PERSEUS MINING LIMITED — Investor Presentation 2016

Feb 28, 2016

Unlocking Value through Consolidation

February 2016

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

• This presentation has been prepared by Perseus Mining Limited (Perseus) and Amara Mining plc (Amara). It does not constitute a prospectus or prospectus equivalent document nor does it constitute financial product or investment advice. It does not take into account the investment objectives, financial situation or particular needs of any investor. Before making any decision regarding or investment in Perseus, Amara or any potential combination of Perseus and Amara, an investor or prospective investor should read all publicly available information regarding those companies and their potential combination (including the Rule 2.7 Announcement and the scheme circular) which may alter or update any information contained in this presentation and consider whether such a decision or investment is appropriate to their particular needs, objectives and financial circumstances, seek legal and taxation advice appropriate to their jurisdiction and consult a financial adviser if necessary. No reliance may be placed, for any purposes whatsoever, on the information contained in this presentation or on its completeness and this presentation should not be considered a recommendation by Perseus or Amara or any of their respective affiliates in relation to the potential combination of Perseus and Amara. Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.
• No statement in this presentation is intended as a profit forecast, profit estimate or quantified financial benefits statement and no statement in this presentation should be interpreted to mean that earnings per Amara share or Perseus share for the current or future financial years would necessarily match or exceed the respective historical published earnings per Amara share or Perseus share or to mean that the potential combination of Perseus and Amara earnings in the first twelve months following the potential combination, or in any subsequent period, would necessarily match, or be greater than or be less than those of Perseus and/or Amara for the relevant preceding financial period or any other period.
• This presentation contains certain forward-looking statements with respect to a possible combination involving Perseus and Amara. The words "believe", "expect", "anticipate", "project" and similar expressions, among others, generally identify forward-looking statements. These forward-looking statements are based on numerous assumptions and assessments made in light of Perseus' or, as the case may be, Amara's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors it believes appropriate.
• These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that a possible combination will not be completed, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to the possible combination, adverse effects on the market price of Perseus shares or Amara shares and on Perseus' s or Amara's operating results because of a failure to complete the possible combination, failure to realise the expected benefits of the possible combination, negative effects relating to the announcement of the possible combination or any further announcements relating to the possible combination or the consummation of the possible combination on the market price of Perseus shares or Amara shares, significant transaction costs and/or unknown liabilities, customer reaction to the announcement of the possible combination, possible litigation relating to the possible combination or the public disclosure thereof, general economic and business conditions that affect the companies, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals and competitive developments.
• These factors are not intended to be an all-encompassing list of risks and uncertainties. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this presentation could cause Perseus' plans with respect to Amara, Perseus's or Amara's actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements.
• No assurance can be given that such expectations will prove to have been correct and persons reading this presentation are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this presentation. Perseus and Amara expressly disclaim any obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.

Cautionary Statements

• None of Perseus, Amara (including members of their respective groups) or any affiliates or the directors, employees, agents, representatives or advisors of any such party (each a Relevant Person) undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or required by the City Code on Takeovers and Mergers (the Code) or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward looking statement in this presentation will actually occur.
• This presentation has been prepared by Perseus and Amara based on information available to them and has not been independently verified. Information relating to Perseus has been provided by Perseus and information relating to Amara has been provided by Amara. Neither of Perseus and Amara take responsibility for information provided by the other. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this presentation. To the maximum extent permitted by law, none of Perseus, Amara or any other Relevant Person, nor any other person accepts any liability for any loss arising from the use of this presentation or its contents or otherwise in arising in connection with it, including without limitation, any liability from fault or negligence on the part of Perseus, Amara or any Relevant Person.
• The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom, Australia or Canada or who are subject to the laws of any jurisdiction other than the United Kingdom, Australia or Canada should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This presentation does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy or exchange any securities or the solicitation of any vote or approval pursuant to this presentation or otherwise in any jurisdiction in which such offer or solicitation is unlawful nor shall there be any sale, issuance, exchange or transfer of any securities referred to in this presentation in any jurisdiction in which such offer or solicitation is unlawful. To the fullest extent permitted by applicable law, Amara and Perseus disclaim any responsibility or liability for the violation of such restrictions by any person.
• This presentation does not constitute an offer of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the Securities Act) or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction in the United States. Any securities referenced herein or which may be referenced in the scheme circular have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
• Any vote by the Amara shareholders in respect of the potential combination should only be made on the basis of the information contained in the scheme circular, which will contain the full terms and conditions of the potential combination (including details of how to vote). Amara shareholders are advised to read the formal documentation in relation to the potential combination carefully once it has been dispatched.
• Arlington Group Asset Management Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Perseus and no one else in connection with the combination and will not be responsible to any person other than Perseus for providing the protections afforded to clients of Arlington Group Asset Management Limited for providing advice in connection with the combination or any other matter referred to herein.
• BMO Capital Markets Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Amara and no one else in connection with the combination and will not be responsible to any person other than Amara for providing the protections afforded to clients of BMO Capital Markets Limited for providing advice in connection with the combination or any other matter referred to herein.
• For the purposes of this presentation the following exchange rates have been used unless otherwise stated; USD$1.00 = AUD$1.4= GBP£1.00 = AUD$1.94, GBP£1.00 = USD$1.39.
• Please refer to the Appendix of this presentation for important information regarding Perseus and Amara's Mineral Resources, Ore Reserves, production targets and financial forecasts.

Unlocking Value Through Consolidation

Recommended offer to combine Perseus and Amara through a scheme of arrangement

• Clear strategic and financial rationale for the business combination

• Creating a strong, diversified, growth orientated West African focussed gold production, development and exploration company

• Value enhancing for both sets of shareholders and stakeholders

• Offer unanimously recommended by the Amara Board

Transaction Summary

Transaction	•Combination of Perseus Mining and Amara Mining by way of a UK Scheme of ArrangementPro forma ownership of enlarged company: 64.9% Perseus / 35.1% Amara1••Warrants provide additional leverage for Amara shareholders, and potentially a further US$45.0 million of funding for the enlargedPerseus entity
Consideration	0.68 new Perseus shares per Amara share•0.34 new Perseus warrants per Amara share, entitles holder to subscribe for one share at A$0.44 per share (premium of 24% to 10-day•and 33% to 20-day VWAP) for a period of 36 months•Represents premium for Amara shareholders of 42.2% to mid-market closing prices and 28.3% to relative 20 day VWAP (excl. warrants)Warrants worth an estimated additional 16.4% premium to Amara mid-market closing price2•
Conditions	Amara shareholder approval at a shareholder meetings to be convened (75% of votes cast)•Court approval•Other customary closing conditions•No Perseus shareholder approval required to implement the transaction3•
IndicativeTimetable	Announcement of transaction –29 February 2016•Amara shareholder meetings to approve transaction to be convened shortly•Final court approval and closing early Q2 2016•
Other Terms	Two Amara directors to be invited to join the Perseus Board (John McGloinand Alex Davidson)•Amara shareholders representing in aggregate 16.1% of issued share capital have provided irrevocable undertakings to vote in favour of•the transaction and shareholders representing 21.8% have provided letters of intent to vote in favour of the transaction•Following completion of the Combination, the Perseus Board will examine the merits of obtaining a standard listing on the Official List ofthe UK Listing Authority.

4 1) Assuming at the scheme effective date a total number of 420,386,077 Amara shares in issue, a total number of 529,343,901 Perseus shares in issue and 285,862,532 new Perseus shares issued under the terms of the combination and excluding dilution from the exercise of the warrants. 2) Estimated warrant value calculated using Black-Scholes method assuming 40% volatility, 1.9% risk free rate and 0% dividend yield 3) Subject to receipt of regulatory waivers from ASX and TSX.

Transaction Rationale

5

Creating value and strength through consolidation

Perseus transformed from a "one mine, one cashflow, one country" company to a lower risk, geographically diversified, multiproject operation by combining businesses with Amara

• Improves quality and balance of asset portfolio
• Reduces risk profile of the Company through diversification
• Expands development portfolio allowing for incremental production growth
• Enhances critical mass and market relevance

Builds a portfolio of quality operating and development assets

• Edikan Large, low grade operating gold mine in Ghana, Mineral Reserve of 2.4Moz1 , strong production profile to FY2024
• Yaoure PFS stage project in Cote d'Ivoire, 5.2Moz M&I Mineral Resource2 one of the best undeveloped gold assets in Africa
• Sissingue DFS stage project in Cote d'Ivoire
• Baomahun Optionality to gold market recovery in Sierra Leone

Financial strength to fund development pipeline

• Perseus strong ungeared balance sheet, net working capital as at 31 Dec. 2015 of A$165 million (approx. US$120 million)3
• Strong projected cash flow from Edikan post FY2017 at current gold price when current re-investment programme ends
• Strong combined commercial team experienced in project finance

Social Licence to operate enhanced

– Combined CSR experiences and relationships improves capacity to build and maintain strong relationships with host communities

Transaction Rationale (Continued)

Creating value and strength through consolidation

Experienced exploration, development and operating teams to deliver outcomes

• Strong combined technical services capability spanning near mine and green fields exploration, evaluation and feasibility
• Perseus's Edikan constructed on time and within budget
• Feasibility and development team assembled for Sissingue construction available for deployment to Yaoure
• Experienced and successful operating team at Edikan mine

High quality Board and management teams drawn from two companies

• Opportunity to enhance skill sets available to the Company at both Board and management level
• Able to draw on a very large amount of relevant experience in developing countries, particularly those in West Africa
• Should result in general enhancement of management capacity and quality

Enhanced capital markets critical mass and relevance

• Combined group has enhanced market presence, listed on ASX, TSX and through a broker's listing on the FSE
• Following completion of the Combination, the Perseus Board will examine the merits of obtaining a standard listing on the Official List of the UK Listing Authority
• Perseus average daily liquidity on ASX of approx. 3.3 million shares (approx. US$0.9M) during last 12 months
• Perseus currently trading at an EV of US$85 million and Amara at US$56 million
• Individually, Perseus and Amara trade at a discount to peer group multiples but combined, the expanded Perseus should be materially stronger with potential for a share price re-rating to the benefit of both groups of shareholders

Transaction Rationale (continued)

7

Benefits to Amara shareholders

Attractive premium

– Immediate premium to Amara shareholders of 42.2% (excluding warrant) based on each company's mid-market closing price as of February 26, 2016 and 28.3% (excluding warrant) based on each company's 20-day VWAP as of February 26, 2016. Warrants worth an additional 1.68p per Amara share or 16.4% premium to Amara spot price1

Exposure to combined company

• Pro forma ownership of ~35%2 in Perseus, provides immediate exposure to gold production and cash flow from the Edikan mine and attractive growth potential from a high quality development and exploration pipeline
• Enhanced ability to realize value from the future development of Yaoure

Enhanced financial position

– Pro forma Perseus will have a stronger balance sheet to provide funding to continue the development of Yaoure

Increased operating capabilities

• Yaoure to be developed by a proven management team with West African construction and operational expertise and track-record for creating shareholder value
• Pro forma Perseus Board supported by John McGloin (Executive Chairman & CEO of Amara) and Alex Davidson (Non-Executive Director of Amara)

Strengthened capital markets presence

• Opportunity to participate in benefits derived from increased capital markets profile
• Significant re-rating potential as pipeline of development and exploration projects are successfully advanced

Pro Forma Metrics Summary

		Perseus	Amara	ProForma
Share price	(local currency)	A$0.415	£0.103	A$0.415
Shares outstanding	(millions)	529.3	420.4	815.2
Options, warrants &perf. rights	(million)	11.8	23.3	154.75
Market capitalisation –basic	(US$m)	157.3	59.7	242.3
Cash and bullion1	(US$m)	72.3	4.1	76.4
Debt	(US$m)	nil	nil	Nil
Enterprise value6	(US$m)	85.0	55.6	165.92
Listings		ASX/ TSX	AIM	/ TSX3ASX
Average daily liquidity (last 12 months)	(US$m)	0.9	0.1
Proforma ownership (basic)	(%)	64.9	35.1
Resource4Attributable Mineral-Measured & Indicated-Inferred	(Moz)(Moz)	6.62.3	7.42.7	14.05.0
Attributable Proved & Probable Ore Reserve	(Moz)	2.8	4.5	7.3

1. Based on A$:US$ Exchange rate at 31 December 2015 of 0.7300 and gold price of US$1,062/oz 2) Based on a Perseus mid-market closing price of A$0.415 on 26 February 2016. 3) Perseus to examine the merits of listing on the standard listing segment of the London Stock Exchange 4) Please refer to the Appendix to this presentation for further details regarding Perseus's and Amara's Mineral Resources and Ore Reserves. 5) 11.8 mm of Prada performance shares plus 142.9 mm new shares post Warrants exercise; Amara options assumed to be cancelled under Scheme. 6) Enterprise values stated as market capitalisation less cash and bullion

West African Portfolio: Overview

Portfolio of high quality operating and development assets

Geopolitical Diversification

Transaction brings significant diversification advantages to the asset portfolio

2) Please refer to the Appendix of this presentation for further details regarding Perseus's and Amara's Mineral Resources and Ore Reserves

Pipeline from Exploration to Production

Portfolio Development Strategy

Strong pipeline of development projects within the expanded company

• Preparation of Yaoure Definitive Feasibility Study (DFS) and rapid progression to development are the priority tasks
  • Based on the recently revised Mineral Reserve and optimised PFS, and further optimisation work
  • In optimising the project, key driving factors will be NPV/IRR, capital cost and head grade of processed ore
• Currently estimate completion of Yaoure DFS and finalisation of financing and execution plan (18-24 months), construction and commissioning (18 months)
• Continue to evaluate funding the development of the build ready Sissingué Gold Mine while maintaining balance sheet strength and maximising shareholder value
• Continuous improvement of Edikan through incremental improvements to plant
• Development of the Esuajah South deposit using underground mining techniques remains an attractive option subject to gold price
• Investigate underground potential at Baomahun Project

Pro-forma Balance Sheet

Liquid Assets as at December 2015

Perseus Mining	US$M1	Amara Mining	US$M	Pro-forma Combined	US$M
Liquid Assets2	98.1	Liquid Assets2	4.1	Liquid Assets2	102.2
Trade creditors3	33.7	Trade creditors	1.7	Trade creditors	35.3
Debt	0.0	Debt	0.0	Debt	0.0
Net Liquid Assets	64.4	Net Liquid Assets	2.4	Net Liquid Assets	66.8

• Net liquid assets of US$67 million. Cash balance forecast to increase as Edikan moves beyond current investment period (post 2017)
• Potential to add a further US$45.0 million cash through exercise of warrants
• Material cash balance available to provide equity proportion of Yaoure finance plan
• No outstanding debt on pro-forma balance sheet
• Capacity to leverage Edikan to borrow funds to finance growth projects
• Exact funding requirement for Yaoure to be confirmed through optimisation and definitive feasibility studies

Board and Management Team

Board of Directors

• Non-Executive Chairman
  • Reginald Gillard
• Managing Director
  • Jeffrey Quartermaine
• Executive Director
  • Colin Carson
• Non-Executive Directors
  • Michael Bohm
  • Alex Davidson (ex-Amara)
  • Sean Harvey
  • John McGloin (ex-Amara)

Management Team

• Chief Executive Officer – Jeffrey Quartermaine
• Chief Financial Officer
  • Elissa Brown
• Group General Manager (Technical Services) – Paul Thompson
• Group General Manager (Operations) – Brent Horochuk
• Group General Manager (Development) – Adam Smits
• Group General Manager (Exploration) – Doug Jones
• General Counsel and Company Secretary – Martijn Bosboom

Peer Group Positioning

Market Capitalisation (US$m)

Mineral Resource1

Scope for Re-Rating

Enterprise Value / Ounce1 (US$/oz)

Price / Net Asset Value2 (x)

1. Attributable Enterprise Value / Attributable Measured & Indicated Resources 2. Net Asset Value as per BMO Capital Markets Equity Research

Indicative Transaction Timeline

Transaction Rationale

Creating value and strength with diversity through consolidation

• Company transformed to a lower risk, geographically diversified, multi-project operation by combining businesses
  • Builds a portfolio of quality operating and development assets
  • Financial strength to fund development pipeline
• Social licence to operate enhanced through combined experience
• Experienced exploration, development and operating teams
• High quality Board and management teams drawn from two companies
• Enhanced capital markets critical mass and relevance

Jeff Quartermaine

Managing Director & CEO +61 8 6144 1700

Nathan Ryan

Investor Relations (Australia) +61 420 582 887

John McGloin

Chairman & CEO +44 207 398 1420

Katharine Sutton

Head of Investor Relations +44 207 398 1420 ir@amaramining.com

APPENDICES

Edikan Gold Mine – Ghana

Edikan Gold Mine – Ghana

Edikan Site Layout Map

Edikan Project Location

Key LOM Operating Parameters

Parameter	Details
Measured & Indicated Resources	151.7 Mt ore grading 1.1g/t gold containing 5.27 Moz1
Proved & Probable Ore Reserves	61.3Mt ore grading 1.2g/t gold containing 2.35Moz1
Mining methods	7 multi-stage open pits mined by mining contractors(AMS & Rocksure)
Strip Ratio (t : t)	Varies from pit to pit; LOM 4.1
Expected mine life	8 yearsfrom 1 July 2015
Process flow sheet	Crushing; SAG; gravity; flotation; and CIL
Processing rate	7.0 Mtpa
Gold recovery	Varies with ore type and pit; LOM average 88.3%
Gold production	Average annual production of 240koz; LOM total 1.944Moz
Sustaining capital	US$108M including US$79M in costs to access newmining areas
Unit mining costs	US$3.30/t material moved
Unit processing costs	US$9.00/t ore processed
LOM All-In Site Costs (@US$1,200/oz)	US$937/ozrecovered

Reserves & Resources (100% basis)1

Category	Tonnes(Mt)	Grade(g/t)	Contained(Moz)
Proven Reserve	44.5	1.2	1.66
Probable Reserve	16.8	1.3	0.69
Total Reserve	61.3	1.2	2.35
Measured Resource	74.4	1.1	2.63
Indicated Resource	77.3	1.1	2.64
Measured &Indicated	151.7	1.1	5.27
Inferred Resource	62.0	1.0	2.02

Edikan Gold Mine – Ghana

Opportunities for Improvement

Reduce capital expenditure budget for relocation housing.

Optimise design for underground mining at Esuajah South instead of open pit.

Incremental upgrade of crusher and mill to increase processing efficiency and reduce maintenance costs

Acquire stranded assets located close to Edikan

Mine oxide ore from rehabilitated heap leach pads.

Install additional power generating

facilities to back up against complete failure of Ghanaian power grid.

Edikan Gold Mine – Ghana

Mining in the Eastern Pits – Fetish Mining in the Eastern Pits – Chirawewa

Sissingue Gold Project – Cote d'Ivoire

Feasibility Production & Cost Profile

NPV Sensitivity1

NET PRESENT VALUE (US$M)
Real Discount		Gold Price
Rate (%)	US$1,100/ozUS$1,200/ozUS$1,300/oz
6.50	40.7	70.0	97.2
8.25	33.2	60.8	86.5
10.00	26.8	52.5	76.8

Key LOM Operating Parameters

Parameter	Details
Measured & Indicated Resources	16Mt at 1.7g/t gold for 880kozs contained gold1
Proved & Probable Ore Reserves	5.5Mt at 2.4g/t for 429kozs contained gold1
Mining methods	Open pit –contract mining; 3 pit stages; free dig oxideore, drill & blast fresh ore
Strip ratio (t : t)	2.6
Expected mine Life	5.25 years
Process flow sheet	Single stage crushing, ball mill, gravity circuit, 6 stage CIL,elution and electrowinning
Processing rate	1.2MTPA –Oxide; 1.0MTPA fresh
Gold recovery	Oxide –92%, primary granite & porphyry –90%; primarysediment –78%
Gold production	Average of 75kozs per year for first 5 years, LOM385kozs
Development capital	US$106 million (including pre-strip and 10% contingency)
Sustaining capital	US$5 million
LOM production costs	US$570/oz
LOM All-In Site Costs (@US$1,200/oz)	US$632/oz

Sissingue Reserves & Resources (100% basis)1

Category	Tonnes(Mt)	Grade(g/t)	Contained(Moz)
Proven Reserve	3.4	2.8	0.31
Probable Reserve	2.1	1.7	0.12
Total Reserve	5.5	2.4	0.43
Measured Resource	4.8	2.4	0.37
Indicated Resource	11.0	1.4	0.51
Measured &Indicated	16.0	1.7	0.88
Inferred Resource	1.1	1.7	0.06

Grumesa Resources (100% basis)1

Category	Tonnes(Mt)	Grade(g/t)	Contained(Moz)
Measured Resource	-	-	-
Indicated Resource	25.1	0.6	0.47
Measured &Indicated	25.1	0.6	0.47
Inferred Resource	16.4	0.5	0.25

Sissingue Gold Project – Cote d'Ivoire

Early Works at Sissingue

Yaoure: High Quality Development Asset

• A positive PFS was completed for Yaoure in May 2015
• PFS based on a 6.5 million tonnes per annum operation
• Maiden Mineral Reserve of 2.7 million ounces (70.4 million tonnes at 1.18g/t)
• Further optimisation work completed by Amara including further drilling, resulting in an updated Mineral Reserve of 62.3 million tonnes at 1.62g/t for 3.2 million ounces.
• An optimised PFS based new Mineral Reserve and a 4.5 million tonne per annum operation was announced on 26 February 2016, demonstrating improved economic returns.

High Quality Development Asset Reserves & Resources (100% basis)1

Category	Tonnes(Mt)	Grade(g/t)	Contained(Moz)
Proven Reserve	18.1	1.82	1.1
Probable Reserve	44.2	1.54	2.2
Total Reserve	62.3	1.62	3.2
Measured Resource	18.6	1.86	1.1
Indicated Resource	85.5	1.47	4.0
Measured &Indicated	104.1	1.54	5.2
Inferred Resource	47.7	1.41	2.2

Yaoure: Track Record of Delivery

Yaoure Resource Growth and Project Advancement

Yaoure: Excellent Existing Infrastructure

Baomahun: Strong Growth Opportunity

Solid Optionality in an Improved Gold Market

• Baomahun is a Feasibility stage project in Sierra Leone
• Feasibility Study completed in Q2 2013 based on 2Mtpa open pit only scenario
• Potential to improve economics through combined open pit and underground scenario as grades increase at depth
• 1.2 million ounce Mineral Reserve1
• 2.2 million ounce Indicated Mineral Resource plus 0.5Moz Inferred1 with upside potential

Reserves and Resources (100% basis)1

Category	Tonnes(Mt)	Grade(g/t)	Contained(koz)
Probable Reserve	23.3	1.62	1,210
Total Reserve	23.3	1.62	1,210
Indicated Resource	38.4	1.82	2,242
Inferred Resource	6.6	2.52	535

Baomahun: Further Growth Potential

Additional Cautionary Statements

MINERAL RESOURCES

Mineral Resources and Ore Reserves

Perseus and Amara estimate their reserves and resources in accordance with rules applicable to companies listed on their respective stock exchanges. Those rules differ in several significant respects from Industry Guide 7 of the US Securities and Exchange Commission ("SEC") that governs disclosures of mineral reserves in registration statements filed with the SEC. In particular, Industry Guide 7 does not recognise classifications other than proven and probable reserves and the SEC does not permit mining companies to disclose mineral resources in SEC filings. Investors should not assume that "resources" will be converted into reserves or that they may be economically extracted.

Perseus

This Announcement includes information that relates to Perseus's mineral resources and ore reserves. This information was prepared by and is the responsibility of Perseus only. It is extracted from Perseus's previous announcements as follows:

• 'Appendix 4E and 2015 Financial Report' dated 31 August 2015;
• 'Revised Sissingué Gold Mine Feasibility Study' dated 21 April 2015;
• 'Updated Life of Mine Plan for Perseus Mining's Edikan Gold Mine' dated 20 April 2015;
• 'Addendum to Edikan Mineral Resources Update' dated 4 September 2014;
• 'Updates Edikan Mineral Resource' dated 27 August 2014; and
• 'Resource-Reserve Upgrade, Ghana Gold Projects' dated 23 December 2010.

These announcements are available to view on www.perseusmining.com. These announcement set out the key assumptions, mining and processing parameters and methods used to prepare the estimates.

Perseus confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of mineral resources or ore reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. Perseus confirms that the form and context in which the competent person's findings are presented have not been materially modified from the original market announcement.

The information in relation to the Grumesa Gold Project was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported on 23 December 2010.

Additional Cautionary Statements

Amara

This Announcement includes information that relates to Amara's mineral resources and reserves. This information was prepared by and is the responsibility of Amara only. It is extracted from Amara's previous announcements as follows:

• Yaoure Optimised PFS Delivers Exceptional Results dated 26 February 2016;
• Yaoure 'Mineral Reserve Update' dated 25 January 2016;
• Yaoure 'Mineral Resource Update' dated 24 November 2015;
• Pre-Feasability Study for Yaoure Gold Project confirms robust returns dated 14 May 2015;
• Baomahun Mineral Reserves: 'Baomahun Feasibility Study' dated 2 July 2013; and
• Baomahun Mineral Resources: 'Baomahun Mineral Resource Update' dated 19 November 2012

These announcements are available to view on www.amaramining.com. These announcement set out the key assumptions, mining and processing parameters and methods used to prepare the estimates.

Amara confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of mineral resources or ore reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. Amara confirms that the form and context in which the competent person's findings are presented have not been materially modified from the original market announcement.

The Amara mineral resources and reserves are reported in accordance with National Instrument 43-101 and are not reported in accordance with JORC 2012 guidelines. The system of classification of mineral resources under National Instrument 43-101 uses similar categories of mineralisation and criteria for the preparation of estimates to those used in the JORC Code. The mineral resources and resources were prepared and approved by the qualified persons referenced below.

Perseus has not undertaken sufficient work to independently verify Amara's projects in accordance with the JORC Code. Further evaluation work and appropriate studies will be required for Perseus to independently verify Amara's resources and reserves, which will be reviewed by Perseus and reported under JORC 2012 guidelines following completion of the Combination.

Production Targets

Perseus

This Announcement also includes information that relates to Perseus's production forecasts and forecast financial information derived from production targets. This information was extracted from Perseus's previous announcements as follows:

'Revised Sissingué Gold Mine Feasibility Study' dated 21 April 2015; and

'Activities Report for December 2015 Quarter' dated 28 January 2016.

These announcements are available to view on www.perseusmining.com.

Additional Cautionary Statements

Perseus confirms that all material assumptions underpinning the Sissingué production target, or the forecast financial information derived from the production target, in the previous announcements set out above continue to apply and have not materially changed.

As set out above, forward looking statements are subject to risks and uncertainties. However, Perseus believes that it has a reasonable basis for making the forward-looking statements in this Announcement, including with respect to any production targets and forecast financial information, based on the information contained in the announcements referenced above.

Assumptions have been made regarding, among other things, Perseus's ability to carry on its exploration and development activities, the timely receipt of required approvals, the price of gold, the ability of Perseus to operate in a safe, efficient and effective manner and the ability of Perseus to obtain financing as and when required and on reasonable terms.

National Instrument 43-101

Perseus

Mr Steffen Brammer is a Resource Geologist with the Australian Institute of Mining and Metallurgy and an employee of the Perseus Group. Mr Brammer has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves') and to qualify as a "Qualified Person" under National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43- 101"). He is responsible for the estimation of the Edikan Resources and the Sissingué Resources and has reviewed and approved the relevant technical information relating to the resource estimates in this Announcement.

Mr Paul Thompson is an Engineer with the Australian Institute of Mining and Metallurgy and an employee of the Perseus Group. Mr Thompson has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves') and to qualify as a "Qualified Person" under National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"). He is responsible for the estimation of the Edikan Reserve and the Sissingué Reserve and has reviewed and approved the relevant technical information relating to the reserve estimates in this Announcement.

Amara

Mario Rossi is a "Qualified Person" within the definition of NI 43-101 and is responsible for the estimation of the Yaoure Mineral Resource. He has reviewed and approved the relevant technical information relating to the resource estimates in this Announcement. Mr Rossi (Fellow AusIMM, Member CIM, Member SME) is Principal Geostatistician of GeoSystems International, Inc.

Adam Wheeler is a "Qualified Person" within the definition of NI 43-101 and is responsible for pit optimisation aspects of the Yaoure Mineral Resource and Mineral Reserve. He has reviewed and approved the relevant technical information relating to the resource and reserve estimates in this Announcement. Mr. Wheeler (Fellow IOM3, C.Eng) is an Independent Mining Consultant.

Peter Brown is a "Qualified Person" within the definition of NI 43-101 and has verified the data disclosed in this release with regards to the exploration conducted at Yaoure for Amara, including sampling, analytical and test data underlying the information contained herein, and reviewed and approved the information contained within this announcement. Dr Brown (MIMMM) is the Group Exploration Manager.