PERSEUS MINING LIMITED — Major Shareholding Notification 2004

Oct 21, 2004

Form $603$ Corporations Act 2001 Section 671B

Notice of initial substantial shareholder

To:	Company Name/Scheme	PERSEUS MINING LIMITED
ACN/ARSN		106 808 986
	1. Details of substantial holder (1)
Name		AFMINEX LIMITED
ACN/ARSN (if applicable)		065 212 679

The holder became a substantial shareholder on

$22/09/2004$ - date of Perseus Mining Ltd's listing on ASX

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Persons' votes (5)	Voting power $(6)$
ORDINARY FULLY	23,285,135	23, 285, 135	39.12%
PAID SHARES

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	I Class and number of securities
' AFMINEX I IMITED.	N/A	23,285,135 ordinary shares

4. Details of present registered holders

The person registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of	Person entitled to be	Class and number
	securities	registered as holder	of securities
AFMINEX LIMITED	AFMINEX LIMITED	N/A	23, 285, 135ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial shareholder became a substantial shareholder is as follows:

Holder of relevantinterest	Date ofacquisition	Consideration (9)		Class andnumber ofsecurities
		Cash	Non-cash
AFMINEX LIMITED	24/10/2003	$1.00		5.
AFMINEX LIMITED	23/01/2004	$3,585.13		3,585,130
AFMINEX LIMITED	March2004		Perseus Mining Ltd sharesissued to Afminex Ltd asvendor consideration forthe sale and assignment ofmineral and loan assets inthe Grumesa, Tengrela andKyldoo gold projects byAfminex Ltd to PerseusMining Ltd.Saleconsiderationοf$$2,020,000$ settled by theissue of 20,200,000 sharesin Perseus Mining Ltd.	20,200,000
AFMINEX LIMITED	15/09/04	$17,500	Off-market share sales	(500,000)

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
IMITEDAFMINEX.	30 LEDGAR ROAD, BALCATTA,WA 6021

Signature

Print name	SUSMIT SHAH	Capacity COMPANY SECRETARY
sign here	Shing	date $22 / 10 / 2004$

Directions

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• The voting shares of a company constitute one class unless divided into separate classes. $(4)$

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown".
• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.