PERSEUS MINING LIMITED — Major Shareholding Notification 2008

Dec 21, 2008

FORM 603 Corporations Act 2001 Section 671B

NOTICE OF INITIAL SUBSTANTIAL HOLDER

To: Company Name/Scheme

PRU - Perseus Mining Limited

ACN/ARSN

106 808 986

1. Details of Substantial Holder(1)

Acorn Capital Limited

Name ACN/ARSN (if applicable) 082 694 531

The holder became a substantial holder on 17-Dec-2008

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	Person's Votes (5)	Voting Power (6)
Ordinary	12,184,908	12,184,908	6.94%

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)	Class and Number of Securities
Acorn Capital Limited	Power to (or to control) exercise vote and/ordispose of the shares as discretionaryinvestment managers or advisers tosuperannuation funds, pooledsuperannuation trusts, managed investmentschemes and investment managementagreements.	12,184,908

4. Details of Present Registered Holders

The persons registered as holders of the securities referred to in Paragraph 3 above are as follows:

Holder of Relevant Interest	Registered Holder of Securities	Person Entitled to beRegistered as Holder (8)	Class and Number ofSecurities
Military Superannuation & Benefits Board	National Nominees		446,129
Queensland Local Government Superannuation	JP Morgan Chase Nominees		461,331
Auscoal Superannuation Fund	JP Morgan Chase Nominees		601,233
Catholic Superannuation Fund	National Nominees		606,163
Health Super	JP Morgan Chase Nominees		1,157,986
Qantas Superannuation	National Nominees		1,162,615
Commonwealth Bank Officers' Superannuation Fund	Citicorp Nominees		1,174,367
Sunsuper Fund	National Nominees		1,299,638
Acorn Capital Microcap Trust	National Nominees		2,593,498
UniSuper	National Nominees		2,681,948

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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 holder became a substantial holder is as follows:

Holder of Relevant InterestAcorn Capital Limited	Date of Acquisition	Consideration (9)	Consideration (9)	Class and Number of Securities
		Cash	Non-Cash
	17-Jun-2008 to 17-Dec-2008	$5,811,859.64		12,184,908

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) Name of Association

7. Addresses

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

Name	Address
MilitarySuperannuation & Benefits Board	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000
Queensland Local Government Superannuation	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000
Auscoal Superannuation Fund	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000
Catholic Superannuation Fund	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000
Health Super	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000
Qantas Superannuation	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000
Commonwealth Bank Officers' Superannuation Fund	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000
Sunsuper Fund	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000
Acorn Capital MicrocapTrust	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000
UniSuper	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000

Print Name BARRY FAIRLEY Capacity Managing Director Sign Here Date 22-Dec-2008

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