PERSEUS MINING LIMITED — Interim / Quarterly Report 2022

Feb 22, 2022

INTERIM FINANCIAL REPORT

==> picture [112 x 35] intentionally omitted <==

==> picture [229 x 70] intentionally omitted <==

INTERIM FINANCIAL REPORT

FOR THE HALF YEAR ENDED 31 DECEMBER 2021

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

Perseus Mining Limited ABN 27 106 808 986

1

INTERIM FINANCIAL REPORT

==> picture [112 x 35] intentionally omitted <==

TABLE OF CONTENTS

TABLE OF CONTENTS
APPENDIX 4D	3
CORPORATE DIRECTORY	4
DIRECTORS’ REPORT	5
REVIEW OF OPERATIONS	5
AUDITOR’S INDEPENDENCE DECLARATION	10
INTERIM FINANCIAL STATEMENTS	11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	16
DIRECTORS’ DECLARATION	25
AUDITOR’S REVIEW REPORT	26

2

INTERIM FINANCIAL REPORT Appendix 4D

==> picture [112 x 35] intentionally omitted <==

APPENDIX 4D

Issued under ASX Listing Rule 4.2A.3

RESULTS FOR ANNOUNCEMENT TO THE MARKET

		6 MONTHS TO		6 MONTHS TO
		31 DEC 2020		31 DEC 2021
		$’000		$’000
Revenue from ordinary activities Up 90.3% 286,678 to				545,671
Profit after tax from ordinary activities Up 158.5% 49,086 to				126,911
Profit after tax attributable to members Up 208.3% 36,149 to				111,456

COMMENTARY ON RESULTS

See commentary on results in the Directors’ report on pages 5-9.

RETURN OF CAPITAL

Perseus made a maiden return of capital payment amounting to $0.015 per fully paid ordinary share during the half year ended 31 December 2021.

Record date: 3 December 2021

Payment date: 10 December 2021

DIVIDEND

On 22 February 2022, the Directors approved an interim dividend payment amounting to $0.0081 per fully paid ordinary share.

Record date: 8 March 2022

Payment date: 7 April 2022

NET TANGIBLE ASSETS PER SHARE

		AT 31 DEC 2020		AT 31 DEC 2021
Net tangible assets per ordinary share Up 18.6% $0.70				$0.83

GROUP STRUCTURE CHANGES

There have been no changes to the Group’s structure in the period ended 31 December 2021.

3

INTERIM FINANCIAL REPORT Corporate Directory

==> picture [112 x 35] intentionally omitted <==

CORPORATE DIRECTORY

DIRECTORS	Terence Sean Harvey	Non-Executive Chairman
	Jeffrey Allan Quartermaine	Managing Director & Chief Executive Officer
	Ms Amber Jemma Banfield	Non-Executive Director
	Elissa Sarah Brown	Non-Executive Director
	Daniel Richard Lougher	Non-Executive Director
	John Francis Gerald McGloin	Non-Executive Director
	David Meldrum Ransom	Non-Executive Director
COMPANY SECRETARY	Martijn Paul Bosboom
REGISTERED AND	Level 2, 437 Roberts Road	PO Box 1578
CORPORATE OFFICE	SUBIACO, WESTERN AUSTRALIA 6008	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	PO Box CT2576
	147A Giffard Road, East Cantonments	Cantonments
	Accra, Ghana	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 9125
SHARE REGISTRY	Computershare Investor Services Pty Ltd	Computershare Investor Services Inc.
	Level 11, 172 St Georges Terrace	Level 3, 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: A0B7MN

4

INTERIM FINANCIAL REPORT Director’s Report

==> picture [112 x 35] intentionally omitted <==

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 2021 (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:

Mr Terence Sean Harvey Non-Executive Chairman Mr Jeffrey Allan Quartermaine Managing Director and Chief Executive Officer Ms Amber Jemma Banfield Non-Executive Director Ms Elissa Sarah Brown Non-Executive Director Mr Daniel Richard Lougher Non-Executive Director Mr John Francis Gerald McGloin Non-Executive Director Mr David Meldrum Ransom Non-Executive Director

PRINCIPAL ACTIVITIES

The principal activities of the Group during the period were gold production and mineral exploration in the Republic of Ghana (“Ghana”) and the Republic of Côte d’Ivoire (“Côte d’Ivoire”), all of which are located in West Africa.

During the period, the Group continued to focus its attention on operating and expanding the mineral inventory of its three West African gold mines, namely the Edikan Gold Mine in Ghana (“EGM” or “Edikan”), Sissingué Gold Mine (“SGM” or “Sissingué”) and Yaouré Gold Mine (“YGM” or “Yaouré”), both in Côte d'Ivoire.

REVIEW OF OPERATIONS

During the six months to 31 December 2021, Perseus made significant progress towards achieving its corporate objective to transform into a multi-mine, multi-jurisdictional producer of more than 500,000 ounces of gold per annum, at a cash margin of not less than US$400/oz. Production rates continued to improve at Perseus’s third gold mine, Yaouré, making significant progress towards its nameplate capacity. Consistent performance continued at Sissingué, while Edikan underperformed against expectations, however production started to improve at the end of the second quarter.

Gold production for the Group during the 6 months totalled 241,164 ounces at an all-in site cost (including production costs, royalties and sustaining capital) (“AISC”) of US$949/oz. This result included: 139,747 ounces produced at Yaouré at an AISC of US$687/oz; 34,132 ounces produced at Sissingué at an AISC of US$917/oz; and 67,285 ounces of gold produced at Edikan at an AISC of US$1,509/oz.

Gold sales by the Group during the half-year totalled 238,136 ounces of gold at an average sales price of US$1,663/oz. This result included: 139,724 ounces sold by Yaouré at a weighted average sales price of US$1,695/oz; 34,870 ounces sold by Sissingué at a weighted average sales price of US$1,631/oz; and 63,541 ounces sold by Edikan at an average sales price of US$1,608/oz. During the six months, the Group sold 87% more gold, at a price that was approximately 1% higher than in the 2020 comparative period.

Table 1: Group Operating Results

			6 MONTHS TO	6 MONTHS TO
PARAMETER	UNIT	MOVEMENT
			31 DEC 2021	31 DEC 2020
Total gold sales Ounces Up 87% 238,136				127,085
Average sales price US$/oz of gold sold Up 1% 1,663				1,643
Gold produced Ounces Up 76% 241,164				137,386
All-in site costs (“AISC”) US$/oz produced Down 5% 949				1,000

5

INTERIM FINANCIAL REPORT Director’s Report

==> picture [112 x 35] intentionally omitted <==

YAOURÉ GOLD MINE—CÔTE D’IVOIRE

Yaouré is a producing gold mine located in central Côte d’Ivoire, 40 kilometres northwest of Yamoussoukro, the political capital of the country, and 270 kilometres northwest of Abidjan, the economic capital. Yaouré lies within a rural area, 22 kilometres east-northeast of the city of Bouaflé, and five kilometres west of the Kossou Dam and hydroelectric power station. The nearest villages to the mine are Angovia and Allahou-Bazi, located approximately one kilometre east of the mine site.

OPERATIONS

Operating results at the YGM for the six months to 31 December 2021 and the corresponding period in 2020 are detailed in Table 2.

Table 2: Yaouré Operating Results

		6 MONTHS TO	6 MONTHS TO
PARAMETER	UNIT
		31 DEC 2021	31 DEC 2020
Total ore and waste mined kt 16,211 6,449
Ore mined kt 2,449 128
Ore milled kt 1,860 123
Milled head grade g/t gold 2.51 1.01
Gold recovery % 93.2 68
Gold produced ounces 139,747 2,687
All-in site costs US$/oz 687 -
Gold Sales ounces 139,724 -
Average Sales Price US$/oz 1,695 -

A total of 16,211,000 tonnes of ore and waste were mined during the period. Ore stockpiles (including both high and low-grade ore but not mineralised waste) plus crushed ore increased to 1,237,000 tonnes grading 0.93 g/t containing approximately 36,867 oz of gold during the six months to 31 December 2021.

Total mill throughput for the period was 1,860,000 tonnes of ore grading 2.51 g/t of gold, which combined with a gold recovery rate of 93% resulted in the recovery of 139,747 ounces of gold. A total of 139,724 ounces of gold were sold at a weighted average price of US$1,695 per ounce.

The 139,747 ounces of gold were produced at an AISC of US$687 per ounce. This was consistent with market guidance for the half year of 130,000 to 140,000 ounces of gold produced at an AISC of US$675 to US$775 per ounce. This outstanding operating performance is the result of strong operating fundamentals, including mill throughput, gold recovery rates \and importantly the processed ore head grade.

SISSINGUÉ GOLD MINE—CÔTE D’IVOIRE

Sissingué is a producing gold mine located in the north of Côte d’Ivoire and lies within the Sissingué exploitation permit that covers an area of 446 km². It is bounded on one side by the international border between Côte d’Ivoire and Mali. The exploitation permit is located along a structural/stratigraphic corridor within the Syama-Boundiali greenstone belt approximately 42 kilometres south-southwest of the Syama gold mine in Mali, and 65 kilometres west northwest of the Tongon gold mine in Côte d’Ivoire. The Group owns an 86% interest in the SGM, with a 10% free carried interest held by the Ivorian government and 4% owned by local interests.

OPERATIONS

Operating results at the SGM for the six months to 31 December 2021 and the corresponding period in 2020 are detailed in Table 3 below.

Table 3: Sissingué Operating Results

		6 MONTHS TO	6 MONTHS TO
PARAMETER	UNIT
		31 DEC 2021	31 DEC 2020
Total ore and waste mined kt 1,102 1,979
Ore mined kt 349 848

6

INTERIM FINANCIAL REPORT

Director’s Report

==> picture [112 x 35] intentionally omitted <==

Ore milled	kt	675	665
Milled head grade	g/t gold	1.78	2.78
Gold recovery	%	88.5	94
Gold produced	ounces	34,132	55,909
All-in site costs	US$/oz	917	643
Gold Sales	ounces	34,870	47,116
Average Sales Price	US$/oz	1,630	1,695

A total of 1,102,000 tonnes of ore and waste were mined during the period, including 349,000 tonnes of ore with a weighted average grade of 1.17 g/t. Ore stockpiles (including both high and low-grade ore but not mineralised waste) plus crushed ore decreased to 754,000 tonnes at a grade of 1.28 g/t, containing approximately 31,133 ounces of gold during the six months to 31 December 2021. The stockpiles are comprised of approximately 15% oxide ore and 85% fresh ore.

Total mill throughput for the period was 675,000 tonnes of ore at a grade of 1.78 g/t of gold, which combined with a gold recovery rate of 88.5%, resulted in the recovery of 34,132 ounces of gold. A total of 34,870 ounces of gold was sold at a weighted average price of US$1,630 per ounce. The 34,132 ounces of gold were produced at an All In Site Cost (AISC) of US$917 per ounce. The 43% increase in AISCs from the comparative period was mostly the result of a substantial decrease in head grade and therefore fewer gold ounces produced. The decrease in grade was due to mining lower grade areas, in line with Perseus’s forecasts. The performance to date has exceeded market guidance for the half year of 25,000 to 30,000 ounces of gold produced at an AISC of US$950 to US$1,070 per ounce.

EDIKAN GOLD MINE—GHANA

Edikan is a large-scale, low-grade multi open-pit operation located is in the Central Region of Ghana on the Asankrangwa Gold Belt, approximately 200 kilometres north-west of the capital Accra. The Group owns a 90% beneficial interest in the EGM, a producing gold mine located in Ghana. The remaining 10% interest in the EGM is a free carried shareholding in the company owned by the Ghanaian government.

OPERATIONS

Operating results at the EGM for the six months to 31 December 2021 and the corresponding period in 2020 are detailed in Table 4.

Table 4: Edikan Operating Results

		6 MONTHS TO	6 MONTHS TO
PARAMETER	UNIT
		31 DEC 2021	31 DEC 2020
Total ore and waste mined kt 15,413 14,534
Ore mined kt 1,625 1,868
Ore milled kt 3,487 3,422
Milled head grade g/t gold 0.73 0.95
Gold recovery % 83 75
Gold produced ounces 67,285 78,790
All-in site costs US$/oz 1,509 1,253
Gold Sales ounces 63,541 79,969
Average Sales Price US$/oz 1,608 1,612

A total of 15,413,000 tonnes of ore and waste were mined during the period. Ore stockpiles (including both high and low-grade ore, but not mineralised waste) plus crushed ore decreased to 956,000 tonnes at a grade of 0.69 g/t, containing approximately 21,165 ounces of gold during the six months to 31 December 2021.

Total mill throughput for the period was 3,487,000 tonnes of ore at a grade of 0.73 g/t of gold, which combined with a gold recovery rate of 83% resulted in the recovery of 67,285 ounces of gold. A total of 63,541 ounces of gold were sold at a weighted average price of US$1,608 per ounce.

7

INTERIM FINANCIAL REPORT Director’s Report

==> picture [112 x 35] intentionally omitted <==

The 67,285 ounces of gold were produced at an AISC of US$1,509 per ounce. The 15% decrease in gold production from 78,790 ounces in the corresponding period was a result of lower head grades, due to a combination of factors including reduced availability of fresh ore from the AG pit, poor block model reconciliation of grade mined from the AG pit and mining dilution which mostly impacted the first quarter of the year. The 20% increase in AISC from the comparative period is mostly the result of the lower head grades achieved.

FINANCIAL RESULTS

The Group’s net profit after tax for the period ended 31 December 2021, after bringing to account a foreign exchange loss, was $126.9 million, up 159% on the comparative period (31 December 2020: $49.1 million). Gross profit from operations for the period ended 31 December 2021 was up 91% on the comparative period to $153.4 million (31 December 2020: $80.5 million). These significant increases are largely attributable to a 90% increase in revenue on the comparative period to $546 million (31 December 2020: $287 million) from the contribution Yaouré has made to the Group since achieving commercial production. This was supported by steady performance from Sissingué, while Edikan underperformed during the period.

The foreign exchange loss of $7.7 million in the current period compares to a loss of $13.2 million in the comparative period. This is a result of the Australian dollar weakening against the United States dollar during the six months by approximately 3%.

The Group generated Net cash from operating activities for the 6 months ended 31 December 2021 of $246 million, up 137% on the comparative period (31 December 2020: $104 million).

FINANCIAL POSITION

As at 31 December 2021, Perseus had on-hand cash of $268.2 million, and 9,342 ounces of gold bullion valued at $23.4 million. During the period Perseus repaid in advance US$50 million of the revolving corporate cash advance facility (Corporate Facility), with a remaining balance on that facility of US$50 million at 31 December 2021.

ROUNDING OF AMOUNTS

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.

SUSTAINABILITY

COVID-19 UPDATE

A fourth wave of COVID-19 has spread across West Africa during the quarter, with higher infection rates consistent with the Omicron variant. In response, Perseus continued to update its COVID-19 critical controls, with focus on keeping its people safe and healthy, maintaining safe and stable operations, and supporting host governments and local communities. Although around 190 cases of COVID-19 have been recorded across the Company’s operations since the beginning of the pandemic, no cases have led to serious illness and our controls have been effective in limiting the spread in our workforce. During the half year 126 new cases of COVID-19 were recorded, mainly at the Edikan and Yaouré operations and almost all in the month of December. Vaccination campaigns progressed across our operations, and with increased vaccine availability across the region, around 50 per cent of Perseus’s employees and contractors are now fully vaccinated. Efforts continue to improve vaccination rates as they become available under government programs.

SUSTAINABILITY GOVERNANCE

During the six months to 31 December 2021, Perseus continued to strengthen its sustainability governance by:

• Releasing our third consolidated sustainability report, for the period 1 July 2020 to 30 June 2021, aligning our Sustainability Report with our Annual and Financial Reporting cycle.

• Broadening our reported sustainability metrics in our FY2022 business performance scorecards (linked to executive remuneration) beyond safety to also include social and environmental metrics.

8

INTERIM FINANCIAL REPORT Director’s Report

==> picture [112 x 35] intentionally omitted <==

• Completing external assurance of our FY2021 sustainability data and advancing our alignment with the World Gold Council Responsible Gold Mining Principles, starting with a review of our health, safety and social risks and their control and governance.

• Developing our three-year sustainability strategic plan to strengthen our financial value and grow our social value by actively supporting the countries in which we operate to advance their progress on the United Nations Sustainable Development Goals.

• Releasing the second Modern Slavery Statement in line with the Australian Modern Slavery Act 2018 (Cth), for the period 1 July 2020 to 30 June 2021

• Commencing a global project to transform Perseus’s health and safety approach and performance across the operations in line with international best practice, focusing on leadership, culture, capability and risk management. The work will be delivered throughout the remainder of FY22 and FY23.

• Commencing an independent review of closure plans and cost estimates, to be completed by the end of Q3.

• Updating security risk assessments at Sissingué due to the increased terrorism risks in countries to the north of Côte d’Ivoire associated with activity of Jihadist groups in the Sahel region.

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 period ended 31 December 2021.

SUBSEQUENT EVENTS

On 1 January 2022, 8,966,666 performance rights that had previously been issued to employees vested under the terms of the Perseus Performance Rights Plan, of which 5,925,000 were subsequently exercised.

On 31 January 2022, Perseus Mining Limited acquired 39,092,233 million common shares (15%) in Orca Gold Inc. (“Orca”), with the total consideration amounting to C$17.5 million. Perseus has previously engaged in exclusive discussions with Orca regarding a possible change of control transaction, however these discussions are ongoing, and no formal agreement has been reached. Perseus has also agreed to provide Orca a US$5.0 million short term loan facility which attracts interest of 7.5% per annum and has a maturity date of 30 June 2022. Please refer to the ASX release dated 31 January 2022 ‘Perseus to acquire 15% in Orca Gold’.

On 15 February 2022, a further 175,000 performance rights of the above mentioned 8,966,666 were exercised.

On 22 February 2022, the Directors approved an interim dividend payment of $0.0081 per ordinary share, which is expected to be paid on 7 April 2022.

This report was signed in accordance with a resolution of the directors.

==> picture [100 x 45] intentionally omitted <==

Jeffrey Allan Quartermaine Managing Director and Chief Executive Officer Perth, 22 February 2022

9

==> picture [77 x 59] intentionally omitted <==

Auditor’s Independence Declaration

As lead auditor for the review of Perseus Mining Limited for the half-year ended 31 December 2021, 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.

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

Craig Heatley Partner PricewaterhouseCoopers

Perth 22 February 2022

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.

10

INTERIM FINANCIAL REPORT Interim Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

INTERIM FINANCIAL STATEMENTS

CONTENTS

CONTENTS
CONSOLIDATED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	12
CONSOLIDATED CONSOLIDATED STATEMENT OF FINANCIAL POSITION	13
CONSOLIDATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	14
CONSOLIDATED CONSOLIDATED STATEMENT OF CASH FLOWS	15
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	16-24

TABLE OF NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	OPERATING ASSETS AND	CAPITAL AND FINANCIAL RISK
PERFORMANCE			UNRECOGNISED ITEMS
	LIABILITIES	MANAGEMENT
1. Segment information 2. Other income/ expenses 3. Income tax 4. Inventories 5. Receivables 6. Property, plant, and equipment 7. Mine properties 8. Mineral interest acquisition and exploration expenditure		9. Interest-bearing liabilities 10. Issued capital and reserves 11. Fair value of financial instruments 12. Contingencies 13. Commitments 14. Subsequent events

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 disclosed on page 4.

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 5 to 9, which is not part of these interim financial statements.

These interim financial statements were authorised for issue by the directors on 22 February 2022. 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.

11

INTERIM FINANCIAL REPORT Interim Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		FOR THE HALF	-YEAR ENDING:
	NOTE	31 DEC 2021	31 DEC 2020
		$’000	$’000
Profit and loss from continuing operations
Revenue 545,671			286,678
Cost of sales (293,269)			(160,811)
Gross profit before depreciation and amortisation 252,402			125,867
Depreciation and amortisation relating to gold production 2 (98,955)			(45,394)
Gross profit from operations 153,447			80,473
Other income 2 1,843			706
Other expenses (118)			—
Administration and other corporate expenses (8,474)			(6,266)
Share based payments expense (2,717)			(2,055)
Foreign exchange (loss) 2 (7,697)			(13,218)
Other depreciation and amortisation expense 2 (308)			(113)
Write-downs and impairments 8 (2,031)			(334)
Finance costs (5,431)			(1,747)
Profit before tax 128,514			57,446
Income tax (expense) 3 (1,603)			(8,360)
Profit 126,911			49,086
Other comprehensive income
Items that will not be reclassified to profit and loss
Fair value movement on equity investments 248			84
Income tax on this item —			—
Items that will or may be reclassified to profit and loss
Exchange differences on translation of foreign operations 5,550			(34,703)
Net Changes in the fair value of cash flow hedges —			6,698
Income tax on these items —			(150)
Total comprehensive income 132,709			21,015
Profit is attributable to:
Owners of Perseus Mining Limited 111,456			36,149
Non-controlling interests 15,455			12,937
126,911			49,086
Total comprehensive income is attributable to:
Owners of Perseus Mining Limited 116,664			10,031
Non-controlling interests 16,045			10,984
132,709			21,015
Basic earnings per share 9.08 cents			3.01 cents
Diluted earnings per share 8.90 cents			2.94 cents

12

INTERIM FINANCIAL REPORT Interim Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		AS	AT:
	NOTE	31 DEC 2021	30 JUN 2021
		$’000	$’000
Current assets
Cash and cash equivalents 268,223			181,545
Receivables 5 12,233			10,917
Inventories 4 148,109			178,540
Prepayments 20,553			24,566
Income tax receivable 10,037			7,731
459,155			403,299
Non-current assets
Receivables 5 9,113			8,605
Inventories 4 24,257			6,522
Equity investments 765			797
Property, plant, and equipment 6 377,873			405,707
Right of use assets 9,859			4,324
Mine properties 7 454,819			447,764
Mineral interest acquisition and exploration expenditure 8 153,348			132,580
1,030,034			1,006,299
Total assets 1,489,189			1,409,598
Current liabilities
Payables and provisions 138,114			122,869
Lease liabilities 2,547			1,707
140,661			124,576
Non-current liabilities
Provisions 52,280			39,514
Interest-bearing liabilities 9 68,845			133,199
Lease liabilities 3,591			2,497
Deferred tax liabilities 50,126			50,713
174,842			225,923
Total liabilities 315,503			350,499
Net assets 1,173,686			1,059,099
Equity
Issued share capital 10 832,176			850,412
Reserves 10 39,994			32,007
Retained earnings 10 260,457			149,001
Equity attributable to the owners of Perseus Mining Limited 1,132,627			1,031,420
Non-controlling interests 41,059			27,679
Total equity 1,173,686			1,059,099

13

INTERIM FINANCIAL REPORT Interim Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

		RETAINED		FOREIGN			NON-
		EARNINGS/	SHARE-BASED	CURRENCY	ASSET		CONTROLLING	NON-
	ISSUED	(ACCUMULATED	PAYMENTS	TRANSLATION	REVALUATION		INTERESTS’	CONTROLLING	TOTAL
	CAPITAL	LOSSES)	RESERVE	RESERVE	RESERVE	HEDGE RESERVE	RESERVE	INTERESTS	EQUITY
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Balances at 1 Jul 2021 850,412		149,001 37,204 (5,995) 1,056 — (258)						27,679 1,059,099
Profit for the period —		111,456 — — — — —						15,455 126,911
Other comprehensive income —		— — 4,960 248 — —						590 5,798
Total comprehensive income —		111,456 — 4,960 248 — —						16,045 132,709
Transactions with owners in their capacity as owners
Share-based payments —		— 2,779 — — — —						93 2,872
Intercompany dividend —		— — — — — —						(2,758) (2,758)
Return of capital – note 14 (18,236)		— — — — — —						— (18,236)
Balances at 31 Dec 2021 832,176		260,457 39,983 (1,035) 1,304 — (258)						41,059 1,173,686
Balances at 1 Jul 2020 776,564		32,780 32,042 31,656 721 (6,698) (258)						8,745 875,552
Profit for the period —		36,149 — — — — —						12,937 49,086
Other comprehensive income —		— — (32,900) 84 6,698 —						(1,953) (28,071)
Total comprehensive income —		36,149 — (32,900) 84 6,698 —						10,984 21,015
Transactions with owners in their capacity as owners
Issue of ordinary shares—Exore 73,848		— — — — — —						— 73,848
Share-based payments —		— 2,406 — — — —						56 2,462
Intercompany dividend —		— — — — — —						(3,024) (3,024)
Balances at 31 Dec 2020 850,412		68,929 34,448 (1,244) 805 — (258)						16,761 969,853

14

INTERIM FINANCIAL REPORT Interim Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

CONSOLIDATED STATEMENT OF CASH FLOWS

		AS	AT:
	NOTE	31 DEC 2021	31 DEC 2020
		$’000	$’000
Operating activities
Receipts in the course of operations 545,671			289,287
Payments to suppliers and employees (294,045)			(167,572)
Income taxes paid (5,866)			(18,557)
Interest received 145			471
Net cash inflows from operating activities 245,905			103,629
Investing activities
Payments for exploration and evaluation expenditure (25,164)			(10,968)
Payments for property, plant, and equipment (6,822)			(117,676)
Payments for mine properties (34,171)			(24,154)
Payments for security deposits (354)			—
Proceeds on disposal of equity investments 230			205
Cash acquired in the Exore transaction —-			1,965
Net cash used in investing activities (66,281)			(150,628)
Financing activities
Return of capital payment (18,236)			—
Repayment of borrowings (68,322)			(27,653)
Borrowing costs (4,470)			(7,644)
Dividends paid to non-controlling interests (2,747)			(2,290)
Net cash used in financing activities (93,775)			(37,587)
Net increase/(decrease) in cash held 85,849			(84,586)
Cash and cash equivalents at the beginning of the period 181,545			218,166
Effect of exchange rate changes on foreign-denominated cash 829			(13,049)
Cash and cash equivalents at the end of the period 268,223			120,531

15

INTERIM FINANCIAL REPORT Notes to the Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 period ended 31 December 2021, 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 2021 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’.

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 to the nearest thousand dollars ($’000), unless otherwise indicated.

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 annual 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 2021, and any public announcements made by the group during the period in accordance with continuous disclosure requirements arising under the Corporations Act 2001.

NEW AND AMENDED STANDARDS ADOPTED BY THE GROUP

Several new or amended standards became applicable for the current reporting period. The group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards. Therefore, the accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

SIGNIFICANT ESTIMATES AND JUDGEMENTS

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. 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 areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, were disclosed throughout the notes of the Annual Report and because no significant change has occurred since then, these are not repeated in this report. Information about these can be found in the following Notes to the Financial Statements in the Annual Report:

	NOTE IN THE ANNUAL
	FINANCIAL STATEMENTS
Impairment 2,10
Unit-of-production method of depreciation/amortisation 2,9
Deferred stripping expenditure 2
Income tax 3
Inventory 7
Reserves and resources 9
Restoration and rehabilitation provision 11
Share-based payments 22

16

INTERIM FINANCIAL REPORT Notes to the Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

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 based on a business segment basis as its risks and rates of return are affected predominantly by differences in the various business segments 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 four segments in 2021 being Edikan, Sissingué, Yaouré and Corporate / Other. The segment information is prepared in conformity with the group’s accounting policies.

The group comprises the following main segments:

• Edikan Mining, mineral exploration, evaluation, and development activities.

• Sissingué Mining, mineral exploration, evaluation, and development activities.

• Yaouré Mining, mineral exploration, evaluation, and development activities.

• Corporate/other Investing activities, corporate management, and inter-segment eliminations.

Revenue is derived from two external customers arising from the sale of gold bullion reported under the Edikan, Sissingué and Yaouré reporting segments.

(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

17

INTERIM FINANCIAL REPORT Notes to the Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

(C) SEGMENT INFORMATION PROVIDED TO THE EXECUTIVE MANAGEMENT TEAM AND BOARD OF DIRECTORS

	EDI	KAN	SISSINGUÉ	SISSINGUÉ	YAOURÉ	YAOURÉ	CORPORATE/OTHER	CORPORATE/OTHER	CONSOLIDATED	CONSOLIDATED
PROFIT AND LOSS
	2021	2020	2021	2020	2021	2020	2021	2020	2021	2020
FOR THE HALF-YEAR ENDING 31 DEC:
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Revenue	139,649	178,252 78,424 108,426 327,598 — — —							545,671 286,678
Other income	145	183 — 222 — — 1,698 301							1,843 706
Total revenue and other income	139,794	178,435 78,424 108,648 327,598 — 1,698 301							547,514 287,384
Profit/(loss) before tax	(3,699)	23,431 9,117 63,847 143,539 24,913 (20,443) (54,745)							128,514 57,446
Income tax	1,943	(8,360) — — — — (3,546) —							(1,603) (8,360)
Profit after tax	(1,756)	15,071 9,117 63,847 143,539 24,913 (23,989) (54,745)							126,911 49,086
Included in segment results are:
Impairments and write-offs	(2)	(334) — — — — (2,029) —							(2,031) (334)
Depreciation and amortisation	(22,247)	(16,207) (17,662) (28,672) (48,965) — (10,389) (628)							(99,263) (45,507)
Share-based payments	(360)	(395) (145) (416) (108) — (2,104) (1,244)							(2,717) (2,055)
Foreign exchange gains/(losses)	2,202	757 (318) 9,882 (11,733) 24,913 2,152 (48,770)							(7,697) (13,218)

	EDI	KAN	SISSINGUÉ	SISSINGUÉ	YAOURÉ	YAOURÉ	CORPORATE/OTHER	CORPORATE/OTHER	CONSOLIDATED	CONSOLIDATED
ASSETS AND LIABILITIES
	31 DEC 2021	30 JUNE 2021	31 DEC 2021	30 JUNE 2021	31 DEC 2021	30 JUNE 2021	31 DEC 2021	30 JUNE 2021	31 DEC 2021	30 JUNE 2021
AS AT:
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Total segment assets	411,805	416,782 233,621 264,978 602,159 646,473 241,604 81,365							1,489,189 1,409,598
Included in segment assets are:
Additions to non-current assets	38,400	52,894 3,164 91,358 42,888 170,461 4,952 230							89,404 314,943
Of which: Exore acquisition	—	— 73,079 — —							— 73,079
Total segment liabilities	129,907	122,143 36,638 41,834 82,529 54,297 66,429 132,225							315,503 350,499

18

INTERIM FINANCIAL REPORT Notes to the Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

2. OTHER INCOME/EXPENSES

	FOR THE HALF-	YEAR ENDING:
	31 DEC 2021	31 DEC 2020
	$’000	$’000
Foreign exchange (losses)/gains:
on translation of intercompany loans (578)		(29,336)
on other translations (7,119)		16,118
(7,697)		(13,218)
Changes in inventories:
due to (decrease) in net realisable value (4,481)		(5,145)
Interest and finance charges (5,431)		(1,747)
Other income 1,843		706
Depreciation and amortisation
Amortisation of deferred stripping asset (20,502)		(4,892)
Other depreciation and amortisation relating to gold production (78,453)		(40,502)
Other depreciation and amortisation (308)		(113)
(99,263)		(45,507)

3. INCOME TAX

The income tax expense recognised of $1.6 million (31 Dec 2020: $8.4 million) relates to withholding taxes and the tax expense or benefit relating to the profits or losses of the taxpaying entities.

4. INVENTORIES

	31 DEC 2021	30 JUN 2021
	$’000	$’000
Current
Ore stockpiles—at cost 10,938		41,843
Ore stockpiles—at net realisable value 34,228		49,803
Gold in circuit—at cost 8,741		7,402
Gold in circuit—at net realisable value 10,269		5,959
Bullion on hand—at cost 11,115		6,847
Bullion on hand—at net realisable value 5,387		13,124
Materials and supplies 67,431		53,562
148,109		178,540
Non-current
Ore stockpiles—at cost 14,662		—
Ore stockpiles—at net realisable value 9,595		6,522
24,257		6,522

Refer to Note 2 for the changes in inventory due to changes in net realisable value. Included in the “Materials and supplies” amount is an increase to the provision for slow and obsolete stock at Edikan of $0.4m to $2.4m (30 June 2020: $1.9m). The increase in non-current stockpiles represents the increase in Yaouré tonnes on hand at 31 December 2021. These tonnes are not expected to be processed within 12 months due to the high grades that are forecast to be mined and processed.

19

INTERIM FINANCIAL REPORT Notes to the Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

5. RECEIVABLES

	31 DEC 2021	30 JUN 2021
	$’000	$’000
Current
Trade Debtors 1,227		1,263
Sundry debtors 5,847		6,911
Other Receivables 5,159		2,743
12,233		10,917
Non-current
Security deposits 9,113		8,605
9,113		8,605

Sundry and trade debtors are non-interest bearing and generally on 30-day terms. Other Receivable relates primarily to the net VAT receivable due from the Ghana Revenue Authority. GHS25.2 million (approximately USD4.3 million, or A$5.8 million) was received during the period.

6. PROPERTY, PLANT, AND EQUIPMENT

	FOR THE PERIOD ENDING:	FOR THE PERIOD ENDING:
	31 DEC 2021	30 JUN 2021
	$’000	$’000
Plant and equipment—at cost 658,788 644,750
Accumulated depreciation (316,012) (272,604)
342,776 372,146
Reconciliation of plant and equipment
Balance at the beginning of the period 372,146 126,307
Additions 10,142 862
Transferred from assets under construction 1,739 291,239
Depreciation (39,181) (47,056)
Disposals - (34)
Translation difference movement (2,070) 828
Carrying amount at the end of the period 342,776 372,146
Assets under construction—at cost 35,097 33,561
Reconciliation of assets under construction
Balance at the beginning of the period 33,561 503,863
Additions 6,475 162,088
Transfers to plant and equipment (1,739) (291,239)
Transfers to Mine properties (3,565) (278,495)
Transferred to exploration — (4,503)
Written off — —
Translation difference movement 365 (58,153)
Carrying amount at the end of the period 35,097 33,561
Total Property, plant and equipment 377,873 405,707

20

INTERIM FINANCIAL REPORT Notes to the Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

7. MINE PROPERTIES

	FOR THE PERIOD ENDING:	FOR THE PERIOD ENDING:
	31 DEC 2021	30 JUN 2021
	$’000	$’000
Mine properties—at cost 830,622 961,690
Accumulated depreciation (375,803) (513,926)
454,819 447,764
Reconciliation of mine properties
Balance at the beginning of the period 447,764 202,400
Additions 48,903 44,425
Transfer from assets under construction 3,565 278,495
Amortisation (53,134) (57,092)
Translation difference movement 7,721 (20,464)
Carrying amount at the end of the period 454,819 447,764

8. MINERAL INTEREST ACQUISITION AND EXPLORATION EXPENDITURE

	FOR THE PERIOD ENDING:	FOR THE PERIOD ENDING:
	31 DEC 2021	30 JUN 2021
	$’000	$’000
Mineral interest acquisition and exploration expenditure—at cost 153,348 132,580
Reconciliation of mineral interest acquisition and exploration expenditure
Balance at the beginning of the period 132,580 33,513
Additions—Exore acquisition — 72,827
Additions—Other 24,135 33,046
Transferred from assets under construction — 4,503
Written off (2,031) (6,822)
Translation difference movement (1,336) (4,487)
Carrying amount at the end of the period 153,348 132,580

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.

9. INTEREST-BEARING LIABILITIES

	FOR THE PERIOD ENDING:	FOR THE PERIOD ENDING:
	31 DEC 2021	30 JUN 2021
	$’000	$’000
Revolving cash advance facility—current portion — —
Revolving cash advance facility—non-current portion 68,845 133,199
68,845 133,199
Reconciliation of interest-bearing liabilities
Balance at the beginning of the period 133,199 217,667
Additional drawdowns — —
Interest expense 4,552 8,352
Repayments made (72,874) (74,517)
Translation difference movement 3,968 (18,303)
Carrying amount at the end of the period 68,845 133,199

ASSETS PLEDGED AS SECURITY

The revolving corporate cash advance facility (Corporate Facility) is secured over the following assets:

• all of the assets of Perseus Mining Limited and Occidental Gold Pty Ltd;

• Kojina Resources Ltd’s shares held in Perseus Mining (Ghana) Limited (“PMGL”);

21

INTERIM FINANCIAL REPORT Notes to the Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

• all assets of Amara Mining Limited, Amara Mining (Côte d’Ivoire) Ltd and Perseus Côte d’Ivoire Limited; and

• refining agreements of PMGL, Perseus Mining Côte d'Ivoire S.A. (“PMCI”) and Perseus Mining Yaouré S.A. (“PMY”).

10. ISSUED CAPITAL AND RESERVES

(A) ISSUED AND PAID-UP SHARE CAPITAL

	FOR THE HALF-YEAR ENDING 31 DEC:	FOR THE HALF-YEAR ENDING 31 DEC:	FOR THE HALF-YEAR ENDING 31 DEC:
	2021	2020	2021	2020
	$’000	$’000	NUMBER	NUMBER
Balance at the start of the period 850,412 776,564 1,226,456,870				1,168,055,480
Issued pursuant to the exercise of vested performance rights — — 662,700				10,203,017
Issued pursuant to the acquisition of Exore Resources — 73,848 —				47,789,272
Return of capital payment (18,236) — —				—
Balance at the end of the period 832,176 850,412 1,227,119,570				1,226,047,769

The weighted average number of shares on issue during the period was 1,226,999,113.

(B) PERFORMANCE RIGHTS

Performance rights have been granted, exercised, and forfeited as follows:

								VESTED AND
			BALANCE AT	GRANTED	EXERCISED	FORFEITED	BALANCE AT	EXERCISE-
			START OF	DURING	DURING THE	DURING	END OF THE	ABLE AT END
GRANT	VESTING	EXPIRY	PERIOD	THE PERIOD	PERIOD	THE PERIOD	PERIOD	OF PERIOD
DATE	DATE	DATE	NUMBER	NUMBER	NUMBER	NUMBER	NUMBER	NUMBER
Issued to Directors—Long-Term Incentives
28-Nov-18 31-Dec-21 28-Nov-25 333,333 — — — 333,333 333,333
29-Nov-19 30-Jun-22 29-Nov-26 1,346,500 — — — 1,346,500 —
26-Nov-20 30-Jun-23 26-Nov-27 632,960 — — — 632,960 —
25-Nov-21 30-Jun-24 25-Nov-28 — 531,619 — — 531,619 —
Issued to Directors—Short-Term Incentives
26-Nov-20 30-Jun-21 26-Nov-27 65,448 — 65,448 — — —
25-Nov-21 30-Jun-22 25-Nov-28 — 127,076 — — 127,076 —
Issued to Others—Long-Term Incentives
3-Aug-17 30-Jun-20 3-Aug-24 775,000 — 475,000 — 300,000 300,000
7-May-19 31-Dec-21 7-May-26 4,408,333 — — 200,000 4,208,333 4,208,333
27-Jun-19 31-Dec-21 27-Jun-26 4,200,000 — — 475,000 3,725,000 3,725,000
26-Sep-19 30-Jun-22 26-Sep-26 7,614,500 — — 185,500 7,429,000 —
26-Aug-20 30-Jun-23 26-Aug-27 3,445,167 — — 150,000 3,295,167 —
14-Apr-21 30-Jun-23 14-Apr-28 1,000,000 — — — 1,000,000 —
25-Aug-21 30-Jun-24 25-Aug-28 — 3,823,455 — — 3,823,455 —
Issued to Others—Short-Term Incentives
29-Jul-20 30-Jun-21 29-Jul-27 195,132 — 122,252 — 72,880 72,880
25-Aug-21 30-Jun-22 25-Aug-28 — 425,069 — — 425,069 —
24,016,373 4,907,219 662,700 1,010,500 27,250,392 8,639,546

(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.

(D) NATURE AND PURPOSE OF RESERVES

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

22

INTERIM FINANCIAL REPORT Notes to the Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

SHARE-BASED PAYMENT RESERVE

The share-based payments reserve is used to record 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.

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 financial assets at fair value through other comprehensive income. Perseus’s investment in Amani Gold Limited was sold during the 6 month period.

11. 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.

12. CONTINGENCIES

Perseus has agreed compensation with about two thirds of the landowners affected by the Yaouré Gold Mine at a rate endorsed by the authorities. The remaining one third are seeking a significantly larger compensation rate and the administrative process prescribed by the Ivorian mining legislation to be followed if agreement cannot be reached has been initiated. In parallel, the remaining landowners have commenced a number of legal actions in the Ivorian commercial court. Perseus has made submissions to the court that it does not have jurisdiction to hear the case based on the fact that a prescribed administrative process exists and is being followed, also making reference to a decision by the highest Ivorian court, the “Cour de Cassation” which declared that the commercial court had no jurisdiction to hear a very similar case. Perseus expects the commercial court to declare that it does not have jurisdiction but this outcome is not certain. If the commercial court declares itself competent to hear the case and determine a rate, it is uncertain what rate would be applied. The administrative procedure had been started but was suspended pending resolution of the court cases. If the administrative procedure is completed, Perseus does not expect any exposure over and above the rate already agreed with the majority of landowners.

Perseus Mining Yaouré S.A. (“PMY”) has received a Customs audit assessment relating to goods and services imported for the construction of the Yaouré mine. PMY does not agree with the quantum of the assessment and is currently in negotiations with Customs authorities. On a conservative basis, Perseus has raised a provision for the assessed import taxes. Negotiations are ongoing and the final penalty exposure is unknown but could be between nil and US$2.6 million, which has not been provided for.

23

INTERIM FINANCIAL REPORT Notes to the Consolidated Financial Statements

==> picture [112 x 35] intentionally omitted <==

Aside from these matters, known contingent liabilities for the period ended 31 December 2021, remain unchanged from those disclosed in the annual financial report.

13. COMMITMENTS

Known commitments for the period ended 31 December 2021, remain unchanged from those disclosed in the annual financial report, except for the following:

(A) EXPLORATION COMMITMENTS

Minimum expenditure commitments on exploration properties have increased from those disclosed at 30 June 2021, with two new tenements acquired which have added estimated exploration minimum commitments of $640,000 within one year, and $2,700,000 in between two and five years.

(B) GOLD DELIVERY COMMITMENTS

	GOLD FOR PHYSICAL	CONTRACTED	VALUE OF
	DELIVERY	SALES PRICE	COMMITTED SALES
	OZ	US$/OZ	US$’000
Within one year 281,294 1,686.81			474,490
Later than one but not later than five years 20,000 1,785.27			35,705

The 301,294 ounces of gold sales commitments represents 20.5% of anticipated gold production over the next three years.

(C) CAPITAL COMMITMENTS

As the construction of Yaouré is complete, there are $nil remaining capital commitments (at 30 June 2021: $nil).

14. RETURN OF CAPITAL

	FOR THE PERIOD ENDING:	FOR THE PERIOD ENDING:
	31 DEC 2021	30 JUN 2021
	$’000	$’000
Ordinary shares 18,236 —

Perseus made a maiden return of capital payment on 10 December 2021 of $0.015 per fully paid ordinary share.

15. SUBSEQUENT EVENTS

On 1 January 2022, 8,966,666 performance rights that had previously been issued to employees vested under the terms of the Perseus Performance Rights Plan, of which 5,925,000 were subsequently exercised.

On 31 January 2022, Perseus Mining Limited acquired 39,092,233 million common shares (15%) in Orca Gold Inc. (“Orca”), with the total consideration amounting to C$17.5 million. Perseus has previously engaged in exclusive discussions with Orca regarding a possible change of control transaction, however these discussions are ongoing, and no formal agreement has been reached. Perseus has also agreed to provide Orca a US$5.0 million short term loan facility which attracts interest of 7.5% per annum and has a maturity date of 30 June 2022. Please refer to the ASX release dated 31 January 2022 ‘Perseus to acquire 15% in Orca Gold’.

On 15 February 2022, a further 175,000 performance rights of the above mentioned 8,966,666 were exercised.

On 22 February 2022, the Directors approved an interim dividend payment of $0.0081 per ordinary share, which is expected to be paid on 7 April 2022.

24

INTERIM FINANCIAL REPORT Directors’ Declaration

==> picture [112 x 35] intentionally omitted <==

DIRECTORS’ DECLARATION

In the directors’ opinion:

• 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 2021 and of its performance for the half-year ended on that date; and

• ii. complying with Accounting Standards, the Corporations Regulations 2001, and other mandatory professional reporting requirements; and

• b. there are reasonable grounds to believe that Perseus Mining Limited will be able to pay its debts as and when they become due and payable.

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

==> picture [100 x 45] intentionally omitted <==

Jeffrey Allan Quartermaine Managing Director and Chief Executive Officer Perth, 22 February 2022

25

==> picture [77 x 59] intentionally omitted <==

Independent auditor's review report to the members of Perseus Mining Limited

Report on the half-year financial report

Conclusion

We have reviewed the half-year financial report of Perseus Mining Limited (the Company) and the entities it controlled during the half-year (together the Group), which comprises the consolidated statement of financial position as at 31 December 2021, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, significant accounting policies and explanatory notes and the directors' declaration.

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

1. giving a true and fair view of the Group's financial position as at 31 December 2021 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 .

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity (ASRE 2410). Our responsibilities are further described in the Auditor’s responsibilities for the review of the half-year financial report section of our report.

We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

Responsibilities of the directors 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 gives a true and fair view and is free from material misstatement whether due to fraud or error.

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.

26

==> picture [77 x 59] intentionally omitted <==

Auditor's responsibilities for the review of the half-year financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether 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 Group's financial position as at 31 December 2021 and of 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 .

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.

==> picture [161 x 37] intentionally omitted <==

PricewaterhouseCoopers

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

Craig Heatley Partner

Perth 22 February 2022

27