PERSEUS MINING LIMITED — Capital/Financing Update 2022

Feb 27, 2022

Announcement Summary

Entity name

PERSEUS MINING LIMITED

Announcement Type

New announcement

Date of this announcement

28/2/2022

The Proposed issue is: A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +security code	+Security description	Maximum Number of+securities to be issued
PRU	ORDINARY FULLY PAID	130,119,836

Proposed +issue date

1/6/2022

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ACN

106808986

1.3 ASX issuer code

PRU

1.4 The announcement is

New announcement

1.5 Date of this announcement

28/2/2022

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 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	18/5/2022	actual?	received/condition met?
		Estimated	No

Comments

The new Perseus Mining Limited (Perseus) shares are being issued pursuant to the acquisition by Perseus of all of the issued securities in Orca Gold Inc (Orca) pursuant to an Orca sponsored statutory plan of arrangement under the Canada Business Corporations Act (Plan of Arrangement).

No Perseus shareholder approval is required for the acquisition but the approval of Orca shareholders is.

Approval/ConditionCourt approval	Date for determination25/5/2022	Is the date estimated oractual?Estimated	** Approvalreceived/condition met?No
Comments
	Related to the Plan of Arrangement mentioned above.

Approval/Condition	Date for determination	Is the date estimated or	** Approval
Other (please specify in	15/4/2022	actual?	received/condition met?
comment section)		Estimated	No

Comments

Other conditions precedent to the Plan of Arrangement as set out in the announcement of the transaction released on 28 February 2022.

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

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

securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

PRU : ORDINARY FULLY PAID

Number of +securities proposed to be issued

130,119,836

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

The Perseus Shares are being issued as consideration for the acquisition of all of the issued shares in Orca pursuant to the Plan of Arrangement described in part 7A.1a above.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

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 1/6/2022

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? No

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

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Acquisition of Orca pursuant to the Plan of Arrangement referenced above.

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

Note the number of Perseus shares to be issued stated in this form is a maximum number based on the assumption that all outstanding Orca convertible securities are exercised prior to the effective date and the resultant Orca shares acquired under the Plan of Arrangement. The Plan provides that any such convertible securities not exercised will be acquired for cash.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)