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## Directors’ Report 

## INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND AUDITORS 

Perseus’s Constitution requires it to indemnify directors and officers of any entity within the Group against liabilities incurred to third parties and against costs and expenses incurred in defending civil or criminal proceedings, except in certain circumstances. An indemnity is also provided to the Group’s auditors under the terms of their engagement. The directors and officers of the Group have been insured against all liabilities and expenses arising as a result of work performed in their respective capacities, to the extent permitted by law. The insurance premia, paid during the year ended 30 June 2011, amounted to $221,250, and relates to: 

• costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever the outcome; and 

• other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage. 

## PROCEEDINGS ON BEHALF OF THE COMPANY 

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of Perseus or to intervene in any proceedings to which Perseus is a party, for the purposes of taking responsibility on behalf of Perseus for all or part of the proceedings. No proceedings has been brought or intervened in on behalf of Perseus with leave of the Court under section 237 of the Corporations Act 2001. 

## NON-AUDIT SERVICES 

No amounts were paid or payable to the auditor for non-audit services during the year ended 30 June 2011. 

## AUDITORS’ INDEPENDENCE DECLARATION 

Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of Perseus with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page 33 and forms part of this directors’ report for the year ended 30 June 2011. 

Signed in accordance with a resolution of directors. 

## M A Calderwood 

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## Competent Person Statement 

The information in this report that relates to exploration results, mineral resources or ore reserves is based on information compiled by Mr Mark Calderwood, who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Calderwood is a director and full-time employee of the Company. Mr Calderwood has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking, to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’”) and to qualify as a “Qualified Person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr Calderwood consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. For a description of Perseus’s data verification process, quality assurance and quality control measures, the effective date of the mineral resource and mineral reserve estimates contained herein, details of the key assumptions, parameters and methods used to estimate the mineral resources and reserves set out in this report and the extent to which the estimate of mineral resources or mineral reserves set out herein may be materially affected by any known environmental, permitting, legal, title, taxation, socio-political, marketing or other relevant issues, readers are directed to the technical report entitled “Technical Report – Central Ashanti Gold Project, Ghana” dated May 30, 2011 and the technical report entitled “Technical Report – Tengrela Gold Project, Ivory Coast” dated December 22, 2010 in respect of the Central Ashanti Gold Project and the Tengrela Gold Project, respectively. 

