2005, the Company adopted the Employee Option Plan. The Employee Option Plan is designed to provide incentives, assist in the recruitment, reward, retention of employees and provide opportunities for employees (both present and future) to participate directly in the equity of the Company. The contractual life of each option granted is three years. There are no cash settlement alternatives. The Employee Option Plan does not allow for the issue of options to Directors of the Company.

Non Plan based payments

The Company also makes share-based payments to consultants and/or service providers from time to time, not under any specific plan.

The expense recognised in the income statement in relation to share-based payments is disclosed in Note 3.

The following table illustrates the number and weighted average exercise prices of and movements in share options issued during the year under the Plan:

	Consolidated
Three months ended 30 Sep 2009 (unaudited) Number Weighted of average options exercise price 3,195,000 $0.63 — — — — (30,000) $0.65 — 3,165,000 $0.63 3,165,000	Year ended	30 June
	2009 Weighted Number of average options exercise price 3,515,000 $0.85 2,820,000 $0.70 (2,440,000) $1.13 (700,000) $0.26 — — 3,195,000 $0.63 525,000	2008
Number of options 3,195,000 — — (30,000) — 3,165,000 3,165,000	Number of options 3,515,000 2,820,000 (2,440,000) (700,000) — 3,195,000 525,000	Number of options 2,495,000 2,140,000 — (1,120,000) — 3,515,000 1,575,000	Weighted average exercise price
			$0.41 $1.14 — $0.43 — $0.85

F-31

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

18. SHARE-BASED PAYMENT PLANS (Continued)

The outstanding balance as at 30 September 2009 is represented by:

		Exercise price —
Number	Exercise period	cents
525,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	01/04/2008 to 01/04/2010	0.50
2,640,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23/07/2009 to 23/01/2012	0.65
3,165,000

Other share-based payments, not under any plans, are as follows (with additional information provided in Note 17 above):

			Consolidated	Consolidated
	Three months ended 30 Sep 2009			Year ended 30 June
	(unaudited)		2009		2008
	Number	$	Number	$	Number	$
Options issued as part consideration for the purchase of
the Central Ashanti Gold Project asset . . . . . . . . . . .	—	—	2,500,000	396,750	—	—
Options to consultants (valued at the fair value of services
received) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	2,000,000	24,000	—	—
Options to directors as part of their remuneration
arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	600,000	88,323	3,800,000	2,599,200
Options issued as part consideration for the purchase of
the Central Ashanti Gold Project asset . . . . . . . . . . .	2,000,000	1,290,000	—	—	—	—

The weighted average fair value of options granted during the year ended 30 June 2009 was $0.23 (2008: $0.63).

The fair value of the equity-settled share options granted under the Employee Option Plan as well as not under any plans is estimated as at the date of grant using a Black-Scholes model taking into account the terms and conditions upon which the options were granted. The fair value of shares issued is calculated by reference to the market value of the shares trading on the ASX on or around the date of grant.

The following table lists the inputs to the model used:

	Three months
	ended 30 Sep 2009	Year ended	30 June
	(unaudited)	2009	2008
Volatility (%) — range . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	120%	68% — 138%	57% to 60%
Risk-free interest rate (%) — range . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3.0%	3% — 7.25%	6.5% to 7%
Expected life of option (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2 years	3⁄4to 3 years	3 years
Exercise price (cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$ 0.60	$0.60 to $1.50	$1.00 to 1.50
Weighted average share price at grant date (cents) . . . . . . . . . . . . . . . . . . . .	$ 0.925	$0.73	$1.40

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value.

F-32

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

19. FINANCIAL INSTRUMENTS

Overview

The Group has exposure to credit risk, liquidity risk and market risk from the use of financial instruments:

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the group through regular reviews of the risks.

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial assets at fair value through profit or loss . . . . . . . . . . . . . . Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		Consolidated	Consolidated
	Notes 8, 10(c) 9, 10(c) 11, 10(c) 16, 10(c)	30 Sep 2009 $ (unaudited) 60,626,330 3,258,255 168,552 8,722,825 72,775,962 3,530,643 3,530,643	30 Jun 2009 $ 79,876,095 3,375,929 79,042 — 83,331,066 10,231,779 10,231,779	30 Jun 2008
					$ 19,296,798 3,120,842 89,339 — 22,506,979 4,481,408 4,481,408

(a) Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities. For the Company it arises from receivables due from subsidiaries.

(i) Investments

The Group limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have an acceptable credit rating.

(ii) Receivables

As the Group operates in the mineral exploration sector, it does not have trade receivables and therefore is not exposed to credit risk in relation to trade receivables.

The Group has established an allowance for impairment that represents their estimate of incurred losses in respect of other receivables and investments. The main components of this allowance are a specific loss component that relates to individually significant exposures. The management does not expect any counterparty to fail to meet its obligations.

Presently, the Group undertakes exploration and evaluation activities in Australia, West Africa. At the balance sheet date there were no significant concentrations of credit risk.

Exposure to credit risk

The carrying amount of the Group’s financial assets represents the maximum credit exposure.

(b) Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows.

Due to the nature of the Group’s activities and the present lack of operating revenue, the Company has to raise additional capital from time to time in order to fund its exploration activities. The decision on how and when the Company will raise future capital will depend on market conditions existing at that time and the level of forecast activity and expenditure.

Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of between three and six months, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

F-33

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

19. FINANCIAL INSTRUMENTS (Continued)

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. These are based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

		Consolidated
	Less than	Three months —	One — five
	three months	one year	years
30 Sep 2009 (unaudited)
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3,530,643	—	—
	3,530,643	—	—
30 Jun 2009
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10,231,779	—	—
	10,231,779	—	—
30 Jun 2008
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2,766,740	1,714,668	—
	2,766,740	1,714,668	—

The following tables detail the Group’s remaining contractual maturity for its financial assets. These are based on undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where it is anticipated that the cash flow will occur in a different period.

			Consolidated
		Less than	Three month —
		three months	six months	Six months +
		$	$	$
30 Sep 2009 (unaudited)
Non-interest bearing . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . .	815,404	—	8,722,825
Variable interest rate instruments	. . . . . . . . . . . . . . . . . . . . . . . . .	30,090,609	—	—
Fixed interest rate instruments . .	. . . . . . . . . . . . . . . . . . . . . . . . .	33,147,124	—	—
		64,053,137	—	8,722,825
30 Jun 2009
Non-interest bearing . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . .	730,794	—	28,229
Variable interest rate instruments	. . . . . . . . . . . . . . . . . . . . . . . . .	29,092,920	—	—
Fixed interest rate instruments . .	. . . . . . . . . . . . . . . . . . . . . . . . .	34,266,400	19,212,724	—
		64,090,114	19,212,724	28,229
30 Jun 2008
Non-interest bearing . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . .	854,211	—	30,074
Variable interest rate instruments	. . . . . . . . . . . . . . . . . . . . . . . . .	18,512,748	—	—
Fixed interest rate instruments . .	. . . . . . . . . . . . . . . . . . . . . . . . .	—	3,184,059	—
		19,366,959	3,184,059	30,074

(c) Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

F-34

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

19. FINANCIAL INSTRUMENTS (Continued)

(i) Currency risk

The Group is exposed to currency risk on investments, purchases and borrowings that are denominated in a currency other than the Australian dollar, which is the functional currency of most of the Group entities. The transactions are primarily denominated are Australian dollars and United States dollars.

The Group has not entered into any derivative financial instruments to hedge such transactions and anticipated future receipts or payments that are denominated in a foreign currency.

Group’s investments in its subsidiaries are not hedged as those currency positions are considered to be long term in nature.

(ii) Exposure to currency risk

The Group’s exposure to foreign currency risk at balance date was as follows, based on notional amounts:

			Consolidated	Consolidated
	30 Sep	2009	30 Jun	2009	30 Jun	2008
	Assets	Liabilities	Assets	Liabilities	Assets	Liabilities
	$	$	$	$	$	$
	(unaudited)
United States Dollar . . . . . . . . . . . . . . . .	27,667,410	—	9,838,762	—	3,401,498	130,005
Kyrgyz Som . . . . . . . . . . . . . . . . . . . . . .	—	—	—	—	34,565	76,643
Ghanaian New Cedi . . . . . . . . . . . . . . . .	686,008	4,303,406	432,500	3,545,099	362,415	918,752
French West Africa Franc . . . . . . . . . . . . .	334,763	411,790	290,256	303,275	230,167	383,056
	28,688,181	4,715,196	10,561,518	3,848,373	4,028,645	1,508,456

The following significant exchange rates were applied during the year:

		Average rate		Reporting date spot	Reporting date spot	rate
	30 Sep 2009	30 Jun 2009	30 Jun 2008	30 Sep 2009	30 Jun 2009	30	Jun 2008
	$	$	$	$	$		$
	(unaudited)			(unaudited)
United States Dollar . . . . . . . . .	0.83	0.74	0.89	0.87	0.80		0.96
Kyrgyz Som . . . . . . . . . . . . . .	—	—	33.44	—	—		34.55
Ghanaian New Cedi . . . . . . . . .	1.21	1.08	0.89	1.28	0.84		1.06
French West Africa Franc . . . . .	388.91	362.83	408.16	401.23	382.77		408.38

(iii) Sensitivity analysis

A strengthening of 10 percent of the Australian dollar against the above currencies would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that interest rates and all other variables remain constant.

			Consolidated	Consolidated
			Three months ended	Year ended	30 June
		Notes	30 Sep 2009	30 Jun 2009	30 Jun 2008
			$	$	$
			(unaudited)
(Profit)	or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(2,487,733)	721,450	(310,403)
Equity	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(i)	556,930	1,967,782	300,328

(i) this is mainly related to the translation of foreign denominated financial assets and liabilities at balance date

A weakening of 10 percent of the Australian dollar against the above currencies would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that interest rates and all other variables remain constant.

F-35

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

19. FINANCIAL INSTRUMENTS (Continued)

(iv) Interest Risk

The Group’s exposure to the risk of changes in market interest rate relates primarily to the Group’s cash and cash equivalents.

At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments is as follows:

	Carrying Amount as at	Carrying Amount as at	Carrying Amount as at
	30 Sep 2009	30 Jun 2009	30	Jun 2008
	$	$		$
	(unaudited)
Fixed rate Instruments
Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33,147,124	53,479,124	3,115,933
Financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—		—
	33,147,124	53,479,124	3,115,933
Variable rate Instruments at call
Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30,090,609	29,092,920	18,270,119
Financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—		—
	30,090,609	29,092,920	18,270,119

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments.

A change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below, where interest is applicable. This analysis assumes that all other variables remain constant. The analysis is performed on the same basis for 2008.

		Consolidated	Consolidated
	Profit or (Loss)		Equity
	100bp increase	100bp decrease	100bp increase	100bp decrease
	$	$	$	$
30 Sep 2009 (unaudited)
Variable rate instruments . . . . . . . . . . . . . . . . . .	304,389	(304,389)	304,389	(304,389)
Cash flow sensitivity (net) . . . . . . . . . . . . . . . . . .	304,389	(304,389)	304,389	(304,389)
30 Jun 2009
Variable rate instruments . . . . . . . . . . . . . . . . . .	290,929	(290,929)	290,929	(290,929)
Cash flow sensitivity (net) . . . . . . . . . . . . . . . . . .	290,929	(290,929)	290,929	(290,929)
30 Jun 2008
Variable rate instruments . . . . . . . . . . . . . . . . . .	227,637	(227,637)	227,637	(227,637)
Cash flow sensitivity (net) . . . . . . . . . . . . . . . . . .	227,637	(227,637)	227,637	(227,637)

The Group does not have any material risk exposure to any single debtor or group of debtors.

F-36

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

19. FINANCIAL INSTRUMENTS (Continued)

The following table summarises interest rate risk for the Group, together with effective interest rates as at the balance date.

30 Sep 2009 (unaudited) Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Prepayments . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . . 30 Jun 2009 Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . . 30 Jun 2008 Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . .	30 Sep 2009 (unaudited) Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Prepayments . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . . 30 Jun 2009 Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . . 30 Jun 2008 Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . .	30 Sep 2009 (unaudited) Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Prepayments . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . . 30 Jun 2009 Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . . 30 Jun 2008 Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . .	30 Sep 2009 (unaudited) Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Prepayments . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . . 30 Jun 2009 Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . . 30 Jun 2008 Financial Assets: Current: Cash at bank . . . . . . . . . . . . . . . . . . . . . . . Receivables . . . . . . . . . . . . . . . . . . . . . . . . Non current: Security deposit . . . . . . . . . . . . . . . . . . . . . Net exposure to cash flow interest rate risk . . . . .			Consolidated	Consolidated	Consolidated	Consolidated
	(unaudited) sets: ank . . . . . . . . . . . . . . . . . . . . . . . es . . . . . . . . . . . . . . . . . . . . . . . . nts . . . . . . . . . . . . . . . . . . . . . . . : eposit . . . . . . . . . . . . . . . . . . . . . e to cash flow interest rate risk . . . . . sets: ank . . . . . . . . . . . . . . . . . . . . . . . es . . . . . . . . . . . . . . . . . . . . . . . . : eposit . . . . . . . . . . . . . . . . . . . . . e to cash flow interest rate risk . . . . . sets: ank . . . . . . . . . . . . . . . . . . . . . . . es . . . . . . . . . . . . . . . . . . . . . . . . : eposit . . . . . . . . . . . . . . . . . . . . . e to cash flow interest rate risk . . . . .			Weighted average effective interest rate 2.29% — — 0.65% 3.2% — 1.4% 6.2% 12.0% 2.9%		Fixed interest rate $ 30,533,357 — — 2,613,767 33,147,124 50,782,975 — 2,696,149 53,479,124 1,025,355 500,000 1,827,218 3,352,573		Floating interest rate $ 30,090,609 — — — 30,090,609 29,092,920 — — 29,092,920 18,270,119 — — 18,270,119		Non-interest bearing $ 2,364 644,488 168,552 — 815,404 200 679,780 — 679,980 1,324 793,624 — 794,948		Total
Financial As Current: Cash at b Receivabl Prepayme Non current Security d Net exposur 30 Jun 2009												$ 60,626,330 644,488 168,552 2,613,767
												64,053,137
												79,876,095 679,780 2,696,149
Financial As Current: Cash at b Receivabl Non current Security d Net exposur 30 Jun 2008
												83,252,024
												19,296,798 1,293,624 1,827,218
Financial As Current: Cash at b Receivabl Non current Security d Net exposur
												22,417,640
	ion contracts cy of the Group to enter into put option contracts over forecast future gold production. Under these contracts, the rchased 100,000 ounces of gold put options maturing over 2012 and 2013 in August 2009 representing approximately planned production for those years. The put options enable the Company to sell the ounces at US$850/oz should the rice be less, or at the prevailing spot price if they are higher. The put option contracts were purchased for a total n of US$9.1 million (A$10.9 million). g table details the put option contracts outstanding as at the reporting date:
Outstanding	contracts(unaudited)	Average option price 30 Sep 2009 30 Jun 2009			Contracted ounces 30 Sep 2009 30 Jun 2009				Fair value
		30 Sep 2009			30 Sep 2009				30 Sep 2009		30 Jun 2009
Sell Gold: Less than one year . . . . . . . . More than one year; less than two years . . . . . . . . . . . . . Two — five years . . . . . . . . . .		US$ — — 850	US$ — — —		oz — — 100,000		oz — — —		A$ — — 8,722,825		A$ — — —

(v) Put option contracts

It is the policy of the Group to enter into put option contracts over forecast future gold production. Under these contracts, the Company purchased 100,000 ounces of gold put options maturing over 2012 and 2013 in August 2009 representing approximately 22% of the planned production for those years. The put options enable the Company to sell the ounces at US$850/oz should the prevailing price be less, or at the prevailing spot price if they are higher. The put option contracts were purchased for a total consideration of US$9.1 million (A$10.9 million).

The following table details the put option contracts outstanding as at the reporting date:

	Average option price	Average option price	Contracted ounces	Contracted ounces		Fair	value
Outstanding contracts(unaudited)	30 Sep 2009	30 Jun 2009	30 Sep 2009	30 Jun 2009	30 Sep	2009	30 Jun 2009
	US$	US$	oz	oz	A$		A$
Sell Gold:
Less than one year . . . . . . . .	—	—	—	—	—		—
More than one year; less than
two years . . . . . . . . . . . . .	—	—	—	—	—		—
Two — five years . . . . . . . . . .	850	—	100,000	—	8,722,825		—

F-37

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

19. FINANCIAL INSTRUMENTS (Continued)

(d) Net fair values

For assets and other liabilities, the net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in standardised form. The Company has no financial assets where the carrying amount exceeds net fair values as at the balance date.

The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the balance sheet and in the notes to and forming part of the financial statements.

(e) Capital Management

Management controls the capital of the Group in order to ensure that the Group can fund its operations on an efficient and timely basis and continue as a going concern.

There are no externally imposed capital requirements.

Management effectively manages the Group’s capital by assessing the Group’s cash projections up to twelve months in the future and any associated financial risks. Management will adjust the Group’s capital structure in response to changes in these risks and in the market.

There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.

20. COMMITMENTS

(a) Exploration expenditure commitments

The statutory expenditure commitments specified by the mining legislation for the Group’s mineral property interests in Ghana and the Ivory Coast are nominal. However, as part of the mineral licence application and renewal requirements, the Group submits budgeted exploration expenditure. In assessing subsequent renewal applications, the mining authorities review actual expenditure against budgets previously submitted. The Group’s budget expenditures for future periods are shown below. These amounts will not become legal obligations of the Group and actual expenditure varies depending on the outcome of actual exploration programs and the costs and results from those programs.

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . One year or later and not later than five years . . . . . . . . . . . . . . . . . . . . . . Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		Consolidated
	30 Sep 2009 $A (unaudited) 1,070,000 7,730,000 2,080,000 10,880,000	30 Jun 2009 $A 1,070,000 7,730,000 2,080,000 10,880,000	30 Jun 2008
				$A 730,000 13,380,000 1,680,000 15,790,000

The Kyrgyz properties are not included in the 2008 amounts as they had been disposed of soon after the year end.

(b) Capital commitments

In March 2007, the Company’s subsidiary, Kojina, exercised an option to purchase all of the issued capital of CAGL (formerly SSI), a Ghanaian company which is the holder of the Central Ashanti Gold Project. The initial consideration payable to the vendor, Strategic Systems, to acquire the CAGL shares was paid during the current year (refer note 16(ii)). Subsequent purchase consideration, comprising two million Perseus shares and two million unlisted options to acquire Perseus shares, exercisable at 60 cents each with a two year life, was payable when a mining reserve on the project of at least 500,000 ounces of gold was established. This was achieved on 30 July 2009 and a post balance date liability for the issue of the shares and options has been recognised in the current year (refer note 16(ii)) as an adjusting event. The final consideration payable comprises a royalty of 0.25% of gold produced from CAGL’s gold assets.

CAGL had previously acquired the Central Ashanti Gold Project from AGA. Under the contract to purchase the Central Ashanti Gold Project, CAGL is required to pay AGA:

US$125,000 when all government consents validating the transaction are received. Validation was received during the current year and the payment was completed;
US$50,000 on completion of a bankable feasibility study; and

F-38

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

20. COMMITMENTS (Continued)

a royalty on gold production of 2% if the gold price is below US$350/oz, 2.5% if the gold price is over US$350 but below US$500/oz and 3% if the gold price exceeds US$500/oz on the AGA Mineral Resources, or a royalty at half of those rates on new resources identified by CAGL on mineral resources from the Central Ashanti Gold Mine other than the AGA Mineral Resources.

CAGL also assumes all rehabilitation responsibilities for the Central Ashanti Gold Project, which are estimated to cost approximately US$2.25 million. A provision has been recorded for this at balance date (refer note 16).

(c) Remuneration commitments

Mark Calderwood had entered into an agreement whereby either party can terminate the agreement by giving six months written notice.

			Consolidated	Consolidated
			30 Sep 2009	2009	2008
			$A	$A	$A
			(unaudited)
Within one year	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	190,000	140,000	125,000
One year or later	and not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . .		—	—	—
Later than five years		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	—
			190,000	140,000	125,000

21. CONTINGENT LIABILITIES

There were no contingent liabilities of the Group at 30 September 2009 or 30 June 2009.

22. STATEMENTS OF CASH FLOWS

(a) Reconciliation of the loss from ordinary activities to net cash used in operating activities

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . One year or later and not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . One year or later and not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . One year or later and not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Consolidated	Consolidated	Consolidated	Consolidated
		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30 Sep 2009 $A (unaudited) 190,000 — — 190,000		2009 $A 140,000 — — 140,000		2008
							$A 125,000 — —
							125,000
		ne 2009. ting activities
(Loss)/profit from ordinary activities after income tax . . . . . . Add back non-cash items: Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for non-recovery of investments in and loans to subsidiaries and associates . . . . . . . . . . . . . . . . . . . . Employee benefits provision . . . . . . . . . . . . . . . . . . . . . Foreign currency loss/(gain) . . . . . . . . . . . . . . . . . . . . . Employee options . . . . . . . . . . . . . . . . . . . . . . . . . . . Consultants fees satisfied by issue of shares and options . . . Sundry income and expenses on-charged to related entity offset by issue the of shares and options . . . . . . . . . . . . Gain on sale of investments . . . . . . . . . . . . . . . . . . . . . Share of associates net loss . . . . . . . . . . . . . . . . . . . . . Loss/(Gain) on sale of property, plant and equipment . . . . Loss on gold put options . . . . . . . . . . . . . . . . . . . . . . . Assets written off . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration Costs written-off . . . . . . . . . . . . . . . . . . . . Change in assets and liabilities: (Increase)/decrease in receivables . . . . . . . . . . . . . . . . . (Increase) in other assets . . . . . . . . . . . . . . . . . . . . . . . Increase/(decrease) in payables . . . . . . . . . . . . . . . . . . . Net cash used in operating activities . . . . . . . . . . . . . . . . .		Consolidated
	Three m	onths ended 30 Sep 2008 $A ) (unaudited) ) (3,432,350) 11,176 3,432,840 — 189,207 94,454 — — (832,925) — — — — — ) 73,499 — ) (70,529) ) (534,628)	Year ended 30 June
	30 Sep 2009	) ) ) ) )
			2009 $A (4,789,201) 31,487 3,330,819 — (691,932) 817,184 24,000 (78,434) (832,925) 327,682 — — 42,437 — (96,576) (17,580) 370,883 (1,562,156)	2008 $A (4,841,074) 51,877 — 8,655 (68,608) 3,379,636 — — — — 855 — — 81,636 (127,480) (32,754) 116,140 (1,431,117)		2007
	$A (unaudited (3,929,419 10,390 — — 1,784,995 — — — — — — 1,817,782 — 4,526 (145,804 17,580 (348,214 (788,164					$A (521,491) 61,565 — 27,752 335,577 273,380 — — (1,383,082) — (2,306) — — 20,839 (26,697) (41,284) (39,526)
						(1,295,273)

F-39

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

22. STATEMENTS OF CASH FLOWS (Continued)

(b) Acquisition of controlled entities

(i) On 13 March 2007, the Company exercised an option to acquire 100% of the issued capital in CAGL (formerly SSI). The initial purchase consideration was to be satisfied by the issue of 2.5 million ordinary shares at 45 cents each and 2.5 million options (exercisable at 40 cents each on or before 28 February 2009) at a deemed price of 15.87 cents each. The initial purchase consideration was not paid by the Company until such time as all necessary Ghana Government approvals were received with respect to the transaction, which occurred on 27 February 2009.

The purchase price was allocated as follows: Purchase consideration — fair value of securities to be granted at the date of exercise of the option to acquire Stratsys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets and liabilities acquired at acquisition date: Exploration and evaluation expenditure — fair value of mineral properties acquired . . . . . . . . . . . . . . . Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current provision for rehabilitation work . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The cash outflow on acquisition was as follows: Net cash acquired with subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash outflow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Consolidated 2008	Consolidated 2008
		$ 1,521,750 — 1,521,750 4,423,228 (151,478) (2,750,000) 1,521,750 — — —

The assets and liabilities arising from the acquisition are recognised at fair value which is equal to their carrying value at acquisition date.

Operations of acquired controlled entities

CAGL has rights to two mining leases and a prospecting licence at Ayanfuri (the ‘‘ Ayanfuri Mine Licences ’’) and the Nsuaem and the Dunkwa reconnaissance licences (together the ‘‘ Reconnaissance Licences ’’), covering a project area of approximately 500 sq km located south west of Obuasi on the Ashanti Gold Belt in Ghana.

(c) Non-Cash Financing and Investing Activities

(i) During the year ended 30 June 2007, the Company constructed a heap leach plant and purchased equipment for the Grumesa gold project in Ghana for a consideration of 1,400,000 ordinary shares at an issue price of 40 cents each and US$25,000 cash. Perseus also assumed responsibility for the vendor’s security staff and their employee entitlements up to a limit of US$5,000.
(ii) During the year ended 30 June 2009, the Company issued options to employees, consultants and directors for nil consideration. The Company issued shares and options (exercisable at 40 cents on or before 30 November 2009) as initial purchase consideration for the acquisition of CAGL (refer Note 16(ii)). A loan receivable from the vendor of CAGL was also settled during the year by reducing the number of shares issued as purchase consideration (refer Note 16(ii)).
(iii) The Company also advanced $273,302 to a third party repayable within the next two years by the provision of drilling services or cash.

F-40

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

23. DIRECTOR AND EXECUTIVE DISCLOSURES

(a) Key management personnel

The following were key management personnel of the consolidated entity at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period:

Non Executive Directors Executive Directors Mr Reginald Gillard Mr Mark Calderwood Mr Neil Fearis Mr Colin Carson Mr Terence Sean Harvey (Appointed 2 September 2009) Mr Rhett Brans

Other Key Management Personnel

Susmit Shah — Company Secretary. Mr Shah’s services are provided by CCPL, a company in which Mr Gillard and Mr Shah are directors and have beneficial interests

Kevin Thomson — Regional Exploration Manager (West Africa) commenced April 2007, however appointed to key management role from 1 July 2007.

There have been no changes of the CEO or key management personnel after the reporting date of 30 June 2009 and the date the financial report was authorised for issue, with the exception of the appointment of:

(i) T Sean Harvey as a non-executive director on 2 September 2009. Financial information related to Mr Harvey is included in the unaudited results as at 30 September 2009; and

(ii) Michael Bohm as a non-executive director on 16 October 2009.

(b) Key management personnel compensation

The key management personnel compensation included in ‘employee, Directors and consultants cost’ are as follows:

		Consolidated	Consolidated
	Three months ended
	30 Sep 2009	30 Sep 2008	Year ended 2009	30 June 2008
	$A	$A	$A	$A
	(unaudited)	(unaudited)
Short-term employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . .	250,675	226,302	964,668	714,785
Post-employment benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12,675	11,925	34,063	32,479
Share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	94,453	424,287	2,978,065
	263,350	332,680	1,423,018	3,725,329

(c) Remuneration of key management personnel

The Board reviews the remuneration packages applicable to the executive Directors and non-executive Directors on an annual basis. The broad remuneration policy is to ensure the remuneration package properly reflects the person’s duties and responsibilities and level of performance and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. Independent advice on the appropriateness of remuneration packages is obtained, where necessary.

The Company has a formally constituted remuneration committee of the Board, comprising Mr Gillard and Mr Fearis. The Committee’s charter includes the following duties:

(i) reviewing the remuneration guidelines for senior management, including base salary, bonuses, share options, salary packaging and final contractual agreements.

(ii) reviewing non-executive fees and costs by seeking external benchmarks.

(iii) reviewing the Managing Director’s remuneration, allowances and incentives and final package in consultation with both independent and external reference.

Equity components of remuneration, including the issue of options, are required to be approved by shareholders prior to award.

The Board assesses the appropriateness of the nature and amount of remuneration of directors and senior managers on a periodical basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and management team.

F-41

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

23. DIRECTOR AND EXECUTIVE DISCLOSURES (Continued)

Non-executive Directors’ remuneration

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. The Board reviews the remuneration packages applicable to the non-executive Directors on an annual basis. The Board considers fees paid to non-executive Directors of comparable companies when undertaking the annual review process.

Senior managers and executive Directors’ remuneration

The Company aims to reward the senior managers and executive Directors with a level of remuneration commensurate with their position and responsibilities within the Company and so as to:

align the interests of the senior managers and executive Directors with those of shareholders;
link reward with the strategic goals and performance of the Company; and
ensure total remuneration is competitive by market standards.

Remuneration consists of fixed and variable remuneration.

Fixed remuneration

The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Fixed remuneration is reviewed annually by the Board and the process consists of a review of companywide, business unit and individual performance, relevant comparative remuneration in the market and internal and, where appropriate, external advice on policies and practice. Independent advice on the appropriateness of remuneration packages is obtained, where necessary.

Variable remuneration — Long Term Incentive (‘LTI’)

The objective of the LTI plan is to reward executives and senior managers in a manner which aligns this element of remuneration with the creation of shareholder wealth. As such LTI grants are only made to executives who are able to influence the generation of shareholder wealth and thus have a direct impact on the Company’s performance. LTI grants to executives are delivered in the form of options. The issue of options as part of the remuneration packages of executive and non-executive Directors is an established practice of junior public listed companies and, in the case of the Company, has the benefit of conserving cash whilst properly rewarding each of the Directors.

Employment agreements as at 30 June 2009

Mark Calderwood has entered into an agreement with the Company to be employed as Managing Director. The contract commenced on 1 January 2004 and there is no specific termination date.

The terms of the arrangement during the year ended 30 June 2009 included remuneration of $320,000 per annum commencing 1 July 2008. However, as a result of the global financial crisis, Mr Calderwood agreed to a reduction in salary with effect from 1 November 2008 for the rest of the financial year. The reduced salary was $280,000 per annum, with superannuation contributions by the Company being capped based on the statutory maximum earnings. Either party can terminate the agreement by giving six months’ written notice.

Colin Carson has entered into an agreement with the Company to be employed as an Executive Director. The contract commenced on 22 September 2004, which was the listing date of the Company on the ASX, and there is no specific termination date. The terms of the arrangement during the year included remuneration of $140,000 per annum commencing 1 July 2008. Mr Carson agreed to a reduced salary of $100,000 per annum with effect from 1 November 2008 for the rest of the financial year.

Rhett Brans’s services as an executive director, commencing in early July 2008, are not provided under a formal contract. His services are billed through his related entity, Proman, at a fixed monthly rate. The commencing rate was $163,500 per annum, but with effect from 1 November 2008, Mr Brans agreed to a reduced rate of $147,000 per annum.

Kevin Thomson was appointed Exploration Manager in April 2007. The employment contract includes remuneration of CDN$160,000 per annum (CDN$185,000 effective from 1 July 2008 but reduced to CDN160,000 with effect from 1 November 2008) net of taxes, furnished accommodation in Accra, Ghana, company vehicle, company phone, medical and disability insurance up to a value of US$2,000 per annum, family school fees of US$7,000 per annum and a travel allowance up to US$15,000. Either party can terminate the agreement by giving two months’ written notice.

Company secretarial services provided by Mr Shah are charged to CCPL, a company in which Mr Gillard and Mr Shah have a beneficial interest. Remuneration for accounting, company secretarial and administrative services provided by CCPL throughout the year is included in Note 24.

F-42

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

23. DIRECTOR AND EXECUTIVE DISCLOSURES (Continued)

(d) Individual directors and other key management personnel compensation disclosures.

The following tables disclose the compensation of the Directors of the Company:

	Consolidated	Consolidated
Primary director’s salary/fees $ 17,500 85,000 38,333 41,833 13,750 4,167 200,583 17,500 73,846 35,000 37,250 13,750 177,346 59,925 296,591 116,591 152,133 54,508 679,748 47,525 252,525 102,525 37,525 37,524 477,624	Post employment superannuation $ 1,575 7,650 3,450 — — — 12,675 1,575 7,200 3,150 — — 11,925 5,100 18,763 10,200 — — 34,063 4,050 13,129 9,000 2,700 3,150 32,479	Equity value of options $ — — — — — — — — — — — — — — — 88,323 — 88,323 410,400 820,800 820,800 273,600 273,600 2,599,200	Total
			$ 19,075 92,650 41,783 41,833 13,750 4,167
			213,258
			19,075 81,046 38,150 37,250 13,750
			189,271
			65,025 315,354 126,791 240,456 54,508
			802,134
			461,975 1,086,454 932,325 314,275 314,274
			3,109,303

F-43

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

23. DIRECTOR AND EXECUTIVE DISCLOSURES (Continued)

The following tables disclose the compensation of the other key management personnel of the Company:

	Consolidated	Consolidated
Primary salary/fees $ 41,624 — 41,624 40,616 — 40,616 251,047 — 251,047 165,732 — 165,732	Non-monetary benefits(iii) $ 8,468 — 8,468 8,340 — 8,340 33,873 — 33,873 71,429 — 71,429	Post employment superannuation $ — — — — — — — — — — — —	Equity value of options $ — — — 73,121 21,332 94,453 186,386 149,578 335,964 323,565 55,300 378,865	Total
				$ 50,092 —
				50,092
				122,077 21,332
				143,409
				471,306 149,578
				620,884
				560,726 55,300
				616,026

(i) Appointed April 2007, and included in key management personnel in July 2007.

(ii) Company Secretarial services provided by Mr Shah are charged to CCPL, a company in which Mr Gillard and Mr Shah have a beneficial interest. Remuneration for accounting, company secretarial and administrative services provided by CCPL throughout the year is included in Note 24.

(iii) Includes the value of non-cash benefits such as allowances for travel, school fees, and accommodation.

The fair value of the options is calculated at the date of grant using the Black-Scholes option-pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options recognised in the current reporting period. In valuing the options, market conditions have been taken into account. Refer to Note 18 for factors and assumptions used in determining the fair value of options on grant date.

F-44

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

23. DIRECTOR AND EXECUTIVE DISCLOSURES (Continued)

On 23 January 2009, the Company cancelled options previously issued to employees and issued replacement and/or new options in accordance with the Perseus Mining Limited Employee Option Plan. The market price of shares in the Company on this date was $0.60. Details of the cancelled and new options are as follows:

					Time to		Incremental
					Expiry		fair value
				Terms of cancelled options	(days)	Terms of replacement options	of new options
							$
(i)	Mr	Shah . . . .	.	150,000 options exercisable at $1.50	899	150,000 options exercisable at $0.65	10,769
				by 10 July 2011		between 23 July 2009 and
						23 January 2011
				100,000 options exercisable at $1.00	536	100,000 options exercisable at $0.65	19,956
				by 12 July 2010		between 23 July 2009 and
						23 January 2011
(ii)	Mr	Thomson	.	400,000 options exercisable at $1.30	642	400,000 options exercisable at $0.65	74,454
				by 26 October 2010		between 23 July 2009 and
						23 January 2011
				200,000 options exercisable at $1.00	536	200,000 options exercisable at $0.65	39,911
				by 12 July 2010		between 23 July 2009 and
						23 January 2011

(e) Equity Instruments disclosure relating to individual Directors and other key management personnel

Details on options over ordinary shares in the Company that were granted as compensation to each key management personnel; during the reporting period and details on options that vested during the reporting period are as follows:

			Fair value	Exercise		Number of options
			per option	price per	Expiry	vested during the
	Number	Grant date	at grant date	option	date	reporting period
Directors
30 Sep 2009 (unaudited) . . .	—	—	—	—	—	—
30 Jun 2009
Rhett Brans . . . . . . . . . . .	600,000	28 November 2008	$0.30	$1.00	30 June 2011	—
30 Jun 2008
Reginald Gillard . . . . . . . .	600,000	29 November 2007	$0.68	$1.50	31 July 2010	—
Mark Calderwood . . . . . . .	1,200,000	29 November 2007	$0.68	$1.50	31 July 2010	—
Colin Carson . . . . . . . . . .	1,200,000	29 November 2007	$0.68	$1.50	31 July 2010	—
Rhett Brans . . . . . . . . . . .	400,000	29 November 2007	$0.68	$1.50	31 July 2010	—
Neil Fearis . . . . . . . . . . . .	400,000	29 November 2007	$0.68	$1.50	31 July 2010	—
Other key management
personnel
30 Sep 2009 (unaudited) . . .	—	—	—	—	—	—
30 Jun 2009
Kevin Thomson . . . . . . . .	600,000	23 January 2009	$0.60	$0.65	23 January 2012	—
Susmit Shah . . . . . . . . . . .	350,000	23 January 2009	$0.60	$0.65	23 January 2012	—
Susmit Shah . . . . . . . . . . .	150,000	10 July 2008	$1.25	$1.50	10 July 2011	—
30 Jun 2008
Kevin Thomson . . . . . . . .	400,000	26 October 2007	$1.26	$1.30	26 October 2010	—
Kevin Thomson . . . . . . . .	200,000	12 July 2007	$1.14	$1.00	12 July 2010	—
Susmit Shah . . . . . . . . . . .	100,000	12 July 2007	$1.14	$1.00	12 July 2010	—

No options have been granted since 30 June 2009 to key management personnel. All options were provided at no cost to the recipients.

Options that have been forfeited or exercised by key management personnel of the Company are summarised in Note 24 below.

F-45

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

23. DIRECTOR AND EXECUTIVE DISCLOSURES (Continued)

(f) Exercise of options granted as compensation

Details of ordinary shares in the Company as a result of the exercise of remuneration options to each key management personnel are as follows:

Directors 30 Sep 2009 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Jun 2009 Rhett Brans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neil Fearis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Jun 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other key management personnel 30 Sep 2009 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Jun 2009 Susmit Shah . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Susmit Shah . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Jun 2008 Kevin Thomson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Number of ordinary shares issued — 425,000 300,000 — — 100,000 215,000 75,000	Amount paid per share
		— $0.20 $0.20 — — $0.26 $0.20 $0.50

There are no amounts unpaid on the shares issued as a result of the exercise of the options.

During or since the end of the period ended 30 September 2009, no options over unissued ordinary shares in the Company were forfeited or exercised by key management personnel.

24. RELATED PARTY TRANSACTIONS

Information regarding key management personnel compensation disclosures and equity instrument disclosures are listed in Note 23.

Apart from the details disclosed in this note, no Director has entered into a material contract with the Company or the consolidated entity since the end of the previous financial year and there were no material contracts involving Directors’ interests existing at year-end.

Loans to key management personnel and their related parties

There were no loans outstanding at the reporting date to key management personnel and their related parties.

F-46

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

24. RELATED PARTY TRANSACTIONS (Continued)

Other key management personnel transactions

A number of key management persons, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Transactions between related parties are on normal commercial terms and conditions unless otherwise stated:

		Three months ended	Three months ended	Year	ended
		30 Sep 2009	30 Sep 2008	30 2009	June 2008
		$A	$A	$A	$A
		(unaudited)	(unaudited)
(a)	Rent, accounting, secretarial and corporate service fees paid or payable to
	Corporate Consultants Pty Ltd, a company in which Mr Gillard and the
	company secretary, Mr Susmit Shah, are directors and have beneficial
	interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26,671	61,102	273,552	236,511
(b)	Rent paid or payable to Ledgar Road Partnership, an entity in which
	Mr Gillard and Mr Carson both have a beneficial interest. . . . . . . . . . . .	—	—	—	15,071
(c)	Taxation services paid or payable to Icon Financial Management Pty Ltd,
	an entity in which Mr Gillard is a director and has a beneficial interest. . .	1,080	640	5,346	6,685
Balances due to Directors and Director Related Entities at year end
— included in trade creditors and accruals . . . . . . . . . . . . . . . . . . . . . . . .		—	32,252	25,662	90,769

Shareholdings

The numbers of shares in the Company held during the financial year by key management personnel, including shares held by entities they control, are set out below:

					Balance at
	Balance at	Received as	Options	Other	30 September
30 Sep 2009 (unaudited)	1 July 2009	Remuneration	Exercised	Movements	2009
Directors
Reginald Gillard . . . . . . . . . . . . . . . . . . . . . . . . .	748,000	—	—	—	748,000
Mark Calderwood . . . . . . . . . . . . . . . . . . . . . . . .	4,000,000	—	—	—	4,000,000
Colin Carson . . . . . . . . . . . . . . . . . . . . . . . . . . .	673,200	—	—	—	673,200
Rhett Brans . . . . . . . . . . . . . . . . . . . . . . . . . . .	475,000	—	—	—	475,000
Neil Fearis . . . . . . . . . . . . . . . . . . . . . . . . . . . .	330,000	—	—	—	333,000
T Sean Harvey . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	—	100,000	100,000
Other key management
Susmit Shah . . . . . . . . . . . . . . . . . . . . . . . . . . .	269,500	—	—	—	269,500
Kevin Thomson . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	—	—	—
	Balance at	Received as	Options	Other	Balance at
30 Jun 2009	1 July 2008	Remuneration	Exercised	Movements	30 June 2009
Directors
Reginald Gillard . . . . . . . . . . . . . . . . . . . . . . . . .	675,000	—	5,000	68,000	748,000
Mark Calderwood . . . . . . . . . . . . . . . . . . . . . . . .	2,470,237	—	2,070,000	(540,237)	4,000,000
Colin Carson . . . . . . . . . . . . . . . . . . . . . . . . . . .	751,423	—	239,000	(317,223)	673,200
Rhett Brans . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50,000	—	425,000	—	475,000
Neil Fearis . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100,000	—	300,000	(70,000)	330,000
Other key management
Susmit Shah . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30,000	—	315,000	(75,500)	269,500
Kevin Thomson . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	—	—	—

F-47

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

24. RELATED PARTY TRANSACTIONS (Continued)

	Balance at	Received as	Options	Other	Balance at
30 Jun 2008	1 July 2007	Remuneration	Exercised	Movements	30 June 2008
Directors
Reginald Gillard . . . . . . . . . . . . . . . . . . . . . . . . .	210,000	—	465,000	—	675,000
Mark Calderwood . . . . . . . . . . . . . . . . . . . . . . . .	1,370,000	—	1,000,000	100,237	2,470,237
Colin Carson . . . . . . . . . . . . . . . . . . . . . . . . . . .	751,423	—	—	—	751,423
Rhett Brans . . . . . . . . . . . . . . . . . . . . . . . . . . . .	150,000	—	—	(100,000)	50,000
Neil Fearis . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100,000	—	—	—	100,000
Other key management
Susmit Shah . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30,000	—	—	—	30,000
Kevin Thomson . . . . . . . . . . . . . . . . . . . . . . . . .	—	—	75,000	(75,000)	—

Option holdings

The numbers of options to subscribe for shares in the Company held during the financial year by key management personnel, including options held by entities they control, are set out below.

30 Jun 2008	30 Jun 2008	30 Jun 2008	Balance at 1 July 2007	Received as Remuneration	Received as Remuneration	Options Exercised	Options Exercised	Other Movements	Balance at 30 June 2008
Directors Reginald Gillard . . . . . . . . . . . . . . . . . . . . . . . . . Mark Calderwood . . . . . . . . . . . . . . . . . . . . . . . . Colin Carson . . . . . . . . . . . . . . . . . . . . . . . . . . . Rhett Brans . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neil Fearis . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other key management Susmit Shah . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kevin Thomson . . . . . . . . . . . . . . . . . . . . . . . . .			210,000 1,370,000 751,423 150,000 100,000 30,000 —	— — — — — — —		465,000 1,000,000 — — — — 75,000		— 100,237 — (100,000) — — (75,000)	675,000 2,470,237 751,423 50,000 100,000 30,000 —
Option holdings The numbers of options to subscribe for shares in the Company held during the financial year by key management personnel, including options held by entities they control, are set out below.
30 Sep 2009 (unaudited) Directors Reginald Gillard . . . . . . . . . . . . . . Mark Calderwood . . . . . . . . . . . . . Colin Carson . . . . . . . . . . . . . . . . Rhett Brans . . . . . . . . . . . . . . . . . Neil Fearis . . . . . . . . . . . . . . . . . T Sean Harvey . . . . . . . . . . . . . . . Other key management Susmit Shah . . . . . . . . . . . . . . . . Kevin Thomson . . . . . . . . . . . . . . 30 Jun 2009 Reginald Gillard . . . . . . . . . . . . . . Mark Calderwood . . . . . . . . . . . . . Colin Carson . . . . . . . . . . . . . . . . Rhett Brans . . . . . . . . . . . . . . . . . Neil Fearis . . . . . . . . . . . . . . . . . Other key management Susmit Shah . . . . . . . . . . . . . . . . Kevin Thomson . . . . . . . . . . . . . . 30 Jun 2008	Balance at 1 July 2009 600,000 1,200,000 1,200,000 1,000,000 400,000 — 350,000 1,125,000 Balance at 1 July 2008 605,000 3,270,000 1,450,000 825,000 700,000 415,000 1,125,000 Balance at 1 July 2007	Received as Remuneration — — — — — — — — Received as Remuneration — — — 600,000 — 500,000 600,000 Received as Remuneration		Options Exercised — — — — — — — — Options Exercised (5,000) (2,070,000) (239,000) (425,000) (300,000) (315,000) — Options Exercised	Other Movements — — — — — — — — Other Movements — — (11,000) — — (250,000) (600,000) Other Movements		Balance at 30 September 2009 600,000 1,200,000 1,200,000 1,000,000 400,000 — 350,000 1,125,000 Balance at 30 June 2009 600,000 1,200,000 1,200,000 1,000,000 400,000 350,000 1,125,000 Balance at 30 June 2008		Vested and exercisable at 30 Sep 2009
									600,000 1,200,000 1,200,000 1,000,000 400,000 — 350,000 1,125,000 Vested and exercisable at year end
									600,000 1,200,000 1,200,000 400,000 400,000 — 525,000 Vested and exercisable at year end
Reginald Gillard . . . . . . . . . . . . . . Mark Calderwood . . . . . . . . . . . . . Colin Carson . . . . . . . . . . . . . . . . Rhett Brans . . . . . . . . . . . . . . . . . Neil Fearis . . . . . . . . . . . . . . . . . Other key management Susmit Shah . . . . . . . . . . . . . . . . Kevin Thomson . . . . . . . . . . . . . .	470,000 3,070,000 250,000 425,000 300,000 315,000 —	600,000 1,200,000 1,200,000 400,000 400,000 100,000 600,000		(465,000) (1,000,000) — — — — (75,000)	— — — — — — 600,000		605,000 3,270,000 1,450,000 825,000 700,000 415,000 1,125,000		5,000 2,070,000 250,000 425,000 300,000 315,000 225,000

F-48

PERSEUS MINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

24. RELATED PARTY TRANSACTIONS (Continued)

Other transactions with Directors

(a) Transactions with Related Parties — Subsidiaries

The Company incurs exploration expenditure on behalf of the subsidiaries.

Transactions between related parties are on normal commercial terms and conditions unless otherwise stated.

(b) Transactions with Other Related Parties

The Company incurred expenses on behalf of Manas up to the date of loss of control of Manas during the year ended 30 June 2009, and until such time as Manas was listed on the Australian Securities Exchange. Expenditure incurred totalling $230,535 as at 30 June 2008 was repaid during the current year. Manas is a director related entity at year end.

There were no other transactions with other related parties during the financial year.

25. EVENTS OCCURRING AFTER THE REPORTING DATE

Other than the matter referred to below, there are no matters or circumstances that have arisen since 30 September 2009 that have or may significantly affect the operations, results, or state of affairs of the consolidated entity in future financial years.

On 4 November 2009, the Company completed a share placement to institutional shareholders in Australia, Asia and Europe raising $23.4 million through the issue of 15,600,000 shares at $1.50 each.

On 11 November 2009, the Company completed the issue of 23,400,000 subscription receipts at $1.50 per receipt to institutional investors in North America, to raise $35.1 million which is being held in an escrow account. Each subscription receipt automatically converts to one ordinary share when Perseus’s TSX listing is completed. If the TSX listing is not completed by 8 February 2010, then the proceeds of the subscription receipts will be returned to investors.

F-49

CERTIFICATE OF THE COMPANY

Dated: January 28, 2010

This prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this 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 Chief Executive Officer and Managing Director

(Signed) COLIN J. CARSON Chief Financial Officer and Executive Director

ON BEHALF OF THE BOARD OF DIRECTORS

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

C-1

CERTIFICATE OF THE AGENTS

Dated: January 28, 2010

To the best of our knowledge, information and belief, this prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this 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 WHALEN Director, Investment Banking

DUNDEE SECURITIES CORPORATION

(Signed) RICHARD COHEN Managing Director, Investment Banking

BMO NESBITT BURNS INC.

(Signed) MANPRIT SINGH DHILLON Vice President

CIBC WORLD MARKETS INC.

(Signed) DAVID COBBOLD Managing Director

GMP SECURITIES LP

(Signed) MARK WELLINGS Managing Director

C-2

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1DEC200918345002
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AI assistant

PERSEUS MINING LIMITED — Capital/Financing Update 2010

46513_rns_2010-02-04_f29bad49-bc1f-450f-9577-05b0e5a18a01.pdf

PROSPECTUS

C$34,164,000

23,400,000 Ordinary Shares Issuable on Conversion of 23,400,000 Subscription Receipts

(continued from cover)

TABLE OF CONTENTS

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

TECHNICAL INFORMATION

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

ELIGIBILITY FOR INVESTMENT

PROSPECTUS SUMMARY

The Company

The Central Ashanti Gold Project

Introduction

Resource Estimate

Economic Analysis

Notes:

Permits

Recent Exploration and Drilling

The Tengrela Gold Project

Introduction

Resource Estimate

Recent Exploration and Drilling

Selected Financial Information

The Offering

CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate Relationships

Notes:

GENERAL DEVELOPMENT AND DESCRIPTION OF THE BUSINESS

Overview

Strategy and Objectives

Incorporation and Initial Listing

Central Ashanti Gold Project

Tengrela Gold Project

Grumesa Gold Project

Interest in Manas Resources

Financing

Specialized Skill and Knowledge

Business Cycle

Environmental Protection

Environmental Policies

Employees

Foreign Operations

Competitive Conditions

GHANA

Location, Population and Economy

Mineral Rights and Mining in Ghana

Government Free Carried Interest

Royalty Requirements

Environmental Regulations

COTE D’IVOIRE[ˆ]

Location, Population and Economy

Mineral Rights and Mining in Cˆote d’Ivoire

Prospecting and Reconnaissance Authorization

Exploration Permit

Mining Permit

Royalty Requirements

Environmental Regulations

Environmental reserves and monitoring

Environmental Impact Study

DETAILS OF THE CENTRAL ASHANTI GOLD PROJECT

Property Description and Location

Accessibility, Climate, Local Resources, Infrastructure and Physiography

History

Geological Setting

Regional Geology

Local Geology

Property Geology

Exploration

Mineralization

Drilling

Sampling and Analysis

Security of Samples

Mineral Processing and Metallurgical Testing

Mineral Resource and Mineral Reserve Estimates

Notes:

PERSEUS MINING LIMITED Capital/Financing Update 2010