PERSEUS MINING LIMITED — Proxy Solicitation & Information Statement 2010

Apr 26, 2010

ABN 27 106 808 986

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NOTICE OF MEETING

AND

EXPLANATORY MEMORANDUM

AND

MANAGEMENT INFORMATION CIRCULAR in respect of a

GENERAL MEETING OF SHAREHOLDERS

to be held on Friday, 28 May 2010

As at and dated 22 April, 2010

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting (the " Meeting ") of holders of ordinary shares (the " Shareholders ") of Perseus Mining Limited (“ Perseus ” or the “ Company ”) will be held on Friday, 28 May 2010 at 3.00pm (Perth time) at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia for the purpose of transacting the following business:

1. Resolution 1 - Ratification of Prior Share Issue

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution in accordance with ASX Listing Rule 7.4:

"That, in accordance with ASX Listing Rule 7.4 and all other purposes, the issue of up to 50,600,000 ordinary fully paid shares (the “ Prospectus Share Issue ”), to be issued prior to the date of the Meeting on the terms and conditions in the Explanatory Memorandum and Management Information Circular, be and is hereby ratified."

2. Resolution 2 – Approval of Share Issue

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution in accordance with ASX Listing Rule 7.1:

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, the offer and issue of up to 15,000,000 ordinary fully paid shares (the “ Placement Share Issue ”), on the terms and conditions in the Explanatory Memorandum and Management Information Circular, be and is hereby approved."

Voting Exclusion

The Company will disregard any votes cast on Resolution 1 by any person who participated in the Prospectus Share Issue, or any associate of such a person. The Company will disregard any votes cast on Resolution 2 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) if the resolution is passed, or any associate of those persons. In either case, 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 enclosed proxy form; or

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

Proxies

In accordance with section 249L of the Corporations Act 2001 (Cth) (Australia) (the “ Corporations Act ”), shareholders are advised that:

• each shareholder has a right to appoint a proxy;

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

• each shareholder may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion; and

• a shareholder 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, each proxy may exercise half of the votes.

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

Accordingly, if you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy and return it in accordance with its instructions in accordance with the following:

1. in respect of Shareholders registered on the Company’s Australian share register:

(i) in person to the Company’s registered office at 30 Ledgar Road, Balcatta, Western Australia, 6021;

(ii) by facsimile to +61 8 9240 2406; or

(iii) by mail to P.O. Box 717, Balcatta, Western Australia, 6914.

2. in respect of Shareholders registered on the Company’s Canadian register:

by mail to Equity Transfer & Trust Company, attention Proxy Department, at 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1 or by facsimile at +1 416 595-9593.

The instrument appointing the proxy must be received by the Company as specified above at least 48 hours before the scheduled time of the Meeting.

However if you are a beneficial Shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

The directors of the Company have fixed 23 April 2010 as the record date for Shareholders on the Canadian register entitled to receive notice of the Meeting. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 5.00pm (Perth time) on 26 May 2010 will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.

BY ORDER OF THE BOARD

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S M Shah Company Secretary Perth, Western Australia 22 April 2010

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PERSEUS MINING LIMITED

ACN 106 808 986

EXPLANATORY MEMORANDUM AND MANAGEMENT INFORMATION CIRCULAR

This Explanatory Memorandum and Management Information Circular is furnished in connection with the solicitation of proxies by Perseus Mining Limited (" Perseus " or the " Company ") for use at the general meeting of the holders of the ordinary shares (the " Shares ") of the Company (the " Shareholders ") to be held on Friday, 28 May 2010 at 3.00pm (Perth time) at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia, and any adjournment thereof (the " Meeting" ), at the place and for the purposes set forth in the accompanying Notice of Meeting.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the matters set forth in the notice of meeting attached hereto (the “ Notice ”) for approval at the Meeting. The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision regarding the matters set forth in the Notice.

1. RESOLUTION 1 – Ratification of Prior Share Issue

General

On 9 April 2010 (Toronto time) the Company issued a news release in Canada announcing that that it had entered into an agreement with Cormark Securities Inc. on behalf of a syndicate of underwriters consisting of Cormark Securities Inc., Clarus Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., and Dundee Securities Corporation (collectively, the “ Underwriters ”) pursuant to which the Underwriters agreed to buy and sell to the public 44,000,000 Shares at a price of CAD$1.80 per ordinary share, for gross proceeds to the Company of CAD$79,200,000 (the “ Offering ”). The Underwriters also have the option, exercisable in whole or in part at any time up to 30 days after the closing of the Offering, to purchase up to an additional 6,600,000 Shares. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the Offering will be CAD$91,080,000. Closing of the Offering is expected to occur on or about 29 April, 2010 and is subject to regulatory approval, including that of the Toronto Stock Exchange.

Perseus filed a preliminary short form prospectus in Canada on April 15, 2010 and a final short form prospectus will be filed shortly, qualifying the Shares to be issued under the Offering for sale and listing on the Toronto Stock Exchange.

ASX Listing Rule 7.1 provides that, subject to certain exceptions, a company must not issue during any 12 month period any equity securities if the number of those securities exceeds 15% of the total number of ordinary securities on issue at the commencement of that 12 month period. One such exception is an issue of securities which has been approved by shareholders at a general meeting. Listing Rule 7.4 provides that an issue made within the 15% limit will be treated as having been made with prior shareholder approval for the purpose of Listing Rule 7.1 if it is subsequently approved by shareholders at a general meeting.

Upon completion of the Offering, the Company will have exhausted the majority of its 15% capacity. As a result, pursuant to Listing Rule 7.4, the Company seeks shareholder ratification to the issue of Shares under the Offering, in order to restore (to the extent of the Shares to be issued under the Offering) the Company’s 15% capacity under Listing Rule 7.1. Although, as of the date hereof, Shares have not been issued under the Offering, the Offering is expected to be completed before the date of the Meeting.

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Specific Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders pursuant to, and in accordance with, Listing Rule 7.5.

• i. The maximum number of Shares to be issued under the Offering is 50,600,000.

• ii. The issue price of the Shares is CAD$1.80 each (equivalent to A$1.94 at the exchange rate prevailing as at the date of the engagement letter with the Underwriters).

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

• iv. The shares will be issued to a syndicate of underwriters consisting of Cormark Securities Inc., Clarus Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., and Dundee Securities Corporation as to 40%, 20%, 15%, 15%, and 10% of the Offering, respectively or to purchasers procured by them. Related parties of the Company will not participate in the Offering.

• v. Up to CAD$91.08 million will be raised from the Offering (assuming the over-allotment option is exercised in its entirety and without deduction for the costs of the Offering) for the purposes of funding on-going exploration and development of the Company’s West African gold properties and general corporate purposes as more particularly described in the Company’s preliminary short form prospectus dated April 15, 2010.

A voting exclusion statement is included in the Notice.

RESOLUTION 2 – Placement Issues of Shares

At the same time as the Company announced the Offering, it advised that it intended to complete a private placement of up to 15 million Shares, primarily to Australian investors, on a best efforts basis (the “ Placement Share Issue ”) at a price of AUD$1.94 each (being the Australian dollar equivalent of CAD$1.80). The Placement Share Issue will be managed by Australian securities advisory firm, BGF Equities Pty Ltd.

The Company has also announced that it intends to undertake a share purchase plan (the “ SPP ”) under which a maximum of 7 million Shares will be offered to shareholders of the Company with registered addresses in Australia and New Zealand as at close of business on Thursday, 8 April 2010.

As stated above, ASX Listing Rule 7.1 provides that, subject to certain exceptions, a company must not issue during any 12 month period any equity securities if the number of those securities exceeds 15% of the total number of ordinary securities on issue at the commencement of that 12 month period. One such exception is an issue of securities which is approved by shareholders at a general meeting.

As a result, the Company seeks shareholder approval to the issue of Shares under the Placement Share Issue pursuant to Listing Rule 7.3.

Specific Information required by ASX Listing Rule 7.3

The following information is provided to Shareholders pursuant to, and in accordance with, Listing Rule 7.3.

• i. The maximum number of Shares to be issued is 15,000,000.

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

• iii. The Shares will each be issued at AUD$1.94.

• iv. The Shares to be issued under the Placement Share Issue will rank equally with the existing Shares.

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

• vi. The funds raised from the Placement Share Issue will be used for the same purpose as in paragraph (v) relating to the Offering.

A voting exclusion statement is included in the Notice.

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MANAGEMENT INFORMATION CIRCULAR

The Company is a “reporting issuer” in Canada. Accordingly, pursuant to the requirements of National Instrument 51-102 - Continuous Disclosure Obligations (“ NI 51-102 ”) of the Canadian Securities Administrators, the following disclosure is required to be included with the Company’s Explanatory Memorandum.

Purpose of Solicitation

This Information Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting of the Company. The Meeting will be held on Friday, 28 May 2010 at 3.00pm (Perth time) at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia, for the purposes set forth in the Notice accompanying this Explanatory Statement and Management Information Circular.

Solicitation of proxies will be primarily by mail but may also be by telephone, facsimile or in person by directors, officers and employees of the Company who will not be additionally compensated therefor. The costs of soliciting proxies will be borne by the Company.

Appointment of Proxies by Registered Shareholders

Enclosed herewith is a form of proxy for use at the Meeting. A Shareholder has the right to appoint up to two persons (who need not be Shareholders) to attend and act for the Shareholder and on the Shareholder’s behalf at the Meeting other than the person designated in the form of proxy and may exercise such right by inserting the full name of the desired person(s) in the blank space provide in the form of proxy.

The proxy to be acted upon must be delivered:

• (a) in respect of Shareholders registered on the Company’s Australian share register:

(i) in person to the Company’s registered office at 30 Ledgar Road, Balcatta, Western Australia, 6021;

• (ii) by facsimile to +61 8 9240 2406; or

• (iii) by mail to P.O. Box 717, Balcatta, Western Australia, 6914

• (b) in respect of Shareholders registered on the Company’s Canadian register:

not later than 48 hours prior to the Meeting by mail to Equity Transfer & Trust Company, attention Proxy Department, at 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1 or by facsimile at +1 416 595-9593.

Revocation of Proxies

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

Voting of Proxies

Shareholders must either mark the boxes directing its proxy how to vote or mark the box indicating that it does not wish to direct its proxy how to vote, otherwise the appointment of proxy form will be disregarded. The Shares represented by the proxy will be voted in accordance with the instructions of the Shareholder. If the Shareholder marks the box indicating that it does not wish to direct its proxy how to vote, the proxy may vote at his or her discretion. If the Shareholder marks the abstain box, it is directing its proxy not to vote on that item on a show of hands or on a poll and that its Shares are not to be counted in computing the required majority on that item.

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Advice for Beneficial Holders

Shares may not be registered in the Shareholder’s name but in the name of an intermediary (which is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates). A non-registered Shareholder cannot be recognized at the Meeting for the purpose of voting his Shares unless such holder is appointed by the applicable intermediary as a proxyholder.

The Company has distributed copies of the Meeting materials to intermediaries for distribution to nonregistered Shareholders. Intermediaries are required to deliver these materials to all non-registered Shareholders of the Company who have not waived their rights to receive these materials, and to seek instructions as to how to vote the shares. Often, intermediaries will use a service company (such as Broadridge Financial Solutions Inc.) to forward these meeting materials to non-registered Shareholders.

Non-registered Shareholders who receive meeting materials will be given a voting instruction form (a “ VIF ”) which must be completed and signed by the non-registered Shareholder in accordance with the instructions noted on it. In this case, the mechanisms described above for registered Shareholders cannot be used and the instructions on the VIF must be followed (which in some cases may allow completion of the VIF by telephone or the Internet). The VIF is provided instead of a proxy. By returning the VIF in accordance with its instructions, a non-registered owner is able to instruct the registered Shareholder how to vote on behalf of the non-registered owner.

The purpose of these procedures is to allow non-registered Shareholders to direct the voting of the shares that they own but that are not registered in their name. Should a non-registered Shareholder wish to attend and vote at the Meeting in person (or have another person attend and vote on his behalf), the non-registered Shareholder should carefully follow the instructions provided on the VIF.

Proxies returned by intermediaries as “non-votes” because the intermediary has not received instructions from the non-registered Shareholder with respect to the voting of certain shares or, under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those Shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having those Shares voted in respect of any such matter. Shares represented by such broker “non-votes” will, however, be counted in determining whether there is a quorum.

Voting Shares and Record Date

The authorized capital of the Company consists of an unlimited number of ordinary shares of which as of April 22, 2010, a total of 344,632,088 were issued and outstanding as fully paid. Each ordinary share is entitled to one vote at the Meeting.

The directors of the Company have fixed April 23, 2010, as the record date for Shareholders registered on the Canadian share register entitled to receive notice of the Meeting. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 5.00 p.m. (Perth time) on 26 May 2010 will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.

A simple majority of votes cast are required to approve all matters to be submitted to a vote of Shareholders at the Meeting.

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Principal Holders of Shares

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, or exercises control or direction, directly or indirectly, over Shares carrying 10% or more of the voting rights attached to all of the issued and outstanding Shares other than:

Name Macquarie Group Limited and its controlled bodies corporate	Owned, Controlled or Directed 37,287,012	Percentage of Voting Shares
		10.8%

Interest of Certain Persons or Companies in Matters to be Acted Upon

No person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, nor any associate or affiliate of the foregoing persons, has a material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matters to be acted upon at the Meeting.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets out information in respect of the equity compensation plans under which equity securities of the Company are authorised for issuance, as at 31 December 2009.

			Number of
			securities
			remaining
			available for
	Number of securities to be issued		future issuance
	upon exercise of	Weighted-average exercise	under equity
	outstanding options,	price of outstanding options,	compensation
	warrants and rights	warrants and rights	plans
Equity
compensation
plans approved by
securityholders	11,470,000	A$1.28	13,961,604
Total	11,470,000	A$1.28	13,961,604

Of the 11,470,000 options on issue as at the date of this Notice, 3,270,000 were issued under the Company’s formally adopted Employee Option Plan. The remaining 8,200,000 options on issue were previously issued to directors (5,400,000), corporate advisory firm (1,000,000) and as vendor consideration (1,800,000) with either prior or subsequent shareholder approval as appropriate. The 13,961,604 options remaining available for future issuance are under the formally adopted Employee Option Plan.

Auditors

The auditor of the Company is HLB Mann Judd.

Additional Information

Additional information relating to the Company is available under the Company’s profile on SEDAR at www.sedar.com. The Company will provide to any person, upon request to the Company Secretary, a copy of the Company’s financial statements and MD&A. Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year contained in the Company’s long form prospectus dated January 28, 2010.

Copies of the above document will be provided free of charge to Shareholders. The Company may require the payment of a reasonable charge by any person or company who is not a Shareholder of the Company, and who requests a copy of such document.

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ENQUIRIES

Shareholders can contact Susmit Shah, Company Secretary, at +61 (08) 9240 6344 (during Perth business hours, 9.00am to 5.00pm) if they have any queries in respect of the matters set out in these documents.

APPROVAL OF THIS EXPLANATORY MEMORANDUM AND MANAGEMENT INFORMATION CIRCULAR

The contents and the sending of this Explanatory Memorandum and Management Information Circular have been approved by the Directors of the Company.

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By order of the Board of Directors Susmit Shah Company Secretary April 22, 2010

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Perseus Mining Limited (ACN 106 808 986) PROXY FORM

Shareholder

Name and address of shareholder of Perseus Mining Limited Name

Address

Appointment of Proxy

I/We being a shareholder 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 shareholder) 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 Limited to be held on 28 May 2010 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 (as the default proxy, if you have not named someone else) 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, your votes will not be cast 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

• 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.

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Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Director Director/Company Secretary
Sole Company Secretary
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Dated: //2010

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 shareholder of the Company. Do not write the name of the Company or your name 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 shares 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 shares 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, each of the holders must sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney 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 shareholder 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 48 hours prior to the Meeting time . Any Proxy Form received after that time will not be valid for use at the Meeting.

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Completed Proxy Documents may be lodged in respect of Shareholders registered on the Company’s Australian share register as follows:

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

Completed Proxy Documents may be lodged in respect of Shareholders registered on the Company’s Canadian share register as follows:

BY MAIL: c/- Equity Transfer & Trust Company, attention Proxy Department, at 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1

BY FAX: +1 416 595-9593