PERSEUS MINING LIMITED — Director's Dealing 2006

Feb 1, 2006

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

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 30/9/2001.

Name of entity	PERSEUS MINING LIMITED
IACN	106 808 986

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	MARK ANDREW CALDERWOOD
Date of last notice	23 JANUARY 2006

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Direct or indirect interest	Direct Interest
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to therelevant interest.
Date of change	31 JANUARY 2006
No. of securities held prior to change	Held in the name of
1,290,000 Ordinary Fully Paid Shares	Mark Andrew Calderwood
80,000 Listed Options (PRUO)	Exercisable at 20 cents on or before 31 March2009 held in the name of Mark AndrewCalderwood
2,400,000 Unlisted Options	Employee options exercisable at 20 cents on orbefore 31 March 2009 held in the name of MarkAndrew Calderwood
80,000 Ordinary Fully Paid Shares	Held in the name of spouse Delphine Faith Toe
40,000 Listed Options (PRUO)	Exercisable at 20 cents on or before 31 March2009 held in the name of Delphine Faith Toe

Class	Listed Options (PRUO)
Number acquired
500,000 Listed Options (PRUO)	Exercisable at 20 cents on or before 31March 2009 held in the name of MarkAndrew Calderwood
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	$106,166

No. of securities held after change
1.290,000 Ordinary Fully Paid Shares	Mark Andrew Calderwood
580,000 Listed Options (PRUO)	Exercisable at 20 cents on or before 31 March2009 held in the name of Mark AndrewCalderwood
2.400,000 Unlisted Options	Employee options exercisable at 20 cents on orbefore 31 March 2009 held in the name of MarkAndrew Calderwood
80,000 Ordinary Fully Paid Shares	Held in the name of spouse Delphine Faith Toe
40,000 Listed Options (PRUO)	Exercisable at 20 cents on or before 31 March2009 held in the name of Delphine Faith Toe

Nature of change	On-market acquisition
Example: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestmentblan.participation in buy-back

				Part $2$ – Change of director's interests in contracts
--	--	--	--	--------------------------------------------------------

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interestrelated prior to changeNote: Details are only required for a contract in relation to whichthe interest has changed	N/A

Part 2 - Change of director's interests in contracts (continued)

Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation	N/A
Interest after change	N/A