PERSEUS MINING LIMITED — Major Shareholding Notification 2008

Dec 11, 2008

MALLESONS STEPHEN JAQUES

Mr S Shah Company Secretary Perseus Mining Limited 30 Ledgar Road Balcatta. Western Australia, 6021 Australia

By Facsimile: 08 9240 2406

Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

By Facsimile: 1300 135 638

12 December 2008

Dear Sirs

Equinox Partners L.P. / Perseus Mining Limited - Notice of initial substantial holder -ASIC Form 603

Pursuant to section 671B of the Corporations Act, 2001 (Cwlth), Equinox Partners L.P. and its associates disclose a substantial holding in Perseus Mining Limited.

The attached ASIC Form 603 ("Notice of initial substantial holder") discloses all required details.

Yours sincerely

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Clifford Sandler Solicitor Direct line +61 2 9296 2144 Email clifford.sandler@mallesons.com

David Eliakim Partner Direct line +61 2 9296 2061 Email david.eliakim@mallesons.com

Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia DX 113 Sydney ABN 22 041 424 954 syd@mallesons.com www.mallesons.com T+61 2 9296 2000 F +61 2 9296 3999

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Perseus Mining Limited
ACN/ARSN	106 808 986
1. Details of substantial holder (1)
Name	Equinox Partners L.P. and associates (collectively "Equinox Partners") (see Annexure A)
ACN/ARSN (if applicable)	NJA
The holder became a substantial holder on	09/12/2008

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:

.securitiesi4	curitiesNumber______________________________________	$\overline{\phantom{a}}$votes (5)_______________________________________---------------------------------------	oower (6)′otir...
.----------------------------sharesOroina---------------------------------------________________________	--------,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.000---------------------------------------	.nn00.OOC-----_______________________________________---------------------------------------	72%v.i------------------------

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
Equinox Partners	Relevant interest arises under sections 608(1)(a),(b)and (c) of the Corporations Act, 2001 (Cwth) asEquinox Partners is the holder of the securities, hasthe power to exercise votes in respect of thesecurities and has the power to dispose of thesecurities.	Ordinary shares - 10,000,000

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	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
Equinox Partners	Equinox Partners L.P.623 Fifth Avenue FI 27New York, NY 10022	Equinox Partners L.P.623 Fifth Avenue FI 27New York, NY 10022	Ordinary shares -10.000.000

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 interest	Date of acquisition	Consideration (9)
		Cash	Non-Cash
Equinox Partners	09/12/2008	3,102,299		Ordinary shares -10,000,000

6. Associates

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

.__________________________________(it…u ACN/ARS*′' anniicahis: andName"∖SN"CHUQUID..-------------	--------------------associationNature of______________--------------------------------------
$\sim$$\neg$ Annexure $\neg$
	.$1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.$._______________________________________

7. Addresses

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

Name	------------------------------Address
.Equinox Partners L.P.	623 Fifth Avenue FI 27New York, NY 10022---------------
____See Annexure A	. . .

Signature

print name	David Eliakim	Under power of attorney.._______--------------..
, heresigr	---------------------------------------.$\epsilon$÷.. . .	-------------the formal companion of the contract of the companion of the companion of the companion of the companion of the companion of the companion of the companion of the companion of the companion of the companion of the companio2008date. ..____________________________.,,,,,,,,,,,,,,,,,,

DIRECTIONS

• 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 $(1)$ 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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• 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 $(5)$ interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document $(a)$ 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
  • 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 $(b)$ 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.

• 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". $(8)$
• 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, $(9)$ 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.

603 page 1/2 15 July 2001

Annexure A

Perseus Mining Limited ACN 106 808 966

This Annexure A of 1 page referred to in Form 603 ("Notice of change of initial substantial holder") signed by me, David Eliakim, as attorney for Equinox Partners L.P. and dated 12 December 2008 $\Rightarrow$

$\equiv$

Equinox Partners L.P.

Name and Address

Equinox Partners L.P. 623 Fifth Avenue FI 27 New York, NY 10022

Associates of Substantial Holder

Name and Address

Mason Hill Advisors L.L.C. 477 Madison Ave., 8th Floor New York, NY 10022

Relationship

Investment manager of Equinox Partners L.P.

General partner of Equinox Partners L.P.

Equinox Asset Management L.L.C. 477 Madison Ave., 8th Floor New York, NY 10022

William Strong, Sean Fieler 623 Fifth Avenue New York, Ny 10022

Holders of 100% of the interests in Equinox Asset Management L.L.C. and Mason Hill Advisors L.L.C.