PERSEUS MINING LIMITED — Proxy Solicitation & Information Statement 2005

Sep 11, 2005

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the members of Perseus Mining Limited ("the Company" or "Perseus") will be held on Wednesday, 12 October 2005 at 11 am at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

To consider and, if thought fit, pass the following resolutions as ordinary resolutions.

Resolution 1 - Ratification of Prior Issue of Securities $1.$

"That, for the purpose of ASX Listing Rule 7.4 and all other purposes, this meeting approves and ratifies the allotment and issue of 3,500,000 fully paid ordinary shares in the capital of the Company at an issue price of 20 cents each, together with 1,750,000 free attaching options on the further terms and conditions set out in the Explanatory Memorandum."

$2.$ Resolution 2 – Placement Issue of Securities

"That, for the purpose of ASX Listing Rule 7.1 and all other purposes, the Company approves and authorises the directors to issue up to 9,000,000 ordinary fully paid shares (and up to 4,500,000 free attaching options) at a price of 20 cents per share and on the further terms and conditions set out in the Explanatory Memorandum."

BY ORDER OF THE BOARD

Sheras

S M Shah Company Secretary

Perth, Western Australia 9 September 2005

Voting Restrictions

As ordinary resolutions. Resolutions 1 and 2 must be passed by more than 50 per cent of the votes cast by members entitled to vote on the resolution.

In accordance with the ASX Listing Rules, the Company will disregard any vote cast by:

• (a) Macquarie Bank Limited or its associates, in respect of Resolution 1; and
• (b) any person who participates and who might obtain a benefit from the proposed issue of securities or any associate of that person, in respect of Resolution 2.

However, a vote will not be disregarded if:

(i) cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy form; or

(ii) cast by the chairman of the meeting as proxy for a member who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

For each resolution, the Chairman intends to vote undirected proxies in favour of the resolution.

PROXIES

In accordance with section 249L of the Corporations Act 2001, members are advised that:

• each member has a right to appoint a proxy; $\bullet$
• the proxy need not be a member of the Company; $\bullet$
• a member who is entitled to cast two or more votes may appoint two proxies and may specify the $\bullet$ proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with section $249X(3)$ of the Corporations Act 2001, each proxy may exercise half of the votes.

In accordance with section 250BA of the Corporations Act 2001, the Company specifies the following information for the purposes of receipt of proxy appointments:

Registered Office:	30 LEDGAR ROAD BALCATTA, WESTERN AUSTRALIA 6021
Facsimile Number:	$(618)$ 9240 2406
Postal Address:	P O Box 717 BALCATTA, WESTERN AUSTRALIA 6914

Each member entitled to vote at the general meeting has the right to appoint a proxy to attend and vote at the meeting on his behalf. The member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion. The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the meeting (proxy forms can be lodged by facsimile).

In accordance with regulation 7.11.38 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 11 am on 10 October 2005 will be taken, for the purposes of the general meeting, to be held by the persons who held them at that time.

PERSEUS MINING LIMITED ABN 27 106 808 986 EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders of Perseus Mining Limited ("Perseus" or the "Company") in connection with the business to be conducted at a General Meeting to be held on 12 October 2005, at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

Two resolutions are being put to shareholders for consideration and approval. The Directors recommend that shareholders vote in favour of both resolutions.

$2.$ Resolution 1 - Ratification of prior issue of securities

On 8 September 2005, the Company completed the allotment of shares and attaching options to Macquarie Bank Limited. Ratification for this issue of securities is being sought in accordance with the requirements of ASX listing rule 7.4. The following information is provided in accordance with listing rule 7.5:

• a. 3.500,000 fully paid ordinary shares together with 1,750,000 free attaching options were allotted on 8 September 2005.
• b. The issue price of the shares was 20 cents each and options were issued free.
• c. The Shares and options rank equally with the Company's existing fully paid ordinary shares and listed options. Full terms and conditions of the options are stated in Annexure 1.
• d. The allottee of the securities was Macquarie Bank Limited.
• e. The funds raised were / are being used for payment:
• of exploration programs on all of the Company's projects, but particularly:
  • the Tengrela Project, where a substantial drill program is planned to commence $(i)$ shortly;
  • $(ii)$ the Tolubay Project, where the Company has commenced diamond drilling the Obdilla discovery; and
  • the Grumesa Project, where the Company is continuing feasibility work for the toll $(iii)$ treatment of higher grade ore at the nearby Sansu plant belonging to Anglogold Ashanti Limited; and
• $\blacksquare$ of ongoing administrative and overhead costs.

The agreement to place these securities was within the 15% annual limit permitted under Listing Rule 7.1 without shareholder approval. The effect of shareholders passing Resolution 1 will therefore be to restore the Company's ability to issue securities within that limit.

Resolution 2 – Placement Issue of Securities $3.$

The Directors have resolved to seek shareholder approval for the issue of up to 9,000,000 fully paid ordinary shares and up to 4,500,000 free attaching options. The information required under ASX listing rule 7.3 is as follows:

• a. The maximum number of securities that are proposed to be issued is 9,000,000 shares and 4,500,000 attaching options (on the detailed terms and conditions set out in Annexure 1). The shares and options will rank equally with the Company's existing fully paid ordinary shares and listed options.
• b. The securities referred to in (a) above will be allotted and issued progressively, but no later than $3$ months after the date of this general meeting.
• c. The shares will be issued at a price of 20 cents each; the options will be issued free.
• d. The proposed allottees of the securities will be clients of Montagu Corporate Pty Ltd ("Montagu"). Related parties of the Company will not be permitted to participate in this placement. On 6 September 2005, the Company announced that an agreement had been entered into with Montagu for it to procure subscriptions for 9 million shares and 4.5 million free attaching options at an issue price of 20 cents per share, subject to shareholder approval.
• e. Funds raised, net of any expenses of the issue, will be used for the same purposes outlined in paragraph (e) in Section 2 above.

The granting of approval for this proposed issue of securities by shareholders excludes any subsequent issue of securities under this facility from the calculation of the 15% limit on the further issue of securities by the Company without shareholder approval for the next 12 months.

Capital Structure

	Shares	Options
Securities presently on issue (at the date of this Notice)	59,518,450	22,782,500
Add: Securities, the subject of Resolution 1	3,500,000	1,750,000
Securities, the subject of Resolution 2	9,000,000	4,500,000
Total securities on issue (assuming the full facility approved under Resolution 2 is utilised)	72,018,450	29,032,500

ANNEXURE 1

Options - Terms and Conditions

• 1. Each Option entitles the holder to subscribe for and be allotted one ordinary Share. The exercise price is 20 cents per Option.
• 1. Options expire at 5.00p.m. on 31 March 2009 (the "Expiry Date"). Options are exercisable by notice in writing to the Company accompanied by payment of the exercise price.
• 1. Options are transferable and application will be made to the ASX for Official Ouotation of the Options.
• 1. Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the exercise price.
• 1. Shares issued upon exercise of Options will rank pari passu in all respects with existing Shares. The Company will apply for Official Ouotation by ASX of all Shares issued upon the exercise of Options within 3 business days after the date of allotment of those Shares.
• 1. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each optionholder at least $\overline{9}$ business days before the record date for any proposed issue of capital. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• 1. There are no rights to a change in the exercise price, or in the number of Shares over which Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.
• 1. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option holder will be changed to the extent necessary to comply with the applicable Listing Rules at the time of the reorganisation.
• 1. The Company will, at least 20 business days before the Expiry Date, send notices to the optionholders stating the name of the optionholder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.

Perseus Mining Limited (ACN 106 808 986)
PROXY FORM

Shareholder
Name and address of shareholder of Perseus Mining Ltd.	Name
	Address
Appointment of Proxy I/We being a member/s of Perseus Mining Ltd and entitled to attend and vote hereby appoint
The Chairman OR of the Meeting (mark with an "X")		If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.
12 October 2005 and at any adjournment of that meeting.		Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at a General Meeting of Perseus Mining Ltd to be held on
If you do not wish to direct your proxy how to vote, please place a mark in the box $\rightarrow \rightarrow \rightarrow$		$\Box$
the resolutions and votes cast by him other than as proxy holder will be disregarded because of that interest		By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of
Voting directions to your proxy – please mark $[2]$ to indicate your directions		Abstain* For Against
Resolution 1 – Ratification of prior issue of securities
Resolution 2 – Placement issue of securities
		The Chairman of the Meeting intends to vote undirected proxies in favour of each of the resolutions.
of hands or on a poll and your votes will not be counted in computing the required majority on a poll.		* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show
PLEASE SIGN HERE - This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
Dated: $\frac{1}{2}$ /2005

1 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

$\overline{2}$ Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or $(a)$ number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(b)$ return both forms together.

4 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 11 am on 10 October 2005. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON: Registered Office - 30 Ledgar Road, Balcatta, Western Australia 6021

Registered Office - 30 Ledgar Road, Balcatta, Western Australia 6021 / P O Box 717, Balcatta. Western BY MAIL: Australia 6914

BY FAX (61 8) 9240 2406