PERSEUS MINING LIMITED — Major Shareholding Notification 2012

Sep 6, 2012

Hi: Attached is a Form 604 report for Perseus Mining Limited to be lodged with the ASX today. Thanks for your help.

Rgds, Marlowe

Ms. Marlowe Hanlen, Compliance Officer, Code of Ethics GCIC Ltd. (Dynamic Funds) One Adelaide Street East, 29th Floor Toronto, Ontario M5C 2V9 Tel.: 416-365-2584/Internet Fax: 647-776-7721/Email: mhanlen@dynamic.ca ****************

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One Adelaide Street East 29th Floor Toronto, Ontario M5C 2V9

(416) 365-2584 Fax: (647) 776-7721

Tel:

To:	Company Announcements Office		From: Marlowe Hanlen
	Company: Australian Stock Exchange
Fax:	612-9778-0999 or 612-9347-0005		Pages: $1 + 3$
Phone:		Date: September 6, 2012
Re:	Form 604 - Perseus Mining Limited
$\Box$ Urgent	$\Box$ For Review	Please Comment	Please Reply	L. Please Recycle

© Comments:

Attached is a Form 604 for Perseus Mining Limited to be lodged with the ASX today on behalf of GCIC Ltd. (manager of the Dynamic Funds).

Thank you for your assistance.

Haulen Mano e Hamen (Ms.), Compliance Office

GetC Ltd. (manager of the Dynamic Funds) Tel.: 416-365-2584 (direct) Internet Fax: 647-776-7721 (compliance) Email: mhanlen@dynamic.ca

$:$ mn Attachment

604 page 1 of 2 February 15, 2007

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Perseus Mining Limited
ACN/ARSN	27 106 808 986
1. Details of substantial holder (1)
Name	Bank of Nova Scotia and each of its associates/affiliates listed in Annex A
ACN/ARSN (if applicable)	N/A
	There was a change in the interests of the substantial holder on	08 / 31 / 2012
The previous notice was given to the company on		10/18/2011
The previous notice was dated		10/18/2011

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Fully Paid	50.889.000	11 93% undiluted	49.800.230	10.87% undiluted

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate 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 $(6)$	Considerationgiven in relationto change (7)	Class and numberof securitiesaffected	Person's votesaffected
Aug. 31,2012	GCIC Ltd. (formerlyGoodman & Company,Investment CounselLtd.	In-marketdispositions	Average shareprice was AUD2.7591	1,088,770Ordinary fullypaid	1,088,770

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevant interest	Registeredholder of securities	Person entitledto be registeredas holder (8)	Nature ofrelevantinterest(6)	Class andnumber ofsecurities	Person'svotes
GCIC Ltd.("GCICL")	GCICL, in its capacity as trusteeand manager of various mutualfunds has the power to control thevoting and/or disposal of thesecurities and holds the securitiesfor investment purposes	Unknown		Ordinaryfully paid49,800,230	49,800,230

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) 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
GCIC Ltd	Body corporate controlled by Bank of Nova Scotia

6. Addresses

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

Name	Address
Bank of Nova Scotia	40 King Street West, Toronto, Ontario, Canada M5H 3Y2
GCIC Ltd.	29 th Floor, 1 Adelaide Street East, Toronto, Ontario 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 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 6 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.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection $(a)$ 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.

• 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 m $(7)$ 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.
• If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write $(3)$ "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

604 page 1 of 2 February 15, 2007

ANNEXURE A

Associates

This company is a fully-owned affiliate of Bank of Nova Scotia under section 9 of the Corporations Act by virtue of being a related corporate body of GCIC Ltd. (formerly Goodman & Company, Investment Counsel Ltd.)

GCIC Ltd. (formerly Goodman & Company, Investment Counsel Ltd.)

This is the annexure of 1 page marked A referred to in Form 604: Notice of Change of Interests of Substantial Holder signed by me.

Jef Caims

Vice President, Compliance & Administration, Investment Counsel Ltd. (a fully-owned affiliate of the Bank of Nova Scotia) of GCTC

Hewler 6, 2012 Date