PERSEUS MINING LIMITED — Share Issue/Capital Change 2006

Mar 21, 2006

22 March 2006

The Manager Australian Stock Exchange Ltd Level 4 20 Bridge Street Sydney, NSW 2000

Dear Sir

ISSUE OF SECURITIES

Perseus Mining Ltd confirms the issue of 300,000 shares and 1,000,000 unquoted options to acquire ordinary shares at an exercise price of 35 cents each as a fee for corporate and investor relations services. The securities have been issued to a financial analyst based in Europe to make available information about the Company and its gold projects to investors in Europe and to generally raise the Company's profile amongst European investors for the period up to December 2006.

The Company has also allotted 100,000 shares, following the exercise of 100,000 unquoted options at 20 cents each.

An Appendix 3B is attached with respect to the new issues and the Company gives notice that:

• it issued the securities without disclosure to investors under Part 6D.2 of the Corporations Act 2001 ("Act");
• $\bullet$ this notice is being given under section 708A(5)(e) of the Act;
• as at today's date, the Company has complied with: ٠
• the provisions of Chapter 2M of the Act as they apply to the Company; and $(i)$
• $(ii)$ section 674 of the Act; and
• as at today's date there is no other information that is excluded information which is required ٠ to be set out in this notice pursuant to section $708A(6)(e)$ of the Act.

Yours faithfully

S Khat

Susmit Shah Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

PERSEUS MINING LIMITED

ABN

27 106 808 986

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

	+ Class of + securities issued or to be issued	Fully paid ordinary shares Options over unissued ordinary shares
2	Number of $\pm$ securities issued or to be issued (if known) or maximum number which may be issued	400,000 shares 1,000,000 options
3	Principal terms of the securities (eg. if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if securities. * convertible the. conversion price and dates for conversion)	The options are exercisable at 35 cents each. The options expire on 31 March 2007 and can be exercised at any time after 1 April 2006.

⁺ See chapter 19 for defined terms.

$\ddot{4}$ Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do $\bullet$
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

$\overline{5}$ Issue price or consideration

Purpose of the issue

those assets)

6

300,000 shares at an issue price of 45 cents each and the 1,000,000 options comprise a fee for corporate/investor promotion services

Yes, shares rank equally with existing

Options form a new unquoted class.

quoted shares.

100,000 shares at an issue price of 20 cents each upon exercise of options.

See above.

$\overline{7}$ Dates of entering ⁺securities into uncertificated holdings or despatch of certificates

(If issued as consideration for the acquisition of assets, clearly identify

$22$ March $2006$

		Number	+Class
8	and + class of all Number + securities - ASX quoted on. (including the securities in clause	39,897,505	Ordinary fully paid shares (PRU)
	2 if applicable)	19,280,000	Options exercisable at 20 cents each on or before 31 March 2009 (PRUO)

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of all	33,433,445	Ordinary fully paid
	*securities not quoted on ASX (including the securities in clause		shares $(PRU)$ –
	2 if applicable)		subject to escrow till
			22/09/2006.
		8,740,000	Options exercisable
			at 20 cents each on
			or before 31 March
			2009.
		1,185,000	Options exercisable at 26 cents each
			prior to 1 December
			2008.
		1,000,000	Options exercisable
			at 35 cents each
			between 1 April 2006 and 31 March
			2007.

Dividend policy (in the case of a $\boxed{\text{No plans to pay dividends at this stage.}}$ trust, distribution policy) on the increased capital (interests) $10^°$

Part 2 - Bonus issue or pro rata issue

	Not Applicable
11	security approval holder Ĭs required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the + securities will be offered
14	+ Class of + securities to which the offer relates
15	determine + Record date to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

⁺ See chapter 19 for defined terms.

17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has *security holders who will not be sent new issue documents
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	for οf Closing date receipt acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22.	Names of any brokers to the issue
23.	Fee or commission payable to the broker to the issue
24	any handling fee Amount of payable to brokers who lodge acceptances or renunciations on behalf of + security holders
25	If the issue is contingent on *security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)

⁺ See chapter 19 for defined terms.

• 30 How do ⁺security holders sell their entitlements in full through a broker?
• $31$ How do ⁺security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do ⁺security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of securities 34 $(ick one)$
• $(a)$ Securities described in Part $1 - 400,000$ shares only
• All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

36 If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000 100,001 and over

37

$(b)$

35

A copy of any trust deed for the additional +securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of ⁺securities for which quotation is sought
• 40 Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

• $\bullet$ the date from which they do
• the extent to which they distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• $41$ Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

Number	+ Class

• participate for the next dividend, (in the case of a trust,

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an $\bullet$ illegal purpose.
• There is no reason why those 'securities should not be granted 'quotation.
• An offer of the $\dot{\ }$ securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to $\bullet$ be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any information or $\overline{4}$ document not available now, will give it to ASX before 'quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

& Renard

Sign here:

....................................... (Company secretary)

Date: 22 March 2006

Susmit Shah Print name:

$== == == == == ==$

⁺ See chapter 19 for defined terms.