PERSEUS MINING LIMITED — Capital/Financing Update 2020

Sep 15, 2020

Update Summary

Entity name

PERSEUS MINING LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Wednesday September 16, 2020

Reason for update to a previous announcement

Further details of the proposed issue, including dates, are now known

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

PERSEUS MINING LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

27106808986

1.3 ASX issuer code

PRU

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Further details of the proposed issue, including dates, are now known

1.4b Date of previous announcement(s) to this update

Wednesday June 3, 2020

1.5 Date of this announcement

Wednesday September 16, 2020

1.6 The Proposed issue is:

A placement or other type of issue

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue?

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to the entity

Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Thursday September 10,	actual?	received/condition met?
	2020	Actual	Yes

Comments

The new Perseus Mining Limited (Perseus) shares the subject of this Appendix 3B are being issued pursuant to: (a) the acquisition by Perseus of all of the issued shares in Exore Resources Limited (Exore) pursuant to an Exore sponsored scheme of arrangement (Scheme); and (b) arrangements agreed in relation to the cancellation of certain Exore options in connection with the Scheme. No Perseus shareholder approval is required in connection with the issue of the new Perseus shares. Exore shareholders approved the Scheme on Thursday, 10 September 2020.

Approval/ConditionCourt approval	Date for determinationTuesday September 15,2020	Is the date estimated oractual?Actual	** Approvalreceived/condition met?Yes
Comments
	Related to the scheme of arrangement described above.
Approval/ConditionLodgement of court orderwith +ASIC	Date for determinationWednesday September 16,2020	Is the date estimated oractual?Actual	** Approvalreceived/condition met?Yes
Comments
	Related to the scheme of arrangement described above.
Approval/ConditionOther (please specify in	Date for determinationTuesday September 15,	Is the date estimated oractual?	** Approvalreceived/condition met?
comment section)	2020	Actual	Yes
Comments
	Various other conditions precedent related to the Scheme described above. These conditions have been satisfied or

waived.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

PRU : ORDINARY FULLY PAID

Number of +securities proposed to be issued

47,798,272

Reason for the update of 'Maximum Number of +securities proposed to be issued'

Offer price details

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date Friday September 25, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

151,415 new Perseus shares in relation to the cancellation of certain Exore options in connection with the Scheme.

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Approximately A$850,000 (in relation to advisory fees, legal fees, expert fees and other transaction related expenses incurred by Perseus in connection with the Scheme). Further details of transaction costs are set out in the Exore Scheme Booklet released to ASX on 4 August 2020.

Part 7F - Further Information

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

no