PERSEUS MINING LIMITED

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ACN 106 808 986

Retail Offer Booklet

1 for 10 pro rata accelerated non-renounceable entitlement offer at an offer price of $0.50 per New Share

The Entitlement Offer closes at 5.00 pm (AEST) on 15 July 2016

Lead Manager

Macquarie Capital (Australia) Limited

Co-lead Manager

Arlington Group Asset Management Limited

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Retail Offer Booklet is not a prospectus and does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the entitlements attaching to, the New Shares.

You should read this Retail Offer Booklet in its entirety before deciding whether to accept the offer of New Shares. If you do not understand any part of this Retail Offer Booklet or are in doubt as to what you should do, you should consult your stockbroker, accountant, financial or other professional adviser immediately.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Important Notice

This document and the accompanying information ( Information ) has been prepared by Perseus Mining Limited ACN 106 808 986 ( Company ). This Retail Offer Booklet is dated 23 June 2016.

The Entitlement Offer to which this document relates complies with the requirements of sections 708AA of the Corporations Act as notionally modified by ASIC Corporations Instruments 2016/84 and 2016/73. This document is not a prospectus under the Corporations Act and has not been lodged with ASIC.

Not investment or financial product advice

The Information is not investment or financial product advice, does not purport to contain all the information that you may require in evaluating a possible acquisition of New Shares in the Company and has been prepared without taking into account the investment objectives, financial situation, tax position and needs of you or any particular investor.

Before deciding whether to apply for New Shares, you should conduct your own independent review, investigation and analysis of the Company and the New Shares in light of your personal circumstances (including financial and taxation issues). You should obtain any professional advice you require to evaluate the merits and risks of an investment in the Company before making any investment decision based on your investment objectives.

Information about the Company

The information included in this Retail Offer Booklet provides information about the Company’s activities current as at the date of this document. It should be read in conjunction with the Company’s other periodic and continuous disclosure announcements, the Company’s annual report for the year ended 30 June 2015 and the Company’s other announcements to ASX available at www.asx.com.au or on the Company’s website at www.perseusmining.com.

Past performance

Investors should note that the Company’s past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) the Company’s future performance, including the Company’s financial position or future share price performance.

Forward looking statements

This Retail Offer Booklet contains certain ‘forward looking statements’. Forward looking statements include those containing words such as: ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘target’, ‘plan’, ‘consider’, ‘foresee’, ‘aim’, ‘will’ and other similar expressions. Any forward looking statements, opinions and estimates provided in this Retail Offer Booklet are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and uncertainties and other factors which are beyond the control of the Company, including the risks and uncertainties described in the ‘Key risks’ section of the Presentation included in section 3 of this Retail Offer Booklet. This includes any statements about market and industry trends, which are based on interpretations of current market conditions.

Forward looking statements may include indications, projections, forecasts and guidance on sales, earnings, dividends and other estimates. Forward looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which those statements are based. These statements may assume the success of the Company’s business strategies.

The success of any of these strategies is subject to uncertainties and contingencies beyond the Company’s control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statement may have been prepared or otherwise. Readers are cautioned not to place undue reliance on forward looking statements and except as required by law or regulation, Company assumes no obligation to update these forward looking statements. To the maximum extent permitted by law, the Company and its directors, officers, employees, agents, associates and advisers disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions, do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of such information, or likelihood of fulfilment of any forward looking statement or any event or results expressed or implied in any forward looking statement, and disclaim all responsibility and liability for these forward looking statements (including, without limitation, liability for negligence).

Foreign jurisdictions

The information in this Retail Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements, the New Shares, or otherwise permit a public offering of the New Shares, in any jurisdiction outside of Australia.

The distribution of this Retail Offer Booklet (including an electronic copy) outside of Australia and New Zealand may be restricted by law. If you come into possession of the information in this Retail Offer Booklet, you should observe such restrictions, including those set forth in the "International Offer Restrictions" section in the Appendices to the Presentation that is included in Section 3 of this Retail Offer Booklet.

Because of legal restrictions, you must not send copies of this Retail Offer Booklet or any material in relation to the Entitlement Offer to any person outside Australia and New Zealand. Failure to comply with these restrictions may result in violations of applicable securities law.

United States disclaimer

This Retail Offer Booklet and material accompanying it has been prepared for publication in Australia and may not be released or distributed in the United States. This Retail Offer Booklet or material accompanying it does not constitute an offer to sell, or a solicitation

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of an offer to buy, any securities in the United States. Neither this Retail Offer Booklet (or any part of it), the accompanying ASX announcement nor the Entitlement and Acceptance Form when that is to be made available, may be released or distributed directly or indirectly to persons in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 (the US Securities Act ) or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of, a person in the United States and the New Shares 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, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction of the United States.

The New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the United States in "offshore transactions" in reliance on Regulation S under the US Securities Act.

No representations

No party other than Company has authorised or caused the issue of the information in this Retail Offer Booklet, or take responsibility for, or makes, any statements, representations or undertakings in this Retail Offer Booklet or for any action you take in reliance on this Retail Offer Booklet. No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Retail Offer Booklet. Any information or representation that is not in this Retail Offer Booklet may not be relied on as having been authorised by Company or its related bodies corporate in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of Company, or any other person, warrants or guarantees the future performance of Company or any return on any investment made pursuant to this Retail Offer Booklet.

Macquarie Capital (Australia) Limited has not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Retail Offer Booklet and there is no statement in this Retail Offer Booklet which is based on any statement made by it or by any of its affiliates, officers or employees. To the maximum extent permitted by law, Macquarie Capital (Australia) Limited and each of its affiliates, officers, employees and advisers expressly disclaim all liabilities in respect of, and make no representations regarding, and take no responsibility for, any part of this Retail Offer Booklet other than references to their name and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Retail Offer Booklet.

Times and Dates

Times and dates in this Retail Offer Booklet are indicative only and subject to change. Unless otherwise indicated, all times and dates refer to AEST.

Financial data

All dollar values are in Australian dollars (A$).

Defined terms

Terms used in this Retail Offer Booklet are defined in section 5 .

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Contents
Important Notice	1
Chairman’s letter	4
Summary of the Equity Raising	5
1 Details of the Entitlement Offer	7
2 How can I participate in the Retail Entitlement Offer?	8
3 ASX announcement and Presentation	12
4 Additional information	62
5 Definitions	70
Corporate directory	inside back cover

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Chairman’s letter

Dear Shareholder

On 20 June 2016, the Company announced a share placement to institutional investors ( Placement ) together with a 1 for 10 pro rata accelerated non-renounceable entitlement offer of new ordinary shares ( Entitlement Offer ).

The offer price for each new share is $0.50 ( Offer Price ), a discount of 11.5% to the last trading price of shares in the Company before the announcement. The Placement and the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ) are expected to raise a total of approximately $94.3 million.

This retail offer booklet ( Retail Offer Booklet ) relates to the retail component of the Entitlement Offer ( Retail Entitlement Offer ) that is expected to raise up to a further $7.7 million.

Details of the proposed use of funds raised from the Placement and Entitlement Offer (together the Equity Raising ) are set out in sections 1.2 and 3 of this Retail Offer Booklet.

Pro forma financial information regarding the Entitlement Offer, is contained in the Company’s ASX announcement and Presentation which are included in section 3 of this Retail Offer Booklet.

Why am I being sent this Retail Offer Booklet?

On behalf of your Directors, I am pleased to invite you to participate in the Retail Entitlement Offer which follows the Institutional Entitlement Offer.

Your entitlement to subscribe for New Shares under the Retail Entitlement Offer is set out in your personalised entitlement and acceptance form ( Entitlement and Acceptance Form ) accompanying this Retail Offer Booklet. Details about how to participate in the Retail Entitlement Offer are contained in section 2 and in your Entitlement and Acceptance Form.

It is important that you read this Retail Offer Booklet and the other publicly available information about the Company carefully. In particular, you should consider the risk factors set out in the Appendices to the Presentation in section 3 before making any investment decision.

The Retail Entitlement Offer closes at 5.00 pm (AEST) on Friday, 15 July 2016 , unless extended. If you have any questions about the Retail Entitlement Offer please call the Perseus Shareholder Information Line on 1300 560 339 (within Australia) or +61 2 8011 0354 (outside Australia) from 9.00 am to 5.00 pm (AEST) Monday to Friday during the Retail Entitlement Offer period.

On behalf of the Directors, I invite you to consider this investment opportunity and thank you for your continued support of the Company.

Yours faithfully

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Reginald Gillard Non-Executive Chairman

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Summary of the Equity Raising

Placement

Placement
Offer Price	$0.50 per New Share
Size	Approximately 122.3 million New Shares
Gross proceeds	$61.2 million

Entitlement Offer

Ratio	1 New Share for every 10 Existing Shares as at the Record Date
Offer Price	$0.50 per New Share
Size	Approximately 81.5 million New Shares, comprising approximately 66.1 million
	under the Institutional Entitlement Offer and approximately 15.4 million under the
	Retail Entitlement Offer
Gross Proceeds	$40.8 million, comprising approximately $33.1 million under the Institutional
	Entitlement Offer and up to approximately $7.7 million under the Retail Entitlement
	Offer
Total Gross Proceeds	Up to approximately $102 million
under the Equity Raising

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Key dates

Announcement of the Equity Raising	20 June 2016
Retail Offer Booklet lodged with ASX	23 June 2016
Record Date for Entitlement Offer Entitlements	9.00 pm (AEST) on 23
	June 2016
Retail Offer Booklet and Entitlement and Acceptance Form despatched	27 June 2016
Retail Entitlement Offer opens (9.00 am AEST)	27 June 2016
Settlement of New Shares issued under the Placement and Institutional Entitlement	30 June 2016
Offer
Allotment of New Shares under the Placement and Institutional Entitlement Offer	1 July 2016
New Shares issued under the Placement and Institutional Entitlement Offer	1 July 2016
commence trading on a normal basis
Retail Entitlement Offer closes 5.00 pm AEST	15 July 2016
Allotment of New Shares under the Retail Entitlement Offer	25 July 2016
Normal trading of New Shares issued under Retail Entitlement Offer expected to commence on ASX	25 July 2016
Holding statements for the New Shares issued under the Retail Entitlement Offer despatched	26 July 2016

Subject to the Listing Rules, the Company in consultation with the Lead Manager, reserves the right to vary the timetable without prior notice, including by extending the Closing Date, closing the Retail Entitlement Offer early, accepting late Applications or by withdrawing the Retail Entitlement Offer. There will be no trading of Entitlements on ASX.

Enquiries

For further information on the Entitlement Offer call the Perseus Shareholder Information Line on 1300 560 339 (within Australia) or +61 2 8011 0354 (outside Australia) from 9.00 am to 5.00 pm (AEST) Monday to Friday during the Retail Entitlement Offer period.

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1 Details of the Entitlement Offer

1.1 The Retail Entitlement Offer

Eligible Retail Shareholders are invited to participate in the Retail Entitlement Offer. Ineligible Retail Shareholders are ineligible to participate (for further information see section 1.7 ).

Your Entitlement to subscribe for New Shares is shown on your personalised Entitlement and Acceptance Form. Fractional Entitlements to New Shares have been rounded up to the nearest whole New Share.

Your Entitlement cannot be traded on ASX or privately transferred.

1.2 Purpose of the Entitlement Offer

The Equity Raising will raise an aggregate of up to approximately $102 million (before costs). These funds are primarily intended to be used:

(a) to provide the equity funding component of the development capital required for the Company’s Sissingué Gold Project;
(b) to complete a Definitive Feasibility Study at the Company’s recently acquired Yaouré Gold Project, including a 42,000m drilling programme and predevelopment costs; and
(c) for working capital, exploration and general corporate purposes to ensure continued balance sheet strength during a period of increased growth spend.

See the Presentation in section 3 for further details on the proposed use of funds.

1.3 Offer Price

The Offer Price is $0.50 for each New Share subscribed for and is payable in full upon application. The Offer Price is the same as the offer price for the Institutional Entitlement Offer and the Placement, and represents a discount of:

(a) 11.5% to the last trading price of Shares before announcement of the Entitlement Offer;
(b) 9.4% to the TERP[1] ; and
(c) 14.3% to the 5 day volume weighted average price of approximately $0.583.

1.4 Minimum subscription

There is no minimum subscription under the Retail Entitlement Offer. You may subscribe for any number of New Shares up to your Entitlement.

1.5 Discretion to deal with shortfall

To the extent there is any shortfall in subscriptions for New Shares under the Retail Entitlement Offer, the Directors reserve the right to place any shortfall at their discretion within three months of the close of the Retail Entitlement Offer at a price not less than the Offer Price.

1 The theoretical ex-rights price ( TERP ) is the theoretical price at which Shares should trade at immediately after the ex-date for the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal the TERP.

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1.6 Allotment of New Shares and ASX quotation

It is currently expected that allotment of the New Shares under the Retail Entitlement Offer will take place on 25 July 2016. However, if the Closing Date is extended, the date for allotment may also be extended.

No allotment of New Shares will be made until permission is granted for their quotation by ASX.

Application Money will be held in trust in a subscription account until allotment. No interest earned on Application Monies will be paid by the Company, irrespective of whether allotment takes place.

1.7 Ineligible Retail Shareholders

The Company is not extending the Retail Entitlement Offer to Ineligible Retail Shareholders having regard to:

(a) the cost of complying with legal and regulatory requirements outside Australia and New Zealand;
(b) the number of Ineligible Retail Shareholders; and
(c) the number and value of New Shares which could be offered to Ineligible Retail Shareholders.

Where the Retail Offer Booklet has been despatched to Ineligible Retail Shareholders, the Retail Offer Booklet is provided for information purposes only.

In limited circumstances the Company may elect to treat as Eligible Retail Shareholders certain Shareholders who would otherwise be Ineligible Retail Shareholders, provided the Company is satisfied that it is not precluded from lawfully issuing New Shares to such Shareholders either unconditionally or after compliance with conditions which the Board, in its sole discretion, regards as acceptable and not unduly onerous.

2 How can I participate in the Retail Entitlement Offer?

2.1 What are my choices?

Before taking any action you should read this Retail Offer Booklet in its entirety.

The number of New Shares to which you are entitled is shown on your Entitlement and Acceptance form.

Your choices are:

Choice	See section
Take up all or part of your Entitlement	2.2
Do nothing, in which case your Entitlement will lapse and	2.3
you will receive no value for those lapsed entitlements

2.2 Taking up all or part of your entitlement

If you wish to take up all of part of your Entitlement, payment must be made by following the instructions set out on your personalised Entitlement and Acceptance Form.

If the Company receives an amount that is less than the Offer Price multiplied by your Entitlement, your payment may be treated as an Application for as many New Shares as your Application Monies will pay for in full.

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If you do not take up your Entitlement in full, you will not receive any payment or value for those Entitlements not taken up.

2.3 Allowing your entitlement to lapse

If you do not wish to take any part of your Entitlement, do not take any further action and your Entitlement will lapse.

2.4 Payment for New Shares

The Offer Price of $0.50 per New Share is payable in full on application.

Payment must be received no later than 5.00 pm (AEST) on the Closing Date (currently scheduled to occur on 15 July 2016).

All payments are to be made in Australian currency by cheque drawn on and payable at any Australian bank or by BPAY[®] .

Cheques should be made payable to ‘Perseus Mining Limited’ and crossed ‘Not Negotiable’.

Applicants are asked not to forward cash. Receipts for payments will not be issued.

BPAY[® ] payments should be made in accordance with the instructions on the Entitlement and Acceptance Form using the BPAY[® ] Biller Code and unique Customer Reference Number shown on the form. You are not required to return the Entitlement and Acceptance Form if you use BPAY[® ] to pay the Application Money.

2.5 Address details and enquiries

If you are not paying by BPAY[®] , completed Entitlement and Acceptance Forms (including payment of Application Money) should be forwarded to the Company’s Share Registry by mail (using the enclosed prepaid envelope, if posted in Australia) or delivered to the following addresses:

By hand: By mail: Perseus Mining Limited Perseus Mining Limited C/- Computershare Investor C/- Computershare Investor Services Pty Limited Services Pty Limited Level 11 GPO Box 505 172 St Georges Terrace Melbourne VIC 3001 Perth WA 6000 Australia Australia

2.6 No withdrawals

You cannot withdraw your Application once it has been accepted. Cooling-off rights do not apply to an investment in New Shares. The Company reserves the right to withdraw the Retail Entitlement Offer at any time before the issue of New Shares to Eligible Retail Shareholders, in which case the Company will refund any Application Money already received in accordance with the Corporations Act and will do so without interest being payable to Applicants.

2.7 Representations upon acceptance

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY[®] , you will be deemed to have represented, warranted and

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agreed on behalf of yourself and each person on whose behalf you are acting for the benefit of, that:

(a) you have received a copy of this Retail Offer Booklet accompanying the Entitlement and Acceptance Form, and read it in its entirety;
(b) you acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY[®] payment instruction is given in relation to any Application Money, the Application may not be varied or withdrawn except as required by law;
(c) you agree to be bound by the terms of the Entitlement Offer and the provisions of the Company’s constitution;
(d) you authorise the Company to register you as the holder of the New Shares allotted to you;
(e) you declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;
(f) you declare you have full legal capacity and power to perform all your entitlements and obligations under the Entitlement and Acceptance Form;
(g) you agree to apply for, and be issued with, the number of New Shares specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Money via BPAY[®] , at the Offer Price per New Share;
(h) you authorise the Company, the Lead Manager, the Registry and their respective officers or agents, to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;
(i) you declare that you were the current registered holder on the Record Date, of the Existing Shares indicated on the Entitlement and Acceptance Form as being held by you on the Record Date and are resident in Australia or New Zealand (or other jurisdictions approved by the Company);
(j) you acknowledge that the information contained in this Retail Offer Booklet and the Entitlement and Acceptance Form is not investment advice or a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs, and that the Retail Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company’s past and ongoing continuous disclosure announcements to ASX;
(k) the law of any jurisdiction outside of Australia and New Zealand does not prohibit you from being given this Retail Offer Booklet and the Entitlement and Acceptance Form, and does not prohibit you from making an Application for New Shares;
(l) you acknowledge the statement of risks in the “Key Risks” section of the Presentation, and that investments in the Company are subject to investment risk;
(m) you acknowledge that none of the Company, the Lead Manager or any or each of their directors, officers, employees, agents, consultants or their advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital from the Company;
(n) you are not in the United States and not acting for the account or benefit of a person in the United States;

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(o) you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and accordingly, the Entitlements may not be taken up, and the New Shares may not be offered, sold or otherwise transferred, in the United States or to, or for the account or benefit of, any person in the United States, except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
(p) you agree not to send this Retail Offer Booklet, the Entitlement and Acceptance Form or any other material relating to the Entitlement Offer to any person in the United States or any jurisdiction other than Australia and New Zealand (or other jurisdictions approved by the Company);
(q) you are an Eligible Retail Shareholder and have read and understood this Retail Offer Booklet and the Entitlement and Acceptance Form and that you acknowledge the matters, and make the warranties and representations and agreements contained in this Retail Offer Booklet and Entitlement Acceptance Form;
(r) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Entitlement Offer and/or of your holding of Existing Shares on the Record Date;
(s) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is resident in Australia or New Zealand (or other jurisdictions approved by the Company) and is not in the United States and is not acting on behalf of a person in the United States, and you have not sent this Retail Offer Booklet, the Entitlement and Acceptance Form or any information relating to the Retail Entitlement Offer to any such person; and
(t) if in the future you decide to sell or otherwise transfer the New Shares, you will only do so by regular transactions on ASX or otherwise where neither you nor any person acting on your behalf know, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States or is acting on behalf of a person in the United States.

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3 ASX announcement and Presentation

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20 June 2016

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PERSEUS TO RAISE A$102 MILLION OF EQUITY TO FUND GROWTH STRATEGY

Not for release in the United States

Highlights

Institutional placement to raise up to approximately A$61 million (Placement)
1 for 10 accelerated non-renounceable entitlement offer to raise up to approximately A$41 million (Entitlement Offer)
New shares to be issued at A$0.50 per share (Offer Price), representing a 9.4% discount to TERP of A$0.552 as at 20 June 2016
Perseus has mandated Macquarie Bank and BNP Paribas to provide a US$60 million debt facility to be applied to fund the development of the Sissingué Gold Project
Perseus expects to be fully funded to commence delivering on its growth strategy following the successful completion of the Equity Raising and finalisation and drawdown of the debt facility

Overview

Perseus Mining Limited ( Perseus or the Company ) is pleased to announce the launch of an institutional Placement of up to approximately A$61 million (approximately US$45 million) and a 1 for 10 pro rata accelerated non-renounceable Entitlement Offer to raise up to approximately A$41 million (approximately US$30 million) for total proceeds of up to approximately A$102 million (approximately US$75 million) (collectively the Equity Raising ).

Proceeds raised via the Equity Raising will be used to fund and accelerate Perseus’s growth strategy, which includes the development of the Sissingué Gold Project, completion of the Definitive Feasibility Study ( DFS ) at the Yaouré Gold Project and increased exploration across its operations. Funds will also be applied to working capital and general corporate purposes to ensure continued balance sheet strength and flexibility.

Development of Perseus’s Sissingué Gold Project is expected to resume in the September quarter 2016, subject to the successful completion of the Equity Raising and finalisation of a US$60 million project finance facility outlined below. The project is forecast to deliver average gold production of 75,000 ounces per annum at a Life of Mine ( LOM ) average All-In Site Cost ( AISC )[1] of US$632/oz over 5.25 years. Post the development of Sissingué, Perseus will have two cash flow positive, geographically diversified, operating mines and expects to be well placed to fund future growth projects[2] (including the Yaouré Gold Project) from internal cash flows and/or future debt facilities.

With the recent acquisition of Amara Mining plc, Perseus acquired the Yaouré Gold Project in Côte d'Ivoire, one of West Africa’s highest quality development stage projects. Yaouré has the potential for a large scale, long life and low cost gold operation. Completion of the Equity Raising will allow Perseus to undertake further

1 All-In Site Costs include all production, royalties, development and sustain capital.

2 Based on current life of mine plans, a gold price of US$1,200/oz and Perseus’s current estimates of Yaouré which may change as a result of the DFS

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Resource definition drilling, progress the definitive feasibility study ( DFS ) which is expected to be complete by mid-2017 and fund pre-development costs ahead of a development decision expected around mid-2018.

In late April 2016 Perseus revised its production and cost guidance for the half year to June 2016 due to reconciliation issues, delays in accessing fresh ore and unscheduled maintenance shutdowns at its Edikan gold mine in Ghana. Perseus has implemented remedial actions to address these issues and Edikan continues to demonstrate improvement in key operating parameters and daily gold production. The Company is expecting its FY2016 gold production to be towards the lower end of the production guidance range at between 152,000 – 157,000 ounces and AISC to be towards the upper end of the guidance range of US$1,300-$1,400/oz given the substantial ongoing capital investment and lower production levels. In line with its recently published life of mine plan for Edikan, production is expected to increase to 226,000 ounces in FY2017 and to 282,000 ounces in FY2018 while AISC costs are anticipated to fall to US$1,207/oz (production costs[3] of US$1,115/oz) and US$996/oz (production costs[3] of US$977/oz) in FY2017 and FY2018 respectively, benefiting from the capital investment incurred in FY2016/2017 including a plant upgrade, and higher grades as new ore sources are opened up by the current investment in waste stripping.

Perseus’s Managing Director and CEO Jeff Quartermaine commented, “The successful completion of the Equity Raising and finalising debt financing for Sissingué will provide Perseus with the ability to implement our growth strategy. Perseus has the opportunity to transform from a company with a single producing gold mine in Ghana into a diversified West African focussed miner with two producing operations, a very high quality development project in Yaouré Gold Project and further exploration potential. The Equity Raising will also provide us with the balance sheet flexibility to accelerate exploration and completion of the DFS at the Yaouré Gold Project. Following completion of construction at Sissingué, we expect to be in a position to fund further growth initiatives through a combination of internal cash flows and/or future debt.”

Use of Proceeds

The A$102 million gross proceeds from the Equity Raising will be applied to the following:

Proposed Use of Proceeds	A$ million4	US$ million
To provide the equity funding component of development capital for the Sissingué Gold Project	54	40
To complete the Definitive Feasibility Study at the recently acquired Yaouré Gold Project including a 42,000m drilling programme plus pre-development costs	22	16
For working capital, exploration and general corporate purposes to ensure continued balance sheet strength and flexibility during a period of increased growth spend	26	19
Total	102	76

Financing Update

Perseus has mandated Macquarie Bank and BNP Paribas to provide a project debt facility of US$60 million to fund the balance of the US$100 million Sissingué capital development cost.

Bank technical due diligence is underway, site visits have been undertaken and an indicative term sheet has been commercially agreed (including a requirement for 100,000 ounces of hedging at US$1,200/oz or higher). Macquarie Bank has been a long term lender to Perseus and has a good understanding of the Edikan operation. Credit approval and documentation are anticipated to be completed in the coming months.

3 Production costs reflect All-In Site Costs excluding sustaining capital.

4 An assumed A$/US$ exchange rate of 0.74 used to convert from US$ to A$ values.

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Macquarie Bank has provided Perseus Mining Limited with an early hedge facility of 100,000 ounces. 50,000 ounces of forward gold sales have been put in place at US$1,307.45/oz. The execution of this hedging greatly reduces the price risk for completion of the financing.

Subject to the successful completion of the Equity Raising and finalising of these debt arrangements, the development of the Sissingué Gold Mine will be fully funded.

Equity Raising

Perseus is undertaking a A$102 million Equity Raising at a price of A$0.50 per share, which, represents (as at market close on the ASX on Monday, 20 June 2016) a:

9.4% discount to TERP[5 ] of A$0.552; and
11.5% discount to the last closing price of A$0.565; and
14.3% discount to the 5 day VWAP on ASX of A$0.583.

The Equity Raising is comprised of:

the Placement of up to approximately 122 million new shares to sophisticated and institutional investors at the Equity Raising price of A$0.50 per new share ( New Shares ), to raise up to approximately A$61 million; and
the Entitlement Offer to raise up to approximately A$41 million, comprised of:
an accelerated institutional entitlement offer ( Institutional Entitlement Offer ); and
a retail entitlement offer ( Retail Entitlement Offer ).

New Shares will rank pari passu with existing shares on issue.

Perseus has appointed Macquarie Capital (Australia) Limited as Sole Lead Manager and Bookrunner to the Equity Raising. Arlington Group Asset Management Limited has been appointed as Co-Lead Manager (Europe).

Placement and Institutional Entitlement Offer

Eligible institutional shareholders with registered addresses in the offering jurisdictions will be invited to participate in the Placement and Institutional Entitlement Offer, which is being conducted between Monday, 20 June 2016 and Wednesday, 22 June 2016. Eligible shareholders can choose to take up all, part or none of their entitlement. As the Entitlement Offer is non-renounceable, entitlements cannot be traded.

Together with the Placement, institutional entitlements that eligible institutional shareholders do not take up by the close of the Institutional Entitlement Offer, and institutional entitlements that would otherwise have been offered to ineligible institutional shareholders, will be offered to Eligible Institutional Shareholders who apply for New Shares in excess of their entitlement, as well as to certain other eligible institutional investors.

Retail Entitlement Offer

Eligible retail shareholders with retail addresses in Australia and New Zealand will be invited to participate in the Retail Entitlement Offer at the same price as the Placement and Institutional Entitlement Offer. The Retail

5 The Theoretical Ex-Rights Price ( TERP ) is the theoretical price at which Perseus shares should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which shares trade immediately after the ex-date for the entitlement offer will depend on many factors and may not equate to TERP. The TERP includes New Shares to be issued under the Placement.

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Entitlement Offer will open on 27 June 2016 and close at 5:00pm (AEST) on 15 July 2016. Applications will not be accepted for additional New Shares in excess of an eligible retail shareholders’ entitlement.

Further information will be sent to Eligible Retail Shareholders in a booklet ( Retail Offer Booklet ) expected to be lodged with ASX and despatched on or around 27 June 2016. The Retail Offer Booklet and the accompanying personalised entitlement and acceptance form ( Application Form ) will contain instructions on how to apply. Application Forms and payments are due by no later than 5:00pm (AEST) on 15 July 2016.

In the event not all Retail Entitlements are taken up, Perseus reserves the right to place any retail shortfall securities to select institutions within 3 months following completion of the Equity Raising.

Key Dates

Key Event	Date (AEST)6
Trading halt and announcement of Equity Raising	After-market, 20 June 2016
Placement and Institutional Entitlement Offer bookbuild opens	5.30pm, 20 June 2016
Placement and Institutional Entitlement Offer bookbuild closes	12:00pm, 22 June 2016
Trading halt lifted and trading resumes on an “ex-entitlement” basis	23 June 2016
Record Date for determining Eligible Shareholders under the Entitlement Offer	9.00pm, 23 June 2016
Retail Entitlement Offer opens and Retail Offer Booklets despatched	27 June 2016
Settlement of New Shares issued under the Placement and Institutional Entitlement Offer	30 June 2016
Allotment on ASX and normal trading of New Shares issued under Placement and Institutional Entitlement offer	1 July 2016
Retail Entitlement Offer closes	5.00pm, 15 July 2016
Allotment on ASX of New Shares issued under the Retail Entitlement Offer	25 July 2016
Despatch of holding statements and normal trading of New Shares issued under Retail Entitlement Offer	26 July 2016

UK Listing Intentions

As part of the recent scrip acquisition of Amara Mining Plc, the Perseus Board committed to examine the merits of obtaining a standard listing on the official list of the UK Listing Authority. As at the date of this announcement, Perseus has not yet reached a conclusion in relation to this and will continue to consider the merits of obtaining a standard listing on the official list of the UK Listing Authority over the coming months, with the decision being influenced by the level of UK investor participation in the Equity Raising and ongoing engagement with existing and new UK and European investors.

Additional Information

Additional information regarding the Equity Raising is contained in the investor presentation released to the ASX today. The Retail Offer Booklet will be released separately and mailed to eligible retail shareholders.

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should seek appropriate professional advice before making any investment decision.

6 All times are Australian Eastern Standard Time unless otherwise specified. The above timetable is indicative only and subject to change. Perseus, in conjunction with the Sole Lead Manager, reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws.

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To discuss any aspect of this announcement, please contact:

Managing Director: Jeff Quartermaine at telephone +61 8 6144 1700 or email [email protected]; Investor Relations: Cathy Moises at telephone +61 412 196 350 or email [email protected] (Perth/Melbourne); Media Relations: Nathan Ryan at telephone +61 420 582 887 or email [email protected] (Melbourne).

This announcement has been prepared for publication in Australia and Canada and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

Competent Person Statement :

The information in this presentation that relates to Mineral Resources and Ore Reserves for Sissingué was first reported by the Company in compliance with the JORC Code 2012 in a market announcement released on 21 April 2015. The Company confirms that it is not aware of any new information or data that materially affects the information in that market announcement and that all material assumptions and technical parameters underpinning the estimates in those market announcements continue to apply and have not materially changed.

All production targets for Edikan and Sissingué referred to in this release are underpinned by estimated Ore Reserves which have been prepared by competent persons in accordance with the requirements of the JORC Code. The Company confirms that all material assumptions underpinning those production targets, or the forecast financial information derived from those production targets, in the market releases dated 19 April 2016 (Edikan) and 21 April 2015 (Sissingué) continue to apply and have not materially changed. Refer “Technical Report — Central Ashanti Gold Project, Ghana” dated 30 May 2011 and “Technical Report — Sissingué Gold Project, Côte d’Ivoire” dated 29 May 2015. Steffen Brammer and Paul Thompson, each of whom is a Qualified Person as defined in NI 43-101 and an employee of the Company, have approved the inclusion of technical and scientific information in this announcement.

Caution Regarding Forward-Looking Information :

This report contains forward-looking information which is based on the 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 of the Company believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Assumptions have been made by the Company regarding, among other things: the price of gold, continuing commercial production at the Edikan Gold Mine without any major disruption, development of a mine at Sissingué and/or Yaouré, the receipt of required governmental approvals, the accuracy of capital and operating cost estimates, 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 by the Company. Although management believes that the assumptions made by the Company and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Forwardlooking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual market price of gold, the actual results of current exploration, the actual results of future exploration, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. The Company believes that the assumptions and expectations reflected in the

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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 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. This announcement contains forward-looking information in respect of Edikan’s forecast production and average All-In Site Costs for the mine. This information supersedes the forward-looking information provided in the Company’s updated Life of Mine Plan for Edikan released on 19 April 2016 and the Investor Presentation released on 20 April 2016.

Ca ital Raisin to Fund Growth p g

Jeff Quartermaine Managing Director & CEO

20 June 2016

Not for release or distribution in the United States

ASX/TSX: PRU www.perseusmining.com

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Cautionary Statements

Nature of this document

This presentation has been prepared by Perseus Mining Limited (Perseus or Company). This presentation has been prepared in relation to a proposed accelerated pro rata non-renounceable entitlement offer (Entitlement Offer) and institutional placement (Placement together with the Entitlement Offer, the Equity Raising) of new shares to be made under section 708AA (as modified by ASIC Corporations Instruments 2016/73 and 2016/84) and section 708A of the Corporations Act 2001 (Cth) (Corporations Act). The Entitlement Offer will be made to eligible institutional shareholders and eligible retail shareholders of Perseus.

The purpose of this presentation is to provide general information about Perseus. Unless otherwise stated herein, the information in this presentation is based on Perseus’s own information and estimates. This presentation does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Perseus or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. This presentation should be read in conjunction with Perseus’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au. In attending this presentation or viewing this document you agree to be bound by the following terms and conditions.

Not an offer

This presentation is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. Any decision to purchase new shares must be made on the basis of each investor’s own investigations and inquiries into the Company on the basis of the information to be contained in the offer document to be prepared and issued to eligible investors and a review of Perseus’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au.

The retail offer booklet for the retail component of the Entitlement Offer will be available following its lodgement with ASX. Any eligible retail shareholder who wishes to participate in the retail entitlement offer should consider the retail offer booklet and Perseus’s other periodic and continuous disclosure announcements in deciding to apply for new shares under that offer. Any eligible shareholders of Perseus with a registered address in Australia or New Zealand who wishes to apply for new shares under the retail entitlement offer will need to apply in accordance with the instructions contained in the retail offer booklet and the entitlement and application form.

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The new shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States or to persons that are acting for the account or benefit of persons in the United States, unless they have been registered under the U.S Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws. This presentation and its contents must not be distributed, transmitted or viewed by any person in the United States or any jurisdiction where the distribution, transmission or viewing of this document would be unlawful under the securities or other laws of that or any other jurisdiction. See Appendices – International Offer Restrictions.

Not financial product advice

This presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire new shares and does not and will not form any part of any contract for the acquisition of new shares. Recipients of this presentation should carefully consider whether the new shares to be issued by the company are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position.

This presentation does not take into account the individual investment objectives, financial situation and particular needs of each investor or shareholder. You may wish to seek independent financial and taxation advice before making any decision in respect of this presentation. Neither Perseus nor any of its related bodies corporate is licensed to provide financial product advice in respect of Perseus’s securities or any other financial products.

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Cautionary Statements

Disclaimer

No representation or warranty, express or implied, is made by Perseus that the material contained in this presentation will be achieved or prove to be correct. Except for statutory liability which cannot be excluded, each of Perseus, its directors, officers, employees, advisers and agents expressly disclaims any responsibility for the accuracy, fairness, sufficiency or completeness of the material contained in this presentation, or any opinions or beliefs contained in this presentation, and excludes all liability whatsoever (including in negligence) for any loss or damage which may be suffered by any person as a consequence of any information in this presentation or any error or omission there from. To the maximum extent permitted by the law, Perseus disclaims any obligation to update or keep current the information contained in this presentation or to correct any inaccuracy or omission which may become apparent, or to furnish any person with any further information. Any opinions expressed in the presentation are subject to change without notice.

Determination of eligibility of shareholders for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Perseus and/or the Lead Manager. Each of Perseus and the Lead Manager and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law.

Macquarie Capital (Australia) Limited is acting as Lead Manager of the Equity Raising. Macquarie Capital (Australia) Limited has not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this presentation and there is no statement in this presentation which is based on any statement made by it or by any of its affiliates, officers or employees. To the maximum extent permitted by law, Macquarie Capital (Australia) Limited and each of its affiliates, officers, employees and advisers expressly disclaim all liabilities in respect of, and make no representations regarding, and take no responsibility for, any part of this presentation other than references to their name and make no representation or warranty as to the currency, accuracy, reliability or completeness of this presentation.

Without prejudice to the operation of the co-lead manager agreement, Arlington Group Asset Management Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Perseus and no one else in connection with the offering and will not be responsible to any person other than Perseus for providing the protections afforded to clients of Arlington for providing advice in connection with the offering or any other matter referred to herein.

Forward-Looking Statements

This presentation contains forward-looking information which is based on the 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 of the Company believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Assumptions have been made by the Company regarding, among other things: the price of gold, continuing commercial production at the Edikan Gold Mine (EGM) without any major disruption, development of a mine at the Sissingué Gold Project, the timely receipt of required governmental approvals, the accuracy of capital and operating cost estimates, the completion of a feasibility study for the Yaouré Project on its exploration and development activities, 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 by the Company. Although management believes that the assumptions made by the Company and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual market price of gold, the actual results of current exploration, the actual results of future exploration, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. 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. This presentation contains forward-looking information in respect of EGM’s forecast production and All-In Site Costs for the mine, which updates and supersedes the forward-looking information in relation to production and All-In Site Costs provided in the Company’s updated Life of Mine Plan for the EGM which was released on 19 April 2016 and the Investor Presentation released on 20 April 2016.

ASX Listing Rule and National Instrument 43-101 Compliance Note

The information in this presentation in relation to the Mineral Resource for the EGM deposits was first reported by the Company in compliance with the JORC Code 2012 in market announcements released on 27 August 2014, 4 September 2014, 20 April 2015 and updated in its 2015 Financial Statements released on 31 August 2015 and a market release on 19 April 2016. The information in this presentation in relation to the EGM Ore Reserves which were first reported by the Company in compliance with the JORC Code 2012 in a market announcement released on 20 April 2015 and updated in its 2015 Financial Statements released on 31 August 2015 and a market release on 19 April 2016. The Company confirms that it is not aware of any new information or data that materially affects the information in those market announcements and that all material assumptions and technical parameters underpinning the estimates in those market announcements continue to apply and have not materially changed.

The information in this presentation that relates to Mineral Resources and Ore Reserves for the Sissingué Gold Project (SGP) was first reported by the Company in compliance with the JORC Code 2012 in a market announcement released on 21 April 2015. The Company confirms that it is not aware of any new information or data that materially affects the information in that market announcement and that all material assumptions and technical parameters underpinning the estimates in those market announcements continue to apply and have not materially changed.

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Cautionary Statements

All production targets for the EGM and the SGP referred to in this presentation are underpinned by estimated Ore Reserves which have been prepared by competent persons in accordance with the requirements of the JORC Code. The Company confirms that all material assumptions underpinning those production targets, or the forecast financial information derived from those production targets, in the market releases dated 19 April 2016 (EGM) and 21 April 2015 (SGP) continue to apply and have not materially changed. Refer “Technical Report — Central Ashanti Gold Project, Ghana” dated 30 May 2011 and “Technical Report — Sissingué Gold Project, Côte d’Ivoire” dated 29 May 2015. Steffen Brammer and Paul Thompson, each of whom is a Qualified Person as defined in NI 43-101 and an employee of the Company, have approved the inclusion of technical and scientific information in this presentation.

Yaouré

All information in this presentation concerning the Yaouré Gold Project (YGP) are reported as Foreign Estimates as defined in the ASX Listing Rules in accordance with ASX Listing Rules 5.12.1 to 5.12.10 and as Historical Estimates as defined Canadian National Instrument 43-101 (NI 43-101) under NI 43-101. The Foreign Estimates and Historical Estimates are together referred to as “Estimates“. The Estimates for the YGP have been sourced from the following report in accordance with NI 43-101: Technical Report and Prefeasibility Study of the YGP, Côte d’Ivoire. Document No 1494400100-REP-R0001-01 from 14th May 2015.

The Estimates have been classified as Inferred, Indicated and Measured under NI 43-101. The classification categories are considered by the Company to be equivalent to the JORC categories of the same name (JORC 2012), thus the NI 43-101 compliant estimates are considered “qualifying foreign estimates“ for the purposes of the ASX Listing Rules. The Company has reviewed the relevant Technical Reports for the YGP and believes the foreign estimates were conducted in a professional and competent manner and are relevant for purposes of the Company's decision regarding these properties. However, neither the Company nor its qualified persons have completed the work necessary to verify the Estimates and the estimates should not be relied upon.

The Estimate for the YGP deposit is material to Perseus. The Mineral Resource Estimate is based on Reverse Circulation (RC) and diamond core (DD) drill holes, conducted by Amara Mining plc (Amara) since 2005. Drill holes were nominally spaced at 50x50m over the entire prospect,. A total of 630 RC holes for 59,096.65m and 405 DD holes for 116,383.35m were drilled. Resource wireframes were generated by combining manually digitzed sectional polygons. A standard block model was created with 12.5x12.5x10m parent block size and grade estimation was performed using a combination of Ordinary Kriging (OK) and Cubed Inverse Distance (ID³) algorithms, both with top-cuts applied.

The oxides of the YGP deposits have been partly mined in open pit heap leach operations by the Compagnie Minière d’Afrique (CMA) between 1999 and 2003, and between 2008 and 2011 by Amara. Historic data from drilling prior to 2005, and grade control data from the mining operations were not included in the Mineral Resource Estimate. The depletion due to mining by CMA and Amara, as well as backfilling of the historic CMA open pits have been taken into account.

Mineralogical and metallurgical test work was carried out on several ore types at variable grades. Investigations indicated that the ores are free milling and non-refractory at a grind size of approximately P80 = 75 μm. The ore is hard and amenable to direct cyanidation, with an overall gold recovery of approximately 90%.

Open pit mining using conventional drill and blast methods was adopted taking into consideration oxide and fresh material. Pits were optimised and then designed in staged cutbacks. Suitably sized mining equipment was adopted with total material movement determined based on the plant throughput rate with an elevated cut-off strategy in the early years of production to maximise grade. Owner mining was adopted.

The process plant was designed for a 6.5Mt/a capacity. The flowsheet comprised a gyratory crusher, SAG mill, ball mill, gravity concentration, thickeners, agitated leach tanks, CIP circuit, elution and electrowinning to produce doré gold bars for refining.

Infrastructure was designed to match the overall mining and processing rates, including tailings storage facility, power and water supply, camp, offices, workshops and roads. Cost estimates were completed to +/-25%. A $1,250/oz gold price was used in the evaluation.

Additional Information

A statement was made by Amara on 26 February 2016 updating the Mineral Resource and Ore/Mineral Reserve at the YGP. An incomplete draft technical report was available to Perseus, but a fully compliant NI 43-101 document had not been completed. Therefore the May 2015 NI 43-101 technical report is the basis of the Estimate.

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Cautionary Statements

Future Work

Perseus intends to complete a feasibility study on the YGP including a NI 43-101 technical report as soon as possible, with completion expected 12-15 months from commencement in April 2016. The feasibility will be focussed on increasing geological information by carrying out closer spaced drilling in targeted areas than has been completed historically. Also significant additional metallurgical testwork will be carried out, with a specific focus on comminution. The new information will be used to better define controls on mineralisation and thereby determine the tonnes and grade of the deposit with greater reliability and develop a geometallurgical model. The mining method for the deposit can then be optimised along with the mining and processing rates. The process plant design and associated infrastructure will then be finalised. Quotes will be sought from suitably experienced mining contractors to fully evaluate the option of contract mining compared to owner mining. The feasibility will be funded from funds from the Equity Raising.

Cautionary statement

The Estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified person has not completed sufficient work to classify the Estimates as current mineral resources or ore reserves in accordance with the JORC code and the Company is not treating the Estimates as current. It is uncertain that following evaluation and/or further exploration work the Estimates will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code.

US investors should note that while the Company's reserve and resource estimates comply with the JORC Code, they may not comply with Industry Guide 7, which governs disclosures of mineral reserves in registration statements filed with the US Securities and Exchange Commission. In particular, Industry Guide 7 does not recognise classifications other than proven and probable reserves and, as a result, the SEC generally does not permit mining companies to disclose their mineral resources in SEC filings. You should not assume that quantities reported as “resources” will be converted to reserves under the JORC Code or any other reporting regime or that the Company will be able to legally and economically extract them.

Competent Persons/Qualified Person Statement

The information in this presentation that relates to the reporting of Yaouré Mineral Resource Foreign Estimates is provided under ASX listing rules 5.12.2 to 5.12.7 and under Canadian National Instrument 43 101 (NI 43-101) and is an accurate representation of the available data and studies for those projects based upon information compiled and Historical Estimates by Mr Steffen Brammer, who is Member of The Australasian Institute of Mining and Metallurgy. Mr Steffen Brammer is an employee of the Company. Mr Steffen Brammer has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ and as a Qualified Person as defined in NI 43-101. Mr Steffen Brammer consents to and has approved inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this presentation that relates to the reporting of Yaouré Mineral Reserve Foreign Estimates and Historical Estimates is provided under ASX listing rules 5.12.2 to 5.12.7 and under NI 43-101 and is an accurate representation of the available data and studies for those projects based upon information compiled by Mr Paul Thompson, who is Fellow of The Australasian Institute of Mining and Metallurgy. Mr Paul Thompson is an employee of the Company and has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ and a Qualified Person as defined in NI 43-101. Mr Paul Thompson consents to and has approved inclusion in the report of the matters based on his information in the form and context in which it appears.

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Executive Summary

Perseus is undertaking an equity raising of up to approximately A$102 million (US$75 million)

Institutional placement to raise up to A$61 million (US$45 million)[1]
A pro-rata 1 for 10 accelerated non renounceable entitlement offer to raise up to approximately A$41 million (US$30 million)[1]

Application of funds raised under the Offer	A$m2	US$m
Equity funding component of development capital for the Sissingué Gold Project	54	40
Definitive Feasibility Study at the recently acquired Yaouré Gold Project including 42,000m drilling programme, plus pre- development costs	22	16
For working capital, exploration and general corporate purposes to ensure continued balance sheet strength during a period of increasedgrowth spend	26	19

The company has also mandated Macquarie Bank and BNP Paribas to provide a Sissingué project debt facility of US$60 million which, when combined with the expected equity raising proceeds, will result in the company being fully funded to complete the development of the Sissingué Gold Project
Bank technical due diligence is underway, site visits have been undertaken
Credit approval and documentation is anticipated in the coming months with draw down to follow
Post the development of Sissingué, Perseus will have two cash flow positive[3] , geographically diversified, operating mines and expects to be well placed to fund Yaouré[4] from internal cash flows and/or future debt facilities
- Note:

1 Raising size shown in US$ for illustrative purposes at an assumed A$/US$ exchange rate of 0.74

2 An assumed A$/US$ exchange rate of 0.74 used to convert from US$ to A$ values

3 Based on current life of mine plans and a gold price of US$1,200/ounce

4 Based on Perseus’s current estimates of Yaouré which may change as a result of the DFS

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Equity Raising Overview

Equity Raising to raise up to approximately A$102 million (US$75 million), comprising:
A 15% institutional placement to raise up to approximately A$61 million (US$45 million) ( Placement ); and

Offer Size & Structure

  - A 1 for 10 pro-rata accelerated non-renounceable entitlement offer to existing shareholders[1] to raise up to approximately A$41 million (US$30 million) ( **Entitlement Offer** )

Approximately 203.9 million new Perseus shares ( New Shares ) to be issued, representing ~25% of existing issued capital
The Placement shares will not be entitled to participate in the Entitlement Offer
Perseus reserves the right to place any shortfall shares under the retail component of the Entitlement Offer
● Offer price of A$0.50 per New Share, which as at 20 of June 2016 on the ASX represents a:
- 9.4% discount to TERP[2] of A$0.552
- – 11.5% discount to the last closing price of A$0.565
- – 14.3% discount to the 5 day VWAP of A$0.583 y VWAP of A$0.583 VWAP of A$0.583
Offer Pricing – 11.5% discount to the last closing price of A$0.565
– 14.3% discount to the 5 day VWAP of A$0.583 y VWAP of A$0.583 VWAP of A$0.583
● Placement and the institutional component of the Entitlement Offer to be conducted from 20 June to 22 June 2016
Timing ● Retail component of Entitlement Offer to open on 27 June 2016 and close on 15 July 2016
Ranking ● New Shares issued under the Equity Raising will rank equally with existing shares on issue ● Lead Manager and Bookrunner: Macquarie Capital (Australia) Limited
Syndicate ● Co-lead Manager (Europe): Arlington Group Asset Management Limited

Note: Raising size shown in US$ for illustrative purposes at an assumed A$/US$ exchange rate of 0.74

As at the record date of 23 June 2016
The Theoretical Ex-Rights Price ( TERP ) is the theoretical price at which Perseus shares should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equate to TERP. The TERP includes New Shares to be issued under the Placement.

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Timetable

	Time / Date (AEST1 unless otherwise stated)
Trading halt and announcement of Equity Raising	Aftermarket, Monday, 20 June 2016
Placement and Institutional Entitlement Offer book build opens	5:30pm, Monday, 20 June 2016
Placement and Institutional Entitlement Offer book build closes	12:00pm, Wednesday, 22 June 2016
Trading halt lifted and trading resumes on an “ex-entitlement” basis	Thursday, 23 June 2016
Record Date for determining Eligible Shareholders under the Entitlement Offer	9:00pm, Thursday, 23 June 2016
Retail Entitlement Offer opens and Retail Offer Booklets despatched	Monday, 27 June 2016
Settlement of New Shares issued under the Placement and Institutional Entitlement Offer	Thursday, 30 June 2016
Allotment and normal trading of New Shares issued under Placement and Institutional Entitlement offer	Friday, 1 July 2016
Retail Entitlement Offer closes	5:00pm, Friday, 15 July 2016
Allotment of New Shares issued under the Retail Entitlement Offer	Monday, 25 July 2016
Despatch of holding statements and normal trading of New Shares issued under Retail Entitlement Offer	Tuesday, 26 July 2016

Note: The above timetable is indicative only and subject to variation. Perseus and the Lead Manager reserve the right to alter the timetable at their discretion and without notice, subject to ASX Listing Rules 1. AEST refers to Australian Eastern Standard Time

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Sources and Uses (15 months from 31 March 2016 to 30 June 2017)

The Offer, combined with existing cash and proposed debt facility anticipated to fund Perseus’s growth capital until mid-2017, following which Edikan and Sissingué (once in production) expected to be strongly cashflow positive at current old rices g p

Sources1,2	A$m	US$m
Cash on hand (as at 31 March 2016)2	66	51
Equity Raising	102	76
Debt Facility	81	60




Total Sources	249	187

Uses1,2	A$m	US$m
Development of Sissingué Gold Project	135	100
Amara acquisition related costs – June Quarter 2016	9	7
Yaouré Definitive Feasibility Study including 42,000m drilling programme, pluspre-development costs	22	16
Edikan working capital requirements - June Quarter 2016	19	14
Edikan access to mining areas, plant upgrade, tailings – FY17	30	21
Exploration, Evaluation and Business Development	13	10
Remaining cash available for working capital, financing costs and general corporatepurposes	21	19
Total Uses	249	187

Note:

Values in Sources and Uses table have been rounded to whole numbers
Cash excluding bullion as at 31 March 2016. A$ cash converted to US$ at A$/US$ rate of 0.7670 as at 31 March 2016. An assumed A$/US$ exchange rate of 0.74 used to convert from US$ to A$ value for figures excluding the 31 March 2016 cash balance
Potential for further proceeds of up to A$62.9 million (US$46.5 million) from the exercise of Perseus’s 2019 warrants which provides further balance sheet flexibility – each warrant is exercisable at A$0.44
Assumes Edikan broadly cashflow neutral during FY17 at US$1,200 per ounce gold price in accordance with updated Edikan LOMP announced 19 April 2016

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Debt Funding Update

Perseus has mandated Macquarie Bank and BNP Paribas to provide a term debt facility of US$60 million on a 50/50 basis
Continues Perseus’ banking relationship with Macquarie Bank who financed Edikan
Bank technical due diligence underway, site visits have been undertaken
Credit approval and completion of documentation is anticipated in the coming months with drawdown to follow
Indicative term sheet commercially agreed including requirement for 100,000 ounces of hedging at US$1,200 per ounce or higher
Macquarie Bank has extended an early hedging line of 100,000 ounces to Perseus Mining Limited, 50,000 ounces of gold forwards have been sold so far at US$1,307.45 per ounce. This greatly reduces the price risk on finalising the finance
Assuming the successful completion of the Equity Raising, and debt drawdown, Perseus does not intend to arrange any mezzanine debt finance for Sissingué as previously indicated
Combining the Macquarie Bank/BNP Paribas debt with US$40 million of proceeds expected from the Equity Raising, the estimated cost of construction of the Sissingué Gold Mine will be fully financed

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Market Metrics

Key Information	Pre-Placement and Entitlement Offer	Post-Placement and Entitlement Offer3
Share price (A$)	0.565	n/a
Shares outstanding (m)	815.5	1019.34
Warrants outstanding (m)1	143	143
Market capitalisation (A$m)	461	5635
Cash (A$m)2	66	1686
Debt (A$m)2	-	-
Enterprise value (A$m)	394	394

Note: Market data as at 20 June 2016

143,050,770 warrants were issued as part of the Amara acquisition consideration. Each warrant is exercisable at $0.44 on or before 19 April 2019. If all remaining 143,043,484 warrants outstanding are exercised (7,286 warrants have already been exercised) Perseus will receive ~A$62.9m / US$46.5m assuming A$/US$ exchange rate of 0.74
Cash and debt as at 31 March 2016, A$ cash converted to US$ at A$/US$ rate of 0.7670 as at 31 March 2016
Pro forma assumes Equity Raising gross proceeds (pre raising costs) of A$100m
Existing shares on issue plus ~122.3m new shares issued as part of the Placement and ~81.5m new shares issued as part of the Entitlement Offer
Theoretical pro forma market capitalisation assumes pre-Placement and Entitlement Offer market capitalisation plus Placement and Entitlement Offer proceeds
Includes 31 March 2016 cash of A$66.3m plus assumed Equity Raising proceeds (pre raising costs)

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Debt
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Investment Highlights

Successful diversified West African gold producer, developer and explorer:

Producing Edikan Gold Mine, LOMP envisages average production of 222,000 ounces per annum at US$865 per ounce AISC[1] over 7.5 years providing substantial leverage to the gold price
Strong growth profile:
Sissingué Project, full scale development approved subject to financing, planned 75,000 ounces per annum at US$632 per ounce AISC
Yaouré Project, under full DFS, development decision in c.24 months

: Significant Mineral Resource inventory[2]

6.0Moz of M&I Mineral Resources, including 2.7Moz of P&P Ore Reserves (Edikan and Sissingué) , plus 5.2Moz of M&I Mineral Resources, including 3.2Moz of P&P Ore Reserves (Yaouré) (See cautionary Statement below)

Enhanced balance sheet to fund growth:

Sissingué to be fully funded post successful completion of the Equity Raising and debt draw down[3]
Perseus expects to be in a strong position to fund future growth from internal cash flows and/or debt[4]
A proven developer/operator led by an experienced management team with a clear strategic plan to improve total shareholder returns

*Cautionary statement: These estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified person has not completed sufficient work to classify these estimates as current mineral resources or ore reserves in accordance with the JORC code and the Company is not treating these estimates as current. It is uncertain that following evaluation and/or further exploration work these estimates will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code. For further information regarding the treatment of these estimates, the reader is referred to slides 3 and 5

All In Site Costs ( AISC ) include all production costs, royalties, development costs and sustaining capital
Ore Reserve and Mineral Resource figures given on 100% basis. Please refer to the Appendix of this presentation for further details regarding Perseus’s Mineral Resources and Ore Reserve 3. Subject to relevant bank credit approval and completion of debt facility documentation which is anticipated in the coming months
At current gold prices and based on current production estimates, current expectations around other operational parameters, and Perseus’s current estimates of Yaouré which may change as a result of the DFS

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Our Strategy for Creating Value for Shareholders

Drive increased productivity at Edikan through further optimisation and focussed capital investment

Unlock the value of our growth assets, Yaouré and Sissingué by bringing to production quickly and efficiently

Generate optimal shareholder value through staged development of multiple quality gold assets Finance growth through the prudent use of debt to supplement existing cash and future cash flows

Mitigate geopolitical risks through multi country projects and excellent long term incountry relationships Leverage the skills and experience of our operating team and Board to deliver successful outcomes

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A Diversified West African Development and Operational Portfolio²

Our Locations Assets Overview • Sissingué (86%)[1] Large scale gold mine in production since early 2012 M&I Mineral Resource: 0.9Moz • LOM avg. production 222,000 ounces over a Ore Reserve: 0.4Moz 7.5 year life, and AISC of $US865 per ounce Edikan • AISC anticipated to decline from US$1,3001,400 per ounce in FY16 to US$1,207 per ounce in FY17 and US$996 per ounce in FY18 per LOMP • Development ready (capex US$100 million) • LOM production 75,000 ounces per annum over a 5 year life and AISC of $US632 per Yaouré (90%)[1] Sissingué ounce • First gold anticipated by the December M&I Mineral Resource: 5.2Moz Edikan (90%)[1] 2017 quarter M&I Mineral Resource: 5.1Moz Ore Reserve: 3.2Moz • DFS now commenced on the project for Ore Reserve: 2.3Moz (See cautionary statement below) completion by June 2017 quarter Yaouré • Potential for large scale, long life, low cost production

1 Note: Ore Reserve and Mineral Resource figures given on 100% basis. Please refer to the Appendix of this presentation for further details regarding Perseus’s Mineral Resources and Ore Reserves ² Baomahun and Grumesa Projects not included in portfolio as not currently scheduled for development

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Edikan Gold Mine: The flagship of the company

Overview

Open pit gold mine in southern Ghana in operation for over 4 years
Average gold production of 222,000 ounces pa estimated over the remaining 7.5 year life
Average AISC over LOMP estimated at US$865 per ounce, significantly lower than current levels which reflect substantial capital investment
Material improvements in operation since 2015 including:
Decreased unit mining and processing costs

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Improved operating efficiency
Overcame power supply issues with additional generating capacity and third party deals
Modifying plant to reduce bottlenecks and unscheduled downtime

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Edikan June Quarter 2016 – Interim Update

June 2016 Half Year guidance

In late April 2016, June 2016 Half Year guidance revised to 75,000-90,000 ounces and full year to 152,000-167,000 due to: × Lower than anticipated reconciliation between Resource model and mill grades
× Limited fresh ore available from eastern pits due to unexpected depth of weathering
× Reduced runtime due to unscheduled maintenance shutdowns

Remedial actions to bring production back on track

Implemented rigorous grade control practices suited to geological conditions
Mined through transitional zone to access fresh ore
Increased emphasis on planned maintenance

Update

Progressive improvement in key operating parameters including head grade, throughput, run time and daily gold production
FY2016 gold production guidance affirmed at the lower end of guided range at 152,000-157,000 ounces
FY2016 AISC expected to be towards upper end of guidance range of US$1,300-US$1,400 per ounce, given lower production and fixed nature of key costs

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Edikan – the way forward

Current LOMP envisages a material increase in gold production in FY2017 compared to FY2016 with the increase in production weighted towards the second half of FY2017 as grades improve

Parameter	Units	Guidance FY2017	Guidance FY2017	Guidance FY2017	2017 per LOMP
		Dec 16 Half	Jun 17 Half	Full Year	Full Year
Gold Production	‘000 ounces	80-100	125-145	205-245	226
Production costs1	$US per ounce	1,145-1,420	950-1,080	1,030-1,210	1,115
All-In Site Costs2	$US per ounce	1,285-1,595	995-1,135	1,110-1,325	1,207

Mining to progressively transition from Fetish and Chirawewa to Esuajah North, which is forecast to become the main ore source by the December 2016 quarter
Relocation housing investment capital forecast to be largely completed by the December 2016 quarter
Two week planned shutdown in October 2016 factored into forecasts and will see the tie in of all the plant improvements and is expected to result in reduced operating costs and increased mill availability
Grades forecast to increase significantly in June 2017 half, increasing production

Notes:

Production costs reflect All-In Site Costs excluding sustaining capital

All-In Site Costs (AISC) include all production costs (including royalties), and sustaining capital

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Progressive improvement expected over the course of FY2017

Based on current LOMP significant improvements to production and AISC are expected post plant upgrade in October 2016

Gold Production (ounces)

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30,000
Plant upgrade shutdown
25,000
20,000
15,000
10,000
5,000
-
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All in site cost (US$/oz)

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2,000
Production cost Sustaining capital
1,800
1,600
1,400
1,200
1,000
800
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1.50
1.20
0.90
0.60
0.30
0.00
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Head Grade (g/t)

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10.0
8.0
6.0
4.0
2.0
-
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Strip ratio (t:t)

Note: Charts present LOMP outputs for FY2017 and are forward looking estimates.

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Edikan: Short term spend for long term gain[1 ]

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Intensive re-investment through to December 2016 including

Facilities required to access to all mining areas/mining infrastructure
Processing infrastructure (including plant improvements and power station)
Waste Stripping
Tailings Dam Lift
All capital investment included in All-In Site Cost

Edikan Capital Investment ($USM)	JuneQ16	FY17	FY18	Total
Access to all Miningareas/mininginfrastructure	4.5	10.5	0	15.0
Processinginfrastructure (including plant improvements)	6.7	7.4	2.0	16.1
Tailings Dam Lift	2.7	2.5	2.9	8.1
Other	0.2	0.5	0.5	1.2
Total Capital	14.1	20.9	5.4	40.4

Forecast spend to the end of FY18

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Edikan: Expected Strong Cash Generation from FY2018 Onwards

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Updated Life of Mine Plan – released 19 April 2016

7.5 years of production from 1 July 2016
Average annual production of 258,000 ounces for 5 years from FY2017, with average annual gold production over life of mine of 222,000 ounces
Average All-In Site Cost of US$865 per ounce over LOMP
Material reduction in sustaining capital compared to previous life of mine plan

Medium Term Expectations based on current LOMP	Units	FY17	FY18
Gold Production	‘000 ounces	226	282
All-In Site Costs1	US$ per ounce	1,207	996

All-In Site Costs (AISC) include all production costs (including royalties), development costs and sustaining capital

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Sissingué Gold Project: Near Term Growth

Overview

Development ready project in northern Côte d’Ivoire
Ore Reserves of 0.43Moz of gold (5.5Mt at 2.4g/t)
Forecast average annual production of 75,000 ounces at a LOM All-In Site Cost of US$632 per ounce
Capital payback estimated within 32 months based on US$1,200 per ounce gold price
Expected mine life of 5.25 years with potential to extend
Permitting complete and fiscal stability agreement guaranteed by the government

Project Timeline

Finalise debt and equity funding
Commence full scale development of the mine and associated infrastructure once funding is finalised
First gold production expected by the December 2017 quarter

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Post tax number

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Yaouré Gold Project: Medium Term Growth

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Overview

DFS stage development project in central Côte d’Ivoire
Measured and Indicated Mineral Resources of 5.2Moz (104.1Mt at 1.54g/t)* (see cautionary statement below)
Potential for large scale, long life, low cost production
Ideally located with excellent existing infrastructure

Next Steps

42,000 metre drilling programme planned – expected to commence in September quarter 2016
Definitive Feasibility Study (DFS) underway to be complete by June 2017 quarter
Completion of DFS, financing, Mining Convention, and execution plan estimated at 24 months

• Construction period estimated at 18 months

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Yaouré: Substantial Mineral Resource Ideally Located for Large Scale Production

Brownfield site

Grid power within 5km

Dual carriageway within 40km

Water supply within 5km

Skilled workforce

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Strong Pipeline from Exploration to Production

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Production
Edikan
Construction
Sissingué
Feasibility
Study Esuajah S.
Yaouré
Pre-Feasibility /
Mampong
Concept Study
Dadieso Grumesa Baomahun
Advanced Bélé
Bokitsi
Exploration
Mbengué Mahalé
Zouan-Hounien Nkotumso
Initial
Exploration Kounahiri Kwekutikrom
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Sierra Leone

Côte d'Ivoire

Ghana

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Material Increase in Share Price Following Amara Transaction

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Perseus one year share price performance (ASX)
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Announcement of
business combination
with Amara Mining plc
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Share price has performed strongly since announcement of Amara transaction on 29 February 2016 – transaction received strong support from both sets of shareholders
Enhanced, high quality shareholder register – strong institutional presence globally, with top 20 shareholders accounting for ~48% of the register
Further near-term catalysts expected to maintain momentum

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Key Milestones for Remainder of CY2016

Edikan capital enhancement project Current stage of the relocation housing and plant upgrade scheduled for completion in December 2016 quarter

Completion of Equity Raising and announcement of credit approval of Sissingué financing package and development decision

Expected: Early September 2016 quarter

Receipt of Yaouré environmental licence Expected: September 2016 quarter

Commencement of Yaouré 42,000m drilling programme and announcement of drilling results

Expected to commence in September 2016 quarter with results throughout September and December 2016 quarters

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Perseus: Transforming into a Mid-Tier Gold Producer

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Successful West African-focused gold
producer
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Producing mine and strong
development pipeline
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Large Ore Reserve and Mineral
Resource inventory
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Experienced Board with clear strategy for growth

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Robust balance sheet – strong cash
position and no debt
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Key Risks

There are a number of risks, both specific to the Company and of a general nature, which may, either individually or in combination, affect the future operational and financial performance of the Company and the value of its securities. These include risks that are widespread and associated with any form of business and specific risks associated with the Company’s business and its involvement in the exploration and mining industry generally and in West Africa in particular. While most risk factors are largely beyond the control of the Company and its directors, the Company will seek to mitigate the risks where possible. An investment in the Company’s shares is considered to be speculative due to the nature of the Company’s business and the present stage of its development.

The Company has identified the following non-exhaustive list of some of the major risk factors which you need to be aware of in evaluating the Company’s business and investing in securities. There is no guarantee that other factors will not affect the Company in the future. For more a more detailed set of risk factors that may affect the Company, please refer to the Company’s Annual Information Form dated 25 September 2015 which is available on the Company’s website www.perseusmining.com.

Price of Gold

Changes in the market price of gold, which in the past has fluctuated widely, will affect the profitability of the Company’s operations and its financial conditions. The viability of the Company’s projects and the Company’s cash flow, and profitability will depend on the market price of gold.

A decline in the market price of gold below the prices used in the Company’s economic analysis for any sustained period would have a material adverse impact on the Company’s projects and anticipated future operations to the extent that the gold price that the Company receives has not been fixed through gold price hedging. Such a decline could also have a material adverse impact on the ability of the Company to finance the exploration and development of its existing and future mineral projects and may also impact operations by requiring a reassessment of the feasibility of a particular project. Specifically, the Company’s cash flow and profitability of the EGM and the viability of the SGP and the YGP are dependent on the price of gold among other things.

Production, Cost and Life-Of-Mine Estimates

Failure to achieve life-of-mine estimates of production and costs for the EGM could have an adverse impact on future cash flows, profitability, results of operations and financial condition of the Company. The Company’s actual production, costs and productive life may vary from estimates for a variety of reasons, including actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics.

Third Party Funding may be required

The Company may require third party financing for the development of the SGP and YGP or other projects. The success and the pricing of any such capital raising and/or additional debt financing will be dependent upon the prevailing market conditions at that time to attract potentially significant amounts of additional 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 alter the Company’s strategic plans.

Risks Related to the Potential Development of the SGP

Should the Company proceed to develop the SGP its ability to do so is subject to many risks and uncertainties. These include normal construction and commissioning risks including the risk of a funding shortfall arising from a material over run in capital costs. There can be no assurance that the SGP will be able to be successfully or economically developed or that it will not be subject to risks described above or other risks.

Risks Related to the Potential Development of the YGP

There is a risk that work performed as part of the Definitive Feasibility Study of the YGP will generate different results to work previously performed by Amara. These changes may or may not impact the economics, scale or capital required for the project. Should the Company decide to develop the YGP its ability to do so is subject to many risks and uncertainties. These include obtaining and maintaining various permits and approvals from governmental authorities, securing required surface and other land rights, finding or generating suitable sources of power and water, potential resistance from stakeholders and other interested parties, political and social risk, confirming the availability and suitability of appropriate local area infrastructure.

There can be no assurance that the YGP will be able to be successfully or economically developed or that they will not be subject to risks described above or other risks.

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Key Risks

Operating Cost Increases at the EGM

Costs at the EGM are affected by labour costs and the price of input consumables, such as fuel and electricity, as well as explosives, tyres, and spare parts which influence escalation of contract mining costs. Any increases in the prices of input consumables or labour rates could make production less profitable. A material increase in costs at the EGM could have a significant effect on Perseus’s profitability and operating cash flow.

Sustaining and Increasing Production Levels

The Company’s ability to maintain its current production or increase annual production and generate revenues therefrom beyond current forecasts will depend significantly upon its ability to discover or acquire and to successfully bring new mines into production and to expand mineral reserves at the EGM.

Operational Risks

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, access restrictions 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.

Political Stability and Security Concerns in West Africa

The Company conducts exploration, development and operating activities in West Africa. The Company’s properties may be subject to the effects of political changes, war and civil conflict, terrorist activities, changes in government personnel and policy, nationalisation or expropriation of property, cancellation or modification of contractual rights, foreign exchange restrictions, restrictions on the repatriation of money, lack of law enforcement, unlawful occupation of mining areas and illegal gold mining, labour unrest, the creation of new laws and other risks arising out of governmental sovereignty. These changes may impact the profitability and viability of its properties.

The Effectiveness of Perseus’s Gold Price Hedging Policies

The Company currently has certain gold price hedging arrangements in place and may in the future be required or choose to enter into further gold price hedging arrangements. Although gold price hedging activities may protect the Company in certain instances, they may also limit the price that can be realized on the proportion of recovered metal that is subject to any hedges, in the event that the market price for gold exceeds the hedge contract price.

Currency Fluctuations

The Company pays for goods and services in U.S. dollars, Australian dollars, Ghanaian cedis and CFA francs and the Company receives the proceeds of the sale of gold in US dollars, and financings in Australian, Canadian and U.S. dollars. As a result of the use of these different currencies, the Company is subject to foreign currency fluctuations which may affect the Company’s costs, margins, cash flow, profitability, results and financial position. The Company has not entered into any derivative financial instrument to hedge such fluctuations.

Environmental Risks and Hazards

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.

Environmental hazards, currently unknown to the Company, may exist on or adjacent to its projects. The Company may be liable for losses associated with such hazards, or may be forced to undertake extensive remedial clean-up action or to pay for governmental remedial clean-up actions, even in cases where such hazards have been caused by previous or existing owners or operations of project land, or by past or present owners of adjacent properties or natural conditions. The costs of such clean-up actions may have a material adverse impact on the Company’s operations and profitability.

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Key Risks
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Permitting and Licencing

The Company’s mining, development and 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 Sierra Leone Government has issued a notice that the Baomahun mining lease may be withdrawn due to Amara’s failure to commence its development plan in time. Perseus is in correspondence with the government regarding an extension to the period for completion of the development work and retention of the lease.

Exploration Risks

The exploration for and development of mineral deposits is speculative and involves significant risks. 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. 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.

Governmental Regulation of the Mining Industry including changes to fiscal regime

Amendments to current laws, regulations and permits governing operations and activities of mining companies in the jurisdictions where the Company operates, 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.

Uncertainty in the Estimation of Mineral Resources and Ore Reserves

The mineral resources and ore reserves contained in this presentation 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 ore 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 ore reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of mineral resources and ore 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.

Depletion of Ore Reserves

Ore reserves depleted by production must be continually replaced to maintain production levels over the long term. There is no assurance that current or future exploration programs will result in any new commercial mining operations or yield new reserves to replace or expand current reserves.

Land Title

Title to, and the area of, mineral concessions may be disputed. Land use for mineral exploitation activities is also subject to reaching satisfactory agreement with local communities on various matters. There can be no assurances that the Company’s title interests will not be challenged or impugned by third parties.

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Key Risks

Insurance and Uninsured Risks

Although the Company maintains insurance to protect against certain risks in such amounts as it considers 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.

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 operation, development and exploration activities, and hence its success, will depend in large part on the efforts of these individuals.

Litigation

Companies operating in all industries, including the mining industry, are subject to legal claims, that do or do not possess merit. The Company is subject to such litigation risks. Defence and settlement costs in the event of an unsuccessful defence of such legal claims, may or may not be substantial and may or may not affect its financial position, its financial results or its operations.

In this regard, Perseus notes the litigation inherited following the completion of the merger with Amara Mining plc (Amara) relating to Amara’s Burkina Faso operations. The matter relates to a claim brought by Bayswater Construction & Mining Burkina sarl (BCM), the mining contractor for Amara Mining plc’s Burkinabé subsidiaries’ historic mining operations which were conducted until mid-2014 against Amara in 2014 in Burkina Faso for Amara’s involvement in the non-payment of invoices by its subsidiaries and subsequent damages in a total amount of approximately US$22 million. Subsequent to the claim, about US$8 million was paid to BCM as a result of the liquidation of one of the Amara subsidiaries. Perseus is currently assessing the merits of the claim and formulating Perseus’s strategy and potential defences.

Stock Exchange Prices

There can be no assurance that an active market for the ordinary shares will be sustained. 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 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.

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Contact Us

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ASX/TSX: PRU www.perseusmining.com

Jeff Quartermaine Managing Director & CEO +61 8 6144 1700

Cathy Moises Investor Relations (Australia) +61 412 196 350 [email protected]

Nathan Ryan Media Relations (Australia) +61 420 582 887

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APPENDICES

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Experienced Board with Complementary Skillset

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Reginald Gillard Non-Executive Chairman

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Jeff Quartermaine Managing Director and CEO

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Colin Carson Executive Director

More than 30 years’ experience in accounting More than 25 years’ experience in financial and Director of numerous Australian public and corporate finance. Chairman of Platina management roles in resources companies. companies since the 1980s. Overseas joint Resources and former Chairman of Aspen Certified Practising Accountant with business venture negotiations and corporate and legal Group. management & engineering qualifications. matters for Perseus. Ghana Sean Harvey John McGloin Alex Davidson Mike Bohm Non-Executive Non-Executive Non-Executive Non-Executive Director Director Director Director Significant management and Geologist by background who led Highly awarded exploration Experienced mining professional M&A experience within public & the top rated Extel mining team in geologist with over 25 years with extensive corporate and private management companies, London before returning to experience, and multiple board operational and management including Orvana Minerals, industry as CEO of Amara Mining. positions including Yamana, Orca experience across the resources Samara Gold and TVX Gold. Gold and Capital Drilling. sector.

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Edikan Mineral Resources and Reserves*

5.1Moz of gold

in Measured & Indicated Mineral Resources (144.8Mt at 1.1g/t)

INCLUDING PLUS

2.3Moz of gold

2.0Moz of gold

in Proven in Inferred & Probable Reserves Mineral Resources (58.4Mt at 1.2g/t) (61.4Mt at 1.0g/t)

As at 1 March 2016

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Edikan Mineral Resources and Reserves*

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INCLUDING
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As at 1 March 2016

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Sissingué Mineral Resources and Reserves*

880koz of gold

in Measured & Indicated Mineral Resources (16.0Mt at 1.7g/t)

INCLUDING PLUS 429koz of gold 63koz of gold in Proven in Inferred & Probable Reserves Mineral Resources (5.5Mt at 2.4g/t) (1.1Mt at 1.7g/t)

*As at 30 June 2015

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Sissingué Mineral Resources and Reserves*

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INCLUDING
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As at 30 June 2015

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Yaouré Mineral Resources and Reserves[1,2 ]

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5.2Moz of gold

in Measured & Indicated Mineral Resources (104.1Mt at 1.5g/t) (see cautionary statement below)

INCLUDING PLUS

3.2Moz of gold 2.2Moz of gold in Proven in Inferred & Probable Reserves Mineral Resources (62.3Mt at 1.6g/t) (47.7Mt at 1.4g/t)

Cautionary statement: These estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified person has not completed sufficient work to classify these estimates as current mineral resources or ore reserves in accordance with the JORC code and the Company is not treating these estimates as current. It is uncertain that following evaluation and/or further exploration work these estimates will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code. For further information regarding the treatment of these estimates, the reader is referred to slides 3-5.
As at 24 November 2015

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Yaouré Mineral Resources and Reserves[1,2 ]

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Cautionary statement: These estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified person has not completed sufficient work to classify these estimates as current mineral resources or ore reserves in accordance with the JORC code and the Company is not treating these estimates as current. It is uncertain that following evaluation and/or further exploration work these estimates will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code. For further information regarding the treatment of these estimates, the reader is referred to slides 3-4.
As at 24 November 2015

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International Offer Restrictions

This presentation does not constitute an offer of new ordinary shares (New Shares) of the Company in any jurisdiction in which it would be unlawful. In particular, this presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

European Economic Area - Germany, Luxembourg and Spain

The information in this presentation has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC (Prospectus Directive), as amended and implemented in Member States of the European Economic Area (each, a Relevant Member State), from the requirement to publish a prospectus for offers of securities.

An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in the Relevant Member State:

To any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments;
To any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least €20,000,000; (ii) annual net turnover of at least €40,000,000 and (iii) own funds of at least €2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);
To any person or entity who has requested to be treated as a professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2004/39/EC, MiFID); or
To any person or entity who is recognised as an eligible counterparty in accordance with Article 24 of the MiFID.

France

This presentation is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq . of the General Regulation of the French Autorité des marchés financiers (AMF). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This presentation and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed (directly or indirectly) to the public in France. Such offers, sales and distributions have been and shall only be made in France to qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2, D.411-1, L.533-16, L.533-20, D.533-11, D.533-13, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

Hong Kong

WARNING: This presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register this presentation or to permit the distribution of this presentation or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this presentation, you should obtain independent professional advice.

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International Offer Restrictions

Malaysia

This presentation may not be distributed or made available in Malaysia. No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to any offer of New Shares. The New Shares may not be offered or sold in Malaysia except pursuant to, and to persons prescribed under, Part I of Schedule 6 of the Malaysian Capital Markets and Services Act.

Mauritius

In accordance with The Securities Act 2005 of Mauritius, no offer of the New Shares may be made to the public in Mauritius without the prior approval of the Mauritius Financial Services Commission. Accordingly this offer is being made on a private placement basis only and does not constitute a public offering. As such, this presentation has not been approved or registered by the Mauritius Financial Services Commission and is for the exclusive use of the person to whom it is addressed. The presentation is confidential and should not be disclosed or distributed in any way without the express written permission of the Company.

New Zealand

This presentation has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act).

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the FMC Act and the Securities Act (Overseas Companies) Exemption Notice 2013.

Other than in the entitlement offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

Is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
Meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
Is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
Is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
Is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Singapore

This presentation and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this presentation and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This presentation has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this presentation immediately. You may not forward or circulate this presentation to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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International Offer Restrictions

Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This presentation has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this presentation nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to regulated financial intermediaries such as banks, securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations.

Neither this presentation nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this presentation will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This presentation is personal to the recipient only and not for general circulation in Switzerland.

United Kingdom

Neither the information in this presentation nor any other document relating to the Equity Raising has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in respect of the New Shares.

This presentation and the Equity Raising are only addressed to and intended for distribution only in the United Kingdom to persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC)" (Qualified Investors) and are directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the FPO), (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to communicate the Offer (all such persons together being referred to as "Relevant Persons"). This presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not qualified investors. Any investment or investment activity to which this presentation relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.

United States

This presentation has been prepared for publication in Australia and may not be released or distributed in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

4 Additional information

4.1 Offer management

The Company and the Lead Manager have entered into the Offer Management Agreement in respect of the Placement and Entitlement Offer on normal commercial terms.

Customary with these types of arrangements:

(a) the obligations of the Lead Manager are subject to the satisfaction of certain conditions precedent documented in the Offer Management Agreement;
(b) the Company and the Lead Manager have given certain representations, warranties and undertakings in connection with (amongst other things) the Equity Raising;
(c) the Company has agreed, subject to certain carve outs, to indemnify the Lead Manager, its affiliates and related bodies corporate, and its directors, officers and employees (including the directors, officers and employees of its affiliates and related bodies corporate) against all claims, demands, expenses and liabilities arising out of or in connection with the Equity Raising;
(d) the Lead Manager may (in certain circumstances, having regard to the materiality of the relevant event) terminate the Offer Management Agreement and be released from its obligations under it or on the occurrence of certain events, including but not limited to:
(i) the Company is removed from the official list of the ASX or TSX, its Shares are suspended from quotation on the ASX or TSX, or approval for quotation of the New Shares is not given by ASX or TSX;
(ii) any of the offer documents (including this Retail Offer Booklet and all the ASX announcements made by the Company in connection with the Equity Raising) is or becomes false, misleading or deceptive (including by omission) in a material respect, or the offer documents omit any material information they are required to contain;
(iii) the gold price in US dollars is 10% or more below the level as at the close of business on the day prior to the date of the Offer Management Agreement for two consecutive business days;
(iv) the ASX/S&P 200 index is 10% or more below the level as at the close of business on the day prior to the date of the Offer Management Agreement for two consecutive business days;
(v) there is a general moratorium on commercial banking activities in Australia and certain other jurisdictions or a suspension or material limitation in trading securities on the ASX;
(vi) there are certain delays in the timetable for the Equity Raising without the Lead Manager’s consent;
(vii) there is an adverse change in the assets, liabilities, financial position or performance, profits or prospects of the Company and its subsidiaries;
(viii) the Company or a material subsidiary becomes insolvent; and

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(ix) the Company withdraws an offer document or indicates it does not intend to proceed with the Equity Raising.

The Company must pay the Lead Manager’s fees and expenses on normal market terms. The Company has also agreed to pay a fee to the Co-lead Manager for its role in the Equity Raising. The Lead Manager on behalf of the Company has appointed the Colead Manager to assist with the Placement and Entitlement Offer. The Co-lead Manager’s appointment may only be terminated by the Lead Manager.

Neither the Lead Manager nor any of its respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents have authorised or caused the issue of, and take no responsibility for, this Retail Offer Booklet. To the maximum extent permitted by law, the Lead Manager and its respective related bodies corporate and affiliates and each of their respective directors, officers, partners, employees, representatives or agents exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this information being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. Neither the Lead Manager nor any of its respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents make any recommendations as to whether you or your related parties should participate in the Entitlement Offer, nor do they make any representations or warranties to you concerning this Entitlement Offer or any such information, and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager or any of its respective related bodies corporate and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Shares or the Entitlement Offer generally.

4.2 What effect will the Entitlement Offer have on the control of the Company?

The potential effect of issue of the New Shares under the Equity Raising on the control of the Company, and the consequences of that effect, is dependent on a number of factors, including the extent to which Eligible Retail Shareholders participate in the Retail Entitlement Offer and existing shareholdings.

As the Entitlement Offer is a pro rata issue, and given the current level of holdings of substantial holders (based on substantial holder notices that have been given to the Company and lodged with ASX before the date the Entitlement Offer was announced), the Equity Raising is not expected to have any material effect on the control of the Company and, as a result, there are not expected to be any consequences flowing from that effect.

4.3 Pro-forma statement of financial position

The audit reviewed statement of financial position as at 31 December 2015 and the unaudited pro-forma statement of financial position of the Company as at 31 March 2016 shown below has been prepared on the basis of the accounting policies normally adopted by the Company. The pro-forma information has been prepared on the assumption that all proposed New Shares pursuant to the Equity Raising are issued and in order to reflect the changes to the Company’s financial position following completion of the Equity Raising

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The pro-forma financial information is presented in an abbreviated form, in so far as it does not include all of the disclosures statements or comparative information required by Australian Accounting Standards applicable to annual financial statements.

The financial information should be read in conjunction with the Company’s Interim Financial Report for the Half-Year ended 31 December 2015 as well as its unaudited interim consolidated financial statements for the three and nine months ended 31 March 2016. It should also be read in conjunction with the risk factors described in the Presentation in section 3 of this Retail Offer Booklet, as well as the policies of the Company as disclosed in their most recent financial reports.

	31-Dec-15	31-Dec-15	31-Mar-16	31-Mar-16	31-Mar-16	31-Mar-16
					Pro-forma
	(Audit Review)		(Unaudited)		(Unaudited)
	$		$		$
CURRENT ASSETS
Cash and cash equivalents		94,641		66,298	168,198
Receivables		29,838		39,052		39,052
Inventories		46,445		45,141		45,141
Prepayments		6,250		4,476		4,476
Derivative financial instruments		35,328		3,679		3,679
TOTAL CURRENT ASSETS	212,502		158,646		260,546

NON-CURRENT ASSETS
Receivables		12,968		12,345		12,345
Inventories		-		9,495		9,495
Available for sale assets		1,714		2,320		2,320
Plant and equipment	215,267		223,475		223,475
Mine properties	233,259		221,193		221,193
Exploration and evaluation costs		41,717		41,919		41,919
TOTAL NON-CURRENT ASSETS	504,925		510,747		510,747

TOTAL ASSETS	717,427		669,393		771,293

CURRENT LIABILITIES
Trade and other payables		47,566		52,785		52,785
TOTAL CURRENT LIABILITIES		47,566		52,785		52,785

NON-CURRENT LIABILITIES
Provisions		12,396		11,822		11,822
Deferred tax liability		64,333		52,844		52,844
TOTAL NON-CURRENT LIABILITIES		76,729		64,666		64,666

TOTAL LIABILITIES	124,295		117,451		117,451

NET ASSETS	593,132		551,942		653,842

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	31-Dec-15	31-Mar-16	31-Mar-16
			Pro-forma
EQUITY
Issued capital	476,427	476,427	573,927
Retained earnings	84,666	66,810	66,810
Reserves	20,542	(913)	(913)
Non-controlling interest	11,497	9,618	9,618
TOTAL EQUITY	593,132	551,942	649,442

4.4 Notes and assumptions

The key assumptions on which the pro-forma statement of financial position set out in section 4.3 is based are as follows:

(a) The audit reviewed 31 December 2015 statement of financial position has been adjusted for actual transactions to 31 March 2016, as shown in the 31 March 2016 unaudited column above.
(b) The Company issues 122.3 million New Shares at $0.50 per Share pursuant to the Placement. The issue under the Placement will raise approximately $61.2 million, before costs.
(c) The Company issues 66.1 million New Shares at $0.50 per Share pursuant to the Institutional Entitlement Offer. The issue under the Institutional Entitlement Offer will raise approximately $33.1 million, before costs.
(d) The Company issues 15.4 million New Shares at $0.50 per Share pursuant to the Retail Entitlement Offer. The issue under the Retail Entitlement Offer will raise approximately $7.7 million, before costs.
(e) The Company incurs total transaction costs of $4.4 million for the issue of New Shares under the Equity Raising, which have been recognised directly against the share capital, as a reduction of the proceeds of the Equity Raising. The estimated transaction costs include approximately $4.1 million in management fees in respect to the Equity Raising.
(f) The accounting policies adopted in the preparation of the pro forma statement of financial position are consistent with the accounting policies adopted and described in the Company’s financial report for the year ended 30 June 2015 and should be read in conjunction with that financial report.
(g) The Company suffers no materially adverse event.
(h) No Warrants are exercised before the Closing Date.

4.5 Warrants and performance rights on issue

The Company currently has the following Warrants on issue:

Number	Exercise Price	Expiry Date
143,043,484	$0.44	19 April 2019

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The Company currently has the following performance rights on issue:

Number	End of measurement period
3,812,500	31 December 2016
1,500,000	Half on 30 June 2016
	Half on 31 December 2017
5,525,000	30 June 2017
500,000	30 June 2018

4.6 Reconciliation

The Entitlement Offer is a complex process and in some instances investors may believe they own more Existing Shares than they actually do or are otherwise entitled to more New Shares than initially offered to them. These matters may result in a need for reconciliation. If reconciliation is required, it is possible that the Company may need to issue additional New Shares to ensure that the relevant Shareholders receive their appropriate allocation of New Shares. The price at which these additional New Shares would be issued is not known but would be no lower than the Offer Price.

The Company reserves the right to reduce the size of an Entitlement or number of New Shares allocated to Eligible Institutional Shareholders or Eligible Retail Shareholders, or persons claiming to be Eligible Institutional Shareholders or Eligible Retail Shareholders or other applicable investors, if the Company believes in its complete discretion that their claims are overstated or if they or their nominees fail to provide information requested to substantiate their claims. In that case, the Company may, in its discretion, require the relevant Shareholder to transfer excess New Shares to the Lead Manager at the Offer Price per New Share. If necessary, the relevant Shareholder may need to transfer existing Shares held by them or to purchase additional Shares on-market to meet this obligation. The relevant Shareholder will bear any and all losses caused by subscribing for New Shares in excess of their Entitlement and any actions they are required to take in this regard.

By applying under the Retail Entitlement Offer, those doing so irrevocably acknowledge and agree to do the above as required by the Company or the Lead Manager. Those applying acknowledge that there is no time limit on the ability of the Company or the Lead Manager to require any of the actions set out above.

4.7 Taxation consequences

The taxation implications associated with participating in the Retail Entitlement Offer and receiving New Shares will vary depending upon the individual circumstances of individual Eligible Shareholders. Eligible Shareholders should obtain their own professional advice before deciding whether to invest.

The Company considers that it is not appropriate for it to give advice regarding the tax consequences of subscribing for New Shares under this Retail Offer Booklet or the subsequent disposal of any New Shares.

The Company does not accept any responsibility in this regard and recommends that you consult with your professional tax adviser in connection with the Retail Entitlement Offer.

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4.8 Notices to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold existing Shares, provided the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

Nominees and custodians who hold Shares as nominees or custodian will have received, or will shortly receive, an e-mail from the Share Registry. Nominees and custodians should consider carefully the contents of that e-mail and note in particular that the Retail Entitlement Offer is not available to:

(a) beneficiaries on whose behalf they hold existing Shares who would not satisfy the criteria for an Eligible Retail Shareholder;
(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);
(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement Offer; or
(d) Shareholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

In particular, persons acting as nominees for other persons may not take up Entitlements on behalf of, or send any documents relating to the Retail Entitlement Offer to any person in the United States or other jurisdiction outside Australia or New Zealand except to beneficial shareholders who are institutional or professional investors in the countries (excluding the United States) listed in, and to the extent permitted under, the "International Offer Restrictions" section of the Appendices to the Presentation included in Section 3 of this Retail Offer Booklet.

The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with the applicable foreign laws. For further information, see the “International Offer Restrictions” section of the Appendices to the Presentation included in Section 3 of this Retail Offer Booklet.

4.9 Foreign selling restrictions

This Retail Offer Booklet and accompanying Entitlement and Acceptance Form do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

No action has been taken to register or qualify the New Shares, or to otherwise permit a public offering of New Shares outside Australia.

The distribution of this Retail Offer Booklet in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons who come into possession of this document outside Australia and New Zealand should observe any such restrictions. A failure to comply with these restrictions may constitute a violation of applicable securities laws.

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For more information, see the "International Offer Restrictions" section of the Appendices to the Presentation included in Section 3 of this Retail Offer Booklet.

It is the responsibility of any Applicant to ensure compliance with any laws of the country relevant to their application. Return of a duly completed Entitlement and Acceptance Form and/or payment of Application Money will be taken by the Company to constitute a representation that there has been no breach of such laws.

New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

This Retail Offer Booklet has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This Retail Offer Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

4.10 Privacy

The information about Applicants included on an Entitlement and Acceptance Form is used for the purposes of processing the Entitlement and Acceptance Form and to administer the Applicant’s holding of New Shares. By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the form for the purposes set out in this privacy statement and may disclose it for those purposes to the Lead Manager, the Share Registry and the Company’s related bodies corporate, agents and contractors and third party service providers, including mailing houses and professional advisers, and to ASX and other regulatory authorities.

The Corporations Act requires the Company to include information about each Shareholder (including name, address and details of the Shares held) in the Register. The information contained in the Register must remain there even if that person ceases to be a Shareholder. Information contained in the Register is also used to facilitate payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company wishes to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

Under the Privacy Act 1988 (Cth), you may request access to your personal information held by, or on behalf of, the Company or the Share Registry. A fee may be charged for access.

Personal information about you is held on the public register in accordance with Chapter 2C of the Corporations Act. For details about the Share Registry’s personal information handling practices including collection, use and disclosure, how you may access and correct your personal information and raise privacy concerns, visit www.computershare.com/au for a copy of the Share Registry’s condensed privacy statement, or see the privacy statement noted at the bottom of the Entitlement and Acceptance Form. Contact the Share Registry by phone on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) from 8.00 am to 5.00 pm (Perth time)

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Monday to Friday (excluding public holidays) to request a copy of the complete privacy policy.

4.11 Not investment advice

The Entitlement Offer to which this information relates complies with the requirements of section 708AA of the Corporations Act as notionally modified by Corporations Instruments 2016/84 and 2016/73.

This Retail Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not investment advice and does not take into account your investment objectives, financial situation, tax position and particular needs. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your personal circumstances (including financial and taxation issues) and seek professional guidance before deciding whether to invest.

4.12 Governing law

This Retail Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of applications are governed by the laws applicable in Western Australia, Australia.

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5 Definitions

Applicant	A person who makes an Application
Application	An application to subscribe for New Shares under this Retail
	Offer Booklet
Application Money	Money paid by Applicants for Applications
ASIC	The Australian Securities and Investments Commission
ASX	ASX Limited ACN 008 624 691 or the Australian Securities
	Exchange, as applicable
Board	The board of Directors
Closing Date	5.00 pm (AEST) on Friday, 15 July 2016, or such other date
	set by the Company
Co-lead Manager	Arlington Group Asset Management Limited
Company	Perseus Mining Limited ACN 106 808 986
Corporations Act	Corporations Act 2001(Cth)
Director	A director of the Company
Eligible Institutional	In accordance with sections 708(8) and (11) of the
Shareholder	Corporation Act, respectively, a sophisticated or professional
	Shareholder on the Record Date who is:
	 not an Ineligible Institutional Shareholder; and
	 a Shareholder who has successfully received an
	invitation from the Lead Manager to participate in the
	Institutional Entitlement Offer (either directly or
	through a nominee)
Eligible Retail	A Shareholder on the Record Date who has a registered
Shareholder	address in Australia or New Zealand and is not an:
	 Ineligible Retail Shareholder; or
	 Ineligible Institutional Shareholder,
	and who did not receive an offer in relation to all of their
	Existing Shares under the Institutional Entitlement Offer
Entitlement	The entitlement to subscribe for 1 New Share for every 10
	Existing Shares held by the Eligible Retail Shareholder on the
	Record Date. The entitlement of each Eligible Retail
	Shareholder is shown on their Entitlement and Acceptance
	Form
Entitlement and	The personalised entitlement and acceptance form
Acceptance Form	accompanying this Retail Offer Booklet

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Entitlement Offer	The 1 for 10 pro rata accelerated non-renounceable
	entitlement offer of New Shares each at the Offer Price,
	comprising the Institutional Entitlement Offer and the Retail
	Entitlement Offer
Equity Raising	The Placement and the Entitlement Offer
Existing Shares	Shares on issue at the Record Date
Ineligible Institutional	Any institutional Shareholder who is not an Eligible
Shareholder	Institutional Shareholder and who is not otherwise eligible to
	participate in the Retail Entitlement Offer
Ineligible Retail	A Shareholder (or beneficial holder of Shares) other than an
Shareholder	Eligible Institutional Shareholder or an Ineligible Institutional
	Shareholder on the Record Date with a registered address
	outside Australia and New Zealand or any other jurisdiction
	the Company and the Lead Manager agree to whom ASX
	Listing Rule 7.7.1(a) applies
Institutional	The institutional component of the Entitlement Offer
Entitlement Offer	conducted on 21 June and 22 June 2016 that was available to
	Eligible Institutional Shareholders
Lead Manager	Macquarie Capital (Australia) Limited
Listing Rules	The official listing rules of ASX, as amended or waived by
	ASX from time to time
New Shares	Shares offered under the Equity Raising
Offer Management	The offer management agreement between the Company and
Agreement	the Lead Manager in relation to the Equity Raising
Offer Price	$0.50 per New Share
Placement	The placement of New Shares to institutional investors
	announced by the Company on 20 June 2016
Presentation	The investor presentation included insection 3
Record Date	9.00 pm (AEST) on 23 June 2016
Register	The register of Shareholders required to be kept under the
	Corporations Act
Retail Entitlement	The retail component of the Entitlement Offer available to
Offer	Eligible Retail Shareholders under this document
Retail Offer Booklet	This booklet
Share	A fully paid ordinary share in the Company
Share Registry	Computershare Investor Services Pty Limited
Shareholder	A holder of Shares
TERP	The theoretical price at which Shares should trade
	immediately after the ex-date of the Entitlement Offer
TSX	Toronto Stock Exchange

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US or United States	United States of America, its territories and possessions, any
	State of the United States of America and the District of
	Columbia
US Securities Act	The_US Securities Act of 1933_, as amended
Warrant	A warrant issued by the Company expiring on 19 April 2019
	with an exercise price of $0.44.

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Corporate Directory

Company

Perseus Mining Limited ACN 106 808 986 Level 2, 437 Roberts Road Subiaco WA 6008 Tel (Company Secretary) +61 8 6144 1700 Web www.perseusmining.com

Lead Manager

Macquarie Capital (Australia) Limited Level 4 50 Martin Place Sydney NSW 2000

Co-lead Manager

Arlington Group Asset Management Limited New Liverpool House 3rd floor, 15 Eldon Street London EC2M 7LD

Lawyers

Corrs Chambers Westgarth Level 6, Brookfield Place Tower 2 123 St Georges Terrace Perth WA 6000

Share Registry

Computershare Investor Services Pty Limited Level 11 172 St Georges Terrace Perth WA 6000

AI assistant

PERSEUS MINING LIMITED — Capital/Financing Update 2016

46513_rns_2016-06-22_890c680f-ea26-4290-ab16-91bf66523d43.pdf