PERSEUS MINING LIMITED — Proxy Solicitation & Information Statement 2014

May 1, 2014

NOTICE OF MEETING

AND

EXPLANATORY MEMORANDUM

AND

MANAGEMENT INFORMATION CIRCULAR in respect of the

GENERAL MEETING OF SHAREHOLDERS

to be held on 4 June 2014 at 10 am (Perth time), Perth, Western Australia

As at and dated 9 April 2014

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.

ABN 27 106 808 986

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that a general meeting (the "Meeting") of holders of ordinary shares (the "Shareholders") of Perseus Mining Limited (the "Company") will be held at the Rydges Hotel, 815 Hay Street, Perth, Western Australia on 4 June 2014 at 10 am (Perth time) for the purpose of transacting the business set out below.

The enclosed explanatory memorandum ("Explanatory Memorandum") and management information circular ("Management Information Circular") accompany and form part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

1. Resolution 1 – Ratification of Issue of Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 68,694,313 Shares on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Approval of Issue of Performance Rights to Mr. Quartermaine

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 10.14 and for all other purposes, the issue of Performance Rights under the Performance Rights Plan to Mr. Jeffrey Quartermaine on the terms set out in the Explanatory Memorandum accompanying this Notice, be and is hereby approved."

Voting Exclusion

The Company will disregard any votes cast on Resolution 2 by Mr. Quartermaine and any of his associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Approval of Issue of Performance Rights to Mr. Carson

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 10.14 and for all other purposes, the issue of Performance Rights under the Performance Rights Plan to Mr. Colin Carson on the terms set out in the Explanatory Memorandum accompanying this Notice, be and is hereby approved."

Voting Exclusion

The Company will disregard any votes cast on Resolution 3 by Mr. Carson and any of his associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

GENERAL BUSINESS

4. To transact any other business which may lawfully be brought forward

Accompanying this Notice of Meeting is (i) an explanatory memorandum and management information circular, which provide additional information relating to the matters to be dealt with at the Meeting; and (ii) a Form of Proxy or a Voting Instruction Form ("VIF").

Explanatory Notes

If you wish to appoint a proxy, please read the voting exclusion above and in the proxy form carefully. Shareholders are encouraged to direct their proxies how to vote.

How the Chair will vote available proxies

The Chair of the Meeting intends to vote all available proxies in favour of all of the resolutions set out in the Notice. The proxy form expressly authorises the Chair to exercise undirected proxies in favour of remuneration related resolutions (Resolutions 2 and 3).

Default to the Chair

Any directed proxies that are not voted on a poll at the Meeting will automatically default to the Chair of the Meeting, who is required to vote those proxies as directed.

Registered Shareholders

A registered Shareholder may attend the Meeting in person or may be represented thereat by proxy. In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• 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.

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 in accordance with the instructions contained in the form and return it in accordance with the following:

• 1. in respect of Shareholders registered on the Company's Australian share register, prior to 10 am (Perth time) on 2 June 2014:
  • (i) by mail to Advanced Share Registry Limited, PO Box 1156, Nedlands, Western Australia 6909;
  • (ii) by facsimile to +61 (0) 8 9389 7871;
  • (iii) by voting online at www.advancedshare.com.au (you will need your SRN or HIN to log in);

ABN 27 106 808 986

1. in respect of Shareholders registered on the Company's Canadian register, not later than 48 hours prior to the Meeting, by mail to TMX Equity Transfer Services Inc, attention Proxy Department, at 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1 or by facsimile at +1 416 595-9593.

Beneficial Shareholders

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 VIF or proxy in accordance with the instructions provided to you, by your broker, or by the other intermediary.

The Board has fixed the close of business on 25 April 2014 as the record date for determining the registered Shareholders of the Company entitled to receive the Notice of Meeting and 5pm (Perth time) on 2 June 2014 as the record date for determining the Shareholders of the Company entitled to vote at the Meeting. However, any Shareholder who acquires Shares in the Company after 25 April 2014 can obtain a copy of the Notice of the Meeting and a Proxy Form by contacting the Company.

By Order of the Board of Directors

Martijn Bosboom Joint Company Secretary Perth, Western Australia Dated: 9 April 2014

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 4 June 2014 at 10 am (Perth time), and any adjournment thereof (the "Meeting"), at the place and for the purposes set forth in the accompanying notice of meeting (the "Notice").

In this Management Information Circular and Explanatory Memorandum, unless otherwise indicated all dollar amounts are expressed in Australian dollars. Unless otherwise stated, the information contained in this Management Information Circular and Explanatory Memorandum is as of the date of this Notice.

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 attached hereto for approval at the Meeting. The directors recommend that Shareholders read this Explanatory Memorandum and Management Information Circular in full before making any decision regarding the matters set forth in the Notice.

1. Resolution 1 – Ratification of Prior Shares Issue

On 18 February 2014, the Company announced that it had successfully completed a placement of 68,694,313 shares to institutional and sophisticated investors at an issue price of $0.47 each to raise about $32 million ("Placement Shares"). The Placement Shares were allotted on 24 February 2014.

The issue of 68,694,313 shares was equal to the Company's 15% placement capacity under ASX Listing Rule 7.1. Consequently, Resolution 1 seeks shareholder ratification for the allotment and issue of the Placement Shares, which will have the effect of refreshing the Company's 15% limit for new issues of securities under the ASX Listing Rules.

The following information is provided in accordance with ASX Listing Rule 7.5:

• (i) 68,694,313 ordinary shares have been issued.
• (ii) The Placement Shares have been issued at $0.47 and raised a total of $32,286,327.11 before costs of the issue.
• (iii) The Placement Shares are fully paid ordinary shares in the Company, ranking equally in all respects with the existing quoted Shares of the Company.
• (iv) The Placement Shares have been issued to clients of a broker syndicate which comprised UBS AG, Australia Branch and GMP Securities. No related parties of the Company have participated in the share issue.
• (v) The Company intends to use the net proceeds of the placement for capital expenditure to accelerate productivity improvements and access to the eastern pits at the Edikan Gold Mine in Ghana and to provide for further balance sheet flexibility.

A voting exclusion statement is included in the Notice.

The Board recommends that Shareholders vote in favour of the ratification of the issue of the Placement Shares.

2. Resolutions 2 and 3 - Approval of Issue of Performance Rights to Mr. Quartermaine and Mr. Carson

Shareholder approval is being sought for the granting of Performance Rights ("PRs") to each of Mr. Jeffrey Quartermaine and Mr. Colin Carson, both executive directors of the Company.

The Directors, based on recommendations by the Board's Remuneration Committee, are seeking approval for the issue of:

• (i) 725,000 PRs to Mr. Quartermaine, which, subject to satisfaction of vesting criteria, can convert to up to 725,000 fully paid ordinary shares; and
• (ii) 400,000 PRs to Mr. Carson, which, subject to satisfaction of vesting criteria, can convert to up to 400,000 fully paid ordinary shares.

The Shares issuable upon exercise of the PRs to be granted to Messrs. Quartermaine and Carson represent 0.21% of the issued and outstanding Shares of the Company on the date hereof.

The PRs proposed for issue will be subject generally to the terms and conditions of the Performance Rights Plan, a copy of which may be obtained by contacting the Company. The Performance Rights Plan was adopted at the Company's annual general meeting held in November 2012. The quantum of the PRs is determined by reference to the executives' total fixed remuneration ("TFR"). The Remuneration Committee (of which the executive directors are not members) has previously sought independent expert remuneration advice in relation to incentive based remuneration for executives. The independent advice indicated that the "at risk" component of these executives' remuneration package should be up to 100% of current TFR in the case of the managing director and up to 50% of current TFR in the case of other senior executives. The "at risk" component can then be further allocated into short term incentive ("STI") subject to specified vesting criteria to be satisfied in a financial year and payable in cash and long term incentive ("LTI"). Based on the expert advice, the LTI is therefore payable through an issue of securities in the Company by way of, for example, participation in the Performance Rights Plan. The issue of PRs and their subsequent conversion, if any, to shares in the Company enables the alignment of the executives' interest with that of the Shareholders.

The Company has previously issued PRs to a number of its employees and executives including Messrs. Quartermaine and Carson in January 2013. Mr. Quartermaine, who was then the CFO of the Company, was issued with 274,286 PRs and Mr. Carson was issued with 300,000 PRs. The issue of PRs to Mr. Carson as an executive director was approved by shareholders at the Company's annual general meeting held in November 2012. The allocation of the initial issue of PRs was based on a share price of $2.48 at the start of the 2012/2013 financial year. The vesting conditions for the initially issued PRs are based on comparison of the Company's total shareholder return ("TSR") performance over a three year period (1 June 2012 to 30 June 2015) against the three year average TSR of a group of gold producers which are considered by Perseus to be its peers (based on market capitalization, precious metals and / or West African production focused).

The performance criteria for the vesting of the PRs proposed for issue to the executives have been established by reference to recommendations made by the independent expert that had advised previously on executive remuneration. The vesting conditions for the issue of PRs to Messrs. Quartermaine and Carson for which approval is sought at this Meeting are intended to reflect the long term nature of securities based compensation but also reflect some shorter term incentive. Accordingly, for half of the PRs proposed to be issued the Company's TSR performance over an eighteen month period (1 January 2014 to 30 June 2015) will be compared to the eighteen month average TSR of a group of gold producers which are considered by Perseus to be its peers (based on market capitalization, precious metals and / or West African production focused) and the other half will be measured on TSR performance over a three year period (1 January 2014 to 31 December 2016) compared to Perseus's peers. The PRs will vest or be forfeited as follows:

• (i) If Perseus's TSR is < 50th percentile all PRs will be forfeited.
• (ii) If Perseus's TSR = 50th percentile 25% of PRs will vest.
• (iii) If Perseus's TSR falls between the 50th to 75 th percentiles - the number of PRs to vest will be prorated between 25% and 50%.
• (iv) If Perseus's TSR is >75th percentile all PRs will vest.

The Board believes that the grant of PRs with these vesting conditions to Messrs. Quartermaine and Carson will provide them, as the Company's senior executives, with incentive to achieve the mid to long term performance objectives of the Company by aligning shareholder return objectives with the vesting of their PRs.

In addition to the reasons for the issue of PRs as described above, the Board's specific considerations to propose the issue of PRs to Messrs. Quartermaine and Carson are the following:

• (i) There has been no increase in executive salaries and no increase is planned for the 2013/2014 financial year. In fact, all directors' salaries including those of Messrs. Quartermaine and Carson were reduced by 15% with effect from 1 July 2013.
• (ii) No bonuses have been paid and no bonuses are planned to be paid to executives during the 2013/2014 financial year.
• (iii) No PRs have been issued to Mr. Quartermaine since his appointment as Managing Director and CEO of the Company on 1 February 2013.

The PRs proposed for grant to the executives are subject to the terms and conditions of the Performance Rights Plan and are 'at risk' until the vesting conditions outlined above are met.

Shareholder approval is required under ASX Listing Rule 10.14 for the issue of PRs to these executives as they are Directors and therefore related parties of the Company. The Board has considered the application of Chapter 2E of the Corporations Act and has resolved that the reasonable remuneration exception provided by Section 211 of the Corporations Act is relevant in the circumstances and accordingly, the Company will not also seek approval for the issue of PRs to Mr. Quartermaine and Mr. Carson pursuant to Section 208 of the Corporations Act.

ASX Listing Rule 10.15 requires the following information to be provided in relation to the PRs proposed to be granted to Mr. Quartermaine and Mr. Carson pursuant to the Performance Rights Plan:

• ( a ) The number of PRs (and hence the maximum number of Shares) to be issued to Mr. Quartermaine and Mr. Carson is 725,000 and 400,000 respectively.
• (b) No consideration is payable by Mr. Quartermaine and Mr. Carson at the time of issue of the PRs or upon vesting thereof into ordinary shares.
• (c) The Performance Rights Plan was approved at the Company's annual general meeting held in November 2012. At the date of this Notice, 274,286 PRs have been issued to Mr. Quartermaine and 300,000 to Mr. Carson. No PRs have been issued to non-executive directors.
• (d) Participation in the Performance Rights Plan is available to Eligible Participants, as defined in the Performance Rights Plan. Mr. Quartermaine and Mr. Carson have both been determined to be an Eligible Participant for the purposes of the Performance Rights Plan. Non-executive directors are not eligible to participate.
• (e) No loans will be made by the Company in connection with the issue of PRs to Mr. Quartermaine and Mr. Carson or their vesting, if any, into shares.
• (f) The PRs will be issued to Mr. Quartermaine and Mr. Carson as soon as practicable after the Meeting but no later than one year after the date of the Meeting (or such later date as permitted by ASX by way of a waiver from the Listing Rules). Half of the PRs will have a term ending 30 June 2015 and the other half a term ending 31 December 2016. Subject to satisfaction of vesting criteria (detailed elsewhere in this Explanatory Memorandum), conversion of PRs to Shares may occur after the end of the respective terms.

• (g) All other terms and conditions of PRs proposed for grant to Mr. Quartermaine and Mr. Carson are as described in the Performance Rights Plan, generally.
• (h) A voting exclusion statement in respect of Resolutions 2 and 3 is included in the Notice of Meeting.

The Board, excluding Mr. Quartermaine and Mr. Carson who have a vested interest in this matter, recommends that Shareholders vote in favour of the issue of PRs to these executive directors.

Other Business

Management is not aware of any other business to come before the Meeting other than as set forth in the accompanying Notice. If any other business properly comes before the Meeting, it is the intention of the persons named in the form of proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

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 this Explanatory Memorandum.

GENERAL INFORMATION IN RESPECT OF THE MEETING

Purpose of Solicitation

This Management Information Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting. The Meeting will be held at the Rydges Hotel, 815 Hay Street, Perth, Western Australia on 4 June 2014 at 10 am (Perth time), for the purposes set forth in the Notice accompanying this Explanatory Statement and Management Information Circular. References in the Management Information Circular to the Meeting include any adjournment(s) or postponement(s) thereof.

It is expected that the solicitation of proxies will be primarily by mail but may also be solicited by telephone, facsimile or in person by directors, officers and employees of the Company who will not be additionally compensated therefor. All costs of this solicitation will be borne by the Company.

The Board has fixed the close of business on 25 April 2014 as the record date for determining the registered Shareholders of the Company entitled to receive the Notice of Meeting and 5 pm (Perth time), 2 June 2014 as the record date for determining the Shareholders of the Company entitled to vote at the Meeting. However, any Shareholder who acquires Shares after 25 April 2014 may obtain a copy of the Notice of the Meeting and a Proxy Form by contacting 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 provided 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, prior to 10 am (Perth time) on 2 June 2014:
  • (i) by mail to Advanced Share Registry Limited, PO Box 1156, Nedlands, Western Australia 6909;
  • (ii) by facsimile to +61 (0) 8 9389 7871; or
  • (iii) by voting online at www.advancedshare.com.au (you will need your SRN or HIN to log in).
• (b) in respect of Shareholders registered on the Company's Canadian share register, not later than 48 hours prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof, by mail to TMX Equity Transfer Services Inc, attention Proxy Department, at 200 University Avenue, Suite 300, 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

The form of proxy accompanying this Explanatory Memorandum and Management Information Circular confers discretionary authority upon the proxy with respect to any amendments to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. At the time of printing this Information Circular, management knows of no such amendment, variation or other matter.

It is intended that the person designated by management in the form of proxy (this being the Chairman of the Meeting) will vote the securities represented by the proxy IN FAVOUR of each matter identified in the proxy form.

Voting exclusions apply to Resolutions 1, 2 and 3 under the ASX Listing Rules. Details of these voting exclusions are contained in the Notice of Meeting. In the absence of specific indication to the contrary, the Proxy Form provides express authority to the Chair to vote undirected proxies in favour of Resolutions 1, 2 and 3 where you have appointed the Chair as your proxy. Therefore, if you wish to appoint the Chair as your proxy but do NOT want your votes to be cast in favour of any or all of Resolutions 1, 2 and 3, you must indicate your voting intention by marking either 'against' or 'abstain' against these Resolutions in the Proxy Form.

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 registered holders or beneficial holders using notice-and-access. The Company has distributed copies of the Meeting materials directly to nonobjecting beneficial owners under NI 54-101. The Company does not intend to pay for intermediaries to forward to objecting beneficial owners under NI 54-101 the proxy-related materials and Form 54-101F7 (Request for Voting Instructions Made by Intermediary). In case of an objecting beneficial owner, the objecting beneficial owner will not receive materials unless the objecting beneficial owner's intermediary assumes the cost of delivery.

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.

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

Other than as disclosed below, no director or officer of the Company who has held such position at any time since the beginning of the Company's last financial year and associates or affiliates of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting.

Voting Securities

The authorized capital of the Company consists of an unlimited number of Shares**.** As at the date hereof, there are 526,656,401 Shares issued and outstanding as fully paid. The Shares are the only shares of the Company entitled to be voted at the Meeting and subject to certain exclusions of votes described above, each Share is entitled to one vote on all matters to be acted upon at the Meeting.

All ordinary resolutions require the affirmative vote of not less than a majority of the votes cast by Shareholders who vote in respect thereof, in person or by proxy, at the Meeting. All special resolutions require the affirmative vote of not less than three-fourths of the votes cast by Shareholders who vote in respect thereof, in person or by proxy, at the Meeting.

Principal Holders of Shares

To the knowledge of the directors and executive officers of the Company, as of the date hereof no person or company beneficially owns, or controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all of the issued and outstanding Shares.

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 30 June 2013.

	Number of securities to beissued upon exercise ofoutstanding options,warrants and rights	Weighted-averageexercise price ofoutstanding options,warrants and rights	Number of securitiesremaining available forfuture issuance under equitycompensation plans
Equity Compensation Plansapproved bysecurity holders.	5,025,629(1)	refer note(1)	17,872,475(1)
Equity compensation plansnot approved by securityholders	Nil	Nil	Nil
Total________________________	5,025,629	n/a	17,872,475

Notes:

(1) Equity compensation plans comprise the 2005 Plan, the 2010 Plan, and the Performance Rights Plan (adopted at the 2012 annual general meeting). The total of 5,025,629 shares comprises 1,990,000 shares to be issued upon the exercise of options granted under 2005 Plan and the 2010 Plan and 3,035,629 shares to be issued upon vesting and conversion of PRs granted under the Performance Rights Plan (together the "ECP"). The weighted-average exercise price of outstanding options is A$3.02. PRs have a nil exercise price but vesting is subject to satisfaction of specified performance criteria. Following the adoption of the 2010 Plan in November 2010, the 2005 Plan was terminated. At 30 June 2013, 450,000 options remained on issuance under the 2005 Plan having been issued prior to its termination.

During the year ended 30 June 2013, no options to purchase Shares were granted pursuant to or became subject to the 2010 Plan, no options were exercised, and 2,480,000 options (issued under the 2005 Plan and

the 2010 Plan) expired or were cancelled. Following approvals received at the 2012 annual general meeting, 3,522,093 performance rights were issued of which 486,464 rights were cancelled during the year ended 30 June 2013 leaving a balance of 3,035,629 rights at 30 June 2013. In January 2014, 5,250,000 PRs were issued under the Performance Rights Plan. As at the date hereof, 6,963,813 PRs are outstanding.

As at the date hereof, there were 1,440,000 options outstanding under the 2010 Plan representing approximately 0.27% of the current issued and outstanding Shares of the Company and 6,963,813 performance rights, representing approximately 1.32% of the current issued and outstanding Shares of the Company. At this time, there were six (6) insiders holding 700,000 options and 2,038,572 performance rights representing in aggregate approximately 0.52% of the current issued and outstanding Shares of the Company.

Employee Stock Option Plan

In November 2005, the Company adopted the 2005 Plan and in November 2010, the Company adopted the 2010 Plan following its listing on the TSX. No new options will be issued under the 2005 Plan and there are presently no outstanding options that were issued under that Plan. The 2010 Plan is designed to provide incentives, assist in the recruitment, reward, retention of employees and provide opportunities for employees (both present and future) to participate directly in the equity of the Company. The 2010 Plan does not allow for the issue of options to directors of the Company. Options under the 2010 Plan carry no dividend or voting rights. When exercisable, each option is convertible into one Share. The key terms and conditions of the 2010 Plan are described in Attachment 1 and are qualified in their entirety by the full text of the 2010 Plan.

Performance Rights Plan

The Company adopted the Performance Rights Plan at its annual general meeting in November 2012. The key terms and conditions of the Performance Rights Plan are described in Attachment 2 and are qualified in their entirety by the full text of the Performance Rights Plan.

Named Executive Officers

Perseus's compensation practices are designed to attract, motivate and retain highly qualified employees and executives to manage the business of the Company by rewarding individual and corporate performance and aligning the interests of the Named Executive Officers (as defined in Form 51-102F6 — Statement of Executive Compensation) (the "Named Executive Officers" or "NEOs") with those of the Company's shareholders.

As at 30 June 2013, the Company had seven NEOs: Jeffrey Quartermaine, Chief Executive Officer ("CEO") and Managing Director ("MD"); Elissa Brown, Chief Financial Officer ("CFO"); Jon Yelland, Chief Operating Officer ("COO"); Colin Carson, Executive Director, Rhett Brans, Executive Director; Susmit Shah, Company Secretary; and Kevin Thomson, Exploration Manager. Mr. Brans's employment with the Company terminated on 20 December 2013. Mr. Yelland's employment with the Company terminated on 10 March 2014.

External Management Companies

Mr. Shah is not an employee of the Company and his services to the Company for the financial year ended 30 June 2013 were provided through Corporate Consultants Pty Ltd ("CCPL").

The Company has entered into an unwritten arrangement with CCPL, a company in which Mr. Shah has a beneficial interest. Pursuant to this arrangement, Mr. Shah provides executive management services to the Company. The services are provided on a month-to-month basis with services charged on a time basis at hourly rates that the Company believes to be comparable to market rates. Either party may terminate the arrangement upon one month's notice to the other. There is no change of control provision in the arrangement with CCPL.

For the year ended 30 June 2013, the total compensation paid by the Company to CCPL for accounting, secretarial and corporate services including the services of Mr. Shah was A$158,135 of which approximately A$137,426 is attributed to Mr. Shah's services. The Company does not pay Mr. Shah any amounts directly.

Compensation Discussion & Analysis

The Company has adopted a remuneration framework that is designed to align (i) internal and security holders interests by: attracting and retaining high calibre people who are capable of delivering outcomes required by shareholders; promoting the achievement of net operating income targets and meeting /exceeding shareholder expectations; and focusing people on both key financial outcomes and non-financial drivers of security value; and (ii) organisational interests by: rewarding people capability and superior performance; recognising individual's contributions to the Company; and providing its people with clarity in terms of reward structures and opportunities to maximise remuneration outcomes.

The objective of the Company's compensation strategy is to compensate NEOs such that they are motivated to pursue the long-term growth and success of the Company and there is a clear relationship between performance and compensation.

The Company aims to reward NEOs with a level of remuneration commensurate with their position and responsibilities within the Company and so as to: (a) align the interests of the NEOs with those of Shareholders; (b) ensure rewards are consistent with the strategic goals and performance of the Company; and (c) ensure total remuneration is competitive.

For the year ended 30 June 2013 the elements of compensation earned, awarded or paid to the NEOs included annual compensation in the form of a base salary, superannuation (pension) contribution required under the Australian Superannuation Guarantee (Administration) Act 1992 (Cth) (the "SGAA"), other benefits (if any) and, for certain NEOs, long term incentives through the grant of performance rights and/or cash bonuses. Since the adoption of the Performance Rights Plan, the Board's remuneration policy is to use the Performance Rights Plan in preference to the 2010 Plan with respect to NEOs and other senior executives.

As part of the Company's cost reduction program, all directors have agreed to a 15% reduction in their annual base salary inclusive of superannuation contributions with effect from 1 July 2013.

Elements of Compensation

A NEO's base salary is set so as to provide a base level of remuneration, which is both appropriate to the position and competitive.

A NEO's base salary is reviewed annually by the Remuneration Committee. The review process consists of a review of companywide, business unit and individual performance, relevant comparative remuneration in the market and in the Company and, where appropriate, external advice on policies and practice. Independent advice on the appropriateness of remuneration packages is obtained, where necessary.

As required under the SGAA, NEOs receive superannuation (pension) contributions, which are a percentage of base salary.

The objective of the Company's long term incentive policy is to reward executives and senior managers in a manner which aligns an element of their remuneration with the creation of shareholder wealth, as measured by increases in the price and value of the Company's Shares. Given the small executive team, it is believed that the performance of the Company's executives and the performance and value of the Company's Shares are closely related. As such, the realisation of a benefit from the receipt of performance rights by certain NEOs depends on the performance of the Company as measured by its total shareholder return over a three year period in comparison to the performance of a group of peer companies.

Grants of long term incentives are generally determined by reference to market conditions, comparable companies within the industry and the amount of cash compensation paid to the relevant NEO. Given the

evolving nature of the Company's business, the Company's overall compensation plan is under constant review so as to continue to address its objectives.

In setting the fixed remuneration and long-term incentive awards of its NEOs, the Company refers to the remuneration offered by comparable companies in the industry. More specifically, prior to making recommendations to the Board regarding compensation of NEOs, the Remuneration Committee identifies comparable issuers and gathers information regarding the compensation paid by those issuers to its senior executives. The Remuneration Committee then benchmarks the Company's NEOs against positions of similar responsibilities and scope of those other issuers.

The issuers selected as being comparable for this purpose have been selected on the basis of meeting most or all of the following characteristics that are common to the Company:

• listed companies;
• comparable in size; and
• corporations in the production and development stage of mining and resources.

The issuers selected using these criteria were African Barrick Gold plc, Semafo Inc, Medusa Mining Limited, Golden Star Resources Ltd, Kingsgate Consolidated, Regis Resources Limited, Resolute Mining Limited, Teranga Gold Corporation, St Barbara Mines, and Endeavour Mining Corp.

Whilst compensation had previously been set in the context of the Company's status as an exploration and development stage company, it has since around October 2011 changed as gold production and revenues commenced. This is also evident in the adoption of the Performance Rights Plan in November 2012 pursuant to which long term incentive compensation for senior staff will be by reference to the Company's performance comparative to the peer group named above, each of which is a producer.

Actions, decisions or policies in respect of NEOs made after June 30, 2013

In January 2014, PRs were issued to NEOs as follows:

• Ms. Elissa Brown 400,000
• Mr. Kevin Thomson 400,000

The vesting conditions for these PRs are the same as those proposed to be issued to Messrs. Quartermaine and Carson.

Risks Associated with Compensation Policies and Practices

The Company's compensation policies alleviate risk by having a balance of short term and long term compensation. For example, vesting of PRs issued thus far by the Company will be measured by the Company's "total shareholder return", relative to its peer group, over a three year period. Therefore short term production or revenue targets are of no real consequence in determining long term executive compensation. Consequently, the Remuneration Committee is confident that its compensation policies and practices will not lead to inappropriate or excessive risk taking on the part of any of the Company's employees. Whilst, the Board does not have a formal process of considering the implications of the risks associated with the Company's compensation policies or practices, it is satisfied that its existing compensation policies and practices do not in themselves lead to inappropriate or excessive risk taking on the part of any of the Company's employees.

Financial Instruments

NEOs and directors of the Company are not permitted to purchase financial instruments, of any kind, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Performance Graph

The following graph compares, assuming an initial investment of $100 in July 2008, the yearly percentage change in the Company's cumulative total shareholder return on its Shares against the cumulative total shareholder return of the S&P/ASX 200 Index for the Company's five most recently completed financial years.

Perseus Mining Limited (PRU) - Share Price Performance versus the S&P ASX 200 Index

Perseus Mining Ltd	67	187	277	206	42
S&P/ASX200 Index	85	90	89	86	101

As previously stated, the value of the NEOs performance rights is linked to the performance of the Company's share price and as a consequence is directly aligned with shareholder wealth. This relationship is demonstrated by comparing the cumulative total shareholder return of $100 invested in the Company's ordinary shares, with the cumulative shareholder return of the S&P/ASX200 over a similar period.

Share-Based and Option-Based Awards

Share-based and performance rights-based awards are a component of long term incentive compensation. Performance rights are issued to NEOs at the discretion of the Board (and subject to Shareholder approval, where the NEO is a director of the Company), upon the recommendation of the Remuneration Committee. As explained previously, performance rights generally vest upon the holder remaining employed by the Company for a specified period of time and subject to the total shareholder return performance of the Company relative to its peer group. Previous grants of performance rights-based awards are taken into account when considering new grants.

Compensation Governance

Remuneration Framework

The Board established a Remuneration Committee in 2007 to ensure that the Company has a compensation program that is both motivational and competitive while meeting the objectives of the Company. The Remuneration Committee is governed by a Remuneration Committee Charter, last amended and adopted by the Board in August 2010. The Remuneration Committee assists the Board to fulfil its responsibilities to Shareholders and other stakeholders by ensuring the Company has remuneration policies for fairly and competitively rewarding executives with the overall objective of ensuring maximum stakeholder benefit from the retention of a highly qualified board and executive management team. The Remuneration Committee is responsible for, among other things, evaluating the performance of the Company's management and making recommendations to the Board with respect to the compensation of the Company's management.

Currently, the primary responsibilities, powers and opportunities of the Remuneration Committee are to assist the Board in fulfilling its oversight mandate by:

• (a) reviewing and approving and then recommending to the Board salary, bonus, and other benefits, direct or indirect, and any change of control packages of the members of the senior management team;
• (b) reviewing compensation of the Board on an annual basis;
• (c) considering, and if applicable, benchmarking against the Company's peer groups;
• (d) administering the Company's compensation plans, including the 2010 Plan and the Performance Rights Plan, and such other compensation plans or structures as may be adopted by the Company from time to time;
• (e) reviewing trends in employment benefits; and
• (f) establishing and periodically reviewing the Company's policies in the area of management benefits and perquisites.

The Remuneration Committee is comprised of three independent directors who meet as often as the committee deems reasonably necessary. The members of the Remuneration Committee at the date hereof are Messrs. Gillard, Harvey and Bohm. The Board believes that by virtue of their experience as former executive officers and directors of various mining and financial companies and their experience in corporate governance, the Remuneration Committee has the diversity of skills to make informed and independent decisions on compensation matters for the Company. These committee members regularly review remuneration trends externally and in the mining industry in particular and study publicly available information on remuneration practices and levels in other organisations.

The education and experience of each of Messrs. Gillard, Harvey and Bohm that is relevant to the performance of his responsibilities as a Remuneration Committee member is set out below.

Reginald N. Gillard BA FCPA FAICD JP – After practicing as an accountant for over 30 years, during which time Mr. Gillard formed and developed a number of service related businesses, Mr. Gillard now focuses on corporate management, corporate governance and the evaluation and acquisition of resource projects. Mr. Gillard is a Fellow of the Australian Society of Certified Practising Accountants, a Fellow of the Australian Institute of Company Directors, and a Member of the Royal Association of Justices of Western Australia. Mr. Gillard is a graduate of the University of Western Australia and Perth Technical College.

• T. Sean Harvey BA MA LLB MBA Mr. Harvey holds an Honours BA degree in Economics and Geography and an MA in Economics, both from Carleton University; an LLB from the University of Western Ontario; and an MBA from the University of Toronto and is a member of the Law Society of Upper Canada. Mr. Harvey began his career in the finance area of two major Canadian corporations and followed that by a nearly 10 year career in investment banking and merchant banking focussed primarily on the basic industries sector. Since that time he has spent the last nearly 15 years as a CEO, Director or Chairman of numerous public companies listed on various exchanges including New York, Toronto, London and Sydney and with assets diversified globally. He currently sits on 5 public company boards and on the remuneration committee of 4.
• Michael Bohm B.AppSc (Mining Eng.) MAusIMM Mr. Bohm is a mining engineer with over 24 years' extensive experience in operations management, evaluation and project development in Australia, Northern Europe, SE Asia and North America. Mr. Bohm's last 10 years of operations and management experience in the mining industry, included being Managing Director of Herencia Resources plc (until June 2012), a mineral exploration and development company, Chief Development Officer and Managing Director (Asia) of Mineral Securities Operations Ltd. and Consultant/Project Director/ Operations Director, Sally Malay Mining Limited, a nickel production company.

For additional information with respect to the Remuneration Committee, see the Company's Consolidated Financial Report for the year ended 30 June 2013, which includes a Remuneration Report and is available on SEDAR at www.sedar.com.

Compensation Consultants & Advisors

Independent remuneration consultants are engaged by the Remuneration Committee from time to time to ensure the Company's remuneration system and reward practices are consistent with current market practices. Various remuneration arrangements in relation to the Company's key management personnel during the most recently completed financial year were based on recommendations made by an independent remuneration consultant, PJ Kinder Consulting. The independent consultant's mandate was to review executive management and non-executive directors' compensation levels and make recommendations thereon. Under the Corporations Act, independent remuneration consultants can only take instructions from and report to non-executive directors. PJ Kinder Consulting has not provided services to any subsidiaries of the Company or any directors or management.

The following table provides a summary of fees paid to compensation consultants and advisors retained by the Company for the last two most recently completed financial years.

Executive Compensation
Year	Nature of Service	Related Fees	All Other Fees
	(A$)	A$	A$
2013	See below	11,000	-
2012	N/A	-	-

The nature of the service was to review executive management and non-executive directors' compensation levels and make recommendations thereon.

Summary Compensation Table

The following table and the notes thereto summarize the compensation of the NEOs for the periods indicated.

	YearEndedJune 30	Salary / Fees	SharebasedAwards	OptionbasedAwards	Non-equity Incentive PlanCompensation
Name and PrincipalPosition					Annualincentiveplans	Long-termincentiveplans	PensionValue	All OtherCompensation	TotalCompensation
		(A$)	(A$)	(A$)	(A$)	(A$)	(A$)	(A$)	(A$)
Jeff Quartermaine(1)	2013	609,167	33,129	—	17,760	—	25,000	—	685,056
(2) (5) (7)	2012	432,500	—	264,139	40,000	—	25,000	—	761,639
MD & CEO	2011	300,000	—	590,874	25,000	—	25,000	40,000	980,874
Mark	2013	525,000	—	—	—	—	—	301,926	841,509
Calderwood(3)	2012	674,250	—	—	40,000	—	25,000	—	739,250
Former MD & CEO	2011	575,000	—	—	98,750	—	25,000	—	698,750
Elissa Brown(2) (4) (5)	2013	263,530	21,741	—	16,280	—	16,470	—	318,021
ChiefFinancial	2012	—	—	—	—	—	—	—	—
Officer	2011	—	—	—	—	—	—	—	—
Colin Carson(5) (7)	2013	363,530	88,708	—	—	—	16,470	—	468,708
Executive director	2012	304,000	—	—	40,000	—	25,000	—	369,000
	2011	275,230	—	—	44,168	—	24,771	—	344,169
Rhett Brans(5) (7)(8)	2013	469,250	88,708	—	—	—	10,750	—	568,708
Executive director	2012	418,250	—	—	40,000	—	43,000	—	501,250
	2011	381,250	—	—	—	—	41,667	—	422,917
Susmit Shah(6)	2013	137,426	—	—	—	—	—	—	137,426
Company Secretary	2012	145,896	—	158,483	—	—	—	—	304,379
	2011	153,385	—	10,979	—	—	—	—	164,364
Kevin Thomson	2013	449,502	28,298	—	—	—	—	—	477,800
Exploration	2012	267,619	—	211,311	—	—	—	24,827	503,757
Manager	2011	355,457	—	14,638	49,330	—	—	45,504	464,929
Jon Yelland	2013	432,496	33,129	—	24,975	—	25,000	—	515,600
ChiefOperating	2012	314,858	—	—	—	—	30,000	—	344,858
Officer (9)	2011	—	—	—	—	—	—	—	—

Notes:

• (1) Mr. Quartermaine was appointed Managing Director and Chief Executive Officer on 1 February 2013. Before this appointment he was the Company's Chief Financial Officer. Amounts shown above include all of Mr. Quartermaine's remuneration during the reporting period, whether as Managing Director and Chief Executive Officer or Chief Financial Officer. The amount received in his position as Managing Director and Chief Executive Officer was $354,167, made up of cash salary of $343,750 and superannuation of $10,417.
• (2) A cash bonus was paid to each of Mr. Quartermaine, Mr. Yelland and Ms. Brown during the year ended 30 June 2013 for their contribution to the Company's performance in the prior year.
• (3) Mr. Calderwood resigned from the position of Managing Director and Chief Executive Officer with effect from 31 January 2013. Other short-term benefits relate to Mr. Calderwood's entitlement to be paid for accumulated annual leave and long service leave.
• (4) Ms. Brown was appointed Chief Financial Officer on 1 February 2013. Before this appointment she was the Company's Financial Controller. Amounts shown above include all Ms. Brown's remuneration during the reporting period, whether as Chief Financial Officer or as Financial Controller. The amount received in her position as Chief Financial Officer was $150,000, made up of cash salary of $143,137 and superannuation of $6,863.
• (5) Share-based Awards relate to the vesting expense for the financial year of performance rights issued to directors and employees under the terms of the Company's Performance Rights Plan. The fair value of the PRs is calculated at the date of grant using the Monte-Carlo Simulation pricing model.
• (6) Fees for company secretarial services provided by Mr. Shah are charged to the Company by CCPL, a company in which Mr. Gillard and Mr. Shah have or had a beneficial interest. The Company paid CCPL A$158,135 for the year ended 30 June 2013 and A$341,753 for the year ended 30 June 2012 in connection with rent, accounting and secretarial services, including the services provided by Mr. Shah. From 1 July 2012, Mr. Gillard no longer holds a beneficial interest in CCPL.
• (7) Remuneration for Messrs. Quartermaine, Carson and Brans does not include any component for acting as directors. Their base salaries were reduced by 15% with effect from 1 July 2013.
• (8) Mr. Brans' employment with the Company terminated on 20 December 2013.
• (9) Mr. Yelland's employment with the Company terminated on 10 March 2014.

Narrative Discussion

As at 30 June 2013, the directors and executive officers of the Company, as a group beneficially owned, controlled or directed, directly or indirectly 4,636,182 Shares representing approximately 1.01% of the issued and outstanding Shares and held options and PRs to acquire an additional 2,162,858 Shares, representing approximately 0.47% of the Shares on a fully-diluted basis.

The executive management services that Mr. Shah provides to the Company are provided through CCPL. See above "Statement of Executive Compensation — External Management Companies".

Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table discloses the individual outstanding share-based awards and option-based awards at the end of the most recently completed financial year (including awards granted before the most recently completed financial year) to each NEO.

		Option-Based Awards				Share-Based Awards
NamedExecutive Officer	Number ofSecuritiesunderlyingunexercisedoptions	Optionexerciseprice	Optionexpiration date	Value ofunexercised inthe-moneyoptions	Number ofshare or unitsof shares thathave notvested(1)	Market orpayout valueof share-basedawards thathave notvested(1)
	(#)	(A$)	(date)	(A$)	(#)	(A$)
Jeffrey QuartermaineMD & CEO	250,000	3.00	15 June 2014	n/a	274,286	120,686
Colin Carson	-	n/a	n/a	n/a	300,000	132,000
Executive DirectorRhett Brans(2)	-	n/a	n/a	n/a	300,000	132,000
Executive DirectorJon Yelland (3)	-	n/a	n/a	n/a	274,286	120,686
Chief Operating OfficerElissa BrownChief Financial Officer	100,000	3.00	15 June 2014	n/a	180,000	79,200
Kevin Thomson	200,000	3.00	15 June 2014	n/a	234,286	103,086
Exploration ManagerSusmit ShahCompany Secretary	150,000	3.00	15 June 2014	n/a	-	n/a

(1) The numbers disclosed are PRs (each of which has the right to convert to one Share) issued under the Performance Rights Plan and which remain unvested at the end of the financial year. The market value is calculated simply by reference to the closing share price at the end of the financial year without any reference to the number of performance rights, if any, which may ultimately vest.

(2) Mr. Brans' employment with the Company terminated on 20 December 2013, as a consequence of which his PRs have been cancelled.

(3) Mr Yelland's employment with the Company terminated on 10 March 2014, as a consequence of which his PRs have been cancelled.

Incentive plan awards – value vested or earned during the year

No options or PRs vested during the year with respect to any NEO. Following the adoption of the Performance Rights Plan in November 2012, PRs were issued during the year to the NEOs noted in the table above. The "Summary Compensation Table" disclosed above provides the fair value of the performance rights at the date of grant using the Monte-Carlo Simulation pricing model.

Narrative Discussion

As of 30 June 2013 there were 700,000 outstanding options held by NEOs, all of which have vested. The exercise price of the outstanding options is A$3.00 with an expiry date of 15 June 2014. Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one Share of the Company with full dividend and voting rights.

As of 30 June 2013 there were 1,562,858 PRs held by NEOs, none of which have vested. These PRs expire on 31 December 2015. Vesting will be determined by reference to the Company's total shareholder return as measured against a peer group's performance over the three year period ending 30 June 2015.

Pension Plan Benefits

The Company does not have a pension plan and has not provided any pension plan benefits, other than statutory superannuation, to its NEOs.

Termination and Change of Control Benefits

Messrs. Quartermaine, Carson and Thomson and Ms. Brown (collectively, the "Executives") have employment contracts (the "Executive Contracts") which provide for termination benefits which are payable on early termination by the Company, other than for gross misconduct. Executives receive payment of between two and twelve months' salary.

The Company can terminate the Executive Contracts without notice under certain circumstances including but not limited to material breaches of contract, grave misconduct, dishonesty, fraud or bringing the Company into disrepute. The Company or the Executives may also terminate the Executive Contract by giving between two and three months' notice, or in the case of the Company, upon payment in lieu of notice.

Entitlements and benefits do not arise upon a change in control. However, if the terms of the Executive Contracts are materially changed to their detriment or termination follows a change of control in certain circumstances, then, subject to compliance with the Corporations Act and stock exchange rules, the Executive is entitled to receive an amount of money from the Company that is equivalent to two months of the Executive's current gross base salary for each year of employment subject to a minimum of six months of gross base salary and a maximum of twelve months of gross base salary.

Name	Termination by Company	Control
	(A$)	(A$)
Jeffrey Quartermaine(Managing Director & CEO)	180,625	361,250
Colin Carson(Executive Director)	95,000	380,000
Name	Termination by Company	Termination following Change ofControl
Elissa Brown(Chief Financial Officer)	90,000	180,000
Kevin Thomson(Exploration Manager)	CAD$75,792	CAD$454,750

The following table provides details regarding the estimated payments to the Executives assuming the triggering event occurred on 30 June 2013.

Note: Amounts in the "Termination by Company" are those payable where payment is in lieu of notice and termination is in the normal course of business. In view of their base salaries having reduced by 15% with effect from 1 July 2013, estimated termination payments to Messrs. Quartermaine and Carson would reduce by 15% as well.

Termination following Change of

Except as described above, there are no contracts, agreements, plans or arrangements that provide for payments to any other NEO at, following or in connection with, any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in an NEO's responsibilities.

Compensation of Directors

The following table sets out all amounts of compensation provided to the directors for the Company's most recently completed financial year:

Director(1)	FeesEarned	Share-basedAwards	Option-based Awards	Non-equityIncentive PlanCompensation	PensionValue	All OtherCompensation	Total
	(A$)	(A$)	(A$)	(A$)	(A$)	(A$)	(A$)
Reginald GillardNon-executive chair	206,422	-	-	-	18,578	-	225,000
Neil Fearis (2)Non-executive director	128,000	-	-	-	-	-	128,000
Michael BohmNon-executive director	99,083	-	-	-	8,917	-	108,000
T. Sean HarveyNon-executive director	110,000	-	-	-	-	-	110,000

Notes:

• (1) The compensation for those directors who were also NEOs as at 30 June 2013, being Messrs. Quartermaine, Carson and Brans, is fully reflected in the "Summary Compensation Table" above.
• (2) Mr. Fearis retired as a director on 15 November 2013.

Narrative Discussion

___________________

During the most recently completed financial year, each non-executive director and the Chairman received fees for services rendered during that year as shown in the above table. Directors are also reimbursed for all reasonable expenses incurred in their capacity of directors. From 1 April 2012, directors of Perseus are entitled to receive additional amounts for committee participation. Those additional amounts are included in the above table. Should the non-executive directors provide services in excess of those expected of such a position, the Company will provide reasonable remuneration for those services. There are no other arrangements under which directors were compensated for their services as directors or as consultants or experts during the Company's most recently completed financial year.

The Remuneration Committee seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, at a reasonable cost to the Company.

The ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by the Shareholders in general meeting. An amount not exceeding that amount is then divided between the directors as agreed. The latest determination was at a general meeting on 26 November 2010 when shareholders approved aggregate remuneration of A$750,000 per year.

The Remuneration Committee (on behalf of the Board) reviews the remuneration packages for the nonexecutive directors on an annual basis. The Board considers fees paid to non-executive directors of comparable companies when undertaking its annual review process.

Incentive Plan Awards

Outstanding share-based awards and option-based awards

No director held any share-based awards or option-based awards at the end of the most recently completed financial year (including awards granted before the most recently completed financial year).

Incentive plan awards – value vested or earned during the year

No incentive plan awards vested or were earned by any director during the most recently completed financial year.

Indebtedness of Directors and Executive Officers

No director, officer, employee, former director, officer or employee of the Company, nor any associate of the foregoing, is or was indebted to the Company at any time since its incorporation or to any other entity if the indebtedness is or was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

Interest of Informed Persons in Material Transactions

No informed person or any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has a material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect the Company or any of subsidiaries.

Auditors

The auditors of the Company are Ernst & Young having an address at 11 Mounts Bay Road, Perth, Western Australia. The auditors were first appointed on 25 November 2011.

Additional Information

Additional information relating to the Company is available under the Company's profile at www.sedar.com. Financial information is provided in the Company's comparative financial statements and MD&A for its most recently completed financial year. The Company will provide to any person, upon request to the Company Secretary, a copy of the Company's Annual Report for the year ended 30 June 2013 which includes the financial statements of the Company for the most recently completed financial year and the audit report issued thereon and/or one copy of the Company's MD&A in respect of such financial year.

Copies of the above documents 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.

Shareholders can contact the Company Secretary, at +61 (08) 6144 1700 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.

By order of the Board of Directors

Mr. Martijn Bosboom Joint Company Secretary Dated: 9 April 2014

GLOSSARY

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company.

CCPL means Corporate Consultants Pty Ltd.

Chairman means the chairman of the Meeting.

Company means Perseus Mining Limited (ACN 106 808 986).

Corporations Act means the Australian Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

LTI means long term incentive.

NEO means named executive officer.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.

Performance Rights Plan means the Company's performance rights plan adopted at the Company's annual general meeting held in November 2012.

Perseus means Perseus Mining Limited (ACN 106 808 986).

Placement Shares means 68,694,313 Shares issued to institutional and sophisticated investors at an issue price of $0.47 on 24 February 2014.

PR means a performance right issued or, subject to Shareholder approval at the Meeting, to be issued under the Performance Rights Plan.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Committee means the Board's remuneration committee.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

SGAA means the Australian Superannuation Guarantee (Administration) Act 1992 (Cth).

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of a Share.

STI means short term incentive.

TFR means total fixed remuneration.

TSR means total shareholder return.

TSX means the Toronto Stock Exchange.

VIF means voting instruction form.

KEY TERMS OF THE PERSEUS MINING LIMITED 2010 EMPLOYEE OPTION PLAN

• a. The 2010 Plan does not allow participation by directors of the Company.
• b. The aggregate maximum number of Shares available for issuance under the 2010 Plan at any given time is 5% of the Company's currently outstanding Shares as at that time for the purposes of compliance with Australian law. However, compliance with this 5% limit has to be by reference to all employee incentive plans in aggregate. Consequently options still on issue under the 2005 Plan and performance rights on issue under the PR Plan will be included in assessing compliance with the 5% limit.

The Company presently has 457,962,088 Shares on issue. Therefore, a maximum of 18,313,690 Shares can be reserved for issuance in aggregate under the 2010 Plan and the PR Plan [which is equal to 5% of the issued and outstanding Shares on a non-diluted basis as of the date hereof less the options on issue under the 2005 Plan (200,000), the options on issue under the 2010 Plan (1,540,000) and the performance rights on issue under the PR Plan (2,844,414)]. The aggregate number of securities that can be issued to insiders of the Company within any one year period or issuable to insiders at any time under all of the Company's security based compensation arrangements (including the 2010 Plan and PR Plan) may not exceed 10% of the Company's total number of issued and outstanding securities for the purposes of compliance with TSX rules.

• c. The Board of Directors of the Company will establish the exercise price of an option at the time each option is granted provided that, so long as the Shares are listed on the TSX, such price shall not be less than the volume weighted average trading price of the Shares on the TSX, or another stock exchange where the majority of the trading volume and value of the Shares occurs, such as the ASX, for the five trading days immediately preceding the day the option is granted.
• d. Unless the Company determines otherwise, options issued by the Company vest on the first anniversary of the date of grant and expire on the third anniversary of the date of grant. Notwithstanding the foregoing, in certain special circumstances, including total and permanent disablement, death of the participant, retirement or retrenchment, options issued under the Plan will expire on the date that is the earlier of the three year anniversary of the date of grant and the date that is six months after the date such special circumstance first arose. Further, in the event a takeover offer is made and the offeror is or will become entitled to more than 50% of the Shares of the Company, all outstanding options will immediately vest upon notice by the Company to the participant of the takeover offer and the participant shall thereafter be entitled to exercise all options for a period 30 days from such notice.
• e. Participants will not be entitled to participate in any new issue of securities in the Company unless they have exercised their options prior to the record date for the determination of entitlements to the new issue and participate in such issue as a result of being holders of such Shares. The Company must give participants notice of any issue of securities before the record date for determining entitlements to the issue.
• f. An option will lapse upon the earliest of (i) the last expiry date; (ii) the date the Participant ceases to be an eligible participant in circumstances which the Board considers to involve fraud, dishonesty or other serious misconduct which would constitute sufficient cause for an employer to dismiss an employee without notice; (iii) the expiration of 30 days after the date the Participant ceases to be an eligible participant for any reason including resignation, other than due to the occurrence of a "special circumstance" (which includes total and permanent disablement, death, retirement or retrenchment); and (iv) the date of receipt by the Company of notice from the Participant after a "special circumstance" has arisen with respect to the Participant that the Participant has elected to surrender the Options.
• g. If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been

issued in respect of an option before the record date for determining entitlements to the bonus issue then the number of Shares in respect of which the option is exercisable shall be increased by the number of Shares which the participant would have been issued if the participant had exercised the option prior to such record date and no adjustment will be made to the exercise price of the option.

• h. If there is any reorganisation, other than a new issue or bonus issue, of the capital of the Company, then the number of options to which each participant is entitled and/or the corresponding exercise price will be adjusted in accordance with the requirements of the ASX and the TSX.
• i. A participant must exercise options in multiples of 10,000 or such other multiples as the Board determines unless the participant exercises all options exercisable at that time. Subject to certain limited circumstances, the options are non-transferable and a participant must not dispose of, grant any security interest over or otherwise deal with any options or any interest in any options, and any such security interest or disposal or dealing will not be recognized in any manner by the Company.
• j. Except in certain circumstances described below for which shareholder approval is required, and subject to regulatory approval, the Board may amend or revise the 2010 Plan or the terms of any option, including to: (a) comply with applicable laws or the requirements of any applicable regulatory authority or stock exchange; (b) amend the exercise conditions of any option; (c) amend the termination provisions of any option or those contained in the 2010 Plan, provided such amendment does not entail an extension beyond the initial expiry date; (d) modify the maximum number of Shares which may be offered for subscription and purchase under the 2010 Plan following the declaration of a stock dividend, subdivision, consolidation, reclassification, bonus issue, rights issue, reorganization, or any other change with respect to the Shares; (e) clarify any ambiguity or remedy any deficiency, error or omission in the 2010 Plan; or (f) facilitate the administration of the 2010 Plan.
• k. The Board of Directors of the Company may make the following amendments to the 2010 Plan only after the receipt of shareholder and regulatory approval:
  • (i) reduce the exercise price of a previously issued option held by an insider, provided that, in no event, may the exercise price be less than the market price;
  • (ii) extend the expiry of any option held by an insider;
  • (iii) remove or exceed the participation limit for insiders;
  • (iv) increase the maximum number of Shares reserved for issuance under the 2010 Plan; and
  • (v) amend the amendment provisions of the 2010 Plan.

ATTACHMENT 2

KEY TERMS OF THE PERSEUS MINING LIMITED PERFORMANCE RIGHTS PLAN

• (i) Participation: The Performance Rights Plan is available to Eligible Participants, as defined below, of the Company and its related bodies corporate, as such term is defined in the Corporations Act (collectively, the "Group" and each a "Group Member"). Eligible Participants are full and part-time employees and directors of a Group Member, and Eligible Contractors (collectively, "Eligible Participants"). An Eligible Contractor means an individual, or company, that has performed work for a Group Member for more than 12 months and received 80% or more of its income from a Group Member. No payment is required for a grant of Performance Rights, nor for the conversion of the Performance Rights to ordinary shares.
• (ii) Maximum Number Issuable: An invitation to apply for Performance Rights will not be made where the grant of Performance Rights contemplated by the invitation would result in the Company exceeding the limit that applies under ASIC Class Order 03/184 or any subsequent or replacement class order in respect of new issues of securities under employee share schemes. The limit that currently applies under Class Order 03/184 is 5% of the issued capital of the Company. The Performance Rights Plan also provides that the maximum number of Shares that may be issuable pursuant to Performance Rights under the Performance Rights Plan, together with all of the Company's other previously established or proposed security based compensation arrangements, shall not exceed 10% of the Company's total issued shares from time to time. The Performance Rights Plan does not set out a maximum number of Performance Rights that may be granted to insiders of the Company or to any one person or company.
• (iii) Vesting: Vesting conditions may be determined by the Board at the time an invitation is made, and may include a minimum employment term. Performance Rights may not be exercised until vesting conditions, as specified in the invitation, have been met. The Board has the discretion not to impose vesting conditions. As described further in item (xi) below, the Board has the power to amend or waive vesting conditions.
• (iv) Lapse: Unless the Board determines otherwise in its absolute discretion, a Performance Right will lapse on the earliest to occur of: (a) a purported transfer, assignment, mortgage, charge, disposition of or encumbrance of the Performance Right, other than with the prior written consent of the Board; (b) the holder of such Performance Right (a "Performance Rights Holder") ceasing to be an Eligible Person for any reason, subject to the provisions described below; (c) a determination by the Board that a Performance Rights Holder has acted fraudulently or dishonestly or is in breach of his or her obligations to any Group Member; (d) subject to any automatic vesting in accordance with the Performance Rights Plan, if applicable vesting conditions have not been met in the prescribed period; (e) the expiry date set out in the related invitation; or (f) the seventh anniversary of the grant of the Performance Right.
• (v) Cessation of Entitlement –Death or Ill Health: Subject to any invitation's terms and conditions, if a holder of a Performance Right ceases to be an Eligible Person due to ill health or death, then (a) if all relevant vesting conditions are met or no vesting conditions are imposed, Performance Rights may be exercised (by the personal representatives in the case of death) until it lapses in accordance with the terms of the Performance Rights Plan; or (b) if any relevant vesting conditions have not been met, the Performance Rights will automatically lapse immediately upon the Performance Rights Holder ceasing to be an Eligible Participant, unless the Board determines otherwise that all or a portion of those Performance Rights immediately vest, notwithstanding non-fulfilment of the vesting conditions.
• (vi) Cessation of Entitlement Termination for Cause: Subject to any invitation's terms and conditions, if the holder of a Performance Right is terminated for cause, then (a) if all relevant vesting conditions are met or no vesting conditions are imposed, the right to exercise Performance Rights is immediately suspended for a period of 10 Business Days, during which period the Board may determine to lift the suspension and allow such Performance Rights to be exercisable for a period of 20 Business Days after

the holder ceases to be an Eligible Participant, following which such Performance Rights will lapse (however, if the Board does not determine to lift the suspension, the Performance Rights will automatically lapse at the end of the 10 Business Day suspension); or (b) if any relevant vesting conditions have not been met, the Performance Rights will lapse on the day the holder ceases to be an Eligible Participant.

• (vii) Cessation of Entitlement Termination by Consent or Cessation of Employment for Other Reasons: Subject to any invitation's terms and conditions, if a holder of a Performance Right ceases to be an Eligible Participant (a) by their own volition, with the written consent of the Board; (b) by reason of redundancy; or (c) for reasons other than ill health or death, termination for cause or by consent, or redundancy, then: (A) if all relevant vesting conditions are met or no vesting conditions are imposed, the Performance Rights may be exercised for a period of 20 Business Days after the holder ceases to be an Eligible Person, following which such Performance Rights will lapse; or (B) if any relevant vesting conditions have not been met, the Performance Rights will lapse on the day the Performance Rights Holder ceases to be an Eligible Participant, unless the Board determines otherwise that all or a portion of those Performance Rights immediately vest, notwithstanding non-fulfilment of the vesting condition.
• (viii) Change of Control: Subject to the terms and conditions of a grant of a Performance Right, the Board may in its absolute discretion determine that all or a portion of the unvested Performance Rights automatically vest and are automatically exercised on the occurrence of a change of control.
• (ix) Winding up/Reorganisation: The Board may, in its absolute discretion, permit the exercise of Performance Rights, irrespective of whether the relevant vesting conditions have been met, during such period as the Board determines where the Company passes a resolution for voluntary winding up or an order is made for the Company's compulsory winding up. In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued shares, the number of Performance Rights to which each Performance Rights Holder is entitled will be adjusted in the manner provided for in the listing rules applicable at the time the reorganisation comes into effect.
• (x) Assignability: Performance Rights will be transferable or assignable only with the prior written consent of the Board, which may be withheld in its absolute discretion. If a holder of a Performance Right purports to transfer, assign, mortgage, charge or otherwise dispose of or encumber any Performance Rights without Board consent, the Performance Rights immediately lapse. Performance Rights are transferable to the extent necessary to allow exercise by personal representatives pursuant to the Performance Rights Plan in the event of death of the holder.
• (xi) Amendments: Subject to the rules of the TSX and ASX, the Board may at any time amend or add to all or any of the provisions of the Performance Rights Plan, or the terms or conditions of any Performance Right granted under the Performance Rights Plan, including vesting conditions. Specifically, the Board may amend provisions of the Performance Rights Plan, or the terms or conditions of any Performance Right, for the purposes described as items (a), (b) or (c) below and amend or waive vesting conditions, without shareholder approval. Despite the foregoing, no amendment may be made to the terms of a Performance Right without the consent of the holder of the Performance Right if the effect of the amendment is to reduce the rights of the holder of such Performance Right, other than an amendment introduced primarily (a) for the purpose of complying with present or future legislation or regulations applicable to the Company or the Performance Rights Plan; (b) to correct any manifest error or mistake; or (c) to take into consideration adverse tax implications in respect of the Performance Rights Plan.