PERSEUS MINING LIMITED — Major Shareholding Notification 2009

Jun 23, 2009

One Adelaide Street East 21⁶ Floor Toronto, Ontario M5C 2V9

Tel: (416) 365-2584 Fax: (416) 865-3463

Goodman & Company, Investment Counsel Ltd.

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Re:	Form 603 - Perseus Mining Limited
Phone:			Date: June 23, 2009
Fax:	011-612-9241-7620		Pages: $1 + 3$
	Company: Australian Stock Exchange
To.	Company Announcements Office		From: Christine Carstens

• Comments:

Attached is a Form 603 for Perseus Mining to be lodged with the ASX today on behalf of Goodman & Company, Investment Counsel Ltd.

Thank you for your assistance. Christine Carstens

Compliance Administrator Goodman & Company, Investment Counsel Ltd. Tel.: 416-365-2584 (direct) Fax: 416-865-3463 (legal) Email: coarstens@dynamic.ca

:cc Attachment

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603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To_Company Name/Schomo	PERSEUS MINING LIMITED
ACN/ARSN/ ABN	27 106 808 986
1. Details of substantial holder (1)
Name	Dundee Corporation and each of its associates listed in Annex A
ACN/ARSN (if applicable)	N/A
The holder became a substantial holder on	-2009 23 June /

1. 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 voios (5)	Voling power (6)
Ordinary Fully Paid	20,227,000	20,227,000	6.78%

3. Details of rolovant Interests

The neture 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
Goodman & Company, investment Counsel Ltd. ("G&C")	G&C, in its capacity as trustee and manager of various mutual funds has the power to control the voting and/or disposal of the securities and holds the securities for investment purposes	Ordinary Fully Paid: 20,227,000

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	socurilies	registered as holder (8)	of securities
Goodman & Company,	Goodman & Company,	Unknown	Ordinary Fully Paid;
Investment Counsel Ltd.	Investment Counsel Ltd.		20,227,000

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 ecquisition	Consideration (9)		Class and number of securities
		Cash	Non-Cash
Goodman & Company, Investment Counsel Ltd.	23 June 2009	Average per share price at A\$0.66	N/A	Ordinary Fully Paid: 20,227,000

603 page 2/2 15 July 2001

B. Accordator

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
' Goodman & Company, Investment Counsel Ltd.	i Body corporate controlled by Dundee
	Corporation

7. Addresses

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

Name	Address
	1 One Adelaide Street East, 29 th Floor, Toronto,
Dundee Corporation	Ontario, Canada, M5C 2V9
	1 One Adelaide Street East, 29 th Floor, Toronto.
' Goodman & Company, Investment Counsel Ltd.	1 Ontario, Canada, M5C 2V9

Signature

• If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or $(1)$ 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 exsentially 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 peragraph 7 of the form.
• See the definition of "associate" in soction 9 of the Corporations Act 2001, $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into seperate classes. $(4)$
• 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 $(5)$ or an associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• Include details of: $(7)$
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a slatement 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 $(b)$ 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.

• If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write $(E)$ "unknown".
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was $(9)$ acquired has, or may, become ontitled to receive in relation to that acquisition. Details must be included even if the banelit is conditional on the happening or not of a contingency. Details must be included of any henefit 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 scquired.

603 page 2/2 15 July 2001

ANNEXURE A

Associates

Under section 9 of the Corporations Act by virtue of being related bodies corporate these Companies are associates of Dundee Corporation.

Goodman & Company, Investment Counsel Ltd.

This is the annexure of 1 page marked A referred to in Form 603: Notice of Initial Substantial Holder signed by me.

Sivan E6x, Vice President, Legal Dundee Corporation

(ne 23, 200 Date