PERSEUS MINING LIMITED — Major Shareholding Notification 2009

Apr 29, 2009

MALLESONS STEPHEN JAQUES

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

Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

30 April 2009

By Facsimile: 1300 135 638

By Facsimile: 08 9240 2406

Dear Sirs

Equinox Partners L.P. / Perseus Mining Limited - Notice of ceasing to be a substantial holder -ASIC Form 605

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

The attached ASIC Form 605 ("Notice of ceasing to be a substantial holder") discloses all required details.

Yours sincerely

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

T+61 2 9296 2000 F+61 2 9296 3999

605 page 1/2 15 July 2000

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a 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)	NIA
The holder ceased to be asubstantial holder on	24/04/2009
The previous notice was given to the company on	12/12/2008
The previous notice was dated	12/12/2008

1. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whose relevantinterest changed	Nature ofchange $(4)$	Considerationgiven in relationto changes (5)	Class (6) andnumber ofsecurities affected	Person's votesaffected
24/04/2009	Equinox Partners	Dilution of ownershippercentage due to non-receipt of ordinary sharesissued non-pro ratapursuant to the exerciseof previously quotedoptions that expired on31 March 2009	N/A	10,000,000ordinary shares	10,000,000; votingpower now reducedto 4.897%

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)______________________________________________________	_____________Nature of association---------------------------------------------------------------
N/A	_____________________________
_______________________________________	--------------------------------------
_______________________________________--------------------------------------	--------------------------------------_______________________________________

4. 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

printname	، ۱۵۱٬۱۰	Capacity Under powerattornev______________________________________
signhere	--------------------------------------$\sim$----------------	______________________________________--------------------------------------/200910datr.....---------------------------------------

603 page 1/2 15 July 2001

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 4 of the form.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(2)$
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(3)$
• $(4)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of $(a)$ 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
  • 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.

• 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, $(5)$ 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.
• $(6)$ The voting shares of a company constitute one class unless divided into separate classes.
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(7)$

605 page 2/2 15 July 2000

Annexure A

Perseus Mining Limited ACN 106 808 966

This Annexure A of 1 page referred to in Form 605 ("Notice of ceasing to be a substantial holder") signed by me, David Eliakim, as attorney for Equinox Partners L.P. and dated 30 April 2009 ليور

√ , . . . . . . . . . . . . . . . . . . .

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.

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 605.

Signature	This form must be signed by either a director or a secretary of the substantial holder.
Lodging Period	Nil
Lodging Fee	'Nil
Other forms to becompleted	Nil
Additional information
	If additional space is required to complete a question, the information may be included on a(a)separate piece of paper annexed to the form.
	This notice must be given to a listed company, or the responsible entity for a listed managed(b)investment scheme. A copy of this notice must also be given to each relevant securities exchange.
	The person must give a copy of this notice:(c)
	within 2 business days after they become aware of the information; or$\left($ i)by 9.30am on the next trading day of the relevant securities exchange after they become(ii)aware of the information if:
	a takeover bid is made for voting shares in the company or voting interests in the(A)scheme; andthe person becomes aware of the information during the bid period.(B)
Annexures	To make any annexure conform to the regulations, you must
	use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sidesT
	show the corporation name and ACN or ARBN2
	number the pages consecutively3
	print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when4photocopied
	identify the annexure with the mark such as A, B, C, etc.5
	endorse the annexure with the words:6This is annexure (mark) of (number) pages referred to in form (form number and title)
	7sign and date the annexureThe annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice

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