PERSEUS MINING LIMITED — Capital/Financing Update 2018

Nov 27, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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).

+ See chapter 19 for defined terms.

• 1 +Class of +securities issued or to be issued
• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
• 4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Performance Rights

733,333

Each performance right will convert to an ordinary share upon satisfaction of vesting criteria (principally comparison of total shareholder return against a peer group), subject to the terms and conditions of the Company's Performance Rights Plan approved by shareholders in November 2017.

No. Performance Rights have been issued under the terms and conditions of the Company's Performance Rights Plan. Shares issued on vesting of the Rights will rank equally in all respects with the Company's quoted ordinary shares.

5 Issue price or consideration Performance rights (issued under the terms of the Company's Performance Rights Plan) were issued at nil prices as part of employee remuneration.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

As above

• If Yes, complete sections 6b 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i resolution under rule 7.1A was passed N/A without security holder approval under rule 7.1 N/A 6d Number of +securities issued with security holder approval under rule 7.1A N/A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) N/A 6f Number of securities issued under an exception in rule 7.2 N/A 6g If securities issued under rule 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. N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements N/A

No

• 6h If securities were issued under
• 6i Calculate the entity's remaining

N/A

• 6b The date the security holder
• 6c Number of +securities issued
• approval under rule 7.1A?

6a Is the entity an +eligible entity that has obtained security holder

7Issue Date		28 November 2018
		Number	+Class
8	Numberand+classofall+securitiesquotedonASX(includingthesecuritiesinsection 2 if applicable)	1,034,951,530	Ordinaryfullypaidshares (PRU)
		Number	+Class

9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable)	129,995,617	Warrants to subscribefor ordinary shares atan exercise price ofA$0.44.Each Warrant isexercisable at A$0.44each on or before 19April 2019.
		5,000,000	Performance Rightsconverting to fullypaid ordinary 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.
		10,741,668	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting andmeasurement periodending 30 June 2020.
		733,333	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting andmeasurement periodending 31December2021.

+ See chapter 19 for defined terms.

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	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor 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
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do +security holders sell their entitlements in full through a broker?
• 31 How do +security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do +security holders dispose of their entitlements (except by sale through a broker)?
• 33 +Issue date

• See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of 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 Class of +securities for which quotation is sought

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

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.

+ See chapter 19 for defined terms.

• 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: 28 November 2018 (Company secretary)

Martijn Bosboom

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

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