PERSEUS MINING LIMITED — Capital/Financing Update 2016

Jun 22, 2016

Dear Shareholder,

Entitlement Offer – Notification to ineligible shareholders

As announced on 20 June 2016, Perseus Mining Limited (ASX/TSX: PRU) (Company or Perseus) is undertaking a pro rata accelerated non-renounceable entitlement offer (Entitlement Offer) and institutional placement to raise a total of approximately A$102 million.

Under the Entitlement Offer, eligible shareholders will be invited to subscribe for 1 fully paid ordinary share (New Shares) for every 10 existing shares in the Company held as at 9.00 pm AEST on Thursday, 23 June 2016 (Record Date) at an issue price of A$0.50 per New Share.

The Entitlement Offer comprises an accelerated institutional component (Institutional Entitlement Offer) and a retail component (Retail Entitlement Offer).

Unfortunately, we are writing to advise you that you are not eligible to participate in the Entitlement Offer for the reasons outlined in the table below.

Further details on the Entitlement Offer are contained in the Company's ASX announcement dated 20 June 2016 available at www.asx.com.au or www.perseusmining.com.

Who are EligibleInstitutionalShareholders?	Institutional shareholders who are eligible to participate in theInstitutional Entitlement Offer (Eligible InstitutionalShareholders) are shareholders who:
	(a)	were registered as a holder of existing shares as at theRecord Date of 9.00 pm AEST on Thursday, 23 June 2016;
	(b)	had an address on the share register in Australia, Canada,France, Germany, Hong Kong, Luxembourg, Malaysia,Mauritius, New Zealand, Singapore, Spain, Switzerland orthe United Kingdom;
	(c)	were not in the United States and if any such shareholderoutside the United States is acting on behalf of a beneficialowner in the United States, it is only an EligibleInstitutional Shareholder if its buy order is originatedoutside the United States and constitutes an "offshoretransaction" within the meaning of Regulation S under theU.S. Securities Act of 1933;

	lodged or registered; and
(e)	received an offer from the Company to participate in theInstitutional Entitlement Offer.
	Concurrently with the Institutional Entitlement Offer, Perseusoffered New Shares to certain eligible shareholders in theUnited States pursuant to a U.S. private placement.
Retail shareholders who are eligible to participate in the RetailEntitlement Offer (Eligible Retail Shareholders) areshareholders who:
(a)	are registered as a holder of existing shares as at theRecord Date of 9.00 pm AEST on Thursday, 23 June 2016;
(b)	have an address on the share register in Australia or NewZealand;
(c)	are not in the United States or acting for the account orbenefit of a person in the United States;
(d)	are eligible under all applicable securities laws to receivean offer under the Retail Entitlement Offer; and
(e)	were not invited to participate in the Institutional
	Entitlement Offer.
	The Company wishes to advise you that it will not beextending the Entitlement Offer to you.
	Unfortunately, according to our records, you do not satisfy theeligibility criteria for being an Eligible Institutional Shareholderand do not satisfy the eligibility criteria for being an EligibleRetail Shareholder. Accordingly, in compliance with ASX ListingRule 7.7.1(b) and section 9A(3) of the Corporations Act 2001(Cth) (Corporations Act), the Company wishes to advise you thatit will not be extending the Entitlement Offer to you and you arenot eligible to subscribe for New Shares. You will not be sent acopy of the documents relating to the Entitlement Offer.
	Restrictions on eligibility are due to:
(a)	the legal limitations in some countries;
(b)	the relatively small number of shareholders in somecountries;

	(d)	the relatively low value of New Shares to which thoseshareholders would otherwise be entitled; and
	(e)	the potential cost of complying with the legal andregulatory requirements in those countries.
	The Company has determined, pursuant to ASX Listing Rule7.7.1(a) and section 9A(3) of the Corporations Act, that it wouldbe unreasonable to make offers under the Retail EntitlementOffer to shareholders in countries other than Australia and NewZealand and, in respect of the Institutional Entitlement Offer,certain additional countries (see paragraph (b) of the definitionof Eligible Institutional Shareholder above), having regard to thenumber of such shareholders in those countries and the numberand value of New Shares that they would be offered, and thecost of complying with the relevant legal and regulatoryrequirements in those countries.
No required action byyou		You are not required to do anything in response to this letter.
		This letter is to inform you about the Entitlement Offer, thedetails of which are provided above. This letter is not an offer toissue New Shares to you, nor an invitation for you to apply forNew Shares.
Questions		If you have any questions in relation to the Entitlement Offerand this letter, please seek professional advice or contact thePerseus Shareholder Information Line on 1300 560 339 (for callsmade within Australia) or +61 2 8011 0354 (for calls madeoutside Australia).

Yours sincerely,

Reginald Gillard Non-Executive Chairman

This letter does not constitute an offer to sell or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any person in the United States or any other country. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, a person in the United States, except in transactions exempt from, or not subject to, registration under the US Securities Act and the relevant securities laws of any state or other jurisdiction of the United States.