PERSEUS MINING LIMITED — Share Issue/Capital Change 2021

Nov 25, 2021

Announcement Summary

Entity name

PERSEUS MINING LIMITED

Date of this announcement

Friday November 26, 2021

The +securities the subject of this notification are:

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

code	ASX +securitySecurity description	Total number of+securities to beissued/transferred	Issue date
PRUAI	PERFORMANCE RIGHTS	658,695	25/11/2021

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of entity

PERSEUS MINING LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

106808986

1.3 ASX issuer code PRU

1.4 The announcement is

New announcement

1.5 Date of this announcement

26/11/2021

Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

has an existing ASX security code ("existing class")

Equity Securities

Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to

ASX in an Appendix 3B

Name of KMPName of registered holder	Number of +securities
Provide details of the KMP or +associates being issued +securities.
Were any of the +securities issued to +key management personnel (KMP) or an +associate?Yes
Will these +securities rank equally in all respects from their issue date with the existing issued+securities in that classYes
Date the +securities the subject of this notification were issued25/11/2021
ASX +security code and descriptionPRUAI : PERFORMANCE RIGHTS

Jeff Quartermaine	Jeff Quartermaine	658,695

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

https://perseusmining.com/wp-content/uploads/2021/10/Perseus-Notice-of-AGM-2021-final-plus-proxy.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

The grant of these performance rights were approved by Shareholders at the AGM held on 25 November 2021. 127,076 Performance Rights are issued to Company executives to cover the deferred consideration component of their STI for financial year 2021. Each performance right will convert to an ordinary share upon satisfaction of vesting criteria (principally being employed for the period from 1 July 2021 until 30 June 2022), subject to the terms and conditions of the Company's Performance Rights Plan approved by shareholders in November 2020.

531,619 Performance Rights LTI. Each performance right will convert to an ordinary share upon satisfaction of vesting criteria (principally comparison of total shareholder return against a peer group during the period commencing 1 July 2021 and ending 30 June 2024), subject to the terms and conditions of the Company's Performance Rights Plan approved by shareholders in November 2020

Equity Securities

Issue details

Number of +securities

658,695

Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

ASX +security code and description Total number of +securities on issue PRU : ORDINARY FULLY PAID 1,227,119,570

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

ASX +security code and description

PRUAI : PERFORMANCE RIGHTS 27,250,392

Total number of +securities on issue

Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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