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PERSEUS MINING LIMITED Share Issue/Capital Change 2012

Jan 10, 2012

46513_rns_2012-01-10_1d116b9e-3d02-4259-81c4-a96954ea39f4.pdf

Share Issue/Capital Change

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11 January 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 650,000 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

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Susmit Shah Company Secretary

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: [email protected] Website: www.perseusmining.com

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 Ordinary fully paid shares. be issued 2 Number of[+] securities issued or to 650,000 ordinary fully paid shares. be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities The shares rank equally with existing (eg, if options, exercise price and quoted ordinary shares. expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for 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. See (3) above.
(1)
600,000
shares issued at $1.30 per
share upon exercise of
unlisted options.
(2)
50,000
shares issued at $2.13 per
share upon exercise of
unlisted options.
(1) & (2) Shares issued on exercise of
unlisted options.
10 January 2012
Number +Class
456,477,088 Ordinary fully paid
shares (PRU)

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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)
Number +Class
1,025,000
400,000
400,000
160,000
280,000
880,000
450,000
270,000
2,290,000
Options exercisable at
65 cents prior to 23
January 2012
Options exercisable at
$1.80 each on or
before 31 March 2012.
Options exercisable at
$2.45 each on or
before 29 July 2012.
Options exercisable at
$3.00 each on or
before 14 October
2012.
Options exercisable at
$3.45 each on or
before 14 October
2012.
Options exercisable at
$2.13 each on or
before 16 June 2013.
Options exercisable at
$3.00 each on or
before 6 October
2013.
Options exercisable at
$3.20 each on or
before 3 November
2013.
Options exercisable at
$3.00 each on or
before 15 June 2014.

10 Dividend policy (in the case of a No plans to pay dividends at this stage. trust, distribution policy) on the increased capital (interests)

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Appendix 3B New issue announcement

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

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

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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

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

  • (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

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Appendix 3B New issue announcement

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 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 pon conversion of another security, clearly identify that other security)

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Appendix 3B New issue announcement

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

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.

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Sign here: ............................................................ Date: 11 January 2012 (Company Secretary) Print name: Susmit Shah

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