PERSEUS MINING LIMITED — Capital/Financing Update 2017

Jun 12, 2017

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

PERSEUS MINING LIMITED

ABN

27 106 808 986

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or tobe issued	Listed fully paid ordinary shares (Shares)
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	3,570Shares have been issued pursuant to theexercise of warrants.
3	Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)	Fully paid ordinaryshares are issued on thesame basis as all other existing fully paidordinary shares.
4	Do the +securities rank equally inallrespectsfromthedateofallotment with an existing +classofquoted +securities?If the additional securities do not	The Shares rank equally with existing quotedfully paid ordinary shares
	rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenext

+ See chapter 19 for defined terms.

	dividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	0.44 per Share
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Exercise of warrants
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?	No
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	N/A
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	N/A
6d	Number of +securities issued withsecurity holder approval under rule7.1A	N/A
6e	Number of +securities issued withsecurity holder approval under rule7.3, or another specific securityholder approval (specify date ofmeeting)	N/A
6f	Number of securities issued underan exception in rule 7.2	N/A
6g	Ifsecuritiesissuedunderrule	N/A
	7.1A, was issue price at least 75%of 15 day VWAP as calculated

under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
• 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

N/A

N/A

7 Issue Date 12 June 2017

Number	+Class
1,033,217,813	Ordinaryfullypaidshares (PRU)
Number	+Class
130,579,334	Warrants to subscribe
	for ordinary shares atan exercise price ofA$0.44.
	Each Warrant isexercisable at A$0.44each on or before 19April 2019.
1,975,000	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditionswith a vesting andmeasurement periodending31 December2017.
5,641,668	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis on

+ See chapter 19 for defined terms.

	satisfaction ofspecified conditions,with a vesting andmeasurement periodending 30 June 2017.
1,366,666	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting andmeasurement periodending 30June 2018.
5,300,000	Performance Rightsconverting to fullypaidordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting andmeasurement periodending 31 December2018.
866,666	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting andmeasurement periodending 30 June 2019.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No plans to pay dividends at this stage.

Part 2 - Bonus issue or pro rata issue - Not applicable

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered

14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?

• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• 19 Closing date for receipt of acceptances or renunciations
• 20 Names of any underwriters
• 21 Amount of any underwriting fee or commission
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
• 25 If the issue is contingent on +security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

• See chapter 19 for defined terms.

27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do +security holders sell theirentitlementsinfullthroughabroker?
31	How do +security holders sell partoftheirentitlementsthroughabroker and accept for the balance?
32	How do +security holders disposeof their entitlements (except by salethrough a broker)?
33	+Issuedate

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34	(tick one)	Type of securities
(a)		Securities described in Part 1
(b)		All other securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the + securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36	If the +securities are +equity securities, a distribution schedule of the additional
	+securities setting out the number of holders in the categories
	1 - 1,000
	1,001 - 5,000
	5,001 - 10,000
	10,001 - 100,000
	100,001 and over

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38	Number of securities for which+quotation is sought
39	+securitiesClassofforwhichquotation is sought
40	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities?If the additional securities do notrank equally, please state:the date from which they do
	theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period
	(ifissueduponconversionofanother security, clearly identify thatother security)
42	Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 38)	Number	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................Date: 12 June 2017 (Company secretary)

Martijn Bosboom

Print name: .........................................................

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