PERSEUS MINING LIMITED — Share Issue/Capital Change 2008

Apr 7, 2008

Appendix 3B New issue announcement

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).

1 +Class of +securities issued or to be Ordinary shares issued Unlisted options 2 Number of[+] securities issued or to 100,733 ordinary shares be issued (if known) or maximum number which may be issued 50,000 options to acquire ordinary shares 3 Principal terms of the[+] securities Shares rank equally with existing quoted (eg, if options, exercise price and ordinary shares. expiry date; if partly paid +securities, the amount outstanding Unlisted options exercisable at $1.15 and due dates for payment; if +convertible securities, the between 31 March 2009 and 31 March conversion price and dates for 2011. Refer to Annexure A for full terms. conversion)

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Appendix 3B New issue announcement

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 • 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 5 Issue price or consideration ` 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	See (3) above. If the options are exercised, the shares issued as a result will rank equally in all respects with the existing ordinary fully paid shares.	See (3) above. If the options are exercised, the shares issued as a result will rank equally in all respects with the existing ordinary fully paid shares.
	100,733 shares issued at 20 cents each upon the exercise of listed options. 50,000 options have been issued under the Perseus Mining Limited Employee Option Plan.
	See (5) above.
	Ordinary shares – 8 April 2008 Unlisted options - 31 March 2008
	Number	+Class
	161,590,640 12,745,310	Ordinary fully paid shares (PRU) Options exercisable at 20 cents each on or before 31 March 2009 (PRUO)

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	2,300,000 735,000 600,000 150,000 610,000 3,800,000 400,000 1,080,000 50,000	Options exercisable at 20 cents each on or before 31 March 2009. Options exercisable at 26 cents each prior to 1 December 2008. Options exercisable at 50 cents prior to 1 April 2010. Options exercisable at 65 cents prior to 30 May 2010 Options exercisable at $1.00 prior to 12 July 2010. Options exercisable at $1.50 prior to 31 July 2010. Options exercisable at $1.30 prior to 26 October 2010. Options exercisable at $1.15 prior to 26 February 2011 Options exercisable at $1.15 prior to 31 March 2011
	No plans to pay dividends at this stage.

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Appendix 3B New issue announcement

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval 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 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 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 Closing date for receipt of 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	Not Applicable

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Appendix 3B New issue announcement

24	Amount of any handling fee
	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)
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

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

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

34 Type of securities ( tick one ) (a)[Securities described in Part 1 (] [ordinary shares only][) ]

(b)[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

35 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 A copy of any trust deed for the additional[+] securities

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

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Appendix 3B New issue announcement

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:

• the date from which they do

• • 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

• 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)

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

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] 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 be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

• 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.

• 4 We give ASX the information and documents required by this form. If any information or 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.

==> picture [61 x 27] intentionally omitted <==

Sign here: ............................................................ Date: 8 April 2008 (Secretary)

Print name: Susmit Shah

== == == == ==

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Appendix 3B New issue announcement

OPTION TERMS AND CONDITIONS

Perseus Mining Limited

Key Terms and Conditions of Options issued under Perseus Mining Ltd Employee Option Plan

1. Each Option entitles the holder to subscribe for and be allotted one Share. The exercise price of each Option is $1.15.

2. The Options are exercisable from 31 March 2009 to prior to 5.00pm WST on 31 March 2011 (“the Expiry Date”) by notice in writing to the Directors accompanied by payment of the exercise price as detailed in (1) above.

3. Any Options not exercised at Expiry Date will lapse.

4. The Options must not be assigned, transferred or otherwise dealt with except with the approval of the Board or in the case of a takeover offer or a Scheme of Arrangement.

5. The Options will not be listed on The Australian Securities Exchange, although the Company will apply for the official quotation of any shares which are issued as a result of exercise of Options.

6. If an optionholder ceases employment with the Company or otherwise ceases to provide services to the Company, Options held at that time will lapse unless exercised within thirty days of cessation of employment (or cessation of service), except where employment/service has ceased as a result of special circumstances such as death or disablement.

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

8. All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s fully paid ordinary shares.

9. 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 shareholders during the currency of the Options. However, the Company will send a notice to each optionholder at least nine business days before the record date for any proposed issue of capital. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

10. There are no rights to a change in 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.

11. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option-holder will be changed to the extent necessary to comply with the applicable Australian Stock Exchange Listing Rules at the time of the reorganisation.

12. The Company will, at least 20 business days before the Expiry Date, send notices to the optionholders stating the name of the optionholder, the number of Options held and the number of securities to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

The full terms and conditions of the Options issued under the Perseus Mining Ltd Employee Option Plan (“Plan”) are contained in the Plan booklet, a copy of which has been provided to you. If you require a new copy for any reason, please contact the Company Secretary of Perseus Mining Ltd.

In the event of any inconsistency between the summary terms noted above and the Plan, the detailed terms contained in the Plan will prevail.

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