PERSEUS MINING LIMITED — Interim / Quarterly Report 2009

Mar 15, 2009

PERSEUS MINING LIMITED

ABN 27 106 808 986

HALF YEARLY FINANCIAL REPORT FOR THE SIX MONTHS ENDED 31 DECEMBER 2008

PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

CONTENTS

Page

Directors' Report ......................................................................................................	2
Auditor’s Independence Declaration........................................................................	5
Condensed Income Statement..................................................................................	6
Condensed Balance Sheet ........................................................................................	7
Condensed Statement of Changes in Equity ............................................................	8
Condensed Cash Flow Statement.............................................................................	9
Notes to the Financial Statements............................................................................	10
Directors’ Declaration..............................................................................................	17
Independent Auditor’s Review Report.....................................................................	18

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

DIRECTORS' REPORT

Your directors submit the financial report of the consolidated entity for the half-year ended 31 December 2008. The directors report as follows:

Directors

The directors of the Company during or since the end of the half-year and until the date of this report are listed below. All directors were in office for this entire period unless otherwise stated.

Reginald Norman Gillard Non-Executive Chairman Mark Andrew Calderwood Managing Director Colin John Carson Executive Director Rhett Boudewyn Brans Executive Director Neil Christian Fearis Non-Executive Director

Results

The consolidated loss for the half-year after tax was $3,895,558 (2007: loss of $1,274,543).

Review of Operations

Despite the global financial market turmoil that prevailed through much of the period ended 31 December 2008, the Company remained focussed on its key West African projects at Ayanfuri and Tengrela. A number of important milestones were successfully completed during this period.

Ayanfuri, Ghana

Infill and extensional exploration drilling continued through the first few months of the period. Towards the latter part of the period, reserve drilling had been substantially completed and exploration expenditure was curtailed, with emphasis on the ongoing Definitive Feasibility Study (“DFS”).

Significant infill and extensional exploration drill intercepts included:

AF-Gap - 93m at 5.0g/t, 129m at 1.8g/t, 118m at 1.9g/t, 119m at 1.7g/t and 31m at 3.0g/t Au;

Esuajah South - 92m at 2.7g/t, 98m at 2.6g/t, 72m at 2.1g/t, 31m 3.1g/t Au ;

Abnabna - 105m at 2.3g/t, and 49m at 2.7g/t Au ; and

Fobinso - 20m at 5.6g/t Au .

Exploration drilling on the new discovery at Mampon, and the northern extensions to Fobinso and Fetish returned several significant intercepts including:

Mampon - 21m at 2.7g/t, 16m at 3.2g/t, and 14m at 2.3g/t Au;

Fobinso Nth Ext.- 31m at 2.2g/t, 20m at 2.2g/t, 14m at 1.8g/t and 7m at 4.1g/t Au ; and

Fetish Nth - 17m at 2.6g/t, 21m at 1.1 g/t, 49.1m at 2.3g/t, 95m at 1.6g/t, 41m at 1.9g/t, 32.6m at 1.9g/t and 54.7m at 1.5g/t Au ;

Drilling from the de-watered Abnabna pit returned numerous significant intercepts including:

47m at 3.0g/t, 54m at 1.9g/t, 45m at 2.3g/t, 86m at 1.3g/t, 15m at 4.1g/t, 20m at 3.3g/t and 26m at 2.5g/t Au. In addition, pit floor outcrop channel sampling using a diamond saw returned open ended intercepts of 15m at 4.3g/t and 19m at 4.1g/t Au in fresh granite.

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

In October 2008 a detailed summary of the ongoing Ayanfuri DFS was released, with a progress update announced soon after period end. Highlights of the significantly improved projections announced in January 2009 include:

• Processing rate of 4.5Mtpa flotation-CIL and up to 1.4Mtpa heap leach.

• Average gold production of 206,000ozpa for the first 8 years of full production, including a total of 493,000ozs in the first 2 years.

• Estimated cash cost of US$268 per oz in year 1 and US$355 per oz average over 10 years.

• Total gross operating cash surplus (before depreciation, financing costs and tax but after royalties) of US$830M over 10 years at a US$850 gold price, including US$212M in the first two years of full production

• The capital cost estimate is down 23% to US$134M from the previous estimate , with heap leach production and income to commence after capital expenditure of about US$60M on the heap leach and flotation-CIL circuits.

• Project payback takes about one year from completion of the float-CIL capital works, and the estimated Internal Rate of Return (“IRR”) is 71% from the commencement of heap leaching, with an NPV of US$300m.

Over the coming months, the Company’s plans are to complete optimisation of the process route for Ayanfuri and commence the final phase of DFS, as well as complete a revised resource estimate on Ayanfuri.

Tengrela, Ivory Coast

Drilling continues to outline extensive gold mineralisation on the 5.6km long Sissingue prospect and the area for the initial resource estimate has been extended to 1,000m. Gold mineralisation remains open to the north and south of the initial resource area and total known strike of gold mineralisation at Sissingue is 5.6km.

Better new intercepts include:

Extensional RC holes - 8m at 46.8g/t, 30m at 4.0g/t, 10m at 4.1g/t and 40m at 1.1g/t Au;

Infill and deeper holes - 100.5m at 2.6g/t, 128.8m at 1.7g/t, 32m at 3.0g/t and 35m at 2.1g/t Au ;

RAB drilling at the Katara prospect has defined further anomalous to significant gold mineralisation

In late November 2008 the maiden resource estimate for a portion of the Sissingue prospect was released. The resource totalled 970,000 ounces at 1.9g/t Au using 1g/t cut-off (Inferred resource of 9,630,000 tonnes at 1.9g/t Au for 591,000 ounces and an Indicated resource of 6,040,000 tonnes at 2.0g/t Au for 379,000 ounces). The resource has been estimated on only 1km of the 5.6km gold mineralised zone.

Subsequent drilling along strike to the north of the resource included an open ended intercept of 18m at 10.1g/t Au , highlighting the potential for a resource upgrade in 2009.

The targets for the next six months are release of initial scoping study results for the Tengrela project (subsequently announced in February 2009) and to continue resource and exploration drilling at Tengrela.

The information in this report that relates to exploration results, mineral resources or ore reserves is based on information compiled by Mr Mark Calderwood, who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Calderwood is a Director and full-time employee of the Company. Mr Calderwood has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Calderwood consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Auditors’ Independence Declaration

Section 307C of the Corporations Act 2001 requires the Company’s auditors, HLB Mann Judd, to provide the directors of the Company with an Independence Declaration in relation to the review of the half-year financial report. This Independence Declaration is set out on the next page and forms part of this directors’ report for the half-year ended 31 December 2008.

This report is signed in accordance with a resolution of the Board of Directors made pursuant to Section 306(3) of the Corporations Act 2001.

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___ M A Calderwood Managing Director Perth

Dated this 13th day of March 2009

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Auditor’s Independence Declaration

As lead auditor for the review of the financial report of Perseus Mining Limited for the half year ended 31 December 2008, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• b) any applicable code of professional conduct in relation to the review.

This declaration is in respect of Perseus Mining Limited.

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Perth, Western Australia W M CLARK 13 March 2009 Partner, HLB Mann Judd

Level 2 15 Rheola Street West Perth 6005 PO Box 263 West Perth 6872 Western Australia. Telephone +61 (08) 9481 0977. Fax +61 (08) 9481 3686. Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

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HLB Mann Judd (WA Partnership) ABN 22 193 232 714

HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers

PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

CONDENSED INCOME STATEMENT

For the half y ear ended 31 December 2008

Note Revenue Directors’ fees Employee and consultants costs Share based compensation expense Depreciation expense West African administration costs Kyrgyz Republic administration costs Travel and accommodation expenses Stock Exchange listing, compliance and registry fees Impairment loss on investment in associated company Foreign exchange (gain) / loss Other expenses from ordinary activities Expenses from ordinary activities Share of net losses of associate accounted for using the equity method-Manas Resources Limited 8 Loss before related income tax expense 2 Income tax expense Net loss after income tax attributable to members of the parent entity Basic earnings / (loss) per share Diluted earnings / (loss) per share	Consolidated Consolidated 6 Months Ended 6 Months Ended 31 December 31 December 2008 2007 $ $ 1,617,438 371,119
	133,292 57,500 541,373 582,503 136,956 660,693 56,418 22,890 223,796 75,908 - 15,354 61,067 53,180 88,966 87,686 4,758,739 - (860,565) (6,109) 191,999 96,048
	5,332,041 1,645,653
	180,955 -
	(3,895,558) (1,274,534) - -
	(3,895,558) (1,274,534)
	(2.23 cent) (1.00 cent)
	(2.23 cent) (1.00 cent)

The accompanying notes form part of these financial statements.

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

CONDENSED BALANCE SHEET

As at 31 December 2008

		Consolidated	Consolidated
	Notes	31 December	30 June
		2008	2008
		$	$
Current Assets
Cash and cash equivalents		3,622,256	19,153,491
Receivables		1,251,396	1,281,674
Other		110,375	69,581
Assets of disposal group classified as held for sale		-	5,229,743
Total Current Assets		4,984,027	25,734,489
Non-Current Assets
Receivables		3,269,059	1,827,218
Property, plant and equipment		2,207,715	1,259,827
Mineral interest acquisition, exploration and
development expenditure	4	56,775,608	36,971,268
Investment in associate	8	2,000,000	-
Total Non-Current Assets		64,252,382	40,058,313
Total Assets		69,236,409	65,792,802
Current Liabilities
Payables		2,857,843	4,407,765
Liabilities directly associated with assets of a		-	76,643
disposal group classified as held for sale
Total Current Liabilities		2,857,843	4,481,408
Non-Current Liabilities
Provision for rehabilitation		3,257,565	2,340,094
Total Non-Current Liabilities		3,257,565	2,340,094
Total Liabilities		6,115,408	6,821,502
Net Assets		63,121,001	58,971,300
Equity
Issued Capital	5	69,949,654	69,679,727
Share based payment reserve	6	4,955,020	4,426,085
Foreign currency translation reserve		(341,232)	(7,587,629)
Accumulated losses		(11,442,441)	(7,546,883)
Total Equity		63,121,001	58,971,300

The accompanying notes form part of these financial statements.

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

CONDENSED STATEMENT OF CHANGES IN EQUITY For the half year ended 31 December 2008

				Consolidated
					Foreign
				Share Based	Currency
		Retained		Payments	Translation
	Issued Capital	Earnings		Reserve	Reserve	Total Equity
	$	$		$	$	$
Balance at 1 July 2007	25,235,460	(2,705,809)		1,046,449	(1,626,145)	21,949,955
Shares issued during the period	11,500,000		-	-	-	11,500,000
Exercise of options	1,715,445		-	-	-	1,715,445
Currency translation differences	-		-	-	(758,081)	(758,081)
Profit/(Loss) attributable to members of the parent entity	-	(1,274,534)		-	-	(1,274,534)
Share issue expenses	(522,550)		-	-	-	(522,550)
Fair value of options issued	-		-	660,693	-	660,693
Balance at 31 December 2007	37,928,355	(3,980,343)		1,707,142	(2,384,226)	33,270,928
Balance at 1 July 2008	69,679,727	(7,546,883)		4,426,085	(7,587,629)	58,971,300
Exercise of options	269,927		-	-	-	269,927
Currency translation differences	-		-	-	6,631,522	6,631,522
Profit/(Loss) attributable to members of the parent entity	-	(3,895,558)		-	-	(3,895,558)
Fair value of options issued	-		-	136,956	-	136,956
Share of associate’s reserves				391,979	614,875	1,006,854
Balance at 31 December 2008	69,949,654	(11,442,441)		4,955,020	(341,232)	63,121,001

The accompanying notes form part of these financial statements.

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

CONDENSED CASH FLOW STATEMENT

For the half y ear ended 31 December 2008

Cash flows from operating activities Cash payments in the course of operations Interest received Interest and other costs of finance paid Net cash used in operating activities Cash flows from investing activities Payments for exploration and development expenditure Payments for plant and equipment Proceeds on disposal of property, plant and equipment Advances to third parties Repayments from other entities Security deposit for bank guarantee Net cash used in investing activities Cash flows from financing activities Proceeds from share issues Proceeds from exercise of options Share issue expenses Net cash provided by financing activities Net increase / (decrease) in cash held Cash at the beginning of the reporting period Effects of exchange rate fluctuations on the balances of cash held in foreign currencies Cash at the end of the reporting period	Consolidated Consolidated 6 Months Ended 6 Months Ended 31 December 31 December 2008 2007 $ $ (1,412,814) (1,053,391) 456,743 353,539 (16,482) -
	(972,553) (699,852)
	(15,141,694) (9,379,940) (830,351) (114,569) - 3,469 (70,675) (41,333) 769,225 - (520,996) (275,540)
	(15,794,491) (9,807,913)
	- 11,500,000 279,026 1,715,445 - (522,550)
	279,026 12,692,895
	(16,488,018) 2,185,130 19,153,491 5,390,895 956,783 (198,565)
	3,622,256 7,377,460

The accompanying notes form part of these financial statements.

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

For the half y ear ended 31 December 2008

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The half-year consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001, applicable accounting standards including AASB 134: Interim Financial Reporting, Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’). Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’.

This condensed half-year report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the group as in the full financial report.

It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2008 and any public announcements made by Perseus Mining Limited and its subsidiaries during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX listing rules.

Basis of preparation

The half-year report has been prepared on a historical cost basis. Cost is based on the fair value of the consideration given in exchange for assets. The Company is domiciled in Australia and all amounts are presented in Australian dollars, unless otherwise noted.

For the purpose of preparing the half-year report, the half-year has been treated as a discrete reporting period.

Significant accounting judgement and key estimates

The preparation of interim financial reports requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expense. Actual results may differ from these estimates.

Except as described below, in preparing this half-year report, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial report for the year ended 30 June 2008:

• Determination of the carrying value of the Company’s investment in an associate, Manas Resources Ltd (refer to Note 8).

Adoption of new and revised standards

In the half-year ended 31 December 2008, the Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2008.

It has been determined by the Group that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Group accounting policies.

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

For the half y ear ended 31 December 2008

2. LOSS BEFORE INCOME TAX EXPENSE

3.

LOSS BEFORE INCOME TAX EXPENSE	LOSS BEFORE INCOME TAX EXPENSE
Consolidated 31 December 2008 The following revenue and expense items are relevant in explaining the financial performance for the half-year: Revenue Gain on disposal of Kyrgyz assets to Manas Resources Limited 1,219,188 Interest income 389,068 Expenses Share based payments to directors and employees 136,956 Impairment loss on investment in Manas Resources Ltd 4,758,739 SEGMENT REPORTING Australia West Africa Central Asia $ $ $		Consolidated 31 December 2007 $ - 369,035 660,693 - Total $ 1,228,370 389,068 1,617,438 (3,895,558) - (3,895,558) Total $ 2,084 369,035 371,119 (1,274,534) - (1,274,534)
Geographical segments (Primary Segment) 2008 Revenue Other external revenue Unallocated revenue -interest Total segment revenue Results Operating profit / (loss) before income tax Income tax expense Net loss	1,228,370 - -
	1,228,370 - -
	(3,635,956) (259,602) -
	Australia West Africa Central Asia $ $ $
Geographical segments (Primary Segment) 2007 Revenue Other external revenue Unallocated revenue -interest Total segment revenue Results Operating profit / (loss) before income tax Income tax expense Net loss	- 238 1,846
	- 1,014 1,846
	(1,076,578) (133,293) (64,663)

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

For the half y ear ended 31 December 2008

4. MINERAL INTEREST ACQUISITION, EXPLORATION AND DEVELOPMENT EXPENDITURE

	Consolidated	Consolidated	Consolidated
	31 December		30 June
	2008		2008
	$		$
Costs carried forward in respect of areas of interest in the
following phases:
Exploration and evaluation phase – at cost
Balance at beginning of the period	36,971,268		19,170,593
Expenditure incurred	13,152,126		28,021,035
Assets included in a disposal group classified as held for sale		-	(4,907,891)
– Kyrgyz mineral assets (Refer Note 8)
Expenditure written off		-	(81,636)
Translation difference movement	6,652,214		(5,230,833)
Balance at close of the period	56,775,608		36,971,268
The recoupment of costs carried forward in relation to
areas of interest in the exploration and evaluation phases
are dependent on the successful development and
commercial exploitation or sale of the respective areas.

5. ISSUED CAPITAL

ISSUED CAPITAL
(a) Issued and paid-up share capital 175,493,899 (30 June 2008: 174,354,267) ordinary shares, fully paid Movements in Ordinary Shares: Balance at 1 July Shares issued pursuant to exercise of options Balance at 31 December	Consolidated Consolidated 31 December 2008 30 June 2008 $ $ 69,949,654 69,679,727
	Number $ 174,354,267 69,679,727 1,139,632 269,927
	175,493,899 69,949,654

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

For the half y ear ended 31 December 2008

6. ISSUED CAPITAL (continued)

(b) Share Options

Options to take up ordinary shares in the capital of the Company have been granted as follows:

Exercise Period Note Exercise Price On or before 31 March 09 (i) $0.20 On or before 1 December 2008 (ii) $0.26 On or before 1 April 2010 $0.50 On or before 30 May 2010 $0.65 On or before 12 July 2010 $1.00 On or before 31 July 2010 $1.50 On or before 28 October 2010 $1.30 On or before 26 February 2011 $1.15 On or before 31 March 2011 $1.15 On or before 10 July 2011 (iii) $1.50 On or before 30 June 2011 (vi) $1.00

Opening Balance 1 July 2008 Options Issued 2008/09 Options Exercised/ Cancelled/ Expired 2008/09 Closing Balance 31 December 2008 Number Number Number Number 13,105,969 - (439,632) 12,666,337 700,000 - (700,000) - 525,000 - - 525,000 150,000 - - 150,000 610,000 - (50,000) 560,000 3,800,000 - - 3,800,000 400,000 - - 400,000 1,080,000 - (300,000) 780,000 50,000 - (50,000) - - 150,000 - 150,000 - 600,000 - 600,000

20,420,969 750,000 (1,539,632) 19,631,337

(i) 439,632 options were exercised at 20 cents each to acquire shares in the Company during the period raising $87,926.

(ii) 700,000 options were exercised at 26 cents each to acquire shares in the Company during the period raising $182,000.

(iii) 150,000 options were issued pursuant to the Perseus Mining Limited Employee Option Plan

(iv) 600,000 options were issued to a director in accordance with shareholder approval granted at the Annual General Meeting held on 28 November 2008.

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

For the half y ear ended 31 December 2008

7. SHARE BASED PAYMENT RESERVE

Share Based Payment Reserve Movements during the period Balance at beginning of period Fair value of options issued as part of remuneration packages Share of associate company’s reserve Balance at end of period	Consolidated Consolidated 31 December 2008 30 June 2008 $ $ 4,955,020 4,426,085
	4,426,085 1,046,449 136,956 3,379,636 391,979 -
	4,955,020 4,426,085

8. INVESTMENT IN ASSOCIATE COMPANY

Description

In May 2008 the Company entered into a Sale and Purchase Agreement with Manas Resources Limited (“Manas”). The Sale and Purchase Agreement provided for the transfer of the shares held by Perseus in the subsidiaries incorporated in Kyrgyz and the assignment to Manas of outstanding loans by Perseus to those subsidiaries in exchange for the issue of 25,000,000 shares and 12,500,000 options in Manas. The transfer of the ownership of the Kyrgyz subsidiaries was completed in July 2008.

Proceeds on disposal of Kyrgyz subsidiaries – non cash Investment in subsidiaries – unlisted shares at cost Impairment loss Loans to subsidiaries Impairment of loans to subsidiaries Carrying value of assets disposed Gain on disposal	2008 $ 5,932,840 35,623 (1,308) 4,695,746 (16,409)
	4,713,652
	1,219,188

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

For the half y ear ended 31 December 2008

8. INVESTMENT IN ASSOCIATE COMPANY - continued

The Company holds 42% of the ordinary shares on issue in Manas Resources Limited and accounts for it as an associate under the equity method. The equity accounted cost of investment in Manas has been adjusted as follows as at 31 December 2008:

Investment in Manas Resources Limited Share of loss for the 6 months ended 31 December 2008 Share of Share Based Payment Reserve Share of Foreign Currency Translation Reserve Impairment loss Net carrying value of investment in Manas Resources Limited	2008 $ 5,932,840 (180,955) 391,979 614,875 (4,758,739)
	2,000,000

Manas Resources Limited shares are not widely traded and accordingly the net carrying value of the Company’s investment in Manas Resources Limited was based upon the weighted average value of Manas shares traded on ASX since balance date and up to the date of preparation of these financial statements.

(a) Financial Performance and cash flow information of disposal group (former Kyrgyz subsidiaries) Revenue Foreign currency exchange gains Gain on sale of plant and equipment Expenses Depreciation of plant and equipment Exploration expenditure written off Kyrgyz Republic administration and overhead costs Foreign currency exchange losses Loss before income tax Income tax Loss after income tax of disposal group held for sale Net cash outflows from operating activities Net cash outflows from investing activities Net decrease in cash generated by the disposal group	6 months ended 31 December 2008 12 months ended 30 June 2008 $ $ - 4,923 - 2,037
	- 6,960
	- (22,225) - (81,636) - (106,535) -
	- (203,436) - -
	- (203,436)
	- (106,535) - (2,029,196)
	- (2,135,731)

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

For the half y ear ended 31 December 2008

8. INVESTMENT IN ASSOCIATE COMPANY - continued

Information of disposal group (former Kyrgyz subsidiaries) (b) Carrying amounts of assets and liabilities Cash Receivables Prepayments Total Current Assets Property, plant and equipment Mineral interest acquisition, exploration and development expenditure Total Non-Current Assets Total Assets Payables Total Current Liabilities Net Assets	6 months ended 31 December 2008 $ 12 months ended 30 June 2008 $ - 143,307 - 11,950 - 19,758
	- 175,015
	- 146,837 - 4,907,891
	- 5,054,728
	- 5,229,743
	- 76,643
	- 76,643
	- 5,153,100

9. CONTINGENT LIABILITIES

There has been no change in contingent liabilities since the last annual reporting date.

10. EVENTS OCCURRING SUBSEQUENT TO 31 DECEMBER 2008

There are no matters or circumstances that have arisen since 31 December 2008 that have or may significantly affect the operations, results, or state of affairs of the consolidated entity in future financial periods, other than the following:

• (i) The Company raised $8.5 million in equity capital by the issue of 17 million new ordinary shares at an issue price of 50 cents each; and

• (ii) The Company settled the liability ($1,521,750 at 31 December 2008) in relation to the acquisition of the Ayanfuri mineral assets in Ghana by the issue of 1,461,554 shares and 2,500,000 options (exercisable at 40 cents each on or before 30 November 2009). The Company’s obligation to issue 2,500,000 shares was reduced by 1,038,446 shares in settlement of loans given to the vendor of those assets and which are included in Receivables ($699,393) at 31 December 2008.

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PERSEUS MINING LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS' DECLARATION

31 December 2008

In the opinion of the directors:

• (a) the financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including:

• (i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and of its performance for the half year ended on that date; and

• (ii) complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations ; and

• (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the board of directors.

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M A Calderwood Managing Director

Dated at Perth this 13th day of March 2009

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of

PERSEUS MINING LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report, which comprises the condensed balance sheet as at 31 December 2008, the condensed income statement, condensed statement of changes in equity, condensed cash flow statement and notes to the financial statements for the half-year ended on that date, and the directors’ declaration, of Perseus Mining Limited and the entities it controlled during the half-year ended 31 December 2008 (“consolidated entity”).

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of Interim and Other Financial Reports Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 , including giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Perseus Mining Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001 has been provided to the directors of Perseus Mining Limited on 13 March 2009.

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HLB Mann Judd (WA Partnership) ABN 22 193 232 714

Level 2 15 Rheola Street West Perth 6005 PO Box 263 West Perth 6872 Western Australia. Telephone +61 (08) 9481 0977. Fax +61 (08) 9481 3686. Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers

Independent Auditor’s Review Report

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half year financial report of Perseus Mining Limited is not in accordance with the Corporations Act 2001 , including:

• (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and of its performance for the half-year ended on that date; and

• (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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HLB MANN JUDD

Chartered Accountants

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Perth, Western Australia 13 March 2009

W M CLARK Partner

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