PERSEUS MINING LIMITED — Share Issue/Capital Change 2016

Jun 30, 2016

1 July 2016

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Correction of 3B

Perseus Mining Limited (ASX/TSX: PRU) advises that the total number of issued shares in section 8 of the Appendix 3B released on 30 June 2016 was understated by 3,240. A corrected 3B is attached.

To discuss any aspect of this announcement, please contact:

Company Secretary:

Martijn Bosboom at telephone +61 6144 1700 or email martijn.bosboom@perseusmining.com (Perth)

1

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 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 to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Listed fully paid ordinary shares (Shares)
	In accordance with the ASX announcement dated 23 June 2016:  122,317,939 Shares have been issued pursuant to the placement (Placement); and  66,243,194 Shares have been issued pursuant to the institutional component of the pro-rata accelerated non-renounceable entitlement offer (Entitlement Offer). Approximately 15,400,000 Shares are proposed to be issued pursuant to the retail component of the Entitlement Offer (subject to reconciliation of shareholder entitlements and rounding). In addition to the above, 639,153 Shares have been issued pursuant to the exercise of warrants.

• See chapter 19 for defined terms.

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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) 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)	Fully paid ordinary shares are issued on the same basis as all other existing fully paid ordinary shares.
	Yes, the Shares will rank equally in all respects with the existing quoted fully paid ordinary shares of Perseus.
	Shares issued pursuant to the Placement and institutional component of the Entitlement Offer: $0.50 Shares issued pursuant to the exercise of warrants:$0.44
	In relation to the Shares issued under the Placement and Entitlement Offer, proceeds are to be used:  to provide the equity funding component of development capital for the Sissingué Gold Project;  to complete the Definitive Feasibility Study at the recently acquired Yaouré Gold Project including a 42,000m drilling program plus pre-development costs; and  for working capital, exploration and general corporate purposes to ensure continued balance sheet strength and flexibility during a period of increased growth spend. The remainder of the Shares are issued due to the exercise of warrants.

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6a Is the entity an+eligible entity that has obtained security holder 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 7 Issue Dates	No
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	Placement and Entitlement Offer to institutional shareholders – 1 July 2016

• See chapter 19 for defined terms.

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Entitlement Offer to retail shareholders – 25 July 2016 Exercise of warrants – 30 June 2016

8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	~~+~~Class
	After completion of the Placement and institutional component of the Entitlement Offer and issue of Shares following the exercise of warrants, there will be 1,004,653,217 Shares on issue. After completion of the retail component of the Entitlement Offer, there will be approximately 1,020,053,217 Shares on issue (subject to reconciliation of shareholder entitlements and rounding).	Ordinary fully paid shares (PRU)
	Number	+Class
	142,404,331 3,812,500 1,500,000	Warrants to subscribe for ordinary shares at an exercise price of A$0.44. Each Warrant is exercisable at A$0.44 each on or before 19 April 2019. Performance Rights converting to fully paid ordinary shares on a 1 for 1 basis on satisfaction of specified conditions, with a vesting and measurement period ending 31 December 2016. Performance Rights converting to fully paid ordinary shares on a 1 for 1 basis on satisfaction of

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	5,525,000 500,000	specified conditions, half of which with a vesting and measurement period ending 30 June 2016 and half of which with a vesting and measurement period ending 31 December 2017. Performance Rights converting to fully paid ordinary shares on a 1 for 1 basis on satisfaction of specified conditions, with a vesting and measurement period ending 30 June 2017. Performance Rights converting to fully paid ordinary shares on a 1 for 1 basis on satisfaction of specified conditions, with a vesting and measurement period ending30 June 2018.
	No plans to pay dividends at this stage.

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	No.
	Non-renounceable.
	1 new share for every 10 shares held on the record date.
	Fully paid ordinary shares.

• See chapter 19 for defined terms.

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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 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	9:00PM AEST Thursday 23 June 2016.
	No.
	Fractional entitlements will be rounded up to the nearest whole number of shares.
	For the retail component of the Entitlement Offer all countries other than Australia and New Zealand. For the institutional component of the Entitlement Offer all countries other than Australia, New Zealand, Canada, Germany, Switzerland, Mauritius, Hong Kong, Spain, Singapore, France, Luxembourg, Malaysia, the United Kingdom and the United States.
	Entitlement Offer to institutional shareholders – 22 June 2016. Entitlement Offer to retail shareholders – 15 July 2016.
	N/A
	N/A
	N/A
	N/A
	N/A
	No Prospectus is required. A Retail Entitlement Offer Booklet and Entitlement and Acceptance form was sent to Eligible Retail Shareholders on 27 June 2016.

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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 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	The issue date for the institutional component of the Entitlement Offer is 1 July 2016. 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

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• See chapter 19 for defined terms.

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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 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

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• 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)

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.

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• See chapter 19 for defined terms.

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• 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: 1 July 2016 (Company secretary) Martijn Bosboom Print name: ......................................................... == == == == ==

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