PERSEUS MINING LIMITED — Share Issue/Capital Change 2018

Nov 26, 2018

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	24,921Shares have been issued pursuant to theexercise of warrants.
3	Principaltermsofthe+securities(eg,ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	Fully paid ordinaryshares are issued on thesame basis as all other existing fully paidordinary shares.
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

+ See chapter 19 for defined terms.

	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	0.44 per Share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Exercise of warrants
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	No
6b	The date the security holderresolution under rule 7.1A waspassed	N/A
6c	Number of +securities issuedwithoutsecurityholderapproval under rule 7.1	N/A
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	N/A
6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval	N/A

(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

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
1,034,951,530	Ordinaryfullypaidshares (PRU)
Number	+Class
129,995,617	Warrants to subscribefor ordinary shares atan exercise price ofA$0.44.Each Warrant isexercisable at A$0.44each on or before 19April 2019.
5,000,000	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis on

N/A

N/A

N/A

N/A

7 Issue Date 27 November 2018

• See chapter 19 for defined terms.

	satisfaction ofspecified conditions,with a vesting andmeasurement periodending 31 December2018.
866,666	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting andmeasurement periodending 30 June 2019.
10,741,668	Performance Rightsconverting to fullypaid ordinary shareson a 1 for 1 basis onsatisfaction ofspecified conditions,with a vesting andmeasurement periodending 30 June 2020.

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 non
	renounceable?
13	Ratio in which the +securitieswill be offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermine
	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.

• 19 Closing date for receipt of acceptances or renunciations
• 20 Names of any underwriters

Cross reference: rule 7.7.

• 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
• 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

• See chapter 19 for defined terms.

itlements
which the $ $

27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do +security holders selltheir entitlements in full througha broker?
31	How do +security holders sellpartoftheirentitlementsthrough a broker and accept forthe balance?
32	How do +security holders disposeof their entitlements (except bysale through a broker)?
33	+Issuedate

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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 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)
38	Number of securities for which+quotation is sought
39	Class of +securities for whichquotation is sought
40	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interest

not rank equally, other than in relation to the next dividend, distribution or interest payment

• the extent to which they do

payment

+ See chapter 19 for defined terms.

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: 27 November 2018 (Company secretary)

Martijn Bosboom

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

== == == == ==

+ See chapter 19 for defined terms.