PERSEUS MINING LIMITED — Share Issue/Capital Change 2008

Jan 1, 2008

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 issued Ordinary shares Unlisted Employee Options 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 546,000 ordinary shares 400,000 options to acquire ordinary shares 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 +convertible securities, the conversion price and dates for conversion) Shares rank equally with existing quoted ordinary shares. Unlisted options exercisable at $1.30 between 26 October 2008 and 26 October 2010. Refer to Annexure A for full terms.

4	Do the +securities rank equally in allrespects from the date of allotment+class of quotedwith an existing+securities?	See (3) above.
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment	If the options are exercised, the sharesissued as a result will rank equally in allrespects with the existing ordinary fullypaid shares.
5	Issue price or consideration	403,500 shares issued at 20 cents each uponthe exercise of listed options (PRUO).
		142,500 shares issued at 50 cents each uponthe exercise of unlisted options.
		400,000 options have been issued to anemployee under the terms of the PerseusMining Limited Employee Option Plan foremployment services. (Exercisable at $1.30each after 26 October 2008 and prior to 28October 2010.
6	Purpose of the issue(If issued as consideration for the	See (5) above.
	acquisition of assets, clearly identifythose assets)
7	Dates of entering +securities into	400,000 unlisted options – 28 December
	uncertificated holdings or despatchof certificates	2007
		446,000 shares – 28 December 2007
		100,000 shares – 2 January 2008

		Number	+Class
8	+classNumberandofall	133,104,263	Ordinary fully paid
	+securitiesquotedonASX(including the securities in clause		shares (PRU)
	2 if applicable)	19,295,437	Options exercisable
			at 20 cents each on
			or before 31 March
			2009 (PRUO)
9	+classNumberandofall+securities not quoted on ASX(including the securities in clause
	2 if applicable)
		3,700,000	Optionsexercisableat 20 cents each onor before 31 March2009.
		735,000	Options exercisableat 26 cents eachprior to 1 December2008.
		800,000	Options exercisableat 45 cents each(400,000) and 50cents each (400,000)prior to 6 June 2009.
		10,126,250	Options exercisableat 50 cents each onor before 29February 2008
		600,000	Options exercisableat 50 cents prior to 1April 2010.
		150,000	Options exercisableat 65 cents prior to30 May 2010
		610,000	Options exercisableat $1.00 prior to 12July 2010.

9	Numberand+classofall+securities not quotedonASX(including the securities in clause2 if applicable)	Continued
		3,800,000	Options exercisableat $1.50 prior to 31July 2010.
		400,000	Options exercisableat $1.30 prior to 26October 2010.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No plans to pay dividends at this stage.

Part 2 - Bonus issue or pro rata issue

		Not Applicable
11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations

20	Names of any underwriters
21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders
25	Iftheissueiscontingenton+security holders' approval, the dateof the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights tradingwill end(ifapplicable)
30	How do +security holders sell theirentitlementsinfullthroughabroker?
31	How do +security holders sell partoftheirentitlementsthroughabroker and accept for the balance?
32	How do +security holders disposeof their entitlements (except by salethrough a broker)?
33	+Despatch date

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 securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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

documents	Tick to indicate you are providing the information or
35	If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securities held bythose holders
36	If the +securities are +equity securities, a distributionschedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37	A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

quotation is sought

38	Number of securities for which+quotation is sought
39	+securitiesClassof	forwhich

40	Do the +securities rank equally in allrespects from the date of allotment+class of quotedwith an existing+securities?
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period
	(ifissueduponconversionofanother security, clearly identify thatother security)
		Number	+Class

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

Number	+Class

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.

== == == == ==

Sign here: ............................................................ Date: 2 January 2008

(Director)

Print name: Colin Carson

APPENDIX A

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 $1.30.
• 1. The Options are exercisable from 26 October 2008 to prior to 5.00pm WST on 26 October 2010 ("the Expiry Date") by notice in writing to the Directors accompanied by payment of the exercise price as detailed in (1) above.
• 1. Any Options not exercised at Expiry Date will lapse.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's fully paid ordinary shares.
• 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 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.
• 1. 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.
• 1. 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.
• 1. 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.