PERSEUS MINING LIMITED — Proxy Solicitation & Information Statement 2009

May 7, 2009

==> picture [275 x 84] intentionally omitted <==

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Perseus Mining Limited (“Perseus” or the “Company”) will be held on Wednesday, 10 June 2009 at 11.30 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 17,000,000 ordinary fully paid shares on 28 January 2009 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 January 2009 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 - 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 up to 36,600,000 ordinary fully paid shares (“Placement Share Issue”) 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.

1

Perseus Mining Limited ABN 27 106 808 986 30 Ledgar Road, Balcatta, Western Australia 6021 PO Box 717 Balcatta WA 6914 Telephone: (618) 9240 6344 Facsimile: (618) 9240 2406 Email address: info@perseus.com Website: www.perseusmining.com

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 up to 34,500,000 ordinary fully paid shares (“Additional Placement Share Issue”) 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 Additional 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.

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 8 June 2009 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. Members who do not plan to attend the meeting in person are encouraged to complete and return a proxy form.

BY ORDER OF THE BOARD

S M Shah Company Secretary Perth, Western Australia 7 May 2009

2

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 Wednesday, 10 June 2009 at 11.30 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 21 January 2009 the Company announced the offer of 17 million shares to raise new capital and, on 28 January 2009, the issue of 17 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 17 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. 17,000,000 shares were issued under the January 2009 share issue.

• ii. The issue price of the shares was $0.50 each.

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

• iv. The shares were issued to clients of BGF Equities Pty Ltd, comprising institutions and sophisticated investors.

• v. $8.5 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, and Ivory Coast.

A voting exclusion statement is included in the Notice.

3

3. RESOLUTIONS 2 AND 3 – Placement Issues of Shares

General

The Company has over the last few months released results of a prefeasibility study for its lead project, the Ayanfuri Project in Ghana, and a scoping study for the Tengrela Project in Ivory Coast. Those results, which have been highly positive, as well as the buoyancy in the gold sector have given the Company an impetus to undertake the Definitive Feasibility Study (DFS) at Ayanfuri at an accelerated pace. The DFS is expected to be completed in July 2009 and the Company then plans to commence negotiations for project finance for mine development.

A significant capital raising now as proposed under Resolutions 2 and 3, together with a non-renounceable entitlement offer for approximately $17 million (for a total of up to $75 million) will put the Company in a strong position to negotiate with project financiers and to ensure that debt finance terms are in the best interests of shareholders. The capital raising will also assist with mine development costs at Ayanfuri and will be particularly helpful in dealing with the “long lead” items of plant, equipment and infrastructure.

The offer terms for the placements referred to under Resolutions 2 and 3 are identical, with shares being offered at $0.82 each. Two separate resolutions are proposed as one deals with shares that are proposed to be offered to institutions and sophisticated investors in North America and Britain. The other resolution deals with shares that are proposed to be offered to institutions and sophisticated investors in Australia and elsewhere, but excluding North America and Britain. The offer price under the 1 for 10 nonrenounceable rights offer is also $0.82 per share.

The placement offers referred to in Resolutions 2 and 3 are on a best endeavours basis, to be managed by Cormark Securities Inc and BGF Equities Pty Ltd respectively. Subject to finalisation of documentation, it is proposed that the non-renounceable rights offer will be underwritten by BGF Equities Pty Ltd. Completion of the placement offers and the rights offer to raise an aggregate amount of up to $75 million is anticipated around mid-June 2009. As an indication, the new funds would be spent on Ayanfuri mine development and further exploration (around $50m) and Tengrela exploration (around $15m) over the next 12 months, with the balance on costs of the share issues, corporate overheads and administration costs.

3.1 Specific Information required by ASX Listing Rule 7.3 for the purposes of Resolution 2(“Placement Share Issue”)

For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to the Placement Share Issue contemplated by resolution 2:

• (i). The maximum number of shares to be issued is 36,600,000.

• (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 $0.82.

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

• (v). The allottees of the Placement Share Issue will be clients of Canadian investment dealers, Cormark Securities Inc, Haywood Securities Inc, CIBC World Markets Inc and Thomas Weisel Partners who have entered into syndication arrangements. Related parties of the Company will not participate in the placement.

4

• (vi). The proceeds of the share offers will be used to fund costs of Ayanfuri mine development including acquisition of plant and equipment, for continuing exploration on the Company's mineral properties, particularly at Tengrela and Ayanfuri, and for general working capital, including corporate overheads and administration costs.

A voting exclusion statement is included in the Notice.

3.2 Specific Information required by ASX Listing Rule 7.3 for the purposes of Resolution 3 (“Additional Placement Share Issue”)

For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to the Additional Placement Share Issue contemplated by resolution 3:

• (i). The maximum number of shares to be issued is 34,500,000.

• (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 $0.82.

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

• (v). The allottees of the Additional Placement Share Issue will be clients of BGF Equities Pty Ltd. Related parties of the Company will not participate in the placement.

• (vi). The proceeds of the share offers will be used to fund costs of Ayanfuri mine development including acquisition of plant and equipment, for continuing exploration on the Company's mineral properties, particularly at Tengrela and Ayanfuri, and for general working capital, including corporate overheads and administration costs.

A voting exclusion statement is included in the Notice.

5

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

==> picture [36 x 36] intentionally omitted <==

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

==> picture [113 x 36] intentionally omitted <==

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 10 June 2009 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 – Placement Issue of Shares

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 Sole Company Secretary

Director/Company Secretary

Dated: //2009

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 11.30 am on 8 June 2009. 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

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