PERSEUS MINING LIMITED — Proxy Solicitation & Information Statement 2008

May 15, 2008

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Perseus Mining Limited (“Perseus” or the “Company”) will be held on Monday, 16 June 2008 at 11.00 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

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

1. Resolution 1 - Ratification of Prior Share Issue

"That, in accordance with ASX Listing Rule 7.4, this meeting ratifies the issue of 10,000,000 ordinary fully paid shares on 23 July 2007 on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who participated in the July 2007 share issue, or any associate of such a person. However, the Company will not disregard a vote if:

• a) it is cast by the person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• b) it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form to vote as the proxy decides.

2. Resolution 2 - Ratification of Prior Share Issue

"That, in accordance with ASX Listing Rule 7.4, this meeting ratifies the issue of 10,000,000 ordinary fully paid shares on 7 March 2008 on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who participated in the March 2008 share issue, or any associate of such a person. However, the Company will not disregard a vote if:

• a) it is cast by the person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• b) it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form to vote as the proxy decides.

3. Resolution 3 - Placement Issue of Shares

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, this meeting approves the offer and issue of a sufficient number of ordinary fully paid shares (“Placement Share Issue”) required to complete a capital raising of up to $30,000,000 on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who may participate in the Placement Share Issue or any person who might obtain a benefit from the issue of securities (except a benefit solely in the capacity of a holder of ordinary securities), or any associate of those persons. However, the Company will not disregard a vote if:

• a) it is cast by the person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• b) it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form to vote as the proxy decides.

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PROXIES

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

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company;

• a member who is entitled to cast two or more votes may appoint two proxies and may specify the 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: (61 8) 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 7.11.37 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 5.00pm on 14 June 2008 will be taken, for the purposes of the general meeting, to be held by the persons who held them at that time.

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

BY ORDER OF THE BOARD

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S M Shah Company Secretary Perth, Western Australia 13 May 2008

Members who do not plan to attend the meeting in person are encouraged to complete and return a proxy form.

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PERSEUS MINING LIMITED

ACN 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 the Company’s General Meeting to be held on 16 June 2008 at 11.00 am 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.

2. RESOLUTION 1 – Ratification of Prior Share Issue

2.1 General

On 12 July 2007 the Company announced the offer of 10 million shares to raise new capital and, on 23 July 2007, the issue of 10 million shares was completed.

Resolution 1 seeks ratification by shareholders pursuant to ASX Listing Rule 7.4 of this share issue.

Under ASX Listing Rule 7.1, a company may only issue a limited number of equity securities in any 12 month period. By issuing 10 million shares the Company used part of its 15% placement capacity.

The Company wishes to restore its 15% placement capacity and accordingly under ASX Listing Rule 7.4, seeks subsequent shareholder approval for that prior share issue.

2.2 Specific Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5 information is provided as follows:

• i. 10,000,000 shares were issued under the July 2007 share issue.

• ii. The issue price of the shares was $1.15 each.

• iii. The shares issued are fully paid ordinary shares in the Company.

• iv. The shares were issued to clients of Montagu Stockbrokers Pty Ltd.

• v. $11.5 million was raised from the share issue (prior to costs of the issue) for the purposes of funding exploration and feasibility activities on the Company’s gold projects in Ghana, Ivory Coast and the Kyrgyz Republic.

A voting exclusion statement is included in the Notice.

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3. RESOLUTION 2 – Ratification of Prior Share Issue

3.1 General

On 3 March 2008 the Company announced the offer of 10 million shares to raise new capital and, on 7 March 2008, the issue of 10 million shares was completed.

Resolution 2 seeks ratification by shareholders pursuant to ASX Listing Rule 7.4 of this share issue.

Under ASX Listing Rule 7.1, a company may only issue a limited number of equity securities in any 12 month period. By issuing 10 million shares the Company used part of its 15% placement capacity.

The Company wishes to restore its 15% placement capacity and accordingly under ASX Listing Rule 7.4, seeks subsequent shareholder approval for that prior share issue.

3.2 Specific Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5 information is provided as follows:

• i. 10,000,000 shares were issued under the March 2008 share issue.

• ii. The issue price of the shares was $1.06 each.

• iii. The shares issued are fully paid ordinary shares in the Company.

• iv. 5,000,000 shares were issued to Macquarie Bank Limited and the remaining 5,000,000 shares were issued to clients of a European fund manager, Schroder Equities.

• v. $10.6 million was raised from the share issue (prior to costs of the issue) for the purposes of funding exploration drilling campaigns on the Company’s projects in Ghana and Ivory Coast and to continue its feasibility work on the Ayanfuri and Grumesa gold projects in Ghana.

A voting exclusion statement is included in the Notice.

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4. RESOLUTION 3 – Placement Issue of Shares

General

Given the rapid pace of activity on the mineral projects, both of an exploration and pre-feasibility / feasibility nature, the Company clearly needs to keep its funding options under constant review. Based on experience, the directors are confident that additional funds can be raised on the Australian market. However, in the longer term interest of shareholders, and in an endeavour to raise the Company’s market capitalisation, the directors have formed the view that funds should now be raised from more diverse sources and that the Company’s shares should be listed for trading on the Toronto Stock Exchange ("TSX"), the world’s premier stock exchange for miners and explorers. A cross-section of Perseus shareholders were canvassed by the directors and they have endorsed the Board’s plans in this regard.

Accordingly, on 20 December 2007 the Company announced its intention to raise new equity capital by an offer of shares in Canada, in conjunction with an application to list Perseus’s shares for quotation on the TSX.

Since Perseus’s ASX listing in 2004, the Company’s management team has regularly visited Canada and made presentations to Canadian resource and investment analysts, stockbrokers and institutional investors. Over the last 12 months, particularly as the Company has enjoyed greater exploration success at its West African projects, Canadian investors have taken a keen interest in the Company. That interest has translated into a leading Canadian stockbroker, Cormark Securities Inc, offering to raise development funds for the Company. The directors recognise the appetite of Canadian investors for Perseus shares and, on that basis, have concluded that a capital raising can be completed in the Canadian market on equal or better terms than the Australian market. The longer term benefits of exposure to that market are also evident.

The proposed capital raising in Canada and the simultaneous TSX listing are intended to provide Perseus with the necessary funds to ensure the continued rapid development of the Ghanaian and Ivory Coast gold projects, including completion of pre-feasibility and bankable feasibility studies at Ayanfuri and Grumesa. More importantly, a TSX listing will give Perseus significant access to North American capital markets.

Anecdotal evidence suggests that the Australian market consistently undervalues overseas assets by attributing a risk discount which far exceeds the Canadian market’s perception of risk and outweighs the technical merits of projects.

Recent experience of other Australian resource companies suggests that a TSX listing leads to a re-rating of market values of such companies, as well contributing towards greater liquidity and market depth. Over 65% of the world's mineral resource companies are listed on the TSX and this provides them with access to a large pool of investment funds - particularly from the USA, which contributes over 40% of the capital available on the TSX.

A TSX listing will allow Perseus to be compared with most of its peers who are operating in West Africa, many of whom have a considerably higher market capitalisation per resource ounce than Perseus – refer to Attachment 1.

The last two fund raisings undertaken by Perseus have been share placements to Australian and European institutional investors at or near market prices. The Company intends to maintain this practice of limited or no discount for its future share placements.

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Specific Information required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to the issue of shares contemplated by resolution 3:

• (i). The maximum number of shares to be issued is that number which, when multiplied by the issue price per share, equals $30,000,000.

• (ii). The shares will be issued no later than 3 months after the date of this General Meeting, and it is intended that the allotment will occur on the same day.

• (iii). The shares will each be issued at no less than 90% of the average market price of Perseus shares. The average is calculated over the five trading days immediately prior to the issue of shares, or, if there is a prospectus, over the last five trading days before the date of the prospectus. The translation of the average market price so calculated in Australian currency to Canadian currency will be by using the average exchange rate over that five day period as published on the website, www.exchange-rates.org.

• (iv). The shares will rank equally with the existing ordinary shares.

• (v). The allottees of the Placement Share Issue will be primarily clients of Cormark Securities Inc but will also include clients of other Canadian stockbrokers who enter into syndication arrangements with Cormark Securities Inc. Related parties of the Company will not participate in the placement.

• (vi). The funds will be used for pre-feasibility studies which have commenced at the Grumesa and Ayanfuri Projects in Ghana, full feasibility studies at Ayanfuri, and acceleration of the drilling activity at the Tengrela Project in Ivory Coast, as well as for general working capital.

A voting exclusion statement is included in the Notice.

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ATTACHMENT 1

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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

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The Chairman of the Meeting OR (mark with an “X”)

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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.

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 the General Meeting of Perseus Mining Ltd to be held on 16 June 2008 and at any adjournment of that meeting.

If you do not wish to direct your proxy how to vote, please place a mark in the box �� �

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman of the Meeting intends to vote any such undirected proxies in favour of all the resolutions.

If you do not mark the above box and you have not directed your proxy how to vote in the boxes below, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called.

Voting directions to your proxy – please mark ⌧ to indicate your directions

For Against Abstain*

Resolution 1 – Ratification of Prior Share Issue

Resolution 2 – Ratification of Prior Share Issue

Resolution 3 – Placement Issue of Shares

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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 Director Director/Company Secretary Sole Company Secretary

Dated: //2008

How to complete the Proxy Form

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.

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:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or 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 11.00 am on 14 June 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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Documents may be lodged:

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

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

BY FAX

(61 8) 9240 2406