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## Directors’ Declaration 

30 June 2011 

1. In the opinion of the directors of Perseus Mining Limited (the ‘Company’): 

a. the accompanying financial statements, and notes are in accordance with the Corporations Act 2001 including: 

i. giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its performance for the year then ended; and 

ii. complying with Australian Accounting Standards, the Corporations Regulations 2001  and other mandatory professional reporting requirements; and 

b. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 

c. the financial statements and notes thereto are in accordance with International Financial Reporting Standards as disclosed in note 1. 

2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2011. 

This declaration is made in accordance with a resolution of the directors. 

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Dated at Perth, 30 August 2011 

