PERSEUS MINING LIMITED — Major Shareholding Notification 2019

May 2, 2019

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	Dimensional Entities
ACN/ARSN (if applicable)	See Annexure A
The holder ceased to be substantialholder on		30/04/2019
The previous notice was given to thecompany on		16/03/2018
The previous notice was dated		14/03/2018

2. 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 whoserelevant interestchanged	Nature ofchange $(4)$	Considerationgiven in relationto change $(5)$	Class $(6)$ andnumber ofsecuritiesaffected	Person'svotesaffected
			See Annexure B

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
	IN

4. Addresses

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

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Signature

	Dimensional Fund Advisors LPBy: Dimensional Holdings Inc., its General Partner
	print name By: Valerie A. Brown	capacity	Assistant Secretary and VicePresident
sign here	calmy	date	May 2, 2019

5138 v1 KNOWLEDGEB PRECEDENTS 10 11 16

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its $(1)$ 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.
• $(2)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(3)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(4)$ Include details of:
  • $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 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.

• $(5)$ Details of the consideration must include any and all benefits, moneys 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 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.
• $(7)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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	(a) If additional space is required to complete a question, the information may beincluded on a separate piece of paper annexed to the form.
	(b) This notice must be given to a listed company, or the responsible entity for a listedmanaged investment scheme. A copy of this notice must also be given to eachrelevant securities exchange.
	(c) The person must give a copy of this notice:
	within 2 business days after they become aware of the information; or(i)
	(ii) by 9.30 am on the next trading day of the relevant securities exchange after theybecome aware of the information if:
	(A) a takeover bid is made for voting shares in the company or voting interestsin the scheme; and
	the person becomes aware of the information during the bid period.(B)
Annexures	To make any annexure conform to the regulations, you must
	1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on allsides
	2 show the corporation name and ACN or ARBN
	3 number the pages consecutively
	4 print or type in BLOCK letters in dark blue or black ink so that the document is clearlylegible when photocopied
	5 identify the annexure with a mark such as A, B, C, etc
	endorse the annexure with the words:6.This is annexure (mark) of (number) pages referred to in form (form number and title)
	7 sign and date the annexure
	The 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.

ANNEXURE A Perseus Mining Limited ACN 106 808 986

DETAILS OF SUBSTANTIAL HOLDERS $1.$

In this Form 605, references to the "Dimensional Entities" are references to the following persons and entities and their respective associates and related bodies corporate:

Name	DFA Australia Limited (a subsidiary of Dimensional Fund Advisors LP)ACN 065 937 671
Name	Dimensional Fund Advisors LP
Name	Dimensional Fund Advisors Ltd. (a subsidiary of Dimensional Fund Advisors LP)
Name	Dimensional Fund Advisors Canada ULC (a subsidiary of DFA Canada LLC)
Name	DFA Canada LLC (a subsidiary of Dimensional Fund Advisors LP)
Name	Dimensional Fund Advisors Pte. Ltd. (a subsidiary of Dimensional Advisors Ltd.)
Name	Dimensional Advisors Ltd. (a subsidiary of Dimensional Fund Advisors LP)
Name	Dimensional Holdings Inc. (general partner of Dimensional Fund Advisors LP)
Name	Dimensional Holdings LLC (limited partner of Dimensional Fund Advisors LP)
Name	David Booth
Name	Rex Sinquefield

This is Annexure "A" referred to in Form 605: Notice of ceasing to be a substantial holder

Date:	May 2, 2019
Print Name:	Dimensional Fund Advisors LPBy: Dimensional Holdings Inc., its General PartnerBy: Valerie A. Brown
Signature:

Capacity: Assistant Secretary and Vice President

Perseus Mining LimitedACN 106 808 986 ANNEXURE B

CHANGES IN RELEVANT INTERESTS $\mathbf{a}$

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

Date of Change	Person whose relevant interest changed	Nature of Change (4)		Consideration given inrelation to change (5)	Class (6) andnumber ofsecuritiesaffected	Person'saffectedvotes
	above) hold the following relevant interests in ordinary fully paid shares inThe companies and individuals comprisinPERSEUS MINING LTD:	g the Dimensional Entities (as defined
	(a) Registered Schemes
	control the exercise of the disposal of these securities as responsible entity ofDFA Australia Limited has the power to exercise, or control the exercise of,the following registered managed investment schemes:voting rights attached to these securities	and /or the power to dispose of, or
Sep 24 2018 -Feb 22 2019	Dimensional Australian Core Equity Trust	Purchase/Sale/Transfer		(277, 689.15)	(691, 710)	(691, 710)
Oct 09 2018 -Apr 26 2019	Dimensional Australian Small Company Trust	Purchase/Sale/Transfer		134,396.88	508,458	508,458
Oct 10 2018 -Mar 12 2019	Dimensional Australian Value Trust	Purchase/Transfer		450,440.62	1,162,090	1,162,090
Dec 04 2018	Dimensional Australian Sustainability Trust	Purchase	᠊ᠬ	18,007.64	51,432	51,432
	(b) Institutional Mandates

	voting rights attached to these securities and /or the power to dispose of, orDFA Australia Limited has the power to	exercise, or control the exercise of,
	control the exercise of the disposal of these securities under the following
	mandates with institutional investors:
Nov 01 2018	Separate Account advised by DFA Australia
Nov 19 2018	Limited	Purchase	Ş	55,741.25	151,279	151,279
May 22 2018	Separate Account advised by DFA Australia
Feb 22 2019	Limited	Purchase/Sale/Transfer	$	(152, 288.83)	(374, 811)	(374, 811)
Dec 17 2018	Separate Account advised by DFA Australia
Dec 18 2018	Limited	Purchase	∽	128,940.82	334,812	334,812
	Separate Account advised by DFA Australia
Apr 03 2018	Limited	Purchase	↭	129,461.77	267,941	267,941
Sep 06 2018	Separate Account advised by DFA Australia
Sep 13 2018	Limited	Sale/Transfer	∽	(2,314,609.21)	(6,804,879)	(6,804,879)
	Separate Account advised by DFA Australia
Sep 19 2018	Limited	Sale	∽	(35, 958.94)	(103, 695)	(103, 695)
	Separate Account advised by DFA Australia
Mar 16 2018	Limited	Transfer	∽	39,437.58	93,899	93,899
Sep 10 2018	Separate Account advised by DFA Australia
Jan 10 2019	Limited	Purchase/Sale/Transfer	$	(230, 825.59)	(643, 654)	(643, 654)
	(c) Other Dimensional Entities Funds and Mandates
	DFA Australia Limited has the power to dispose of, or to control the exercise of
	the power to dispose of, these securities under sub-advisory agreements and
	consulting services agreements with other members of the Dimensional Entities
	in relation to the following mutual funds and mandates:
Mar 16 2018	Separate Account Advised by Dimensional Fund
Nov 22 2018	Advisors LP	Purchase/Sale	S	(23,095.69)	(82, 129)	(82, 129)
Oct 24 2018	eries ofOld Westbury Small & Mid Cap Fund, a s
Dec 11 2018	Old Westbury Funds, Inc.	Purchase/Sale	Ş	36,456.75	96,310	96,310
Mar 19 2018	al FundSeparate Account advised by Dimension
Mar 21 2018	Advisors LP	Purchase	ふ	35,460.37	82,421	82,421
	International Social Core Equity Portfolio of DFA
Nov 12 2018	Investment Dimensions Group Inc.	Transfer	Ş	30,997.51	80,513	80,513

$\mathbf{I}$Mar 20 2018	PortfolioCSTG&E International Social Core Equity
Sep 26 2018	of DFA Investment Dimensions Group Inc.	Sale/Transfer	∽	(24, 224.42)	(62,506)	(62,506)
Jul 25 2018 - Dec	DFAInternational Vector Equity Portfolio of
12 2018	Investment Dimensions Group Inc.	Purchase/Sale/Transfer	∽	(36, 298.50)	(122, 088)	(122, 088)
Mar 16 2018	al FundSeparate Account advised by Dimension
Mar 23 2018	Advisors LP	Purchase	∽	130,005.74	299,053	299,053
	International Sustainability Core 1 Portfolio of
Aug 02 2018	DFA Investment Dimensions Group Inc.	Purchase	᠊ᠬ	28,245.57	72,401	72,401
	Global Targeted Value Fund of Dimensional Funds
Nov 14 2018	$\frac{c}{\rho}$	Purchase	∽	30,399.91	82,739	82,739
Mar 16 2018	al FundSeparate Account advised by Dimension
Nov 30 2018	Advisors LP	Purchase/Transfer	∽	(160,055.37)	(515, 154)	(515, 154)
	International Small Company Fund, a series of
Mar 01 2019	John Hancock Funds II	Purchase	$	42,747.82	95,538	95,538
	LVIP Dimensional International Core Equity Fund,
	a series of Lincoln Variable Insurance Products
Aug 03 2018	Trust	Purchase	∽	28,245.18	72,400	72,400
	Separate Account advised by Dimensional Fund
Mar 21 2018	Advisors LP	Sale	∽	(21,869.69)	(49, 720)	(49, 720)
Mar 16 2018	al FundSeparate Account advised by Dimension
Mar 21 2018	Advisors LP	Purchase	∽	53,979.44	126,459	126,459
May 23 2018	Separate Account advised by Dimensional Fund
Sep 21 2018	Advisors LP	Purchase/Transfer	᠊ᠬ	(81, 823.06)	(241, 020)	(241, 020)
Aug 29 2018	f The DFAThe Asia Pacific Small Company Series of
Feb 28 2019	Investment Trust Company	Purchase/Transfer	Ş	(362, 233.55)	(1, 179, 427)	(1.179, 427)
Mar 28 2018	DFA International Small Cap Value Portfolio of
Mar 12 2019	DFA Investment Dimensions Group Inc.	Purchase/Transfer	Ş	5,702,812.09	13,373,480	13,373,480
	(d) Dimensional Fund Advisors LP and	each of its subsidiaries are each deemed
	to have the same relevant interests in the securities as DFA Australia Limited
	because Dimensional Fund Advisors LP controls DFA Australia Limited;
	David Booth and Rex Sinquefield are deemed to have the same relevantම
	interests in the securities as Dimensional Fund Advisors LP as they each,
	individually or through trusts they control, have more than 20% voting power in
	Dimensional Holdings Inc., the general partner of Dimensional Fund Advisors LP;

paragraph (c) above as investment manager or advisor to the mutual funds andDimensional Fund Advisors LP and other members of the DimensionalEntities may also have relevant interests in the securities referred to inmandates referred to in that paragraph.$\boldsymbol{\epsilon}$	For the purpose of section 671B of the Corporations Act, as at April 30, 2019, the total votes attached to voting shares in which the Dimensional Entities have relevant interestsin is 57,987,700, being 4.97% of the total votes attached to all voting shares in Perseus Mining Limited.a substantial holderThis is Annexure "B" referred to in Form 605: Notice of ceasing to be	May 2, 2019	By: Dimengional Holdings Inc., its General PartnerDimensional Fund Advisors LPBy: Valyfie & Brown	Assistant Secretary and Vice President
		Date:	Print Name:Signature:	Capacity:

ANNEXURE C Perseus Mining LimitedACN 106 808 986

$\overline{4}$ . ADDRESSES

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

Name	Address
DFA Australia Limited	Level 43, 1 Macquarie Place, Sydney NSW 2000
Dimensional Fund Advisors LP	6300 Bee Cave Road, Building One, Austin, Texas, 78746,
	United States of America
Dimensional Fund Advisors Ltd.	20 Triton Street, London NW1 3BF, United Kingdom
DFA Canada LLC	6300 Bee Cave Road, Building One, Austin, Texas, 78746,
	United States of America
Dimensional Fund Advisors Canada ULC	745 Thurlow Street, Suite 2110, Vancouver, British
	Columbia V6E 0C5, Canada
Dimensional Advisors Ltd.	6300 Bee Cave Road, Building One, Austin, Texas, 78746,
	United States of America
Dimensional Fund Advisors Pte. Ltd.	8 Marina View, Asia Square Tower 1, Suite #33-01,
	Singapore 018960
Dimensional Holdings Inc.	6300 Bee Cave Road, Building One, Austin, Texas, 78746,
	United States of America
Dimensional Holdings LLC	6300 Bee Cave Road, Building One, Austin, Texas, 78746,
	United States of America
David Booth	6300 Bee Cave Road, Building One, Austin, Texas, 78746,
	United States of America
Rex Sinquefield	6300 Bee Cave Road, Building One, Austin, Texas, 78746,
	United States of America

This is Annexure "C" referred to in Form 605: Notice of ceasing to be a substantial holder

Dimensional Fund Advisors LPBy: Dimensional Holdings Inc., its General Partner Print Name: By: Valgrie A. Brown

Signature:

Capacity: Assistant Secretary and Vice President