PERSEUS MINING LIMITED — Share Issue/Capital Change 2012

Mar 7, 2012

8 March 2012

The Manager ASX Ltd Level 4 20 Bridge Street Sydney, NSW 2000

Dear Sir

ISSUE OF SHARES

Perseus Mining Limited (ASX / TSX: PRU) has completed the issue of 60,000 fully paid ordinary shares as further detailed in the attached Appendix 3B and Perseus Mining Limited gives notice that:

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

Yours faithfully

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).

1	+Classof +securitiesissued or tobe issued	Ordinary fully paid shares.
2	Number of +securitiesissued or tobe issued (if known) or maximumnumber which may be issued	60,000 ordinary fully paid 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) The shares rank equally with existing quoted ordinary shares.

	in all respects from the date ofallotmentwithanexisting+classof quoted +securities?
	If the additional securities donot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	Shares issued at $2.13 per share uponexercise of unlisted options.
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Shares issued on exercise of unlistedoptions.
	+securitiesDatesofenteringinto uncertificated holdings ordespatch of certificates	7 March 2012
		Number	+Class
	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	457,562,088	Ordinary fully paidshares (PRU)
	+classNumberandofall+securitiesnot quoted on ASX(includingthesecuritiesinclause 2 if applicable)	Number400,000	+ClassOptions exercisable at$1.80 each on orbefore 31 March 2012.
		400,000	Options exercisable at$2.45 each on orbefore 29 July 2012.
		160,000	Options exercisable at$3.00 each on orbefore 14 October2012.

See (3) above.

4 Do the +securities rank equally

Number	+Class
280,000	Options exercisable at$3.45 each on orbefore 14 October2012.
820,000	Options exercisable at$2.13 each on orbefore 16 June 2013.
450,000	Options exercisable at$3.00 each on orbefore 6 October2013.
270,000	Options exercisable at$3.20 each on orbefore 3 November2013.
2,210,000	Options exercisable at$3.00 each on orbefore 15 June 2014.
No plans to pay dividends at this stage.

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

Part 2 - Bonus issue or pro rata issue – Not Applicable

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or non‐renounceable?
13	+securitiesRatioinwhichthewill be offered
14	+Classof +securitiesto which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions

18	Names of countries in which theentity has +securityholders 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 feeor commission
22	Namesofanybrokerstotheissue
23	Feeorcommissionpayabletothe broker to the issue
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +securityholders
25	Iftheissueiscontingenton+securityholders'approval,thedate of the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnoticeswillbesenttooptionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	+securityHowdoholdersselltheir entitlements in full througha broker?

31	+securityHowdoholderssellpartoftheirentitlementsthrough a broker and accept forthe balance?
32	How do +securityholders disposeof their entitlements (except bysale through a broker)?
33	+Despatchdate

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) Shares described in Part 1 only 1.

(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	Numberofsecuritiesfor which+quotationis sought
39	+securitiesClassofforwhichquotation is sought

40	Do the +securitiesrank equally inallrespectsfromthedateofallotment with an existing +classof quoted +securities?If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interest
	paymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnow
	Example: In the case of restricted securities, endof restriction period
	pon conversion of another security, clearly identifythat other security)
		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the securities in clause38)

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.

(Company Secretary)

Sign here: ............................................................ Date: 8 March 2012

Print name: Susmit Shah