PERSEUS MINING LIMITED — Share Issue/Capital Change 2016

Jul 21, 2016

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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 tobe issued	Listed fully paid ordinary shares (Shares)
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which maybe issued	In accordance with the ASX announcementdated 20 July2016:13,576,301Shareswillbeissuedpursuant to the retailcomponent ofthepro-rataacceleratednonrenounceableentitlementoffer(Entitlement Offer); and1,726,068Shareswillbeissuedpursuant to theshortfallplacement(Shortfall Placement).In addition to the above, 796,958Shares havebeenissuedpursuanttotheexerciseofwarrants.
3	Principaltermsofthe+securities(eg,ifoptions,exercise price and expiry date; if+securities,partlypaidthe	Fully paid ordinary sharesare issued on thesame basis as all other existing fully paidordinary shares.

+ See chapter 19 for defined terms.

	amount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)
4	Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?	The Shares rank equally with existing quotedfully paid ordinary shares
	If the additional securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (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	SharesissuedpursuanttotheShortfallPlacementandretailcomponentoftheEntitlement Offer: $0.50Sharesissuedpursuanttotheexerciseof
		warrants: $0.44
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	In relation to the Shares issued under theShortfallPlacementandEntitlementOffer,proceeds are to be used:to provide the equity funding component ofdevelopment capital for the Sissingué GoldProject;to complete the Definitive Feasibility Study atthe recently acquired YaouréGold Projectincluding a 42,000m drilling program pluspre-development costs; andfor working capital, exploration and generalcorporatepurposestoensurecontinuedbalance sheet strength and flexibility during aperiod of increased growth spend.The remainder of the Shares are issued due tothe exercise of warrants.
6a	Is the entity an +eligible entity	No
	thathasobtainedsecurityholder approval under rule 7.1A?
	If Yes, complete sections 6b – 6h

in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of securities issued under an exception in rule 7.2
• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

N/A

N/A

N/A

N/A

N/A

N/A

N/A

7 Issue Dates Entitlement Offer to retail shareholders and Shortfall Placement– 25 July 2016 Exercise of warrants – 22 July 2016

						Number	+Class
8	Number	and	+class	of	all	1,021,517,976	Ordinary	fully	paid

• See chapter 19 for defined terms.

N/A

	+securitiesquotedonASX(includingthesecuritiesinsection 2 if applicable)		shares (PRU)
		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable)	140,841,671	Warrants to subscribefor ordinary shares atan exercise price ofA$0.44.
			Each Warrant isexercisable at A$0.44each on or before 19April 2019.
		3,812,500	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting andmeasurement periodending31 December2016.
		1,500,000	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,half of which with avesting andmeasurement periodending 30 June 2016and half of which witha vesting andmeasurement periodending31 December2017.
		5,525,000	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting andmeasurement periodending 30 June 2017.
		500,000	Performance Rights

converting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting and
measurement periodending 30June 2018.

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?	No
12	Is the issue renounceable or nonrenounceable?	Non-renounceable
13	Ratio in which the +securitieswill be offered	1 new share for every 10 shares held on therecord date.
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares.
15	+Recorddatetodetermineentitlements	9:00PM AEST Thursday 23 June 2016.
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	no
17	Policy for deciding entitlementsin relation to fractions	Fractional entitlements were rounded up to thenearest whole number of shares.
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.	For the retail component of the EntitlementOffer all countries other than Australia andNew Zealand.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	Entitlement Offer to retail shareholders – 15July 2016.

+ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders	N/A
25	If the issue is contingent on+security holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	No Prospectus is required. A Retail EntitlementOffer Booklet and Entitlement and Acceptanceform was sent to Eligible Retail Shareholders on27 June 2016.
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do +security holders selltheir entitlements in full througha broker?	N/A
31	How do +security holders sellpartoftheirentitlementsthrough a broker and accept forthe balance?	N/A
32	How do +security holders dispose	N/A

of their entitlements (except by sale through a broker)?

33 +Issue date The proposed issue date for the retail component of the Entitlement Offer is 25 July 2016.

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
• (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

1980 - Andrea Stadt Britain, amerikansk fotballstvands

+ See chapter 19 for defined terms.

• 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

(if issued upon conversion of another security, clearly identify that other security)

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: 22 July 2016 (Company secretary)

Martijn Bosboom

Print name: .........................................................

+ See chapter 19 for defined terms.