PERSEUS MINING LIMITED — Share Issue/Capital Change 2007

Sep 26, 2007

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27 September 2007

The Manager Company Announcements Office ASX Ltd 4th Floor, 20 Bridge Street SYDNEY, NSW 2000

Dear Sir

PROPOSED OPTION ISSUE

The Directors of Perseus Mining Limited have resolved to seek shareholder approval at the forthcoming annual general meeting of the Company for the issue of options to the directors listed below:

	Number of options
MarkCalderwood	1,200,000
ColinCarson	1,200,000
Reg Gillard	600,000
RhettBrans	400,000
Neil Fearis	400,000

The terms and conditions for the proposed issue of options are as follows:

1. Each Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of Perseus Mining Ltd (the “Company”) at a price of $1.50 per share from 1 July 2008 until 31 July 2010 (“the Expiry Date”).

2. The Options are exercisable at any time during the exercise period noted above by notice in writing to the Directors accompanied by payment of the exercise price.

3. Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.

4. The Options are not transferable, except to a spouse of the Optionholder or a company wholly owned by the Optionholder and his or her spouse.

5. Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of Options within 3 business days after the date of allotment of those shares.

Perseus Mining Limited ABN 27 106 808 986

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

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1. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each Optionholder at least 9 business days before the record date for any proposed issue of capital on an entitlement basis. This will give Optionholders the opportunity to exercise their Options (subject to the exercise period referred to above) prior to the date for determining entitlements to participate in any such issue.

2. There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.

3. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.

4. The Optionholder is entitled to exercise the Options prior to the commencement of the exercise period referred to in (1) above if a takeover bid under Chapter 6 of the Corporations Act is made for the Company and either:

   • (a) the offeror has at the time of making the takeover bid a voting power of more than 50% in the Company; or

   • (b) if sub-clause (a) does not apply, the offeror acquires a voting power of more than 50% in the Company.

5. The Optionholder (or his beneficiary) is entitled to exercise the Options prior to the commencement of the exercise period referred to in (1) above in the event of death or total and permanent disablement of the Optionholder.

Yours faithfully

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Susmit Shah Company Secretary

2

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