PERSEUS MINING LIMITED — Interim / Quarterly Report 2012

Feb 15, 2012

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PERSEUS MINING LIMITED ABN 27 106 808 986

Interim Financial Report For the Half-Year ended 31 December 2011

Perseus Mining Limited Contents

	Page
Corporate Directory	1
Directors’ Report	2
Financial Statements	6
Directors’ Declaration	23
Independent Auditor’s Review Report	24

Perseus Mining Limited Corporate Directory

Directors	Reginald Norman Gillard	Non-Executive Chairman
	Mark Andrew Calderwood	Managing Director
	Michael Andrew Bohm	Non-Executive Director
	Rhett Boudewyn Brans	Executive Director
	Colin John Carson	Executive Director
	Neil Christian Fearis	Non-Executive Director
	Terence Sean Harvey	Non-Executive Director
Company Secretary	Susmit Mohanlal Shah
Registered and	30 Ledgar Road
Corporate Office	Balcatta, Western Australia 6021
	PO Box 717
	Balcatta, Western Australia 6914
	Telephone:	(61 8) 9240 6344
	Facsimile:	(61 8) 9240 2406
	Email address:	info@perseusmining.com
	Website:	www.perseusmining.com
Ghanaian Office	4 Chancery Court
	147A Giffard Road, East Cantonments
	Accra - Ghana
	PO Box CT2576
	Cantonments
	Accra - Ghana
	Telephone:	(233) 302 760 530
	Facsimile:	(233) 302 760 528
Côte d’Ivoire Office	Cocody – 2 Plateaux, Rue des Jardins
	Vallons derriere Pako Gourmand
	Cite Lemania lot 1846
	28 BP 571 Abidjan 28, Côte d’Ivoire
	Telephone:	(225) 22 41 9126
	Facsimile:	(225) 22 41 0925
Share Registry	Advanced Share Registry Limited	Equity Financial Trust Company
	150 Stirling Highway	1185 West Georgia Street, Suite 1620
	Nedlands, Western Australia 6009	Vancouver, BC V6E 4E6
	Australia	Canada
	Telephone: (61 8) 9389 8033	Telephone: (1 604) 696-4230
	Facsimile: (61 8) 9389 7871	Facsimile: (1 604) 696-9860
	www.advancedshare.com.au	www.equitytransfer.com
Auditors	Ernst & Young
	11 Mounts Bay Road
	Perth Western Australia 6000
Stock Exchange Listings	Australian Securities Exchange	(ASX – PRU)
	Toronto Stock Exchange	(TSX – PRU)
	German Stock Exchange	(WKN: AOB7MN)

Page 1

Perseus Mining Limited Directors’ Report

Your directors present their report on the consolidated entity (referred to hereafter as the “group”) consisting of Perseus Mining Limited (“Perseus”) and its controlled entities for the half-year ended 31 December 2011 (the “period”). Perseus is a company limited by shares that is incorporated and domiciled in Australia. Unless noted otherwise, all amounts stated are expressed in Australian dollars.

DIRECTORS

The following persons were directors of Perseus during the period and up to the date of this report:

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

RESULTS

The group’s net profit after tax for the half-year ended 31 December 2011 was $13,685,741 (31 December 2010: loss of $42,425,278). Further information on the net profit after tax can be found in the Statement of Comprehensive Income on page 7.

PRINCIPAL ACTIVITIES

The principal activities of the group during the period were mineral exploration, gold project evaluation and development in the Republics of Ghana and Côte d’Ivoire, in West Africa.

REVIEW OF OPERATIONS

During the period, the group continued to focus its activities on its two key projects, namely the “Edikan Gold Mine” or “EGM” (previously referred to as Central Ashanti Gold Project or the Ayanfuri Project) in Ghana and the “Tengrela Gold Project” or “TGP” which includes the Sissingué Gold deposit, in Côte d'Ivoire.

Edikan Gold Mine - Ghana

Mining and Processing Operations

The group owns a 90% interest in the EGM, a newly commissioned gold mine located in Ghana. The remaining 10% interest in the EGM is a free carried interest owned by the Ghanaian government. In July 2009, the Company completed a definitive feasibility study (‘‘DFS’’) on developing a mine and associated treatment facility to recover gold from tenements located near Ayanfuri in Ghana. Based on the positive outcome of that DFS construction of the EGM and associated processing facility commenced in June 2010. The first gold pour and the first revenue received from the EGM took place during the period on August 21, 2011 and on September 28, 2011 respectively.

During the period a total of 6,553,000 bcms of material was mined from the Abnabna, AF Gap and Fobinso open pits; including 3,028,000 tonnes of ore grading 1.02 g/t plus 5,280,000 bcms of waste.

Practical completion of the construction of the EGM plant was achieved on 20 July 2011 and by the end of the period, the following milestones had been achieved:

• First ore was treated on 9 August 2011;

• First gold poured on 21 August 2011;

• First gold shipment occurred on 13 September 2011, with first revenue received recorded on 28 September 2011;

• Commissioning was completed on 31 December 2011.

Page 2

Perseus Mining Limited Directors’ Report

A total of 1,511,000 tonnes of ore grading 1.19 g/t of gold was milled during the period. Overall gold recovery of 79.4% resulted in the recovery of 45,832 ounces of gold of which 43,736 ounces of gold were poured. Of this amount, a total of 35,774 ounces of gold were sold at a weighted average price of US$1,666 per ounce.

Exploration

During the period a total of 73,500 metres of drilling was undertaken on or around the various EGM deposits with the intention of infilling and extending Mineral Resources at the EGM as a precursor to undertaking further Mineral Reserve upgrades. New pit designs will be prepared for Abnabna-Fobinso, Fetish and Bokitsi which will be incorporated in the planned March quarter 2012 Mineral Reserve upgrade.

In December 2011, an updated Mineral Resource estimate for the EGM was announced including 143.8 million tonnes (Mt) containing 5.3 million ounces (Moz) of gold in the Measured and Indicated Mineral Resources categories, representing an increase of 0.954 Moz. In addition, the updated Mineral Resource estimate included total Inferred Mineral Resources of 53.6 Mt, containing 1.8 Moz of gold.

Apart from ongoing drilling of identified targets, during the period the group completed half of a 400 line km gradient induced polarization survey plus 300 line km of infill soil sampling, which are expected to identify further drill targets. Early results from the gradient induced polarization program have highlighted several strong resistivity anomalies with coincident gold in soil anomalism.

Tengrela Gold Project (“TGP”), Côte d’Ivoire

The group owns an 85% interest in the TGP, an advanced exploration project that has resulted in the identification of a development stage gold deposit at Sissingué located in the north of Côte d'Ivoire. The Company’s 85% interest in the TGP reflects (as if it has been granted) a 10% free carried interest in favour of the Government of Côte d'Ivoire, which will be granted upon the issue of a mining lease covering the Tengrela tenements.

Project Development

In November 2010, the Company completed a DFS on developing an open cut mining operation based on the Sissingué gold deposit together with a conventional carbon in leach (“CIL”) gold processing plant and related infrastructure.

During the period, the environmental permitting process for the development of the Sissingué Gold Mine moved to an advanced stage. Following a public hearing in September 2011, a technical validation of the Company’s Environmental Social Impact Assessment (“EISA”) was successfully completed by the Ivorian National Environmental Agency (“ANDE”), in December 2011. The Company is anticipating that formal approval of its EISA will be granted during the March Quarter 2012.

The Company also anticipates that an exploitation licence or mining lease will be approved by the Ivorian bureaucracy shortly after the granting of the environmental permit and that negotiation of a Mining Convention (i.e. a Fiscal Stability Agreement) will commence shortly thereafter.

In preparation for the successful permitting of the development of the Sissingué gold deposit, Perseus’ Project Development team in conjunction with consultants, GR Engineering Services (GRES), has made significant progress on the design of the Sissingué processing facility. By the end of the period, enquiries for equipment selection had commenced and prices for certain items of equipment had been received from potential suppliers. In December 2011, an order was placed with Outotec Pty Ltd for the manufacture and supply of a 4,500kW, 5.5m diameter, 9.2m long semi–autogenous grinding (“SAG”) mill. The SAG mill is scheduled to be completed within 45 weeks ex-works, and the complete mill package is expected to be delivered to site in late 2012. By April 2012, it is anticipated that GRES will have completed sufficient design work to enable tenders to be called for plant construction, enabling commencement of full scale on-site construction by mid 2012.

Page 3

Perseus Mining Limited Directors’ Report

Exploration

A total of 67,100 metres of drilling was undertaken to test various prospects that form part of the TGP and as part of a programme of sterilization drilling associated with the site of the proposed process plant site.

Strong infill and extension drill results were obtained from the limited number of holes at Sissingu é for which results were received . Several anomalous exploration intercepts were also recorded, including 16m at 2.1g/t and 4m at 5.5g/t gold in the proposed waste dump and ROM pad area at Sissingué East, and 2m at 60.0g/t and 8m at 4.0g/t gold at Kanakono.

The group has acquired another Permis de Recherche application (“permit application”) for its exploration tenement portfolio in Northern Cote d’Ivoire. The 250sq km Napié Permit application is located 80km southeast of the Company’s Mbengué Permit. Previous work about 10 years ago by Leo Shield Exploration Ltd identified a significant gold in soil anomaly extending for 15km, which was never followed up by drill testing.

AUDITOR’S INDEPENDENCE DECLARATION

Section 307C of the Corporations Act 2001 requires our auditors, Ernst & Young, to provide the directors of Perseus with an Independence Declaration in relation to the review of the interim 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 2011.

Signed in accordance with a resolution of directors.

M A Calderwood

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Managing Director Perth, 16 February 2012

Competent Person Statement

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 Chartered Professional 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’”) and to qualify as a “Qualified Person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). 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. For a description of Perseus’ data verification process, quality assurance and quality control measures, the effective date of the mineral resource and mineral reserve estimates contained herein, details of the key assumptions, parameters and methods used to estimate the mineral resources and reserves set out in this report and the extent to which the estimate of mineral resources or mineral reserves set out herein may be materially affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant issues, readers are directed to the technical report entitled “Technical Report - Central Ashanti Gold Project, Ghana” dated May 30, 2011 and the technical report entitled ‘‘Technical Report - Tengrela Gold Project, Côte d’Ivoire’’ dated December 22, 2010 in relation to the Edikan Gold Mine (formerly the Central Ashanti Gold Project) and the Tengrela Gold Project respectively.

Page 4

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Auditor’s Independence Declaration to the Directors of Perseus Mining Limited

In relation to our review of the financial report of Perseus Mining Limited for the half-year ended 31 December 2011, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

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Ernst & Young

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Gavin A Buckingham Partner Perth 16 February 2012

GB:MB:PERSEUS:008

Liability limited by a scheme approved under Professional Standards Legislation

Page 5

Perseus Mining Limited Financial Statements 31 December 2011

Contents	Page
Financial Statements
Statement of Comprehensive Income	7
Statement of Financial Position	8
Statement of Changes in Equity	9
Statement of Cash Flows	10
Notes to the Financial Statements	11
Directors’ Declaration	23
Independent Auditor’s Review Report	24

These half-year financial statements are the financial statements of the consolidated entity consisting of Perseus Mining Limited and its subsidiaries. The financial statements are presented in the Australian currency.

Perseus Mining Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Perseus Mining Limited 30 Ledgar Road Balcatta WA 6021 AUSTRALIA

A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of operations and activities in the directors’ report on pages 2 to 3, which is not part of these interim financial statements.

These interim financial statements were authorised for issue by the directors on 16 February 2012. The directors have the power to amend and reissue the interim financial statements.

Through the use of the internet, we have ensured that our corporate reporting is timely, complete and available globally at minimum cost to the Company. All press releases, financial statements and other information are available at our News and Reports section on our website at www.perseusmining.com.au.

Page 6

Perseus Mining Limited Statement of Comprehensive Income For the half-year ended 31 December 2011

Perseus Mining Limited Statement of Comprehensive Income For the half-year ended 31 December 2011
Notes Revenue Other income 4 Professional fees Employee benefits expense Depreciation and amortisation expense Impairment reversal of investment in associate Share of net losses of associate Loss on disposal of investment Loss on derivative financial instruments Other expenses 5 Profit / (Loss) before income tax expense Income tax benefit / (expense) 6 Profit / (Loss) after tax benefit / (expense) Other comprehensive income / (loss) Exchange differences on translation of foreign operations Net changes in fair value of cash flow hedges Income tax relating to components of other comprehensive income/(loss) 6 Total comprehensive income / (loss) for the year Profit / (Loss) attributable to: Owners of the parent Non-controlling interests Total comprehensive income / (loss) attributable to: Owners of the parent Non-controlling interests Basic profit/ (loss) per share Diluted profit/ (loss) per share	CONSOLIDATED Year to date (6months) 31 Dec 2011 31 Dec 2010 $ $
	- - 10,965,362 1,636,070 (766,370) (731,800) (3,287,760) (5,733,639) (126,925) (117,138) - 3,118,384 (256,460) (243,164) - (932,840) (136,866) (23,655,365) (1,570,364) (15,766,236)
	4,820,617 (42,425,728) 8,865,124 -
	13,685,741 (42,425,728)
	(2,502,567) (27,859,308) (14,668,477) (25,330,959) 13,181,255 -
	9,695,952 (95,615,995)
	12,880,184 (39,728,480) 805,557 (2,697,248)
	13,685,741 (42,425,728)
	9,156,358 (90,644,227) 539,594 (4,971,768)
	9,695,952 (95,615,995)
	3.14 cents (10.00) cents 3.12 cents (10.00) cents

The accompanying notes form part of these financial statements.

Page 7

Perseus Mining Limited Statement of Financial Position As at 31 December 2011

Notes Current Assets Cash and cash equivalents 7 Receivables 8 Inventories 9 Other assets 10 Total Current Assets Non-Current Assets Deferred tax asset 6 Receivables 8 Other assets 10 Investments accounted for using the equity method 11 Property, plant and equipment Mineral interest acquisition and exploration expenditure Total Non-Current Assets Total Assets Current Liabilities Payables Derivative financial instruments 12 Borrowings 13 Total Current Liabilities Non-Current Liabilities Provision Derivative financial instruments 12 Borrowings 13 Total Non-Current Liabilities Total Liabilities Net Assets Equity Issued capital 14 Reserves Accumulated losses Parent entity interest Non-controlling interest Total Equity	CONSOLIDATED 31 Dec 2011 30 June 2011 $ $
	131,455,014 96,462,044 10,151,639 8,546,771 31,802,574 428,089 3,581,529 3,081,520
	176,990,756 108,518,424
	21,863,178 - 18,972,524 3,630,650 312,078 42,193 11,829,948 9,681,081 230,088,484 228,480,167 47,663,842 32,245,535
	330,730,054 274,079,626
	507,720,810 382,598,050
	32,996,769 28,636,707 28,452,669 10,837,822 38,537,132 20,000,695
	99,986,570 59,475,224
	6,717,019 4,461,842 46,543,601 48,471,820 42,872,369 57,804,344
	96,132,989 110,738,006
	196,119,559 170,213,230
	311,601,251 212,384,820
	443,112,629 355,759,201 (68,173,700) (66,518,888) (57,377,263) (70,257,447)
	317,561,666 218,982,866 (5,960,415) (6,598,046)
	311,601,251 212,384,820

The accompanying notes form part of these financial statements.

Page 8

Perseus Mining Limited Statement of Changes in Equity For the half-year ended 31 December 2011

CONSOLIDATED

				Foreign	Hedging	Non-
			Share Based	Currency	Reserve	controlling	Non-
		Accumulated	Payments	Translation		Interest’s	controlling
	Issued Capital	Losses	Reserve	Reserve		Reserve	Interest	Total Equity
	$	$	$	$	$	$	$	$
6 months to 31 December 2011
Balance at 1 July 2011	355,759,201	(70,257,447)	16,242,006	(48,727,585)	(34,250,890)	217,581	(6,598,046)	212,384,820
Profit for the period	-	12,880,184	-	-	-	-	805,557	13,685,741
Currency translation differences	-	-	-	(2,404,653)	-	-	(117,241)	(2,521,894)
Share of currency translation difference of associated entity	-	-	-	19,327	-	-	-	19,327
Net change in fair value of cash flow hedges	-	-	-	-	(13,201,629)	-	(1,466,848)	(14,668,477)
Income tax relating to components of other comprehensive income /(loss)	-	-	-	-	11,863,129	-	1,318,126	13,181,255
Total comprehensive income/(loss) for the period	-	12,880,184	-	(2,385,326)	(1,338,500)	-	539,594	9,695,952
Shares issued during the period	89,121,209	-	-	-	-	-	-	89,121,209
Share issue expenses	(4,862,781)	-	-	-	-	-	-	(4,862,781)
Exercise of options	3,095,000	-	-	-	-	-	-	3,095,000
Fair value of options issued	-	-	2,069,014	-	-	-	98,037	2,167,051
Balance at 31 December 2011	443,112,629	(57,377,263)	18,311,020	(51,112,911)	(35,589,390)	217,581	(5,960,415)	311,601,251
6 months to 31 December 2010
Balance at 1 July 2010	346,615,812	(22,011,786)	10,998,301	(14,571,766)	-	217,581	(318,057)	320,930,085
Loss for the period	-	(39,728,480)	-	-	-	-	(2,697,248)	(42,425,728)
Currency translation differences	-	-	-	(27,654,187)	-	-	258,576	(27,395,611)
Share of currency translation difference of associated entity	-	-	-	(463,697)	-	-	-	(463,697)
Net change in the fair value of cash flow hedges	-	-	-	-	(22,797,863)	-	(2,533,096)	(25,330,959)
Total comprehensive income/(loss) for the period	-	(39,728,480)	-	(28,117,884)	(22,797,863)	-	(4,971,768)	(95,615,995)
Share issue expenses	(57,110)	-	-	-	-	-	-	(57,110)
Exercise of options	6,933,250	-	-	-	-	-	-	6,933,250
Fair value of options issued	-	-	3,685,311	-	-	-	87,911	3,773,222
Balance at 31 December 2010	353,491,952	(61,740,266)	14,683,612	(42,689,650)	(22,797,863)	217,581	(5,201,914)	235,963,452

The accompanying notes form part of these financial statements.

Page 9

Perseus Mining Limited Statement of Cash Flows For the half-year ended 31 December 2011

Notes Cash Flows from Operating Activities Payments to suppliers and employees Interest received Net Cash used in Operating Activities Cash Flows from Investing Activities Payments for exploration and evaluation expenditure Payments for acquisition of fixed assets Payments for acquisition of assets under construction Receipts from gold sales capitalised to development Payments for borrowing costs Investment in associates (Advances to) / Receipts from third parties Funds received / (Payments) for security deposits and bank guarantees 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 and cash equivalents at the beginning of the financial period Effects of exchange rate fluctuations on the balances of cash held in foreign currencies Cash and cash equivalents at the end of the period 7	CONSOLIDATED Year to date (6 months) 31 Dec 2011 31 Dec 2010 $ $
	(4,243,073) (3,819,444) 506,038 1,591,771
	(3,737,035) (2,227,673)
	(14,955,904) (7,886,026) (1,728,594) (1,490,836) (82,209,334) (76,424,748) 48,697,839 - (1,728,907) (2,396,872) (2,386,000) (1,190,000) (161,700) (739,053) 1,037,388 516,881
	(53,435,212) (89,610,654)
	89,121,209 - 3,095,000 6,933,250 (4,862,781) (133,571)
	87,353,428 6,799,679
	30,181,181 (85,038,648) 96,462,044 185,591,726 4,811,789 (11,757,134)
	131,455,014 88,795,944

The accompanying notes form part of these financial statements.

Page 10

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

Contents of the Notes to the Financial Statements

		Page
1	Summary of significant accounting policies	12
2	Critical accounting estimates and judgements	12
3	Segment information	14
4	Other income	16
5	Expenses	16
6	Income tax expense	16
7	Cash and cash equivalents	17
8	Receivables	17
9	Inventories	18
10	Other assets	18
11	Investments accounted for using the equity method	19
12	Derivative financial instruments	20
13	Borrowings	20
14	Issued capital and reserves	21
15	Contingencies	22
16	Commitments	22
17	Events occurring after the end of the reporting period	22

Page 11

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these consolidated interim financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The interim financial statements are for the consolidated entity consisting of Perseus Mining Limited (“Perseus” or the “Company”) and its subsidiaries (the “group” or the “consolidated entity”).

Basis of Preparation

Perseus Mining Limited is a listed public company, incorporated and domiciled in Australia. During the half year ended 31 December 2011, the consolidated entity conducted operations in Australia, Ghana and Côte d'Ivoire.

These consolidated interim financial statements of the consolidated entity for the period ended 31 December 2011 are general purpose financial statements prepared in accordance with the requirements of the Australian Corporations Act 2001 (Cth) , applicable accounting standards including AASB 134 ‘Interim Financial Reporting’, other authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’) and Urgent Issues Group Interpretations.

These condensed interim financial statements do 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 these interim financial statements be read in conjunction with the annual financial report for the year ended 30 June 2011, and any public announcements made by the group during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001.

The consolidated interim financial statements are presented in Australian dollars, which is Perseus Mining Limited’s functional and presentation currency.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

Compliance with IFRS

The consolidated financial statements of the group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’.

New and amended standards adopted by the group

In the half-year ended 31 December 2011, 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 2011. As a result of this review the Directors have determined that there is no change necessary to group accounting policies.

Historical cost convention

These consolidated interim financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities (including derivative instruments) at fair value through profit or loss.

Critical accounting estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.

2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including the expectations of future events that may have a financial impact on the consolidated entity and that are believed to be reasonable under the circumstances.

Page 12

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS – continued

The group makes estimates and assumptions concerning the future. The resulting accounting will, by definition, seldom equal the actual results. The estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(i) Exploration and evaluation expenditure Management determines when an area of interest should be abandoned. When a decision is made that an area of interest is not commercially viable, all costs that have been capitalised in respect of that area of interest are written off. In determining this, assumptions, including the maintenance of title, ongoing expenditure and prospectively are made.

(ii) Impairment of assets In determining whether the recoverable amount of each cash generating unit is the higher of fair value less costs to sell or value-in-use against which asset impairment is to be considered, the group undertakes future cash flow calculations which are based on a number of critical estimates and assumptions including, for its assets under construction, forward estimates of:

• (i) Mine life including quantities of mineral reserves and resources for which there is a high degree of confidence of economic extraction with given technology;

• (ii) Estimated production and sales levels;

• (iii) Estimate future commodity prices;

• (iv) Future costs of production;

• (v) Future capital expenditure;

• (vi) Future exchange rates; and/or

• (vii) Discount rates applicable to the cash generating unit.

Variations to expected future cash flows, and timing thereof, could result in significant changes to the impairment test results, which in turn could impact future financial results.

(iii) Share-based payment transactions The consolidated entity measures the cost of equity-settled transactions with employees and consultants by reference to the fair value of the equity instruments at the date at which they were granted. The fair value of options granted is determined using a Black-Scholes model.

(iv) Restoration and rehabilitation provisions

The value of the current restoration and rehabilitation provision is based on a number of assumptions including the nature of restoration activities required and the valuation at the present value of a future obligation that necessitates estimates of the cost of performing the work required, the timing of future cash flows and the appropriate discount rate. Additionally current provisions are based on the assumption that no significant changes will occur in relevant legislation covering restoration of mineral properties. A change in any, or a combination, of these assumptions used to determine current provisions could have a material impact to the carrying value of the provision.

(v) Derivative financial instruments

The group makes judgements on the effectiveness of all derivative financial instrument entered into, including forward metal contracts, metal options and foreign currency option contracts. Management’s assessment is that, unless otherwise disclosed the derivatives have been highly effective in offsetting changes in the fair value of the future cash flows against which they have been designated and as such are compliant with the hedge effectiveness requirements of AASB 139. Further information on the group’s use of derivative financial instruments, including carrying values, is set out in note 12.

(vi) Taxes

Judgement is required in determining whether deferred tax assets are recognised on the statement of financial position. Deferred tax assets, including those arising from un-utilised tax losses, require management to assess the likelihood that the group will generate taxable earnings in future periods, in order to utilise recognised deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets recorded at the reporting date could be impacted.

Additionally, future changes in tax laws in jurisdictions in which the group operates could limit the ability of the group to obtain tax deductions in future periods.

Page 13

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS – continued

(vii) Commercial production

The group assesses the stage of each mine under construction to determine when a mine moves into the production stage being when the mine is substantially complete and ready for its intended use. The criteria used to assess the start date are determined based on the unique nature of each mine construction project, such as the complexity of a plant and its location. The group considers various relevant criteria to assess when the production phase is considered to commence and all related amounts are reclassified from ‘Mines under construction’ to ‘Mine properties’ and ‘Property, plant and equipment’. Some of the criteria used will include but are not limited to, the following:

• (i) Level of capital expenditure incurred compared to the original construction cost estimates;

• (ii) Completion of a reasonable period of testing of the mine plant and equipment;

• (iii) Ability to produce metal in saleable form (within specifications); and

• (iv) Ability to sustain ongoing production of metal.

When a mine development / construction project moves into the production stage, the capitalisation of certain mine development / construction costs ceases and costs are either regarded as forming part of the cost of inventory or expensed, except for costs that qualify for capitalisation relating to mining asset additions or improvements, underground mine development or mineable reserve development. It is also at this point that depreciation / amortisation commences.

3. SEGMENT INFORMATION

(a) Description of segments

Management has determined the operating segments based on the reports reviewed by the executive management team and board of directors that are used to make strategic decisions.

The group primarily reports on a geographical basis as its risks and rates of return are affected predominantly by differences in geographical areas in which it operates and this is the format of the information provided to the executive management team and board of directors.

The group operated principally in three geographical segments during the half-year ended 31 December 2011 being Australia and the West African countries of Ghana and Côte d’Ivoire. The segment information is prepared in conformity with the group’s accounting policies.

The group comprises the following main segments:

Australia Investing activities and corporate management. Ghana Mineral exploration, evaluation and development activities. Côte d’Ivoire Mineral exploration and evaluation activities.

Page 14

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

3. SEGMENT INFORMATION – continued

(b) Segment information provided to the executive management team and board of directors

Total Revenue Revenue Other income Reconciliation to total revenue and other income Results Operating profit / (loss) before income tax Income tax benefit Net profit / (loss) Included within segment results: Share of net profit / (loss) of associate accounted for using the equity method Depreciation Loss on derivative financial instruments Revaluation / (devaluation) of gold put options Impairment reversal of investment in associate Options issued to employees, Directors and consultants Foreign exchange gain/(loss) Assets Segment assets Total assets includes: Investments in associates Additions to non-current assets (other than financial assets) Liabilities Segment liabilities	Six months ending Australia Australia Ghana Ghana Côte d’Ivoire Côte d’Ivoire 31 Dec 2011 31 Dec 2010 31 Dec 2011 31 Dec 2010 31 Dec 2011 31 Dec 2010 $ $ $ $ $ $	Consolidated Consolidated 31 Dec 2011 31 Dec 2010 $ $
	- - - - - - 11,075,202 1,577,753 (19,714) 58,317 (90,126) -	- - 10,965,362 1,636,070
	11,075,202 1,577,753 (19,714) 58,317 (90,126) -	10,965,362 1,636,070
	6,252,284 (13,897,692) (1,070,181) (27,657,721) (361,486) (870,315)	4,820,617 (42,425,728)
	(256,460) (243,164) - - - - (34,249) (26,672) (67,172) (81,397) (25,504) (9,069) - - (136,866) (23,655,365) - - 349,570 (4,082,526) (201) (1,405,755) - - - 3,118,384 - - - - (935,388) (1,443,855) (366,033) (1,687,469) (33,806) (713,435) 10,089,391 (8,704,256) (46,385) (118,906) (90,127) 29,223 Six Months Twelve Months Six Months Twelve Months Six Months Twelve Months Ended Ended Ended Ended Ended Ended 31 Dec 2011 30 June 2011 31 Dec 2011 30 June 2011 31 Dec 2011 30 June 2011 125,447,792 35,621,883 353,005,163 320,474,137 29,267,855 26,502,030	8,865,124 -
		13,685,741 (42,425,728)
		(256,460) (243,164) (126,925) (117,138) (136,866) (23,655,365) 349,369 (5,488,281) - 3,118,384 (1,335,227) (3,844,759) 9,952,879 (8,793,939) Six Months Twelve Months Ended Ended 31 Dec 2011 30 June 2011 507,720,810 382,598,050
	11,829,948 9,681,081 - - - - 879,763 1,122,782 4,474,436 146,714,371 4,935,565 5,127,572 1,245,695 1,016,363 193,566,450 168,078,406 1,307,414 1,118,461	11,829,948 9,681,081 10,289,764 152,964,725 196,119,559 170,213,230

Page 15

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011
4. OTHER INCOME Interest income Foreign exchange gains Revaluation of gold put options Other	Consolidated Year to date (6 months) 31Dec 2011 31 Dec 2010 $ $ 472,234 1,626,055 9,952,879 - 349,369 - 190,880 10,015
	10,965,362 1,636,070

5. EXPENSES

Profit / (loss) from ordinary activities before income tax has been determined after:

Expenses
Other expenses include:
Bank Fees	63,547	158,631
Insurance	300,074	100,736
Public relations	237,858	170,125
Stock exchange listing and compliance fees	111,170	116,873
Foreign exchange losses	-	8,793,939
Devaluation of gold put options	-	5,488,281
Travel	445,535	452,821

6. INCOME TAX EXPENSE

Previously unrecognised net deferred tax assets of $21,863,178 (31 Dec 2010: nil) have been recognised in the current period. The resulting credit associated with this has been recognised as an income tax benefit of $8,556,634 and as other comprehensive income of $13,181,255.

The income tax benefit that has been recognised in the statement of comprehensive income comprises $8,556,634 of deferred income tax benefit and $308,490 of current income tax benefit.

Deferred tax assets relating to the group’s operations in Ghana have been recognised during the half year as construction of the Edikan Gold Mine (“EGM”) has been completed, commissioning commenced and first gold poured. In addition, management are satisfied that the operations have achieved commercial production from 1 January 2012. Accordingly, management consider it is probable that the group will earn sufficient taxable income in Ghana to utilise the tax assets in the future.

Page 16

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

7. CASH AND CASH EQUIVALENTS

7. CASH AND CASH EQUIVALENTS
		Consolidated
		31 Dec 2011	30 June 2011
		$	$
Cash assets	(i)	10,608,721	1,841,096
Short term deposits	(ii)	120,846,293	94,620,948
		131,455,014	96,462,044

• (i) Cash at bank earns interest at floating rates based on daily bank deposit rates.

• (ii) Short-term deposits are made for varying periods of between one day and ninety days, depending on the immediate cash requirements of the group, and earn interest at the respective short-term deposit rates.

Risk exposure

The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above.

8. RECEIVABLES

Current Trade debtors (i) Sundry debtors (i) Other Receivable (ii) Non-current Other Receivable (ii) Loans to external party (iii) Security deposits (iv)	9,260,531 - 891,108 1,194,269 - 7,352,502
	10,151,639 8,546,771
	15,918,983 - 844,627 749,994 2,208,914 2,880,656
	18,972,524 3,630,650

Terms relating to the above financial instruments:

• (i) Trade and sundry debtors are non-interest bearing and generally on 30 day terms.

• (ii) Other receivable relates to a VAT refund from the Ghana Internal Revenue Service. This has been reclassified from current to non-current during the half-year period.

• (iii) The loan relates to advances made to SOMICI SARL for exploration on the Tengrela South tenement where the group has agreed to fund exploration to feasibility stage. SOMICI SARL is an unrelated entity to the group and this advance is repayable by SOMICI SARL to the group.

• (iv) At 31 December 2011, the group has US$2.248 million (approximately A$2.209 million) held in bank deposits which are subject to a lien and are collateral for a bank guarantee that has been issued to the Ghana Environmental Protection Agency in relation to environmental rehabilitation provisions concerning the EGM.

Fair value and foreign exchange and credit risk

Due to the nature of the receivables, their carrying amount is assumed to approximate their fair value. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of receivables mentioned above.

Page 17

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

9. INVENTORIES

9. INVENTORIES
Ore stockpiles Gold in circuit Bullion on hand Materials and supplies	Consolidated 31 Dec 2011 30 June 2011 $ $ 18,457,096 - 1,370,720 - 5,116,928 - 6,857,830 428,089
	31,802,574 428,089

Inventory expense

No inventory expense has been recognised as an expense during the half-year ended 31 December 2011 (31 Dec 2010: nil). There have been no write-downs of inventories to net realisable value during the half-year ended 31 December 2011 (31 Dec 2010: nil).

10. OTHER ASSETS

Current Prepayments Financial assets at fair value through profit or loss (i) Non-current Financial assets at fair value through profit or loss (i)	3,561,277 3,081,289 20,252 231
	3,581,529 3,081,520
	312,078 42,193

(i) Terms and conditions relating to the above financial instruments:

On 26 August 2009, the group purchased a strip of Bullion Options pursuant to which the group has the right but not the obligation to sell a total of 100,000 ounces of gold to counterparties at a fixed price of US$850 per ounce in twenty four equal monthly amounts commencing on 27 January 2012 and ending on 27 December 2013. The put options were purchased for a consideration of US$9,140,000 (A$10,888,730).

On 13 May 2010, the group purchased a strip of Bullion Options pursuant to which the group has the right but not the obligation to sell a total of 20,000 ounces of gold to counterparties at a fixed price of US$1,100 per ounce in six equal monthly amounts commencing on 28 July 2011 and ending on 28 December 2011. The put options were purchased for a consideration of US$1,661,832 (A$1,820,521). The options matured unexercised during the half-year period.

Page 18

Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

			Ownership	interest	Published	fair value
		Country of	Dec 2011	June 2011	Dec 2011	June 2011
Name of associated entity:	Principal activity	incorporation	%	%	$	$
Manas Resources Limited	Gold Exploration	Australia	23.7	23.9	7,868,184	7,870,000
Burey Gold Limited	Gold Exploration	Australia	23.0	25.6	3,260,000	5,086,900

Manas Resources Limited (“Manas”)

On 30 September 2011 Perseus entered into a sub-underwriting agreement with respect to the shortfall of the exercise of options to subscribe for that number of shares which results in its shareholding interest in Manas remaining around its current holding. On 13 October 2011 Perseus subscribed for and was allotted 11,930,000 shares at a cost of $2,386,000 and, as a result of the 30 September 2011 exercise of options by Manas option holders, further shares were allotted and Perseus’s interest in Manas reduced from 23.9% to 23.7%.

Investment in associated entity – Manas Resources Limited	Consolidated 31 Dec 2011 30 June 2011 $ $ 8,161,220 5,957,660

Burey Gold Limited (“Burey”)

On the 30 June 2011 Perseus exercised 34,800,000 options for a total consideration of $1,740,000 and its interest in Burey increased from 19.9% to 25.6%. As a result of the exercise of the options, Perseus was issued 34,800,000 ‘piggy-back’ options. In July 2011, and as a result of the 30 June 2011 exercise of options by Burey option holders, further shares were allotted and Perseus’s interest in Burey decreased to 23.0%.

The “piggy-back” options to acquire shares in Burey have the following terms:

Number of options	Exercise Price	Maturity Date
34,800,000	$0.08	31 December 2012

Investment in associated entity - Burey Gold Limited

Consolidated
31 Dec 201130 June 2011
$ $
3,668,728 3,723,421

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Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

12. DERIVATIVE FINANCIAL INSTRUMENTS

12. DERIVATIVE FINANCIAL INSTRUMENTS
Current Cash flow hedge liability Non-Current Cash flow hedge liability	Consolidated 31 Dec 2011 $ 30 June 2011 $ 28,452,669 10,837,822
	46,543,601 48,471,820

The group is party to derivative financial instruments in the normal course of business in order to hedge exposure to future price and currency fluctuations in the primary commodity markets in which it operates. This is done in accordance with the group's financial risk management policies

Forward metal contracts – cash flow hedges:

The group uses cash flow designated USD forward metal contracts to hedge movements in USD base metal prices on its anticipated sales of gold. At 31 December 2011 there were cash flow designated hedge contracts in place for 230,000 ounces of gold with settlements scheduled between March 2012 and December 2014. These hedge contracts were designated as effective cash flow hedges beginning 1 October 2010.

From 1 October 2010 the portion of the gain or loss on these hedging instruments that are determined to be an effective hedge are recognised and retained directly in equity. The ineffective portion will be recognised in the statement of comprehensive income.

13. BORROWINGS

Current

Current
Interest-bearing loan facility (i) Non-Current Interest-bearing loan facility (i)	38,537,132 20,000,695
	42,872,369 57,804,344

• (i) The group drew down on its finance facility provided by Macquarie Bank Limited and Credit Suisse AG in June 2011. This is a secured loan facility with fixed repayments, with the balance repayable by September 2014. Currently interest is based on LIBOR plus a 3.75% margin pre completion.

Secured liabilities and assets pledged as security

The debt and hedge facilities provided by Macquarie Bank Limited and Credit Suisse AG are secured by a guarantee and indemnity from the Company covering all money due under the facilities as well as mortgages over certain of the Company’s assets including its shares in Kojina Resources Ltd (“Kojina”) and receivables under intercompany loan arrangements with subsidiaries. In addition, the security package includes fixed and floating charges over all of the assets and undertakings of both Kojina and Perseus Mining (Ghana) Limited including a first ranking mortgage over the EGM tenements.

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Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

14. ISSUED CAPITAL AND RESERVES

		Consolidated	Consolidated
		31 Dec 2011		31 Dec 2010
	$	Number	$	Number
Balance at the beginning of the period	355,759,201	425,617,088	346,615,812	418,032,088
Shares issued pursuant to exercise of options	3,095,000	1,460,000	6,933,250	4,805,000
Shares placements at issue price of $3.10 on 2 November 2011	77,395,694	25,000,000	-	-
Shares issued to underwriters pursuant to exercise of over-
allotment options at issue price of $3.13 per share on 14	11,725,515	3,750,000	-	-
November 2011
Transaction costs arising from issue of securities for cash	(4,862,781)	-	(57,110)	-
Balance at the end of the period	443,112,629	455,827,088	353,491,952	422,837,088

(b) Share Options

Options to subscribe for ordinary shares in the Company have been granted as follows:

Exercise Period Note Exercise Price	Opening Balance 1 July 2011 Options Issued Options Exercised/ Cancelled/ Expired Closing Balance 31 Dec 2011 Number Number Number Number
On or before 14 January 2012 $2.13 On or before 23 January 2012 $0.65 On or before 31 March 2012 $1.80 On or before 31 March 2012 $1.30 On or before 16 June 2013 $2.13 On or before 29 July 2012 $2.45 On or before 6 October 2013 $3.00 On or before 14 October 2012 $3.00 On or before 14 October 2012 $3.45 On or before 3 November 2013 $3.20 On or before 15 June 2014 $3.00	1,050,000 - (1,000,000) 50,000 1,035,000 - (10,000) 1,025,000 400,000 - - 400,000 600,000 - - 600,000 1,330,000 - (450,000) 880,000 400,000 - - 400,000 450,000 - - 450,000 160,000 - - 160,000 280,000 - - 280,000 340,000 - (70,000) 270,000 2,390,000 - (100,000) 2,290,000
	8,435,000 - (1,630,000) 6,805,000

(c) Ordinary shares

Ordinary shares entitle the holder to participate in dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

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Perseus Mining Limited Notes to the Financial Statements For the half-year ended 31 December 2011

15. CONTINGENCIES

The group has entered into three lump sum contracts for the design, supply, construction and services related to the development of the EGM. Notwithstanding the fixed price nature of the contracts, during and after the term of the contracts, claims may be made by the contractors for additional costs associated with changes in scope of work, valid extensions of time or similar.

There were no known contingent liabilities which were not provided for in the financial statements of the group as at 31 December 2011.

16. COMMITMENTS

(a) Exploration expenditure commitments

With respect to the group’s mineral property interests in Ghana and Côte d’Ivoire, statutory expenditure commitments specified by the mining legislation are nominal in monetary terms. However, as part of mineral licence application and renewal requirements, the group submits budgeted exploration expenditure. In assessing subsequent renewal applications, the mining authorities review actual expenditure against budgets previously submitted. The group’s budget expenditures for future periods are shown below. These amounts do not become legal obligations of the group and actual expenditure may and does vary depending on the outcome of actual exploration programs, and the costs and results from those programs.

Within one year One year or later and not later than five years Later than five years	Consolidated 31 Dec 201130 June 2011 $ $ 1,050,000 1,050,000 1,400,000 5,400,000 950,000 1,550,000
	3,400,000 8,000,000

(b) Capital commitments

In March 2007, the Company’s subsidiary, Kojina Resources Limited (“Kojina”), exercised an option to purchase all of the issued capital of PMGL (formerly Central Ashanti Gold Ltd), a Ghanaian company which is the holder of the EGM. In addition to the consideration paid, Kojina is liable to pay a royalty of 0.25% of gold refined from the tenement areas from commercial mining operations to Strategic Systems Pty Ltd who has subsequently assigned this entitlement to Waratah Investments Limited. PMGL itself had acquired the EGM from the former owner, AngloGold Ashanti Limited(“AGC”). All consideration payable under the contract to purchase the EGM licences, has been paid other than a royalty on gold produced from the leases of 2% if the gold price is below US$350/oz, 2.5% if the gold price is over US$350 but below US$500/oz and 3% if the gold price exceeds US$500/oz on resources existing on the EGM Mining Licences when PMGL entered in the contract with AGC, or a royalty at half of those rates on new resources identified by PMGL on those licences. By deed of assignment dated 30 June 2011 AGC assigned all of its interest in this royalty to Franco-Nevada Corporation.

The group has also assumed responsibility for all rehabilitation of the EGM Mining leases, which are currently estimated to cost approximately US$6.7 million and a provision has been recorded for this at balance date.

In December 2011, the Company placed an order for the construction of the SAG mill for the Sissingué Gold Mine in Côte d’Ivoire. The commitments under this contract were for approximately A$3.3 million and EUR 1.8 million.

17. EVENTS OCCURING AFTER THE END OF THE REPORTING PERIOD

Since the end of the financial year and to the date of this report no matter or circumstance has arisen that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years other than:

• a) On 10 January 2012, the Company declared that commercial production has commenced at the EGM on 1 January 2012. Accordingly, from 1 January all revenue, expenses and borrowing costs associated with the EGM will be recognised in the income statement.

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Perseus Mining Limited Directors’ Declaration 31 December 2011

DIRECTORS’ DECLARATION

In the opinion of the directors of Perseus Mining Limited (the ‘Company’):

• a. the accompanying financial statements, and notes 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 2011 and of its performance for the half year then ended; and

• ii. complying with Australian Accounting Standard AASB 134: Interim Financial Reporting, the Corporations Regulations 2001 and other mandatory professional reporting requirements; 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.

Pursuant to s.303(5) of the Corporations Act 2001, this declaration is signed in accordance with a resolution of the Board of Directors.

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M A Calderwood Managing Director

Dated at Perth, 16 February 2012

Page 23

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To the members of Perseus Mining Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Perseus Mining Limited, which comprises the statement of financial position as at 31 December 2011, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

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 a Financial Report 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 2011 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 and the entities it controlled during the half-year, 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 have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report.

GB:MB:PERSEUS:009

Liability limited by a scheme approved under Professional Standards Legislation

Page 24

2

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 2011 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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Ernst & Young

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Gavin A Buckingham Partner Perth 16 February 2012

Page 25