1

Capital Raising to Fund Growth

20 June 2016

Jeff Quartermaine

Managing Director & CEO

ASX/TSX: PRU www.perseusmining.com Not for release or distribution in the United States

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Cautionary Statements

Nature of this document This presentation has been prepared by Perseus Mining Limited (Perseus or Company). This presentation has been prepared in relation to a proposed accelerated pro rata non-renounceable entitlement offer (Entitlement Offer) and institutional

placement (Placement together with the Entitlement Offer, the Equity Raising) of new shares to be made under section 708AA (as modified by ASIC Corporations Instruments 2016/73 and 2016/84) and section 708A of the Corporations Act 2001

(Cth) (Corporations Act). The Entitlement Offer will be made to eligible institutional shareholders and eligible retail shareholders of Perseus.

The purpose of this presentation is to provide general information about Perseus. Unless otherwise stated herein, the information in this presentation is based on Perseus’s own information and estimates. This presentation does not purport to be

complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Perseus or that would be required in a prospectus or product disclosure statement prepared in accordance with the

requirements of the Corporations Act. This presentation should be read in conjunction with Perseus’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au. In attending this

presentation or viewing this document you agree to be bound by the following terms and conditions.

Not an offer This presentation is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This presentation is for information purposes only and is not an invitation or

offer of securities for subscription, purchase or sale in any jurisdiction. Any decision to purchase new shares must be made on the basis of each investor’s own investigations and inquiries into the Company on the basis of the information to be

contained in the offer document to be prepared and issued to eligible investors and a review of Perseus’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au.

The retail offer booklet for the retail component of the Entitlement Offer will be available following its lodgement with ASX. Any eligible retail shareholder who wishes to participate in the retail entitlement offer should consider the retail offer

booklet and Perseus’s other periodic and continuous disclosure announcements in deciding to apply for new shares under that offer. Any eligible shareholders of Perseus with a registered address in Australia or New Zealand who wishes to apply

for new shares under the retail entitlement offer will need to apply in accordance with the instructions contained in the retail offer booklet and the entitlement and application form.

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The new shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S.

Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States or to persons that are acting for the account or benefit of persons in the United

States, unless they have been registered under the U.S Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws.

This presentation and its contents must not be distributed, transmitted or viewed by any person in the United States or any jurisdiction where the distribution, transmission or viewing of this document would be unlawful under the securities or

other laws of that or any other jurisdiction. See Appendices – International Offer Restrictions.

Not financial product advice This presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire new shares and does not and will not form any part of any contract for the acquisition of new

shares. Recipients of this presentation should carefully consider whether the new shares to be issued by the company are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position.

This presentation does not take into account the individual investment objectives, financial situation and particular needs of each investor or shareholder. You may wish to seek independent financial and taxation advice before making any decision

in respect of this presentation. Neither Perseus nor any of its related bodies corporate is licensed to provide financial product advice in respect of Perseus’s securities or any other financial products.

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Cautionary Statements

Disclaimer No representation or warranty, express or implied, is made by Perseus that the material contained in this presentation will be achieved or prove to be correct. Except for statutory liability which cannot be excluded, each of Perseus, its directors,

officers, employees, advisers and agents expressly disclaims any responsibility for the accuracy, fairness, sufficiency or completeness of the material contained in this presentation, or any opinions or beliefs contained in this presentation, and

excludes all liability whatsoever (including in negligence) for any loss or damage which may be suffered by any person as a consequence of any information in this presentation or any error or omission there from. To the maximum extent permitted

by the law, Perseus disclaims any obligation to update or keep current the information contained in this presentation or to correct any inaccuracy or omission which may become apparent, or to furnish any person with any further information. Any

opinions expressed in the presentation are subject to change without notice.

Determination of eligibility of shareholders for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry

constraints and the discretion of Perseus and/or the Lead Manager. Each of Perseus and the Lead Manager and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the

exercise or otherwise of that discretion, to the maximum extent permitted by law.

Macquarie Capital (Australia) Limited is acting as Lead Manager of the Equity Raising. Macquarie Capital (Australia) Limited has not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this presentation and

there is no statement in this presentation which is based on any statement made by it or by any of its affiliates, officers or employees. To the maximum extent permitted by law, Macquarie Capital (Australia) Limited and each of its affiliates, officers,

employees and advisers expressly disclaim all liabilities in respect of, and make no representations regarding, and take no responsibility for, any part of this presentation other than references to their name and make no representation or warranty

as to the currency, accuracy, reliability or completeness of this presentation.

Without prejudice to the operation of the co-lead manager agreement, Arlington Group Asset Management Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Perseus and no one else

in connection with the offering and will not be responsible to any person other than Perseus for providing the protections afforded to clients of Arlington for providing advice in connection with the offering or any other matter referred to herein.

Forward-Looking Statements This presentation contains forward-looking information which is based on the assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected

developments, as well as other factors that management of the Company believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Assumptions

have been made by the Company regarding, among other things: the price of gold, continuing commercial production at the Edikan Gold Mine (EGM) without any major disruption, development of a mine at the Sissingué Gold Project, the timely

receipt of required governmental approvals, the accuracy of capital and operating cost estimates, the completion of a feasibility study for the Yaouré Project on its exploration and development activities, the ability of the Company to operate in a

safe, efficient and effective manner and the ability of the Company to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have

been used by the Company. Although management believes that the assumptions made by the Company and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will

prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any

anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual market price of gold, the actual results of current exploration, the actual results of

future exploration, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. Readers should not place undue reliance on forward-looking information. Perseus

does not undertake to update any forward-looking information, except in accordance with applicable securities laws. This presentation contains forward-looking information in respect of EGM’s forecast production and All-In Site Costs for the

mine, which updates and supersedes the forward-looking information in relation to production and All-In Site Costs provided in the Company’s updated Life of Mine Plan for the EGM which was released on 19 April 2016 and the Investor

Presentation released on 20 April 2016.

ASX Listing Rule and National Instrument 43-101 Compliance Note The information in this presentation in relation to the Mineral Resource for the EGM deposits was first reported by the Company in compliance with the JORC Code 2012 in market announcements released on 27 August 2014, 4 September 2014,

20 April 2015 and updated in its 2015 Financial Statements released on 31 August 2015 and a market release on 19 April 2016. The information in this presentation in relation to the EGM Ore Reserves which were first reported by the Company in

compliance with the JORC Code 2012 in a market announcement released on 20 April 2015 and updated in its 2015 Financial Statements released on 31 August 2015 and a market release on 19 April 2016. The Company confirms that it is not

aware of any new information or data that materially affects the information in those market announcements and that all material assumptions and technical parameters underpinning the estimates in those market announcements continue to

apply and have not materially changed.

The information in this presentation that relates to Mineral Resources and Ore Reserves for the Sissingué Gold Project (SGP) was first reported by the Company in compliance with the JORC Code 2012 in a market announcement released on 21

April 2015. The Company confirms that it is not aware of any new information or data that materially affects the information in that market announcement and that all material assumptions and technical parameters underpinning the estimates in

those market announcements continue to apply and have not materially changed.

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All production targets for the EGM and the SGP referred to in this presentation are underpinned by estimated Ore Reserves which have been prepared by competent persons in accordance with the requirements of the JORC Code. The Company

confirms that all material assumptions underpinning those production targets, or the forecast financial information derived from those production targets, in the market releases dated 19 April 2016 (EGM) and 21 April 2015 (SGP) continue to apply

and have not materially changed. Refer “Technical Report — Central Ashanti Gold Project, Ghana” dated 30 May 2011 and “Technical Report — Sissingué Gold Project, Côte d’Ivoire” dated 29 May 2015. Steffen Brammer and Paul Thompson, each

of whom is a Qualified Person as defined in NI 43-101 and an employee of the Company, have approved the inclusion of technical and scientific information in this presentation.

Yaouré

All information in this presentation concerning the Yaouré Gold Project (YGP) are reported as Foreign Estimates as defined in the ASX Listing Rules in accordance with ASX Listing Rules 5.12.1 to 5.12.10 and as Historical Estimates as defined

Canadian National Instrument 43-101 (NI 43-101) under NI 43-101. The Foreign Estimates and Historical Estimates are together referred to as “Estimates“. The Estimates for the YGP have been sourced from the following report in accordance with

NI 43-101: Technical Report and Prefeasibility Study of the YGP, Côte d’Ivoire. Document No 1494400100-REP-R0001-01 from 14th May 2015.

The Estimates have been classified as Inferred, Indicated and Measured under NI 43-101. The classification categories are considered by the Company to be equivalent to the JORC categories of the same name (JORC 2012), thus the NI 43-101

compliant estimates are considered “qualifying foreign estimates“ for the purposes of the ASX Listing Rules. The Company has reviewed the relevant Technical Reports for the YGP and believes the foreign estimates were conducted in a

professional and competent manner and are relevant for purposes of the Company's decision regarding these properties. However, neither the Company nor its qualified persons have completed the work necessary to verify the Estimates and the

estimates should not be relied upon.

The Estimate for the YGP deposit is material to Perseus. The Mineral Resource Estimate is based on Reverse Circulation (RC) and diamond core (DD) drill holes, conducted by Amara Mining plc (Amara) since 2005. Drill holes were nominally spaced

at 50x50m over the entire prospect,. A total of 630 RC holes for 59,096.65m and 405 DD holes for 116,383.35m were drilled. Resource wireframes were generated by combining manually digitzed sectional polygons. A standard block model was

created with 12.5x12.5x10m parent block size and grade estimation was performed using a combination of Ordinary Kriging (OK) and Cubed Inverse Distance (ID³) algorithms, both with top-cuts applied.

The oxides of the YGP deposits have been partly mined in open pit heap leach operations by the Compagnie Minière d’Afrique (CMA) between 1999 and 2003, and between 2008 and 2011 by Amara. Historic data from drilling prior to 2005, and

grade control data from the mining operations were not included in the Mineral Resource Estimate. The depletion due to mining by CMA and Amara, as well as backfilling of the historic CMA open pits have been taken into account.

Mineralogical and metallurgical test work was carried out on several ore types at variable grades. Investigations indicated that the ores are free milling and non-refractory at a grind size of approximately P80 = 75 μm. The ore is hard and amenable

to direct cyanidation, with an overall gold recovery of approximately 90%.

Open pit mining using conventional drill and blast methods was adopted taking into consideration oxide and fresh material. Pits were optimised and then designed in staged cutbacks. Suitably sized mining equipment was adopted with total

material movement determined based on the plant throughput rate with an elevated cut-off strategy in the early years of production to maximise grade. Owner mining was adopted.

The process plant was designed for a 6.5Mt/a capacity. The flowsheet comprised a gyratory crusher, SAG mill, ball mill, gravity concentration, thickeners, agitated leach tanks, CIP circuit, elution and electrowinning to produce doré gold bars for

refining.

Infrastructure was designed to match the overall mining and processing rates, including tailings storage facility, power and water supply, camp, offices, workshops and roads. Cost estimates were completed to +/-25%. A $1,250/oz gold price was

used in the evaluation.

Additional Information

A statement was made by Amara on 26 February 2016 updating the Mineral Resource and Ore/Mineral Reserve at the YGP. An incomplete draft technical report was available to Perseus, but a fully compliant NI 43-101 document had not been

completed. Therefore the May 2015 NI 43-101 technical report is the basis of the Estimate.

Cautionary Statements

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Future Work

Perseus intends to complete a feasibility study on the YGP including a NI 43-101 technical report as soon as possible, with completion expected 12-15 months from commencement in April 2016. The feasibility will be focussed on increasing

geological information by carrying out closer spaced drilling in targeted areas than has been completed historically. Also significant additional metallurgical testwork will be carried out, with a specific focus on comminution. The new information

will be used to better define controls on mineralisation and thereby determine the tonnes and grade of the deposit with greater reliability and develop a geometallurgical model. The mining method for the deposit can then be optimised along

with the mining and processing rates. The process plant design and associated infrastructure will then be finalised. Quotes will be sought from suitably experienced mining contractors to fully evaluate the option of contract mining compared to

owner mining. The feasibility will be funded from funds from the Equity Raising.

Cautionary statement

The Estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified person has not completed sufficient work to classify the Estimates as current mineral resources or ore reserves in accordance with

the JORC code and the Company is not treating the Estimates as current. It is uncertain that following evaluation and/or further exploration work the Estimates will be able to be reported as mineral resources or ore reserves in accordance with the

JORC Code.

US investors should note that while the Company's reserve and resource estimates comply with the JORC Code, they may not comply with Industry Guide 7, which governs disclosures of mineral reserves in registration statements filed with the US

Securities and Exchange Commission. In particular, Industry Guide 7 does not recognise classifications other than proven and probable reserves and, as a result, the SEC generally does not permit mining companies to disclose their mineral

resources in SEC filings. You should not assume that quantities reported as “resources” will be converted to reserves under the JORC Code or any other reporting regime or that the Company will be able to legally and economically extract them.

Competent Persons/Qualified Person Statement

The information in this presentation that relates to the reporting of Yaouré Mineral Resource Foreign Estimates is provided under ASX listing rules 5.12.2 to 5.12.7 and under Canadian National Instrument 43 101 (NI 43-101) and is an accurate

representation of the available data and studies for those projects based upon information compiled and Historical Estimates by Mr Steffen Brammer, who is Member of The Australasian Institute of Mining and Metallurgy. Mr Steffen Brammer is an

employee of the Company. Mr Steffen Brammer has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as

defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ and as a Qualified Person as defined in NI 43-101. Mr Steffen Brammer consents to and has approved inclusion in the

report of the matters based on his information in the form and context in which it appears.

The information in this presentation that relates to the reporting of Yaouré Mineral Reserve Foreign Estimates and Historical Estimates is provided under ASX listing rules 5.12.2 to 5.12.7 and under NI 43-101 and is an accurate representation of the

available data and studies for those projects based upon information compiled by Mr Paul Thompson, who is Fellow of The Australasian Institute of Mining and Metallurgy. Mr Paul Thompson is an employee of the Company and has sufficient

experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting

of Exploration Results, Mineral Resources and Ore Reserves’ and a Qualified Person as defined in NI 43-101. Mr Paul Thompson consents to and has approved inclusion in the report of the matters based on his information in the form and context

in which it appears.

Cautionary Statements

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Executive Summary

Note:

1 Raising size shown in US$ for illustrative purposes at an assumed A$/US$ exchange rate of 0.74

2 An assumed A$/US$ exchange rate of 0.74 used to convert from US$ to A$ values

3 Based on current life of mine plans and a gold price of US$1,200/ounce

4 Based on Perseus’s current estimates of Yaouré which may change as a result of the DFS

Perseus is undertaking an equity raising of up to approximately A$102 million (US$75 million)

● Institutional placement to raise up to A$61 million (US$45 million)1

● A pro-rata 1 for 10 accelerated non renounceable entitlement offer to raise up to approximately A$41 million (US$30 million)1

● The company has also mandated Macquarie Bank and BNP Paribas to provide a Sissingué project debt facility of US$60 million which, when combined with the expected equity raising proceeds, will result in the company being fully funded to complete the development of the Sissingué Gold Project

– Bank technical due diligence is underway, site visits have been undertaken

– Credit approval and documentation is anticipated in the coming months with draw down to follow

● Post the development of Sissingué, Perseus will have two cash flow positive3, geographically diversified, operating mines and expects to be well placed to fund Yaouré4 from internal cash flows and/or future debt facilities

Application of funds raised under the Offer A$m2 US$m

Equity funding component of development capital for the Sissingué Gold Project 54 40

Definitive Feasibility Study at the recently acquired Yaouré Gold Project including 42,000m drilling programme, plus pre-

development costs 22 16

For working capital, exploration and general corporate purposes to ensure continued balance sheet strength during a period

of increased growth spend 26 19

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Equity Raising Overview

Offer Size & Structure

● Equity Raising to raise up to approximately A$102 million (US$75 million), comprising:

– A 15% institutional placement to raise up to approximately A$61 million (US$45 million) (Placement); and

– A 1 for 10 pro-rata accelerated non-renounceable entitlement offer to existing shareholders1 to raise up to

approximately A$41 million (US$30 million) (Entitlement Offer)

● Approximately 203.9 million new Perseus shares (New Shares) to be issued, representing ~25% of existing issued

capital

● The Placement shares will not be entitled to participate in the Entitlement Offer

● Perseus reserves the right to place any shortfall shares under the retail component of the Entitlement Offer

Offer Pricing

● Offer price of A$0.50 per New Share, which as at 20 of June 2016 on the ASX represents a:

– 9.4% discount to TERP2 of A$0.552

– 11.5% discount to the last closing price of A$0.565

– 14.3% discount to the 5 day VWAP of A$0.583

Timing ● Placement and the institutional component of the Entitlement Offer to be conducted from 20 June to 22 June 2016

● Retail component of Entitlement Offer to open on 27 June 2016 and close on 15 July 2016

Ranking ● New Shares issued under the Equity Raising will rank equally with existing shares on issue

Syndicate ● Lead Manager and Bookrunner: Macquarie Capital (Australia) Limited

● Co-lead Manager (Europe): Arlington Group Asset Management Limited

Note: Raising size shown in US$ for illustrative purposes at an assumed A$/US$ exchange rate of 0.74

1. As at the record date of 23 June 2016

2. The Theoretical Ex-Rights Price (TERP) is the theoretical price at which Perseus shares should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which shares

trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equate to TERP. The TERP includes New Shares to be issued under the Placement.

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Timetable

Time / Date (AEST1 unless otherwise stated)

Trading halt and announcement of Equity Raising Aftermarket, Monday, 20 June 2016

Placement and Institutional Entitlement Offer book build opens 5:30pm, Monday, 20 June 2016

Placement and Institutional Entitlement Offer book build closes 12:00pm, Wednesday, 22 June 2016

Trading halt lifted and trading resumes on an “ex-entitlement” basis Thursday, 23 June 2016

Record Date for determining Eligible Shareholders under the Entitlement Offer 9:00pm, Thursday, 23 June 2016

Retail Entitlement Offer opens and Retail Offer Booklets despatched Monday, 27 June 2016

Settlement of New Shares issued under the Placement and Institutional Entitlement Offer Thursday, 30 June 2016

Allotment and normal trading of New Shares issued under Placement and Institutional Entitlement offer Friday, 1 July 2016

Retail Entitlement Offer closes 5:00pm, Friday, 15 July 2016

Allotment of New Shares issued under the Retail Entitlement Offer Monday, 25 July 2016

Despatch of holding statements and normal trading of New Shares issued under Retail Entitlement Offer Tuesday, 26 July 2016

Note: The above timetable is indicative only and subject to variation. Perseus and the Lead Manager reserve the right to alter the timetable at their discretion and without notice, subject to ASX Listing Rules

1. AEST refers to Australian Eastern Standard Time

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Sources and Uses (15 months from 31 March 2016 to 30 June 2017)

Note:

1. Values in Sources and Uses table have been rounded to whole numbers

2. Cash excluding bullion as at 31 March 2016. A$ cash converted to US$ at A$/US$ rate of 0.7670 as at 31 March 2016. An assumed A$/US$ exchange rate of 0.74 used to convert from US$ to A$ value for figures excluding the 31 March 2016 cash balance

3. Potential for further proceeds of up to A$62.9 million (US$46.5 million) from the exercise of Perseus’s 2019 warrants which provides further balance sheet flexibility – each warrant is exercisable at A$0.44

4. Assumes Edikan broadly cashflow neutral during FY17 at US$1,200 per ounce gold price in accordance with updated Edikan LOMP announced 19 April 2016

Sources1,2 A$m US$m Uses1,2 A$m US$m

Cash on hand (as at 31 March 2016)2 66 51 Development of Sissingué Gold Project 135 100

Equity Raising 102 76 Amara acquisition related costs – June Quarter 2016 9 7

Debt Facility 81 60 Yaouré Definitive Feasibility Study including 42,000m drilling

programme, plus pre-development costs 22 16

Edikan working capital requirements - June Quarter 2016 19 14

Edikan access to mining areas, plant upgrade, tailings – FY17 30 21

Exploration, Evaluation and Business Development 13 10

Remaining cash available for working capital, financing costs and

general corporate purposes 21 19

Total Sources 249 187 Total Uses 249 187

The Offer, combined with existing cash and proposed debt facility anticipated to fund Perseus’s growth capital until mid-2017, following which Edikan and Sissingué (once in production) expected to be strongly cashflow positive at current gold prices

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Debt Funding Update

• Perseus has mandated Macquarie Bank and BNP Paribas to provide a term debt facility of US$60 million on a 50/50 basis

– Continues Perseus’ banking relationship with Macquarie Bank who financed Edikan

– Bank technical due diligence underway, site visits have been undertaken

– Credit approval and completion of documentation is anticipated in the coming months with drawdown to follow

– Indicative term sheet commercially agreed including requirement for 100,000 ounces of hedging at US$1,200 per ounce or higher

• Macquarie Bank has extended an early hedging line of 100,000 ounces to Perseus Mining Limited, 50,000 ounces of gold forwards have been sold so far at US$1,307.45 per ounce. This greatly reduces the price risk on finalising the finance

• Assuming the successful completion of the Equity Raising, and debt drawdown, Perseus does not intend to arrange any mezzanine debt finance for Sissingué as previously indicated

• Combining the Macquarie Bank/BNP Paribas debt with US$40 million of proceeds expected from the Equity Raising, the estimated cost of construction of the Sissingué Gold Mine will be fully financed

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Market Metrics

Key Information Pre-Placement and Entitlement Offer

Post-Placement and Entitlement Offer3

Share price (A$) 0.565 n/a

Shares outstanding (m) 815.5 1019.34

Warrants outstanding (m)1 143 143

Market capitalisation (A$m) 461 5635

Cash (A$m)2 66 1686

Debt (A$m)2 - -

Enterprise value (A$m) 394 394

Note: Market data as at 20 June 2016

1. 143,050,770 warrants were issued as part of the Amara acquisition consideration. Each warrant is exercisable at $0.44 on or before 19 April 2019. If all remaining 143,043,484 warrants outstanding are exercised (7,286 warrants

have already been exercised) Perseus will receive ~A$62.9m / US$46.5m assuming A$/US$ exchange rate of 0.74

2. Cash and debt as at 31 March 2016, A$ cash converted to US$ at A$/US$ rate of 0.7670 as at 31 March 2016

3. Pro forma assumes Equity Raising gross proceeds (pre raising costs) of A$100m

4. Existing shares on issue plus ~122.3m new shares issued as part of the Placement and ~81.5m new shares issued as part of the Entitlement Offer

5. Theoretical pro forma market capitalisation assumes pre-Placement and Entitlement Offer market capitalisation plus Placement and Entitlement Offer proceeds

6. Includes 31 March 2016 cash of A$66.3m plus assumed Equity Raising proceeds (pre raising costs)

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Investment Highlights

A proven developer/operator led by an experienced management team with a clear strategic plan to improve total shareholder returns

Successful diversified West African gold producer, developer and explorer: • Producing Edikan Gold Mine, LOMP envisages average production of 222,000 ounces per annum at

US$865 per ounce AISC1 over 7.5 years providing substantial leverage to the gold price

Strong growth profile: • Sissingué Project, full scale development approved subject to financing, planned 75,000 ounces per

annum at US$632 per ounce AISC • Yaouré Project, under full DFS, development decision in c.24 months

Enhanced balance sheet to fund growth: • Sissingué to be fully funded post successful completion of the Equity Raising and debt draw down3 • Perseus expects to be in a strong position to fund future growth from internal cash flows and/or debt4

Significant Mineral Resource inventory2: • 6.0Moz of M&I Mineral Resources, including 2.7Moz of P&P Ore Reserves (Edikan and Sissingué) , plus

5.2Moz of M&I Mineral Resources, including 3.2Moz of P&P Ore Reserves (Yaouré) (See cautionary Statement below)

Debt

*Cautionary statement: These estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified person has not completed sufficient work to classify these estimates as current

mineral resources or ore reserves in accordance with the JORC code and the Company is not treating these estimates as current. It is uncertain that following evaluation and/or further exploration work these estimates will

be able to be reported as mineral resources or ore reserves in accordance with the JORC Code. For further information regarding the treatment of these estimates, the reader is referred to slides 3 and 5

1. All In Site Costs (AISC) include all production costs, royalties, development costs and sustaining capital

2. Ore Reserve and Mineral Resource figures given on 100% basis. Please refer to the Appendix of this presentation for further details regarding Perseus’s Mineral Resources and Ore Reserve

3. Subject to relevant bank credit approval and completion of debt facility documentation which is anticipated in the coming months

4. At current gold prices and based on current production estimates, current expectations around other operational parameters, and Perseus’s current estimates of Yaouré which may change as a result of the DFS

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Our Strategy for Creating Value for Shareholders

Generate optimal

shareholder value

through staged

development of

multiple quality

gold assets

Drive increased

productivity at Edikan

through further

optimisation and

focussed capital

investment

Unlock the value of our

growth assets, Yaouré

and Sissingué by

bringing to production

quickly and efficiently

Finance growth through

the prudent use of debt

to supplement existing

cash and future cash

flows

Leverage the skills and

experience of our

operating team and

Board to deliver

successful outcomes

Mitigate geopolitical

risks through multi

country projects and

excellent long term in-

country relationships

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Yaouré

Sissingué

A Diversified West African Development and Operational Portfolio²

Our Locations Assets Overview

Edikan

• Large scale gold mine in production since

early 2012

• LOM avg. production 222,000 ounces over a

7.5 year life, and AISC of $US865 per ounce

• AISC anticipated to decline from US$1,300-

1,400 per ounce in FY16 to US$1,207 per

ounce in FY17 and US$996 per ounce in FY18

per LOMP

• DFS now commenced on the project for

completion by June 2017 quarter

• Potential for large scale, long life, low cost

production

• Development ready (capex US$100 million)

• LOM production 75,000 ounces per annum

over a 5 year life and AISC of $US632 per

ounce

• First gold anticipated by the December

2017 quarter

Yaouré (90%)1

M&I Mineral

Resource: 5.2Moz

Ore Reserve: 3.2Moz

(See cautionary statement below)

Sissingué (86%)1

M&I Mineral Resource: 0.9Moz

Ore Reserve: 0.4Moz

Edikan (90%)1

M&I Mineral Resource: 5.1Moz

Ore Reserve: 2.3Moz

*Cautionary statement: These estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified person has not completed sufficient work to classify these estimates as current mineral resources or ore reserves in

accordance with the JORC code and the Company is not treating these estimates as current. It is uncertain that following evaluation and/or further exploration work these estimates will be able to be reported as mineral resources or ore reserves in

accordance with the JORC Code. For further information regarding the treatment of these estimates, the reader is referred to slides 3 to 5. 1 Note: Ore Reserve and Mineral Resource figures given on 100% basis. Please refer to the Appendix of this presentation for further details regarding Perseus’s Mineral Resources and Ore Reserves

² Baomahun and Grumesa Projects not included in portfolio as not currently scheduled for development

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Edikan Gold Mine: The flagship of the company

• Material improvements in operation since 2015 including:

Decreased unit mining and processing costs

Improved operating efficiency

Overcame power supply issues with additional generating capacity and third party deals

Modifying plant to reduce bottlenecks and unscheduled downtime

Overview

• Open pit gold mine in southern Ghana in operation for over 4 years

• Average gold production of 222,000 ounces pa estimated over the remaining 7.5 year life

• Average AISC over LOMP estimated at US$865 per ounce, significantly lower than current levels which reflect substantial capital investment

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Edikan June Quarter 2016 – Interim Update

Remedial actions to bring production back on track

Implemented rigorous grade control practices suited to geological conditions

Mined through transitional zone to access fresh ore

Increased emphasis on planned maintenance

June 2016 Half Year guidance

In late April 2016, June 2016 Half Year guidance revised to 75,000-90,000 ounces and full year to 152,000-167,000 due to:

× Lower than anticipated reconciliation between Resource model and mill grades

× Limited fresh ore available from eastern pits due to unexpected depth of weathering

× Reduced runtime due to unscheduled maintenance shutdowns

Update

Progressive improvement in key operating parameters including head grade, throughput, run time and daily gold production

FY2016 gold production guidance affirmed at the lower end of guided range at 152,000-157,000 ounces

FY2016 AISC expected to be towards upper end of guidance range of US$1,300-US$1,400 per ounce, given lower production and fixed nature of key costs

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Edikan – the way forward

Current LOMP envisages a material increase in gold production in FY2017 compared to FY2016 with the increase in production weighted towards the second half of FY2017 as grades improve

Mining to progressively transition from Fetish and Chirawewa to Esuajah North, which is forecast to become the main ore source by the December 2016 quarter

Relocation housing investment capital forecast to be largely completed by the December 2016 quarter

Two week planned shutdown in October 2016 factored into forecasts and will see the tie in of all the plant improvements and is expected to result in reduced operating costs and increased mill availability

Grades forecast to increase significantly in June 2017 half, increasing production

Notes:

1. Production costs reflect All-In Site Costs excluding sustaining capital

2. All-In Site Costs (AISC) include all production costs (including royalties), and sustaining capital

Parameter Units Guidance FY2017 2017 per LOMP

Dec 16 Half Jun 17 Half Full Year Full Year

Gold Production ‘000 ounces 80-100 125-145 205-245 226

Production costs1 $US per ounce 1,145-1,420 950-1,080 1,030-1,210 1,115

All-In Site Costs2 $US per ounce 1,285-1,595 995-1,135 1,110-1,325 1,207

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800

1,000

1,200

1,400

1,600

1,800

2,000

All in site cost (US$/oz)

Production cost Sustaining capital

-

5,000

10,000

15,000

20,000

25,000

30,000

Gold Production (ounces)

Plant upgrade shutdown

Based on current LOMP significant improvements to production and AISC are expected post plant upgrade in October 2016

Progressive improvement expected over the course of FY2017

0.00

0.30

0.60

0.90

1.20

1.50

Head Grade (g/t)

-

2.0

4.0

6.0

8.0

10.0

Strip ratio (t:t)

Note: Charts present LOMP outputs for FY2017 and are forward looking estimates.

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Edikan: Short term spend for long term gain1

Intensive re-investment through to December 2016 including

• Facilities required to access to all mining areas/mining infrastructure

• Processing infrastructure (including plant improvements and power station)

• Waste Stripping

• Tailings Dam Lift

• All capital investment included in All-In Site Cost

1. Forecast spend to the end of FY18

Edikan Capital Investment ($USM) JuneQ16 FY17 FY18 Total

Access to all Mining areas/mining infrastructure 4.5 10.5 0 15.0

Processing infrastructure (including plant improvements) 6.7 7.4 2.0 16.1

Tailings Dam Lift 2.7 2.5 2.9 8.1

Other 0.2 0.5 0.5 1.2

Total Capital 14.1 20.9 5.4 40.4

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Edikan: Expected Strong Cash Generation from FY2018 Onwards

Updated Life of Mine Plan – released 19 April 2016

• 7.5 years of production from 1 July 2016

• Average annual production of 258,000 ounces for 5 years from FY2017, with average annual gold production over life of mine of 222,000 ounces

• Average All-In Site Cost of US$865 per ounce over LOMP

• Material reduction in sustaining capital compared to previous life of mine plan

Medium Term Expectations based on current LOMP Units FY17 FY18

Gold Production ‘000 ounces 226 282

All-In Site Costs1 US$ per ounce 1,207 996

1. All-In Site Costs (AISC) include all production costs (including royalties), development costs and sustaining capital

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Sissingué Gold Project: Near Term Growth

Overview

• Development ready project in northern Côte d’Ivoire

• Ore Reserves of 0.43Moz of gold (5.5Mt at 2.4g/t)

• Forecast average annual production of 75,000 ounces at a LOM All-In Site Cost of US$632 per ounce

• Capital payback estimated within 32 months based on US$1,200 per ounce gold price

• Expected mine life of 5.25 years with potential to extend

• Permitting complete and fiscal stability agreement guaranteed by the government

Project Timeline

• Finalise debt and equity funding

• Commence full scale development of the mine and associated infrastructure once funding is finalised

• First gold production expected by the December 2017 quarter

1. Post tax number

1

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Yaouré Gold Project: Medium Term Growth

Overview

• DFS stage development project in central Côte d’Ivoire

• Measured and Indicated Mineral Resources of 5.2Moz (104.1Mt at 1.54g/t)* (see cautionary statement below)

• Potential for large scale, long life, low cost production

• Ideally located with excellent existing infrastructure

Next Steps

• 42,000 metre drilling programme planned – expected to commence in September quarter 2016

• Definitive Feasibility Study (DFS) underway to be complete by June 2017 quarter

• Completion of DFS, financing, Mining Convention, and execution plan estimated at 24 months

• Construction period estimated at 18 months *Cautionary statement: These estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified person has not completed sufficient work to classify these estimates as current mineral resources

or ore reserves in accordance with the JORC code and the Company is not treating these estimates as current. It is uncertain that following evaluation and/or further exploration work these estimates will be able to be reported as mineral

resources or ore reserves in accordance with the JORC Code. For further information regarding the treatment of these estimates, the reader is referred to slides 3 to 5.

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Yaouré: Substantial Mineral Resource Ideally Located for Large Scale Production

Brownfield site Dual carriageway within 40km

Water supply within 5km Skilled workforce

Grid power within 5km

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Strong Pipeline from Exploration to Production

Initial

Exploration

Côte d'Ivoire Sierra Leone Ghana

Advanced

Exploration

Pre-Feasibility /

Concept Study

Feasibility

Study

Construction

Production

Baomahun

Kounahiri

Zouan-Hounien

Sissingué

Esuajah S.

Grumesa

Mbengué Mahalé

Bélé

Mampong

Dadieso

Bokitsi

Nkotumso

Kwekutikrom

Yaouré

Edikan

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Material Increase in Share Price Following Amara Transaction

• Share price has performed strongly since announcement of Amara transaction on 29 February 2016 – transaction received strong support from both sets of shareholders

• Enhanced, high quality shareholder register – strong institutional presence globally, with top 20 shareholders accounting for ~48% of the register

• Further near-term catalysts expected to maintain momentum

Announcement of

business combination

with Amara Mining plc

Perseus one year share price performance (ASX)

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Key Milestones for Remainder of CY2016

Edikan capital enhancement project

Current stage of the relocation housing and plant upgrade scheduled for completion in December

2016 quarter

Completion of Equity Raising and announcement of credit approval of Sissingué

financing package and development decision

Expected: Early September 2016 quarter

Receipt of Yaouré environmental licence

Expected: September 2016 quarter

Commencement of Yaouré 42,000m drilling programme and announcement of drilling

results

Expected to commence in September 2016 quarter with results throughout September and

December 2016 quarters

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Perseus: Transforming into a Mid-Tier Gold Producer

Large Ore Reserve and Mineral

Resource inventory

Producing mine and strong

development pipeline

Robust balance sheet – strong cash

position and no debt

Successful West African-focused gold

producer

Experienced Board with clear strategy

for growth

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Key Risks

There are a number of risks, both specific to the Company and of a general nature, which may, either individually or in combination, affect the future operational and financial performance of the Company and the value of its securities. These include risks that are widespread and associated with any form of business and specific risks associated with the Company’s business and its involvement in the exploration and mining industry generally and in West Africa in particular. While most risk factors are largely beyond the control of the Company and its directors, the Company will seek to mitigate the risks where possible. An investment in the Company’s shares is considered to be speculative due to the nature of the Company’s business and the present stage of its development.

The Company has identified the following non-exhaustive list of some of the major risk factors which you need to be aware of in evaluating the Company’s business and investing in securities. There is no guarantee that other factors will not affect the Company in the future. For more a more detailed set of risk factors that may affect the Company, please refer to the Company’s Annual Information Form dated 25 September 2015 which is available on the Company’s website www.perseusmining.com.

Price of Gold

Changes in the market price of gold, which in the past has fluctuated widely, will affect the profitability of the Company’s operations and its financial conditions. The viability of the Company’s projects and the Company’s cash flow, and profitability will depend on the market price of gold.

A decline in the market price of gold below the prices used in the Company’s economic analysis for any sustained period would have a material adverse impact on the Company’s projects and anticipated future operations to the extent that the gold price that the Company receives has not been fixed through gold price hedging. Such a decline could also have a material adverse impact on the ability of the Company to finance the exploration and development of its existing and future mineral projects and may also impact operations by requiring a reassessment of the feasibility of a particular project. Specifically, the Company’s cash flow and profitability of the EGM and the viability of the SGP and the YGP are dependent on the price of gold among other things.

Production, Cost and Life-Of-Mine Estimates

Failure to achieve life-of-mine estimates of production and costs for the EGM could have an adverse impact on future cash flows, profitability, results of operations and financial condition of the Company. The Company’s actual production, costs and productive life may vary from estimates for a variety of reasons, including actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics.

Third Party Funding may be required

The Company may require third party financing for the development of the SGP and YGP or other projects. The success and the pricing of any such capital raising and/or additional debt financing will be dependent upon the prevailing market conditions at that time to attract potentially significant amounts of additional debt and/or equity. There is no assurance that such financing will be obtained or obtained on terms satisfactory to the Company. Failure to obtain sufficient financing, as and when required, could cause the Company to alter the Company’s strategic plans.

Risks Related to the Potential Development of the SGP

Should the Company proceed to develop the SGP its ability to do so is subject to many risks and uncertainties. These include normal construction and commissioning risks including the risk of a funding shortfall arising from a material over run in capital costs. There can be no assurance that the SGP will be able to be successfully or economically developed or that it will not be subject to risks described above or other risks.

Risks Related to the Potential Development of the YGP

There is a risk that work performed as part of the Definitive Feasibility Study of the YGP will generate different results to work previously performed by Amara. These changes may or may not impact the economics, scale or capital required for the project. Should the Company decide to develop the YGP its ability to do so is subject to many risks and uncertainties. These include obtaining and maintaining various permits and approvals from governmental authorities, securing required surface and other land rights, finding or generating suitable sources of power and water, potential resistance from stakeholders and other interested parties, political and social risk, confirming the availability and suitability of appropriate local area infrastructure.

There can be no assurance that the YGP will be able to be successfully or economically developed or that they will not be subject to risks described above or other risks.

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Key Risks

Operating Cost Increases at the EGM

Costs at the EGM are affected by labour costs and the price of input consumables, such as fuel and electricity, as well as explosives, tyres, and spare parts which influence escalation of contract mining costs. Any increases in the prices of input consumables or labour rates could make production less profitable. A material increase in costs at the EGM could have a significant effect on Perseus’s profitability and operating cash flow.

Sustaining and Increasing Production Levels

The Company’s ability to maintain its current production or increase annual production and generate revenues therefrom beyond current forecasts will depend significantly upon its ability to discover or acquire and to successfully bring new mines into production and to expand mineral reserves at the EGM.

Operational Risks

Mining operations generally also involve a high degree of risk. Such operations are subject to all the hazards and risks normally encountered in the exploration for, and development and production of, gold and other precious or base metals, including unusual and unexpected geologic formations, wall failure, seismic activity, rock bursts, cave-ins, flooding, access restrictions and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability.

Political Stability and Security Concerns in West Africa

The Company conducts exploration, development and operating activities in West Africa. The Company’s properties may be subject to the effects of political changes, war and civil conflict, terrorist activities, changes in government personnel and policy, nationalisation or expropriation of property, cancellation or modification of contractual rights, foreign exchange restrictions, restrictions on the repatriation of money, lack of law enforcement, unlawful occupation of mining areas and illegal gold mining, labour unrest, the creation of new laws and other risks arising out of governmental sovereignty. These changes may impact the profitability and viability of its properties.

The Effectiveness of Perseus’s Gold Price Hedging Policies

The Company currently has certain gold price hedging arrangements in place and may in the future be required or choose to enter into further gold price hedging arrangements. Although gold price hedging activities may protect the Company in certain instances, they may also limit the price that can be realized on the proportion of recovered metal that is subject to any hedges, in the event that the market price for gold exceeds the hedge contract price.

Currency Fluctuations

The Company pays for goods and services in U.S. dollars, Australian dollars, Ghanaian cedis and CFA francs and the Company receives the proceeds of the sale of gold in US dollars, and financings in Australian, Canadian and U.S. dollars. As a result of the use of these different currencies, the Company is subject to foreign currency fluctuations which may affect the Company’s costs, margins, cash flow, profitability, results and financial position. The Company has not entered into any derivative financial instrument to hedge such fluctuations.

Environmental Risks and Hazards

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could also have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or require abandonment or delays in the development of new mining properties.

Environmental hazards, currently unknown to the Company, may exist on or adjacent to its projects. The Company may be liable for losses associated with such hazards, or may be forced to undertake extensive remedial clean-up action or to pay for governmental remedial clean-up actions, even in cases where such hazards have been caused by previous or existing owners or operations of project land, or by past or present owners of adjacent properties or natural conditions. The costs of such clean-up actions may have a material adverse impact on the Company’s operations and profitability.

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Key Risks

Permitting and Licencing

The Company’s mining, development and exploration activities are dependent upon the grant, or as the case may be, the maintenance or renewal of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintenance, renewal and granting of tenements often depends on the Company being successful in obtaining required statutory approvals. There is no assurance that the Company will be granted all the mining tenements for which it has applied or that licences, concessions, leases, permits or consents will be renewed as and when required or that new conditions will not be imposed in connection therewith. To the extent such approvals, consents or renewals are not obtained, the Company may be curtailed or prohibited from continuing with its exploration and development activities or proceeding with any future exploration or development. The Sierra Leone Government has issued a notice that the Baomahun mining lease may be withdrawn due to Amara’s failure to commence its development plan in time. Perseus is in correspondence with the government regarding an extension to the period for completion of the development work and retention of the lease.

Exploration Risks

The exploration for and development of mineral deposits is speculative and involves significant risks. Whether a mineral deposit will be commercially viable depends on a number of factors, including: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. There is no certainty that the expenditures made by Perseus towards the search for, and evaluation of, mineral deposits will result in discoveries of commercial quantities of ore.

Governmental Regulation of the Mining Industry including changes to fiscal regime

Amendments to current laws, regulations and permits governing operations and activities of mining companies in the jurisdictions where the Company operates, or a more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties.

Uncertainty in the Estimation of Mineral Resources and Ore Reserves

The mineral resources and ore reserves contained in this presentation are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that mineral reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating mineral resources and ore reserves, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the mineral reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause mining operations to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Fluctuation in gold prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require the revision of such estimate. The volume and grade of ore reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of mineral resources and ore reserves, or of the Company’s ability to extract these mineral reserves, could have a material adverse effect on the Company’s results of operations and financial condition.

Depletion of Ore Reserves

Ore reserves depleted by production must be continually replaced to maintain production levels over the long term. There is no assurance that current or future exploration programs will result in any new commercial mining operations or yield new reserves to replace or expand current reserves.

Land Title

Title to, and the area of, mineral concessions may be disputed. Land use for mineral exploitation activities is also subject to reaching satisfactory agreement with local communities on various matters. There can be no assurances that the Company’s title interests will not be challenged or impugned by third parties.

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Key Risks

Insurance and Uninsured Risks

Although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance will not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. In addition, insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.

Dependence on Key Management Personnel and Executives

The Company is dependent upon a number of key management personnel. The loss of the services of one or more of such key management personnel could have a material adverse effect on the Company. The Company’s ability to manage its operation, development and exploration activities, and hence its success, will depend in large part on the efforts of these individuals.

Litigation

Companies operating in all industries, including the mining industry, are subject to legal claims, that do or do not possess merit. The Company is subject to such litigation risks. Defence and settlement costs in the event of an unsuccessful defence of such legal claims, may or may not be substantial and may or may not affect its financial position, its financial results or its operations.

In this regard, Perseus notes the litigation inherited following the completion of the merger with Amara Mining plc (Amara) relating to Amara’s Burkina Faso operations. The matter relates to a claim brought by Bayswater Construction & Mining Burkina sarl (BCM), the mining contractor for Amara Mining plc’s Burkinabé subsidiaries’ historic mining operations which were conducted until mid-2014 against Amara in 2014 in Burkina Faso for Amara’s involvement in the non-payment of invoices by its subsidiaries and subsequent damages in a total amount of approximately US$22 million. Subsequent to the claim, about US$8 million was paid to BCM as a result of the liquidation of one of the Amara subsidiaries. Perseus is currently assessing the merits of the claim and formulating Perseus’s strategy and potential defences.

Stock Exchange Prices

There can be no assurance that an active market for the ordinary shares will be sustained. The market price of publicly traded stock is affected by many variables not all of which are directly related to the success of the issuer. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that such fluctuations will not affect the price of Perseus’s securities.

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Contact Us

Jeff Quartermaine Managing Director & CEO +61 8 6144 1700

Cathy Moises

Investor Relations (Australia)

+61 412 196 350

cathy.moises@perseusmining.com

Nathan Ryan Media Relations (Australia) +61 420 582 887

ASX/TSX: PRU www.perseusmining.com

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APPENDICES

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Experienced Board with Complementary Skillset

Ghana

Colin Carson Executive Director

Jeff Quartermaine Managing Director and CEO

John McGloin Non-Executive

Director

Alex Davidson Non-Executive

Director

Reginald Gillard Non-Executive Chairman

Sean Harvey Non-Executive

Director

Mike Bohm Non-Executive

Director

Significant management and

M&A experience within public &

private management companies,

including Orvana Minerals,

Samara Gold and TVX Gold.

More than 25 years’ experience in financial and

management roles in resources companies.

Certified Practising Accountant with business

management & engineering qualifications.

Director of numerous Australian public

companies since the 1980s. Overseas joint

venture negotiations and corporate and legal

matters for Perseus.

More than 30 years’ experience in accounting

and corporate finance. Chairman of Platina

Resources and former Chairman of Aspen

Group.

Geologist by background who led

the top rated Extel mining team in

London before returning to

industry as CEO of Amara Mining.

Highly awarded exploration

geologist with over 25 years

experience, and multiple board

positions including Yamana, Orca

Gold and Capital Drilling.

Experienced mining professional

with extensive corporate and

operational and management

experience across the resources

sector.

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Edikan Mineral Resources and Reserves*

in Measured & Indicated Mineral Resources (144.8Mt at 1.1g/t)

5.1Moz of gold

2.3Moz of gold

2.0Moz of gold

in Proven & Probable Reserves (58.4Mt at 1.2g/t)

in Inferred Mineral Resources (61.4Mt at 1.0g/t)

INCLUDING PLUS

* As at 1 March 2016

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Edikan Mineral Resources and Reserves*

INCLUDING

* As at 1 March 2016

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Sissingué Mineral Resources and Reserves*

in Measured & Indicated Mineral Resources (16.0Mt at 1.7g/t)

880koz of gold

429koz of gold

63koz of gold

in Proven & Probable Reserves (5.5Mt at 2.4g/t)

in Inferred Mineral Resources (1.1Mt at 1.7g/t)

INCLUDING PLUS

*As at 30 June 2015

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Sissingué Mineral Resources and Reserves*

INCLUDING

* As at 30 June 2015 For

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Yaouré Mineral Resources and Reserves1,2

in Measured & Indicated Mineral Resources (104.1Mt at 1.5g/t) (see cautionary statement below)

5.2Moz of gold

3.2Moz of gold

2.2Moz of gold

in Proven & Probable Reserves (62.3Mt at 1.6g/t)

in Inferred Mineral Resources (47.7Mt at 1.4g/t)

INCLUDING PLUS

1. Cautionary statement: These estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified

person has not completed sufficient work to classify these estimates as current mineral resources or ore reserves in accordance with the JORC

code and the Company is not treating these estimates as current. It is uncertain that following evaluation and/or further exploration work these

estimates will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code. For further information regarding

the treatment of these estimates, the reader is referred to slides 3-5.

2. As at 24 November 2015

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Yaouré Mineral Resources and Reserves1,2

INCLUDING PLS

1. Cautionary statement: These estimates are historical/foreign estimates and are not reported in accordance with the JORC Code. A qualified

person has not completed sufficient work to classify these estimates as current mineral resources or ore reserves in accordance with the JORC

code and the Company is not treating these estimates as current. It is uncertain that following evaluation and/or further exploration work these

estimates will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code. For further information regarding

the treatment of these estimates, the reader is referred to slides 3-4.

2. As at 24 November 2015

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International Offer Restrictions

This presentation does not constitute an offer of new ordinary shares (New Shares) of the Company in any jurisdiction in which it would be unlawful. In particular, this presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

European Economic Area - Germany, Luxembourg and Spain The information in this presentation has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC (Prospectus Directive), as amended and implemented in Member States of the European Economic Area (each, a Relevant Member State), from the requirement to publish a prospectus for offers of securities.

An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in the Relevant Member State:

• To any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments;

• To any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least €20,000,000; (ii) annual net turnover of at least €40,000,000 and (iii) own funds of at least €2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

• To any person or entity who has requested to be treated as a professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2004/39/EC, MiFID); or

• To any person or entity who is recognised as an eligible counterparty in accordance with Article 24 of the MiFID.

France This presentation is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers (AMF). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This presentation and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed (directly or indirectly) to the public in France. Such offers, sales and distributions have been and shall only be made in France to qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2, D.411-1, L.533-16, L.533-20, D.533-11, D.533-13, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

Hong Kong WARNING: This presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register this presentation or to permit the distribution of this presentation or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this presentation, you should obtain independent professional advice.

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International Offer Restrictions

Malaysia This presentation may not be distributed or made available in Malaysia. No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to any offer of New Shares. The New Shares may not be offered or sold in Malaysia except pursuant to, and to persons prescribed under, Part I of Schedule 6 of the Malaysian Capital Markets and Services Act.

Mauritius In accordance with The Securities Act 2005 of Mauritius, no offer of the New Shares may be made to the public in Mauritius without the prior approval of the Mauritius Financial Services Commission. Accordingly this offer is being made on a private placement basis only and does not constitute a public offering. As such, this presentation has not been approved or registered by the Mauritius Financial Services Commission and is for the exclusive use of the person to whom it is addressed. The presentation is confidential and should not be disclosed or distributed in any way without the express written permission of the Company.

New Zealand This presentation has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act).

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the FMC Act and the Securities Act (Overseas Companies) Exemption Notice 2013.

Other than in the entitlement offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

• Is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• Meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• Is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• Is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• Is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Singapore This presentation and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this presentation and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This presentation has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this presentation immediately. You may not forward or circulate this presentation to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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International Offer Restrictions

Switzerland The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This presentation has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this presentation nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to regulated financial intermediaries such as banks, securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations.

Neither this presentation nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this presentation will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This presentation is personal to the recipient only and not for general circulation in Switzerland.

United Kingdom Neither the information in this presentation nor any other document relating to the Equity Raising has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in respect of the New Shares.

This presentation and the Equity Raising are only addressed to and intended for distribution only in the United Kingdom to persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC)" (Qualified Investors) and are directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the FPO), (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to communicate the Offer (all such persons together being referred to as "Relevant Persons"). This presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not qualified investors. Any investment or investment activity to which this presentation relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.

United States This presentation has been prepared for publication in Australia and may not be released or distributed in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

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