WEST AFRICA’S NEWEST LARGE GOLD PRODUCER Directors’ Report INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND AUDITORS PROCEEDINGS ON BEHALF OF THE COMPANY NON-AUDIT SERVICES AUDITORS’ INDEPENDENCE DECLARATION M A Calderwood 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. 32 Managing Director Perth, 30 August 2011 Signed in accordance with a resolution of directors. 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. No amounts were paid or payable to the auditor for non-audit services during the year ended 30 June 2011.  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. 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.