PERSEUS MINING LIMITED — Interim / Quarterly Report 2018

Feb 20, 2018

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ABN 27 106 808 986

Interim Financial Report

For the Half-Year ended 31 December 2017

This interim report incorporating Appendix 4D is provided to the Australian Securities Exchange (ASX) under ASX Listing Rule 4.2A.3

Perseus Mining Limited Contents

	Page
Appendix 4D	1
Corporate directory	2
Directors’ report	3
Interim financial statements	8
Directors’ declaration	25
Independent auditor’s review report	26

Perseus Mining Limited Appendix 4D For the half-year ended 31 December 2017

Appendix 4D under the ASX Listing Rule 4.2A.3

Results for announcement to the market

		Six months		Six months
		to		to
		31 December 2016		31 December 2017
		$‘000		$‘000
Revenue from ordinary activities	Up 24% from	134,551	to	167,483
(Loss) / profit after tax from ordinary activities	Down 55% from	(25,610)	to	(11,470)
(Loss) / profit after tax attributable to members	Down 46% from	(22,285)	to	(12,134)

Net tangible assets per share

	31	December	31	December
		2016		2017
Net tangible assetsper share		$0.71		$0.82

Dividends / distributions

No interim dividend was paid or declared for the period ended 31 December 2017.

Details of entities over which control has been gained or lost during the half year

On 16 August 2017, Perseus Mining Limited’s subsidiary, Winston Mining Limited (BVI), was put into liquidation.

Explanation of results

See commentary on results in the Directors’ report on pages 3-6.

Page 1

Perseus Mining Limited Corporate directory

Directors
	Terence Sean Harvey	Non-Executive Chairman
	Jeffrey Allan Quartermaine	Managing Director
	Colin John Carson	Executive Director
	Michael Andrew Bohm	Non-Executive Director
	John Francis Gerald McGloin	Non-Executive Director
	Alexander John Davidson	Non-Executive Director
	Sally-Anne Georgina Layman	Non-Executive Director
Company secretary	Martijn Paul Bosboom
Registered and	Level 2
corporate office	437 Roberts Road
	Subiaco, Western Australia 6008
	Australia
	PO Box 1578
	Subiaco, Western Australia 6904
	Telephone:	(61 8) 6144 1700
	Facsimile:	(61 8) 6144 1799
	Email address:	info@perseusmining.com
	Website:	www.perseusmining.com
Ghana 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	II Plateaux - Vallons
	Rue J75/J44 Lot 1438 ilot 145
	06 BP 1958 Abidjan 06, Côte d’Ivoire
	Telephone:	(225) 22 41 9126
	Facsimile:	(225) 22 41 0925
Share registry	Computershare Investor Services Pty Limited	Computershare Investor Services Inc.
	Level 11	Level 3
	172 St Georges Terrace	510 Burrard Street
	Perth, Western Australia 6000	Vancouver, British Columbia V6C3B9
	Australia	Canada
	Telephone: (61 3) 9415 4000	Telephone: (1 604) 661 9400
	Facsimile: (61 3) 9473 2500	Facsimile: (1 604) 661 9401
	www.computershare.com	www.computershare.com
Auditors	PricewaterhouseCoopers
	125 St Georges Terrace
	Perth, Western Australia 6000
Stock exchange listings	Australian Securities Exchange	(ASX – PRU)
	Toronto Stock Exchange	(TSX – PRU)
	Frankfurt Stock Exchange	(WKN: AOB7MN)

Page 2

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” or the “company”) and its controlled entities for the half-year ended 31 December 2017 (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:

Terence Sean Harvey	Non-Executive Chairman
Jeffrey Allan Quartermaine	Managing Director and Chief Executive Officer
Colin John Carson	Executive Director
Michael Andrew Bohm	Non-Executive Director
John Francis Gerald McGloin	Non-Executive Director
Alexander John Davidson	Non-Executive Director
Sally-Anne Georgina Layman (Appointed 13 September 2017)	Non-Executive Director

RESULTS

The group’s net loss after tax for the half-year ended 31 December 2017, after bringing to account a foreign exchange loss and writing off capitalised exploration and development expenses, was $11.470 million (31 December 2016: $25.610 million loss). EBITDA for the half-year ended 31 December 2017 was up significantly from the comparative period to $34.783 million (31 December 2016 loss: $15.714 million). EBITDA excluding foreign exchange movements, write offs or legal settlements was $45.793 million, up from 31 December 2016 loss: $0.750 million. There was a $32.932 million increase in revenue in the current period to $167.483 million (31 December 2016: $134.551 million). This related to an increase in gold sold due to increased gold production stemming from a higher head grade as well as higher gold prices realised in the current period.

The foreign exchange gain decreased by $12.420 million in the current period to a loss of $3.313 million (31 December 2016 gain: $9.107 million), related to the strengthening of the Australian dollar against the United States dollar compared to the weakening in the comparative period. The decrease in the net loss after tax is largely attributable to the US$20.000 million settlement of a legal dispute with Bayswater Construction & Mining sarl (“BCM”) which occurred in the comparative period. Further information on the group’s results can be found in the Statement of Comprehensive Income on page 9.

PRINCIPAL ACTIVITIES

The principal activities of the group during the period were mining operations and the sale of gold, mineral exploration and 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 three key projects, namely the Edikan Gold Mine in Ghana (“EGM” or “Edikan”), Sissingué Gold Project (“SGP” or “Sissingué”) and Yaouré Gold Project (“Yaouré”), both in Côte d'Ivoire.

Edikan Gold Mine - Ghana

The group owns a 90% beneficial interest in the EGM, a producing gold mine located in Ghana. The remaining 10% beneficial interest in the EGM is a free carried shareholding in the project company owned by the Ghanaian government.

Page 3

Perseus Mining Limited Directors’ report

Mining and Processing Operations

Operating results at the EGM for the 6 months to 31 December 2017 and the corresponding period in 2016 were as follows.

Key operating parameter	Units	31 December 2017	31 December 2016
Waste + ore mined	bcm	8,815,000	9,061,000
Ore mined	tonnes	4,660,000	2,995,000
Ore milled	tonnes	3,462,000	3,199,000
Head grade	g/t gold	1.13	0.89
Recovery	%	86	83
Gold produced	oz	108,008	75,999

Gold production for the period was 108,008 ounces (an increase of 42% relative to the corresponding prior period) at an all-in site cost (“AISC” - including production, royalties and sustaining capital costs) of US$1,104/oz, down 30% relative to the corresponding period in 2016, largely as a result of improved head grade and a reduction in capital works undertaken during the period in comparison to the large capital works programme undertaken during the corresponding period.

During the period, a total of 8,815,000 bcms of material was mined from the Esuajah North, Fetish, Chirawewa and Fobinso open pits, including 4,660,000 tonnes of ore grading 1.08g/t plus 15,774,000 tonnes of waste material. The run of mine (“ROM”) ore stockpiles that include both high and low-grade ore (but not mineralised waste) plus crushed ore increased by 1,197,000 tonnes to 4,059,000 tonnes grading 0.6g/t during the period. The increase in the stockpile reflected a surplus of ore mined relative to ore milled during the period.

A total of 3,462,000 tonnes of ore grading 1.13 g/t of gold was milled during the period. Overall gold recovery rate of 86% resulted in the recovery of 108,008 ounces of gold. A total of 103,946 ounces of gold were sold at a weighted average price of US$1,274/oz.

A total of 150,522 ounces of gold were committed across the group to forward sales contracts at a weighted average gold price of US$1,285/oz as at the end of the period, including 67,000 ounces at a weighted average gold price of US$1,301/oz that is currently earmarked to support the Sissingué project finance debt facility.

The Company’s US$20 million working capital debt facility provided to Perseus’s Ghanaian subsidiary by Macquarie Bank Limited was converted into a US$30 million revolving line of credit to improve flexibility in terms of managing working capital and fund high potential exploration activities in coming months. The amount drawn at the end of the period was US$25 million.

Sissingué Gold Project – Côte d’Ivoire

The group owns an 86% beneficial interest in the SGP, located in the north of Côte d'Ivoire. The Company’s 86% interest in the SGP reflects a 10% free carried shareholding in the project company held by the Government of Côte d'Ivoire and a 4% free carried shareholding owned by local interests. The development of its second gold mine at Sissingué provides Perseus with a relatively low cost, low technical risk opportunity to pursue its strategy of diversifying its production base by establishing a second financially robust, producing mine in Côte d’Ivoire.

Construction at Sissingué progressed strongly on all fronts during the period with construction ahead of schedule and on budget at the end of the period. Commissioning of the plant front end as well as ore crushing began towards the end of the period.

The majority of key management appointments for the mine were made during the period and employees progressively arrived on site in readiness for commissioning activities.

Page 4

Perseus Mining Limited Directors’ report

The mining contractor, Société de Forage et de Travaux Public – Mining SA (“SFTP”) assembled its mining fleet on site and commenced mining towards the end of the period. Grade control drilling which is also being performed by SFTP started during the period and approximately three months of grade control data was obtained by the time that mining activities start.

Subsequent to the end of the period, crushed ore was introduced to the mill and CIL plant for the first time on 13 January 2018. First gold was produced approximately one month ahead of schedule on 26 January 2018. The ramp up of operations to full scale commercial production is on schedule for completion on or before 31 March 2018. Current forecasts indicate that the US$107 million capital cost estimate for the full development of the Sissingué mine and infrastructure, excluding early works but including operational readiness initiatives, will not be exceeded.

The loan agreement for the US$40 million Sissingué project debt facility provided by Macquarie Bank Limited was executed during the period and a total of US$25 million was drawn during the period. The US$15 million balance remaining available under the facility at 31 December 2017 is available to be drawn in coming months to fund completion of the Sissingué mine development.

Yaouré Gold Project – Côte d’Ivoire

The group owns a 90% beneficial interest in Yaouré, with the remaining 10% a free carried interest in the eventual project company reserved for the Ivorian government.

The Definitive Feasibility Study (“DFS”) for Yaouré, Perseus’s prospective third gold mine, was completed on schedule during the period, confirming the high quality of the project and the significant potential contribution that it can make to Perseus’s short to medium term plans. The DFS has demonstrated that Yaouré economics are attractive at a range of gold prices and discount rates and that Yaouré is technically very robust, with sound operating metrics based on an estimated Ore Reserve of 26.8 Mt of ore grading 1.76g/t gold containing 1.52 million ounces of gold.

Subsequent to the end of the period, Perseus lodged an application with the Ivorian Minerals Commission for an Exploitation Permit (“EP”) covering the Yaouré project development area. Negotiation with the government of Côte d’Ivoire for a Mining Convention to apply throughout the projected life of Yaouré is expected to start following the granting of the EP which is expected before the end of the financial year.

Evaluation of financing alternatives is underway and front end engineering and design is expected to begin towards the end of the financial year, with a development decision expected by December 2018.

ROUNDING

The amounts contained in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) where noted ($’000) under the option available to the group under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. This legislative instrument applies to the group.

Page 5

Perseus Mining Limited Directors’ report

AUDITOR’S INDEPENDENCE DECLARATION

Section 307C of the Corporations Act 2001 requires our auditors, PricewaterhouseCoopers, 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 2017.

Signed in accordance with a resolution of directors.

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J A Quartermaine Managing Director and Chief Executive Officer Perth, 21 February 2018

Page 6

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Auditor’s Independence Declaration

As lead auditor for the review of Perseus Mining Limited for the half-year ended 31 December 2017, I declare that to the best of my knowledge and belief, there have been:

• (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• (b) no contraventions of any applicable code of professional conduct in relation to the review. This declaration is in respect of Perseus Mining Limited and the entities it controlled during the period.

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Craig Heatley Partner PricewaterhouseCoopers

Perth 21 February 2018

PricewaterhouseCoopers, ABN 52 780 433 757 Brookfield Place, 125 St Georges Terrace, PERTH WA 6000, GPO Box D198, PERTH WA 6840 T: +61 8 9238 3000, F: +61 8 9238 3999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

Page 7

Perseus Mining Limited Financial statements 31 December 2017

Contents

Contents	Page
Financial statements
Statement of comprehensive income	9
Statement of financial position	10
Statement of changes in equity	11
Statement of cash flows	12
Notes to the consolidated financial statements	13-24
Directors’ declaration	25
Independent auditor’s review report	26

Table of notes to the consolidated financial statements:

	Performance	Operating assets and	Capital and financial risk	Unrecognised items
		liabilities	management
1.	Segment information	4. Inventories	7. Derivative financial	11. Contingencies
			instruments
2.	Other income / expenses	5. Property, plant and	8. Interest-bearing	12. Commitments
		equipment	liabilities
3.	Income tax benefit /	6. Mineral interest	9. Issued capital and	13. Events occurring after
	(expense)	acquisition and	reserves	the end of the
		exploration		reporting period
		expenditure
			10. Fair value of financial
			instruments

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 Second Floor 437 Roberts Road Subiaco, Western Australia 6008 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 3 to 6, which is not part of these interim financial statements.

These interim financial statements were authorised for issue by the directors on 21 February 2018. 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.

Page 8

Perseus Mining Limited Statement of comprehensive income For the half-year ended 31 December 2017

Notes Continuing operations Revenue Other income 2 Changes in inventories of finished goods and work in progress Contractors, consumables, utilities and reagents Royalties Employee benefits expense 2 Depreciation and amortisation expense 2 Foreign exchange (loss) / gain 2 Finance cost 2 Write-off of assets under construction 5 Write-off of exploration 6 Legal Settlement 2 Other expenses Loss before income tax Income tax (expense) / benefit 3 Net loss after income tax Other comprehensive loss Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Net changes in fair value of cash flow hedges Net changes in fair value of financial assets Income tax benefit / (expense) relating to cash flow hedges Total comprehensive loss for the year Loss attributable to: Owners of the parent Non-controlling interests Total comprehensive loss attributable to: Owners of the parent Non-controlling interests Basic loss per share Diluted loss per share	Consolidated 31 Dec 2017 31 Dec 2016 $’000 $’000
	167,483 134,551 284 293 15,821 4,762 (107,984) (109,328) (11,132) (8,133) (16,515) (16,510) (42,063) (21,799) (3,313) 9,107 (1,320) (12) (7,054) - (643) - - (24,071) (2,164) (6,385)
	(8,600) (37,525) (2,870) 11,915
	(11,470) (25,610) 4,307 2,290 (7,038) 20,533 (1,552) (536) 509 (7,186)
	(15,244) (10,509)
	(12,134) (22,285) 664 (3,325)
	(11,470) (25,610)
	(15,740) (8,736) 496 (1,773)
	(15,244) (10,509)
	(1.18) cents (2.21) cents (1.18) cents (2.21) cents

The accompanying notes form part of these financial statements.

Page 9

Perseus Mining Limited Statement of financial position As at 31 December 2017

Notes Current assets Cash and cash equivalents Receivables Inventories 4 Prepayments Derivative financial instruments 7 Total current assets Non-current assets Receivables Inventories 4 Available for sale financial assets Derivative financial instruments Property, plant and equipment 5 Mine properties Mineral interest acquisition and exploration expenditure 6 Total non-current assets Total assets Current liabilities Payables and provisions Derivative financial instruments 7 Interest bearing liabilities 8 Total current liabilities Non-current liabilities Provision Derivative financial instruments 7 Interest bearing liabilities 8 Deferred tax liability Total non-current liabilities Total liabilities Net assets Equity Issued capital 9 Reserves (Accumulated losses) / retained earnings Parent entity interest Non-controlling interest Total Equity	Consolidated 31 Dec 2017 30 June 2017 $’000 $’000
	21,833 24,027 36,234 30,436 55,758 45,819 4,939 4,290 - 490
	118,764 105,062
	12,127 12,375 12,493 6,311 1,743 3,324 - 1,265 504,809 299,622 237,884 252,884 13,560 183,956
	782,616 759,737
	901,380 864,799
	72,879 74,040 5,440 157 18,628 18,158
	96,947 92,355
	18,063 19,201 3,385 - 42,275 - 39,719 37,944
	103,442 57,145
	200,389 149,500
	700,991 715,299
	720,756 720,739 24,804 27,467 (51,415) (39,281)
	694,145 708,925 6,846 6,374
	700,991 715,299

The accompanying notes form part of these financial statements.

Page 10

Perseus Mining Limited Statement of changes in equity For the half-year ended 31 December 2017

					Consolidated
	Issued capital	Retained earnings/ (Accumulated Losses)	Share based payments reserve	Foreign currency translation reserve	Asset revaluation reserve	Hedge reserve	Non- controlling interest’s reserve	Non- controlling interest	Total equity
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Six months to 31 December 2017
Balance at 1 July 2017	720,739	(39,281)	22,855	1,553	1,412	1,902	(255)	6,374	715,299
Loss for the period	-	(12,134)	-	-	-	-	-	664	(11,470)
Currency translation differences	-	-	-	4,380	-	-	-	(72)	4,308
Net change in the available-for-sale financial assets	-	-	-	-	(1,552)	-	-	-	(1,552)
Net change in fair value of cash flow hedges	-	-	-	-	-	(6,893)	-	(145)	(7,038)
Income tax relatingto components of other comprehensive income	-	-	-	-	-	459	-	49	508
Total comprehensive(loss) / income	-	(12,134)	-	4,380	(1,552)	(6,434)	-	496	(15,244)
Shares issued during the period	-	-	-	-	-	-	-	-	-
Share issue expenses	-	-	-	-	-	-	-	-	-
Exercise of warrants	17	-	-	-	-	-	-	-	17
Share based payments	-	-	943	-	-	-	-	(24)	919
Non-controllinginterest arisingfrom change in ownershipinterest	-	-	-	-	-	-	-	-	-
Balance at 31 December 2017	720,756	(51,415)	23,798	5,933	(140)	(4,532)	(255)	6,846	700,991
Six months to 31 December 2016
Balance at 1 July 2016	708,692	36,899	19,904	5,500	2,794	(12,388)	(255)	8,192	769,338
Loss for the period	-	(22,285)	-	-	-	-	-	(3,325)	(25,610)
Currency translation differences	-	-	-	2,074	-	-	-	216	2,290
Net change in the available-for-sale financial assets	-	-	-	-	(536)	-	-	-	(536)
Net change in fair value of cash flow hedges	-	-	-	-	-	18,479	-	2,054	20,533
Income tax relatingto components of other comprehensive income	-	-	-	-	-	(6,468)	-	(718)	(7,186)
Total comprehensive income/ (loss)	-	(22,285)	-	2,074	(536)	12,011	-	(1,773)	(10,509)
Shares issued during the period	7,651	-	-	-	-	-	-	-	7,651
Share issue expenses	(797)	-	-	-	-	-	-	-	(797)
Exercise of warrants	5,046	-	-	-	-	-	-	-	5,046
Share based payments	-	-	1,151	-	-	-	-	66	1,217
Non-controllinginterest arisingfrom change in ownershipinterest	-	-	-	-	-	-	-	-	-
Balance at 31 December 2016	720,592	14,614	21,055	7,574	2,258	(377)	(255)	6,485	771,946

The accompanying notes form part of these financial statements.

Page 11

Perseus Mining Limited Statement of cash flows For the half-year ended 31 December 2017

Notes Operating activities Receipts in the course of operations Payments to suppliers and employees Interest received Net cash (used in ) / from operating activities Investing activities Payments for exploration and evaluation expenditure Payments for acquisition of property, plant and equipment Payments for mine properties Payments for acquisition of assets under construction Proceeds on disposal of investment in listed entity Net cash used in investing activities Financing activities Proceeds from share issues Proceeds from exercise of warrants Repayment of borrowings Proceeds from borrowings Borrowing costs Share issue expenses Net cash provided by / (used in) financing activities Net 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 financial period	Consolidated 31 Dec 2017 31 Dec 2016 $’000 $’000
	166,062 121,654 (142,604) (139,498) 335 457
	23,793 (17,387)
	(9,531) (5,804) (27) (110) (19,739) (9,887) (41,919) (77,629) 27 -
	(71,189) (93,430)
	- 7,651 17 5,046 (6,415) - 51,112 - (2,903) - - (797)
	41,811 11,900
	(5,585) (98,917) 24,027 151,257 3,391 2,315
	21,833 54,655

The accompanying notes form part of these financial statements.

Page 12

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

ABOUT THIS REPORT

The interim financial statements are for the consolidated entity consisting of Perseus Mining Limited and its subsidiaries (the “group” or the “consolidated entity”). Perseus Mining Limited is a listed for-profit public company, incorporated and domiciled in Australia. During the half-year ended 31 December 2017, 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 2017 are general purpose condensed financial statements prepared in accordance with the requirements of the Australian Corporations Act 2001 (Cth) and AASB 134 ‘Interim Financial Reporting’.

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 2017, 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. These consolidated interim financial statements are rounded off to the nearest thousand dollars ($’000), unless otherwise indicated.

New and amended standards and interpretations adopted by the group

In the period ended 31 December 2017, the group has reviewed and adopted 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 before 1 July 2017. The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the group’s annual consolidated financial statements for the year ended 30 June 2017. 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, except for derivative instruments and available for sale financial assets which are carried at fair value, as well as the disposal group which is carried at the lower of carrying value and fair value less cost of disposal.

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 throughout the notes.

Page 13

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

SIGNIFICANT JUDGEMENTS AND ESTIMATES

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.

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 in the notes indicated below.

Note Impairment Unit-of-production method of depreciation/amortisation Deferred stripping expenditure Income tax Inventory Exploration and evaluation expenditure Derivative financial instruments Share based payments Measurement of fair value 10

1. 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 2017 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	Mining, mineral exploration, evaluation and development activities.
Côte d’Ivoire	Mineral exploration, evaluation and development activities.

Revenue is derived from one external customer arising from the sale of gold bullion reported under the Ghana reporting segment.

(b) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive management team and board of directors of the parent entity.

Page 14

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

1. SEGMENT INFORMATION – continued

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

Revenue and other income Revenue Other income Total revenue and other income Results Operating (loss) / profit before income tax Income tax (expense) / benefit Net loss Included within segment results: Depreciation and amortisation Share based payments to employees, directors and consultants Foreign exchange (loss) / gain Assets Segment assets Total segment assets Total assets includes: Additions to non-current assets (other than financial assets) Liabilities Segment liabilities Total segment liabilities	Six months ending Australia Australia Ghana Ghana Côte d’Ivoire Côte d’Ivoire 31 Dec 2017 31 Dec 2016 31 Dec 2017 31 Dec 2016 31 Dec 2017 31 Dec 2016 $’000 $’000 $’000 $’000 $’000 $’000	Consolidated Consolidated 31 Dec 2017 31 Dec 2016 $’000 $’000
	- - 167,483 118,747 - 15,804 111 293 173 - - -	167,483 134,551 284 293
	111 293 167,656 118,747 - 15,804	167,767 134,844
	(11,018) (15,919) 10,109 (27,310) (7,691) 5,704 (703) (508) (41,327) (21,190) (33) (101) (611) (826) (232) (184) - (210) (3,846) 9,523 536 (396) (3) (20) As at As at As at As at As at As at 31 Dec 2017 30 June 2017 31 Dec 2017 30 June 2017 31 Dec 2017 30 June 2017 $’000 $’000 $’000 $’000 $’000 $’000	(8,600) (37,525) (2,870) 11,915
		(11,470) (25,610)
		(42,063) (21,799) (843) (1,220) (3,313) 9,107 As at As at 31 Dec 2017 30 June 2017 $’000 $’000
	43,279 30,786 470,719 490,802 387,382 343,211	901,380 864,799
	13 38 22,651 62,485 46,486 106,440 36,349 810 143,795 123,423 20,245 25,267	901,380 864,799
		69,150 168,963 200,389 149,500
		200,389 149,500

Page 15

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

2. OTHER INCOME / EXPENSES

2. OTHER INCOME / EXPENSES Loss before income tax has been determined after: Other income: Interest Revenue Foreign exchange gain: Unrealised foreign exchange (loss) / gain on translation of inter-company loans Unrealised foreign exchange (loss) / gain on translation of VAT receivable Unrealised foreign exchange gain on other translations Changes in inventories of finished goods and work in progress: Write back / (write down) of inventories due to increase / (decrease) in net realisable value	Consolidated Six months ended 31 Dec 2017 31 Dec 2016 $’000 $’000 284 293
	284 293
	(4,006) 9,125 (155) (970) 848 952
	(3,313) 9,107
	1,199 (10,317)

Write back / (write down) of inventories due to increase / (decrease) in net realisable value is included in ‘changes in inventories of finished goods and work in progress’ in the statement of comprehensive income.

Finance costs: Interest and finance charges Other costs: Employee benefits expense Employee benefits expense relates to employee benefits paid to employees acro Legal settlement	(1,320) (12)
	(16,515) (16,510) ss the entire group. - (24,071)

BCM legal settlement relates to outstanding claims made by BCM against Amara in relation to contract mining services provided by BCM at Amara’s now closed Kalsaka and Seguenega mines in Burkina Faso.

Depreciation and amortisation: Amortisation of stripping asset Other depreciation and amortisation SIGNIFICANT JUDGEMENTS AND ESTIMATES	(9,163) (314) (32,900) (21,485)
	(42,063) (21,799)

(i) Impairment of assets

In determining whether the recoverable amount of each cash generating unit is the higher of fair value less costs of disposal 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, and reflect the life of mine (“LOM”) operating and capital cost assumptions used in the group’s latest budget and LOM plans:

• (a) Mine life including quantities of mineral Ore Reserves and Mineral Resources for which there is a high degree of confidence of economic extraction with given technology;

• (b) Estimated production and sales levels;

Page 16

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

2. OTHER INCOME / EXPENSES – continued

SIGNIFICANT JUDGEMENTS AND ESTIMATES – continued

(i) Impairment of assets - continued

• (c) Estimate future commodity prices are based on brokers consensus forecast;

• (d) Future costs of production;

• (e) Future capital expenditure;

• (f) Future exchange rates; and/or

• (g) Discount rates based on the group’s estimated before tax weighted average cost of capital, adjusted when appropriate to take into account relevant risks such as development risk etc.

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. The expected future cash flows of the cash generating units are most sensitive to fluctuations in the gold price. The group has three cash generating units that were tested for impairment, Edikan Gold Mine, the Sissingué Gold Mine and the Yaoure Gold Mine.

(ii) Unit-of-production method of depreciation / amortisation

The group uses the unit-of-production basis when depreciating/amortising life of mine specific assets, which results in a depreciation/amortisation charge proportional to the depletion of the anticipated remaining life of mine production. Each item’s economic life, which is assessed annually, has due regard to both its physical life limitations and to present assessments of economically recoverable reserves of the mine property at which it is located. These calculations require the use of estimates and assumptions, including the amount of recoverable reserves and estimates of future capital expenditure. The group amortises mine property assets utilising tonnes of ore mined and mine related plant and equipment over tonnes of ore processed.

(iii) Deferred stripping expenditure

The group defers stripping costs incurred during the production stage of its operations. Significant judgement is required to distinguish between production stripping that relates to the extraction of inventory and what relates to the creation of a deferred waste asset. The group also identifies the separate components of the ore body. An identifiable component is a specific volume of the ore body that is made more accessible by the stripping activity. Significant judgement is required to identify these components, and to determine the expected volumes of waste to be stripped and ore to be mined in each component and a suitable production measure to be used to allocate production stripping costs between inventory and any stripping activity asset(s) for each component. The group considers that the ratio of the expected waste to be stripped for an expected amount of ore to be mined, for a specific component of the ore body, is the most suitable production measure. Furthermore, judgements and estimates are also used to apply the units of production method in determining the amortisation of the stripping activity asset(s).

Changes in a mine’s life and design will usually result in changes to the expected stripping ratio (waste to mineral reserves ratio). Changes in other technical or economical parameters that impact reserves will also have an impact on the life of component ratio even if they do not affect the mine’s design. Changes to the life of the component are accounted for prospectively.

3. INCOME TAX BENEFIT / (EXPENSE)

The income tax expense that has been recognised in the statement of comprehensive income comprises $2,870,136 (31 December 2016 income tax benefit: $11,915,211), fully relating to the EGM profit for the period.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

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 17

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

4. INVENTORIES

4. INVENTORIES Current Ore stockpiles – at cost Ore stockpiles – at net realisable value Gold in circuit – at cost Materials and supplies	Consolidated 31 Dec 2017 30 June 2017 $’000 $’000 - 6,865 14,206 3,580 10,360 4,840 31,192 30,534
	55,758 45,819

Inventory expense

The inventory expense during the six month period ended 31 December 2017 was $145.9 million (30 June 2017: $287.8 million). A write back of inventories due to a increase in net realisable value recognised during the period ended 31 December 2017 amounted to $1.2 million (30 June 2017: write down of $6.3 million) and is included in ‘changes in inventories of finished goods and work in progress’ in the statement of comprehensive income.

Non-current Ore stockpiles – at net realisable value	12,493 6,311
	12,493 6,311

SIGNIFICANT JUDGEMENTS AND ESTIMATES

Net realisable value tests are performed at least quarterly and represent the estimated future sales price of the product based on prevailing spot metals prices at the reporting date, less estimated costs to complete production and bring the product to sale. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based on assay data, and the estimated recovery percentage based on the expected processing method. Stockpile tonnages are verified by periodic surveys.

5. PROPERTY, PLANT AND EQUIPMENT

Plant and equipment - at cost Accumulated depreciation Reconciliation of plant and equipment: Balance at the beginning of the period Additions Transferred from assets under construction Transferred from exploration Depreciation Disposals Translation difference movement Carrying amount at the end of the period	Consolidated 31 Dec 2017 30 June 2017 $’000 $’000 210,858 213,664 (101,405) (91,605) 109,453 122,059 122,059 118,731 27 123 - 28,004 262 29 (11,075) (20,946) - (6) (1,820) (3,876) 109,453 122,059

Page 18

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

5. PROPERTY, PLANT AND EQUIPMENT – continued

Assets under construction – at cost Reconciliation of assets under construction: Balance at the beginning of the period Additions Transferred to property, plant and equipment Transferred to mine properties Transferred from exploration Write off Disposals Translation difference movement Carrying amount at the end of the period Total property, plant and equipment net book value	Consolidated 31 Dec 2017 30 June 2017 395,356 177,563
	177,563 122,072 43,805 109,409 - (28,004) (263) (35,309) 176,291 7,303 (7,054) - - (577) 5,014 2,669
	395,356 177,563
	504,809 299,622

The write off relates to the writing off of a SAG mill that was originally intended to be utilised in a previous design of the Sissingué plant. That plant design has been superseded making the SAG mill obsolete and as a result of failure to secure a willing buyer for the asset, it has been written off.

6. MINERAL INTEREST ACQUISITION AND EXPLORATION EXPENDITURE

6. MINERAL INTEREST ACQUISITION AND EXPLORATION EXPENDITURE
Mineral interest acquisition and exploration – at cost Reconciliation: Balance at the beginning of the period Additions Transferred to plant and equipment Transferred to assets under construction Exploration written off Translation difference movement Carrying amount at the end of the period	Consolidated 31 Dec 2017 30 June 2017 $’000 $’000 13,560 183,956
	183,956 184,443 5,445 26,127 - (29) (176,291) (7,303) (643) (16,111) 1,093 (3,171)
	13,560 183,956

The expenditure above relates principally to exploration and evaluation activities. The ultimate recoupment of this expenditure is dependent upon successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. The write-off of $0.6 million (31 December 2016: $16.1 million) is a result of writing-off Zouan Houein area of interest as no commercially viable deposits have been discovered.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

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 prospectivity are made.

Page 19

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

7. DERIVATIVE FINANCIAL INSTRUMENTS

7. DERIVATIVE FINANCIAL INSTRUMENTS
Current assets Cash flow hedge asset Non-current assets Cash flow hedge asset Current liabilities Cash flow hedge liability Financial liabilities at fair value – gold forward contracts Non-current liabilities Cash flow hedge liability	Consolidated 31 Dec 2017 30 June 2017 $’000 $’000 - 490
	- 490
	- 1,265
	- 1,265
	2,298 - 3,142 157
	5,440 157
	3,385 -
	3,385 -

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 manage movements in USD precious metal prices on its anticipated sales of gold. At 31 December 2017 there were cash flow designated hedge contracts in place for 117,000 ounces of gold with settlements scheduled between June 2018 and September 2020 with a weighted average price of US$1,299/oz. These include 67,000 ounces of cash flow designated hedge contracts at an average price of U$1,301/oz specifically to support the proposed Sissingue project finance debt facility. 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.

The amount reclassified during the year to revenue in the income statement was a loss of $0.6 million (30 June 2017 loss: $10.5 million)

Financial liabilities at fair value – gold forward contracts:

Financial liabilities at fair value through profit or loss include the change in value of gold forward contracts in place during the half-year ending 31 December 2017. The group uses USD forward metal contracts to hedge movements in USD precious metal prices on its anticipated sales of gold. Movements in fair value between inception and close-out of the contract are taken to the statement of comprehensive income. When necessary, these contracts may be rolled over into new contracts at maturity, subject to counterparty credit approval.

At 31 December 2017 the group held forward metal contracts for 33,522 ounces of gold on forward metal contract and spot deferred contracts with a weighted average price of US$1,234/oz.

Page 20

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

7. DERIVATIVE FINANCIAL INSTRUMENTS – continued

SIGNIFICANT JUDGEMENTS AND ESTIMATES

The group makes judgements on the effectiveness of all derivative financial instruments 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.

8. INTEREST BEARING LIABILITIES

Current Interest-bearing loan facility (i) Non-current Interest-bearing loan facility (i)	Consolidated 31 Dec 2017 30 June 2017 $’000 $’000 18,628 18,158
	18,628 18,158
	42,275 -
	42,275 -

• (i) The Company’s US$20 million working capital debt facility provided to Perseus’s Ghanaian subsidiary by Macquarie Bank Limited was converted into a US$30 million revolving line of credit to improve flexibility in terms of managing working capital and fund high potential exploration activities in coming months. The amount drawn as at 31 December 2017 was US$25 million.

Execution of the loan agreement for the US$40 million Sissingué project debt facility provided by Macquarie Bank Limited was completed during the period and a total of US$25 million was drawn during the period. The US$15 million balance remaining available under the facility at 31 December 2017 is available to be drawn in coming months to fund completion of the Sissingué mine development.

Secured liabilities and assets pledged as security

The debt and hedge facilities provided by Macquarie Bank Limited to PMGL 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 PMGL including a first ranking mortgage over the EGM tenements.

The debt and hedge facilities provided by Macquarie Bank Limited to Perseus Mining Côte d'Ivoire SA (“PMCI”) 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 Occidental Gold Pty Ltd (“Occidental”) 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 Occidental and PMCI including a first ranking mortgage over the Sissingué Gold Mine tenement.

Page 21

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

9.	ISSUED CAPITAL AND RESERVES
(a)	Issued and paid-up share capital			Consolidated
				31 Dec 2017	31	Dec 2016
				$’000		$’000
1,033,258,283 (31 December 2016: 1,031,818,701) ordinary		shares, fully	paid	720,756		720,592
			Consolidated
		31 Dec	2017	31 Dec	2016
		$’000	Number	$’000		Number
Balance at the beginning of the period		720,739	1,033,217,813	708,692	1,004,653,217
Transaction costs arising from issue of securities for
cash		-	-	(797)		-
Share	placement at issue price of $0.44 pursuant to
the exercise of warrants		17	40,470	5,046	11,488,115
Share	placement at issue price of $0.50 on 22 July
2016		-	-	7,651	15,302,369
Vesting of performance rights on 28 July 2016		-	-	-		375,000
Balance at the end of the period		720,756	1,033,258,283	720,592	1,031,818,701

(b) Performance rights

Performance rights have been granted as follows:

Grant date End of measurement period Expiry date Exercise price	Opening balance Performance rights issued Performance rights exercised Performance rights forfeited/expired Closing balance 1 July 2017 31 Dec 2017 Number Number Number Number Number
1-Jan-15 31-Dec-17 30-Jun-18 nil 1-Jul-15 30-Jun-17 31-Dec-17 nil 20-Nov-15 30-Jun-17 31-Dec-17 nil 20-Nov-15 30-Jun-18 31-Dec-18 nil 12-Oct-16 30-Jun-17 31-Dec-17 nil 12-Oct-16 30-Jun-18 31-Dec-18 nil 12-Oct-16 30-Jun-19 31-Dec-19 nil 25-Nov-16 30-Jun-18 30-Jun-25 nil 25-Nov-16 30-Jun-19 30-Jun-26 nil 25-Nov-16 31-Dec-17 30-Jun-18 nil 25-Nov-16 31-Mar-18 30-Sep-18 nil 25-Nov-16 31-Dec-18 30-Jun-19 nil 1-Aug-17 30-Jun-20 30-Jun-27 nil 24-Nov-17 30-Jun-20 30-Jun-27 nil	250,000 - - - 250,000 3,725,000 - - (3,725,000) - 800,000 - - (800,000) - 500,000 - - - 500,000 1,116,668 - - (1,116,668) - 333,333 - - - 333,333 333,333 - - - 333,333 533,333 - - - 533,333 533,333 - - - 533,333 1,025,000 - - (400,000) 625,000 500,000 - - - 500,000 5,300,000 - - (100,000) 5,200,000 - 8,958,334 - (300,000) 8,658,334 - 2,233,334 - - 2,233,334
	14,950,000 11,191,668 - (6,441,668) 19,700,000

SIGNIFICANT JUDGEMENTS AND ESTIMATES

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 and the fair value of performance rights granted is determined using a Monte Carlo simulation model.

(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.

Page 22

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

9. ISSUED CAPITAL AND RESERVES – continued

(d) Nature and purpose of reserves

A summary of the transactions impacting each reserve has been disclosed in the statement of changes in equity.

Share based payments reserve

The share based payments reserve is used to record the fair value of options and performance rights issued but not exercised.

Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity along with Perseus’s share of the movement in its associate’s foreign currency translation reserve.

Non-controlling interest’s reserve

The non-controlling interest’s reserve records the difference between the fair value of the amount by which the noncontrolling interests were adjusted to record their initial relative interest and the consideration paid.

Hedge reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedges related to hedged transactions that have not yet occurred.

Asset revaluation reserve

The asset revaluation reserve is used to record the revaluation of the investment in Manas Resources Limited and Amani Gold Limited to fair value as the investment is designated as an available for sale financial asset.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, and based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 Quoted market prices in an active market (that are unadjusted) for identical assets or liabilities Level 2 Valuation techniques (for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable)

• Level 3 Valuation techniques (for which the lowest level input that is significant to the fair value measurement is unobservable)

For financial instruments that are recognised at fair value on a recurring basis, the group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

There were no transfers between categories during the period.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

Measurement of fair values

When the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Page 23

Perseus Mining Limited Notes to the financial statements For the half-year ended 31 December 2017

11. CONTINGENCIES

There were no other known contingent liabilities since the annual financial report for the year ended 30 June 2017.

12. COMMITMENTS

There has been no change to the commitments as disclosed in the Group’s 30 June 2017 annual report.

13. EVENTS OCCURING AFTER THE END OF THE REPORTING PERIOD

Since the end of the period 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 periods other than:

• (a) The development and commissioning of Sissingué is nearing completion with the introduction of crushed ore to the mill and the CIL plant on Saturday 13 January 2018 and first gold pour on Friday 26 January 2018, one month ahead of schedule.

Page 24

Perseus Mining Limited Directors’ declaration 31 December 2017

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 2017 and of its performance for the half year then ended; and

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

==> picture [108 x 44] intentionally omitted <==

J A Quartermaine Managing Director and Chief Executive Officer Dated at Perth, 21 February 2018

Page 25

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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 of Perseus Mining Limited (the Company), which comprises the statement of financial position as at 31 December 2017, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, selected explanatory notes and the directors' declaration for Perseus Mining Limited Group (the consolidated entity). The consolidated entity comprises the Company and the entities it controlled during that 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 control as the directors determine is 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 Australian 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 half-year 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 2017 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 .

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:

PricewaterhouseCoopers, ABN 52 780 433 757

Brookfield Place, 125 St Georges Terrace, PERTH WA 6000, GPO Box D198, PERTH WA 6840 T: +61 8 9238 3000, F: +61 8 9238 3999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

Page 26

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1. giving a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and of its performance for the half-year ended on that date;

2. complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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PricewaterhouseCoopers

==> picture [89 x 42] intentionally omitted <==

Craig Heatley Partner

Perth 21 February 2018

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