ELYSIUM RESOURCES LIMITED (formerly UNITED OROGEN LIMITED) A B N 4 5 1 1 5 5 9 3 0 0 5

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Annual General Meeting to be held at Mezzanine Level, 3 Spring Street, Sydney NSW 2000 on Friday 25[th] October 2013 commencing at 11am (AEST)

The Independent Expert has concluded that the Transaction is fair and reasonable to Shareholders whose votes are not to be disregarded.

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Elysium Resources Limited (ACN 115 593 005) (“Company”) will be held at Mezzanine Level, 3 Spring Street, Sydney NSW 2000 on Friday 25[th] October 2013 commencing at 11am (AEST).

Where not otherwise defined, capitalised terms used in this Notice have the meanings given to those terms in the Glossary on page 17 of the accompanying Explanatory Statement.

SPECIAL BUSINESS

1. Resolution 1 – Approval of acquisition of ordinary shares and options in Burraga from a related party of the Company, and the issue of Consideration Shares to the related party pursuant to the Takeover Bid for Burraga.

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.1 and all other relevant purposes, Shareholders approve:

(a) the acquisition of 5,637,484 ordinary shares and 2,500,000 options (each with an exercise price of $0.15 and an expiry date of 30 April 2017) in Burraga Copper Limited (“ Burraga ”) held by Cazenove Pty Ltd (“ Cazenove ”) (an entity controlled by Maxim Carling, a Director of the Company) pursuant to the Takeover Bid; and
(b) the issue of Consideration Shares to Cazenove in exchange for its shares and options held in Burraga pursuant to the Takeover Bid,

(the “ Transaction ”).”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 1 by a person (and any associates of such a person) who may be a party to the Transaction, if Resolution 1 is passed.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

ORDINARY BUSINESS

2. Financial Statements and Reports

To receive and consider the annual financial report, together with the Director’s and auditor’s reports for the year ending 30 June 2013.

3. Resolution 2 – Approval of Remuneration Report

To consider and, if thought fit, pass the following advisory only resolution :

“That, for the purposes of section 250R of the Corporations Act and for all other purposes, Shareholders approve the Remuneration Report for the year ending 30 June 2013.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

The Company will disregard any votes cast on this Resolution 2 by any member of the Key Management Personnel or their Closely Related Parties, if Resolution 2 is passed.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. The Chairman of the meeting (where expressly authorised) intends to vote all available undirected proxies in favour of Resolution 2.

4. Resolution 3 – Re-election of a Director – Mr Michael Tilley

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That, for all purposes, Mr Michael Tilley, who was appointed an additional Director on 18 February 2013 and, being eligible, offers himself for re-election, is re-elected as a Director.”

5. Resolution 4 – Re-election of a Director – Mr Maxim Carling

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That, for all purposes, Mr Maxim Carling, who was appointed an additional Director on 18 February 2013 and, being eligible, offers himself for re-election, is re-elected as a Director.”

6. Resolution 5 – Re-election of a Director – Mr Mark Ohlsson

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That, for all purposes, Mr Mark Ohlsson, who was appointed an additional Director on 18 February 2013 and, being eligible, offers himself for re-election, is re-elected as a Director.”

7. Resolution 6 – Appointment of Auditor

To consider and, if thought fit, pass the following resolution as an ordinary resolution

“That for the purposes of section 327B of the Corporations Act and for all other purposes, HLB Mann Judd (NSW Partnership) ABN 34 482 821 289, having consented in writing, be appointed as the auditor of the Company and the directors be authorised to set its remuneration, with effect upon ASIC approving the resignation of Rothsay as detailed in the Explanatory Statement annexed to and forming part of this Notice.”

8. Resolution 7 – Approval of 10% Placement Facility

To consider and, if thought fit, pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totaling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 7 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 7 is passed.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. Resolution 8 – Increase cap on non-executive directors’ remuneration

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That the total amount of fees that may be paid to EYM’s non-executive directors as a whole be increased by $150,000 from $100,000 to a maximum of $250,000”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 8 by any Director (and any associates of a Director), if Resolution 8 is passed.

However, the Company will not disregard a vote if:

Accompanying Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice and the Explanatory Statement.

Proxies

Please note that:

(a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company;
(c) a Shareholder may appoint a body corporate or an individual as its proxy;

(d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and
(e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Completed proxy forms (along with copies of any power of attorney under which the form is signed) must be delivered no later than 48 hours prior the Annual General Meeting in any of the following ways:

By post or by hand delivery to:

Suite 705, 3 Spring Street

Sydney NSW 2000

By facsimile to:

61 2 9247 7791

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 11am (AEST) on 23[rd] October 2013. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

By Order of the Board of Directors

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Mark Ohlsson Company Secretary

23 September 2013

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolution in the accompanying Notice.

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1.1 Opinion of the Independent Expert

The Independent Expert has concluded that the Transaction is fair and reasonable to Shareholders other than Cazenove and its associates.

Shareholders are specifically referred to the Independent Expert’s report at Annexure A. This report may be viewed online at www.elysiumresources.com.au. In addition, the Company will at the request of a Shareholder send a hard copy of the report to the Shareholder.

1.2 Overview of the Transaction

As part of the successful implementation of the Takeover Bid, the Company intends undertake the Transaction being the purchase by it of ordinary shares and options in Burraga held by Cazenove in exchange for the Consideration Shares.

The details of Cazenove’s holdings in Burraga, along with the currently proposed amount of Consideration Shares to be issued to Cazenove pursuant to the Takeover Bid, are set out below.

	ordinary shares in Burraga (% of ordinary share capital of Burraga)	Consideration Shares to be exchanged for ordinary shares in Burraga	options in Burraga	Consideration Shares to be exchanged for options in Burraga
Cazenove	5,637,484 (6.58%)	36,643,646	2,500,000	2,500,000

Upon the completion of the Transaction:

(a) Cazenove (which is controlled by Maxim Carling) would hold a total of 39,143,646 Shares in the Company, being 5.39%; and
(b) Maxim Carling would have a Relevant Interest of 8.7% in the Company, including Cazenove’s holdings (reduced from a Relevant Interest of 14.99% in the Company as at the date of the Notice),

assuming that the Company obtains 100% of the ordinary shares of Burraga and 100/% of the options in Burraga via the Takeover Bid at the currently proposed consideration.

Shareholders are specifically referred to the advantages and disadvantages of the Transaction at section 12 of the Independent Expert’s report.

1.3 Overview of the Takeover Bid

On 30 August 2013, the Company announced its intention to make the Takeover Bid. The announcement is annexed as Annexure B.

The proposed Takeover Bid comprises offers to all Burraga shareholders and optionholders, in respect of all of the ordinary shares and options in Burraga.

(a) Why has the Company proposed the Takeover Bid?

The proposed Takeover Bid represents part of a comprehensive process undertaken by the Board to identify other gold and copper tenements and projects in Indonesia and Australia.

Your Independent Director, Mr Mark Ohlsson, has considered the merits of the Takeover Bid and considers the proposal to be in the best interests of the Company and in the absence of a superior proposal to be a strategic opportunity for the Company.

If successful, the Takeover Bid would give the Company control of Burraga’s assets which are considered to be complimentary to the Company’s own interests.

(b) Burraga

Burraga is an unlisted Australian public company that owns three contiguous exploration licences totalling 183 sq kms in the Lachlan Fold Belt of New South Wales. The exploration licences include the historic Lloyds Copper Mine, the Hackneys Creek gold deposit and the Lucky Draw gold mine all of which produced copper and gold. Burraga has recorded a Maiden JORC Resource of 3.2Mt @ 0.5% copper and 141,000 ozs gold @ 1.6gpt. For further information on Burraga refer to www.burragacopper.com.au.

Burraga is currently developing its exploration licences EL6463 of 84 km2 and EL6874 of 24 km2. The Company was recently awarded EL7975 of 75 km2 that adjoins its other exploration licences and captures control of the particular geological feature hosting the Lucky Draw gold mine and the Hackneys Creek gold deposit.

(c) What are some of the expected effects of the Takeover Bid on the Company and its Shareholders?

If the Takeover Bid is successfully implemented, and the Company obtains 100% of the ordinary shares of Burraga and 100/% of the options in Burraga, Shareholders would gain exposure to the assets of Burraga (as outlined above).

If the Company obtains 100% of the ordinary shares of Burraga and 100% of the options in Burraga at the currently proposed consideration, the current Burraga shareholders and optionholders would collectively hold 78% of the expanded capital of the Company (prior to the exercise of any options currently on issue by the Company). However, it is not expected that the Takeover Bid will give rise to any change in control of the Company.

The financial effect of the Takeover Bid on the Company is summarized below, as extracted from the audited financial accounts for the Company for the year ended 30 June 2013:

	Before $	After $	Difference $
Total consolidated assets	627,489	3,521,145	2,893,656
Total equity interests	129,143	2,933,104	2,803,961
Annual profit (loss) before tax and extraordinary items	(6,541,235)	(7,506,859)	(965,624)
Annual revenue	25,536	125,953	100,417

(d) Conditions of the Takeover Bid

Completion of the Takeover Bid, and therefore the Transaction, is dependent upon a number of conditions precedent that remained outstanding as at the date of this Explanatory Statement, including:

(a) For the offer by the Company to acquire shares in Burraga:
(i) during or before the end of the offers period, the Company has a Relevant Interest in at least 90% (by number) of the shares in Burraga;
(ii) approval of Shareholders is obtained in relation to the Takeover Bid for any purposes required by the Listing Rules or the Corporations Act;
(iii) all regulatory approval in relation to the Takeover Bid are obtained;
(iv) during or before the end of the offers period, the Company does not receive a proposal in respect of the Company which an independent expert determines to be superior to the offer under the Takeover Bid in respect of shares in Burraga;
(v) no “material adverse change” occurs (as further described in the announcement annexed as Annexure B); and
(vi) no “prescribed occurrence” occurs (as further described in the announcement annexed as Annexure B); and
(b) For the offer by the Company to acquire options in Burraga:
(i) during or before the end of the offers period, the Company has a Relevant Interest in at least 90% (by number) of the options in Burraga; and
(ii) the offer under the Takeover Bid in respect of shares in Burraga has been declared unconditional in all respects.

1.4 Listing Rule 10.1

Listing Rule 10.1 provides that approval of the holders of an entity’s ordinary securities is required where an entity propose to dispose of agrees to dispose of a substantial asset to a related party of the entity.

Cazenove is controlled by Maxim Carling, a director of the Company. Cazenove is therefore a related party of the Company for the purposes of Listing Rule 10.1.

The Company’s audited financial accounts for the year ended 30 June 2013 (as lodged with ASX on 20 September 2013) show its equity interests as approximately $129,143. The value of the Consideration Shares to be issued to Cazenove as a result of the Transaction is $508,867.40 (based on the closing price of the Company’s Shares on 20[th] September 2013, being $0.013). The value of the Consideration Shares exceeds 5% of the company’s equity interest as shown in its latest consolidated financial statements.

Listing Rule 10.1 therefore requires the Company to seek approval of the Shareholders for the Transaction as contemplated by Resolution 1.

1.5 Director’s interests

Maxim Carling controls Cazenove, which holds 5,637,484 ordinary shares in Burraga and 2,500,000 options in Burraga.

Director Michael Tilley holds 350,000 ordinary shares in Burraga and 1,000,000 options in Burraga.

Directors Maxim Carling and Michael Tilley are also directors of Burraga.

In addition, all Directors of the Company hold shares and/or options in the Company.

1.6 Independent Director’s recommendation

Your Independent Director is of the opinion that the Takeover Bid is in the best interests of the Shareholders and in the absence of a superior alternative proposal is a strategic opportunity for the Company.

Your Independent Director recommends that Shareholders (other than Cazenove and its associates) vote in favour of Resolution 1.

2. Financial Statements and Reports

The Corporations Act requires the annual financial report, the directors’ report and the auditor’s report for the last financial year to be laid before the Annual General Meeting. The financial statements and reports are contained in the Company’s Annual Report. Shareholders who have elected to receive the Annual Report will have been provided with a copy. The Annual Report is also available on ASX’s website.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.

3. Resolution 2 – Approval of Remuneration Report

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. However, section 250R(3) of the Corporations Act expressly provides that the vote on this Resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the Annual Report.

Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes on the Resolution are voted against adoption of the Remuneration Report at the

Annual General Meeting, and then again at the Company’s 2014 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (“ Spill Resolution ”).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (“ Spill Meeting ”) within 90 days of the Company’s 2014 annual general meeting. All of the Directors who were in office when the Company’s 2014 Directors’ report was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

Pursuant to the Corporations Act, if you elect to appoint the Chairman or another member of Key Management Personnel or any Closely Related Party as your proxy to vote on Resolution 1 then you must direct the proxy on how they are to vote . If your proxy is the Chairman or another member of Key Management Personnel or any Closely Related Party and you do not direct your proxy on how to vote on Resolution 1, your vote will not be counted in computing the required majority. Please see the Proxy Form for further information on such appointments.

In accordance with section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion of the Remuneration Report at the Annual General Meeting.

4. Resolution 3 – Re-election o f a Director – Mr Michael Tilley

In accordance the Constitution, Directors who are appointed to the Board during the year must offer themselves for re-election at the first Annual General Meeting after their appointment.

Mr Tilley was appointed to the Board on 18 February 2013 and therefore offers himself for re-election.

Michael Tilley is the Chairman and a founding director of Terrain Capital Limited. He has worked in the accounting and finance industries for more than 40 years and he has a broad range of senior advisory and project management experience in all facets of corporate finance. His primary responsibility is the strategic leadership of Terrain Capital’s business. Michael is or has previously served as Director of Yarra Valley Water Limited, a member of Vision Super Pty Ltd and the Industry Fund Management Pty Ltd Investor Advisory Board. Michael has also served on the boards of a number of exploration and mining companies during his long career and was a director of North Queensland Metals 2006-2010.

The Board (excluding Mr Tilley) recommends that Shareholders vote in favour of Resolution 2.

5. Resolution 4 – Re-election of a Director – Mr Maxim Carling

In accordance the Constitution, Directors who are appointed to the Board during the year must offer themselves for re-election at the first Annual General Meeting after their appointment.

Mr Carling was appointed to the Board on 18 February 2013 and therefore offers himself for re-election.

Maxim Carling is the founding partner of Carling Capital Partners, the holder of AFSL No 279022. Max has over 33 years’ experience in corporate finance and has advised a diverse range of companies in the mining industry during his career. He has successfully managed the structuring and raising of capital from early stage to advanced project finance and has

advised extensively in the area of mergers and acquisitions. Max is a director of a number of private companies and has served on public resource company boards.

The Board (excluding Mr Carling) recommends that Shareholders vote in favour of Resolution 3.

6. Resolution 5 – Re-election of a Director – Mr Mark Ohlsson

In accordance the Constitution, Directors who are appointed to the Board during the year must offer themselves for re-election at the first Annual General Meeting after their appointment.

Mr Ohlsson was appointed to the Board on 18 February 2013 and therefore offers himself for re-election.

Mark Ohlsson has been involved in business management and the venture capital industry for more than 30 years. His particular expertise is in assessing venture capital and business proposals, all aspects of contractual negotiations together with finance and management reporting requirements. His experience spans a wide range of industries and activities which includes a number of appointments as Company Secretary of ASX listed companies. He is a Fellow of CPA Australia and a Registered Tax Agent. He is a non-executive director of Australian Oil Company Limited (ASX:AOC)

The Board (excluding Mr Ohlsson) recommends that Shareholders vote in favour of Resolution 5.

7. Resolution 6– Appointment of Auditor

This resolution seeks Shareholder approval for the appointment of HLB Mann Judd (NSW Partnership) ABN 34 482 821 289 as auditor of the Company.

The Board thanks Rothsay for its services as auditor to the Company. The Board has considered the most appropriate arrangements for its audit in respect of the current stage of the Company’s activities. The Board considers that HLB Mann Judd (NSW Partnership) is best suited to audit the Company and seeks approval for its appointment.

HLB Mann Judd (NSW Partnership) has consented in writing to its appointment as the Company auditor. The Company’s current auditor, Rothsay, will resign with effect from the Annual General Meeting subject to approval of the ASIC. In the event that ASIC’s approval is not received by the date of the Annual General Meeting, Rothsay will continue in office and the proposed resolution will lapse.

A copy of the nomination of HLB Mann Judd (NSW Partnership) as auditor of the Company is annexed as Annexure C.

The Board unanimously recommends that Shareholders vote in favour of Resolution 6.

8. Resolution 7 – Approval of 10% Placement Facility

8.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12 month period after the entity’s annual general meeting (“ 10% Placement Facility ”). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 4.2(c) below).

The Board believes that Resolution 7 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution.

8.2

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Notice, the Company has the following Equity Securities on issue:

(i) 160,130,741 Shares; and
(ii) 55,538,824 Listed Options.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:
(A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the 12 months;
(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
(D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 8.2(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX (“ 10% Placement Period ”).

9.

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 ASX trading days immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 7 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power

in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). There is a risk that:

(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

(iii) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(iv) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable A in Listing Rule 7.1A.2			Dilution
		$0.0065 50% decrease in Market Price	$0.013 Current Market Price	$0.026 100% increase in Market Price
Current Variable A 160,130,741	10% Voting Dilution	16,013,074 Shares	16,013,074 Shares	16,013,074 Shares
	Funds raised	$104,085	$208,170	$416,340
50% increase in current Variable A 240,196,111	10% Voting Dilution	24,019,611 Shares	24,019,611 Shares	24,019,611 Shares
	Funds raised	$156,127	$312,255	$624,510
100% increase in current Variable A 320,261,482	10% Voting Dilution	32,026,148 Shares	32,026,148 Shares	32,026,148 Shares
	Funds raised	$208,170	$416,340	$832,680

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
No Listed Options (including any Listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The issue price is $0.013, being the closing price of the Shares on ASX on 20th September 2013.
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 7 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).
(d) The Company may seek to issue the Equity Securities under the 10% Placement Facility to raise funds for exploration expenditure including sampling and drilling on the Company’s projects.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

(i) the purpose of the issue;
(ii) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which existing security holders can participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the financial situation and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but are likely to be investors which are sophisticated or professional investors (or both) for the purposes of section 708 of the Corporations Act.

If the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

(e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.
(f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

10. Increase cap on non-executive directors’ remuneration

In accordance with Listing Rule 10.17, the limit on total aggregate remuneration that may be paid to non-executive Directors is fixed by ordinary resolution of a general meeting of Shareholders. The current limit of $100,000 includes superannuation and fees paid to those Directors in their capacity as members of Board committees and as directors of subsidiary company boards.

Currently the total fees per annum paid to all non-executive Directors is approximately $72,000. The Board wishes to increase the maximum amount of fees that may be paid to non-executive directors by $150,000, from $100,000 to $250,000.

No individual fee increases are proposed in the next year.

The Board has maintained a fee buffer to give it flexibility in planning its structure in advance of specific needs arising. This has included appointing new directors to the Board before the Directors they are replacing retire, to allow an orderly succession and for optimal handover arrangements.

Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

10% Placement Facility	the meaning given in Section 8.1.
10% Placement Period	the meaning given in Section 8.2(a).
AEST	Australian Eastern Standard Time, being the time in Sydney,
	New South Wales.
Annual Report	the annual report of the Company for the financial year ended
	30 June 2013.
Annexure	the annexure to this Explanatory Statement.
Annual General Meeting	the annual general meeting convened by this Notice.
ASIC	the Australian Securities and Investment Commission.
ASX	ASX Limited (ACN 008 624 691) trading as the Australian
	Securities Exchange.
Burraga	the meaning given in Resolution 1 of the Notice.
Board	the board of Directors.
Cazenove	the meaning given in Resolution 1 of the Notice.
Chairman	Mr Michael Tilley.
Closely Related Party	a closely related party of a member of Key Management
	Personnel as defined in Section 9 of the Corporations Act,
	being:
	(a) a spouse or child of the member;
	(b) a child of that member’s spouse;
	(c) a dependant of that member or of that member’s spouse;
	(d) anyone else who is one of that member’s family and may
	be expected to influence that member, or be influenced
	by that member, in that member’s dealings with the
	Company;
	(e) a company that is controlled by that member; or
	(f) any other person prescribed by the regulations.
Constitution	the constitution of the Company.
Company	Elysium Resources Limited (ACN 115 593 005)
Corporations Act	Corporations Act 2001(Cth).
Director	a director of the Company, being Mr Michael Tilley, Mr Maxim
	Carling or Mr Mark Ohlsson.

Consideration Shares	the Shares issued by the Company in exchange for ordinary
	shares and options in Burraga pursuant to the Takeover Bid, as
	determined by the Directors from time to time.
Equity Securities	the meaning given in the Listing Rules.
Explanatory Statement	this explanatory statement accompanying the Notice.
Independent Director	Mr Mark Ohlsson.
Independent Expert	Hall Chadwick Corporate (NSW) Limited (ACN 080 462 488).
Key Management Personnel	the key management personnel of the Company as defined in
	Section 9 of the Corporations Act and Australian Accounting
	Standards Board accounting standard 124, being those persons
	having authority and responsibility for planning, directing and
	controlling the activities of the Company, directly or indirectly,
	including any Director (whether executive or otherwise).
Listed Options	the listed Options of the Company each with an exercise price
	of $0.20 and expiry date of 31 March 2016 and an exercise
	price of $0.013 and expiry date of 30 June 2014.
Listing Rules	the listing rules of ASX.
Notice	the notice of annual general meeting accompanying the
	Explanatory Statement.
Proxy Form	the proxy form attached to the Notice.
Option	an option to acquire a Share.
Relevant Interest	the meaning given by sections 608 and 609 of the Corporations
	Act.
Remuneration Report	the section of the Directors’ Report contained in the Annual
	Report entitled “Remuneration Report”.
Resolution	a resolution contained in the Notice.
Section	a section contained in this Explanatory Statement.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a holder of Shares.
Takeover Bid	offers to be made by the Company for all of the ordinary shares
	and options in Burraga via an off-market, conditional takeover
	bid pursuant to the Corporations Act as announced by the
	Company on 30 August 2013.
Transaction	the meaning given in Resolution 1 of the Notice.
VWAP	the volume weighted average price.

Annexure A – Independent Expert’s Report

==> picture [227 x 42] intentionally omitted <==

23 September 2013
The Directors
Elysium Resources Limited
Suite 705
3 Spring Street, SYDNEY, NSW
Dear Sirs,
Independent Expert’s Report on the Proposal to acquire 100% of
the Issued Share Capital of Burraga Copper Limited
1.
INTRODUCTION
Opinion
1.1
In our opinion, the Offer is fair and reasonable to the Non-
Associated Shareholders of Elysium (capitalised terms having the
meanings given below).
1.2
The ultimate decision however on whether to accept the Offer
should be based on shareholders own assessment of their
circumstances.
Background
1.3
Elysium Resources Limited (“Elysium” or “the Company”)
engages in the exploration of gold, copper and other base metals
in Australia.
1.4
Elysium announced to the market on 30 August 2013 that,
following negotiations between Elysium and Burraga Copper
Limited (“Burraga”), Elysium intends to make an off-market
takeover bid under Chapters 6 to 6C of the_Corporations Act_
2001(Cth) (“Corporations Act”) for:
(a) all of the ordinary shares in Burraga; and
(b) all of the options in Burraga.
1.5
Burraga is an unlisted Australian public company that owns
three contiguous exploration licences totalling 183 sq kms in
the Lachlan Fold Belt of New South Wales. The exploration
licences include Lloyds Copper Mine, the Hackneys Creek gold
deposit and the Lucky Draw gold mine all of which produced
copper and gold.
1.6
The proposed acquisition by takeover bid of ordinary shares and
options in Burraga by Elysium and other related transactions is
detailed in section 2.
1.7
The proposed takeover bid represents part of a comprehensive
process undertaken by the Elysium Board to identify other gold

HALL CHADWICK
CORPORATE (NSW) LIMITED
ACN 080 462 488
SYDNEY
Level 29, St Martin’s Tower 31
Market Street Sydney NSW
2000 Australia
GPO Box 3555 Sydney NSW
2001
Ph: (612) 9263 2600
Fx: (612) 9263 2800
E:hcsydinfo@hallchadwick
.
com.au
www.hallchadwick.com.au
A member of AGN
International Ltd, a
worldwide association of
separate and independent
accounting and consulting
firms

and copper tenements and projects in Australia and Indonesia.

Purpose of Report

1.8 You have requested Hall Chadwick Corporate (NSW) Limited (“HCC”) to prepare an Independent Expert’s Report to advise the shareholders of Elysium other than Cazenove Pty Ltd (“Cazenove”) (an entity controlled by Maxim Carling, a Director of the Company) and its associates (“Non-Associated Shareholders”), whether the acquisition of shares and options from Cazenove as part of the proposed takeover bid (“Offer”) is fair and reasonable when considered in the context of the interests of Non-Associated Shareholders and to set out the reasons for our conclusions.
1.9 HCC understands and has agreed that this report will be included in or accompany the Notice of Meeting to assist the Non-Associated Shareholders in their consideration of the proposed Offer. HCC has consented to the restatement of its opinion that the Offer is fair and reasonable in the Notice of Meeting and the accompanying explanatory statement.
1.10

2. OUTLINE OF THE PROPOSED OFFER

2.1 As announced on 30 August 2013, Elysium intends to make an off-market takeover bid for:
(a) all of the ordinary shares in Burraga (“Share Offer”); and
(b) all of the options in Burraga (“Option Offer”)
2.2 The Offer involves the following key terms:
Under the Share Offer, Burraga shareholders will receive six and a half fully paid ordinary Elysium shares for each issued and fully paid Burraga share held.
Under the Option Offer, Burraga option holders will receive one Elysium share for each Burraga option.
The Option Offer and Share Offer will each remain open for a period of 1 month (unless withdrawn during that period under section 652B of the Corporations Act) (“Offer Period”).
2.3 Burraga currently has on issue:
85,700,000 fully paid ordinary shares;
8,500,000 options to subscribe for shares at $0.15 per share on or before 31 October 2016.
2.4 As each Burraga director, other than David Williams, is a substantial shareholder in Elysium, those directors of Burraga will not make any recommendation in respect of the Offer.
2.5 The following tables show the effect on the share capital of Elysium after the Offer:

Effect on Ordinary Shares	Number of Shares
Ordinary shares currently on issue Share Offer to Burraga shareholders Option Offer to Burraga shareholders Total ordinary shares on issue after Offer	160,130,741 557,050,000 8,500,000
	725,680,741

2.6 Elysium also has the following options currently on issue:
34,386,426 options exercisable at $0.20 each expiring 31 March 2016 (listed)
23,152,398 options exercisable at $0.013 each expiring 30 June 2014 (listed)
2,000,000 options exercisable at $0.20 each expiring 1 May 2016 (unlisted)
17,000,000 options exercisable at $0.02 each expiring 30 June 2017 (unlisted)

2.7 If the proposed takeover bid is successfully completed, Burraga shareholders and option holders will together hold approximately 78% of Elysium prior to the exercise of any Elysium options.

STRUCTURE OF REPORT

Our report is set out under the following headings:

3 PURPOSE OF REPORT
4 OPINION
5 BASIS OF EVALUATION
6 BACKGROUND
7 OVERVIEW OF BURRAGA
8 OVERVIEW OF ELYSIUM
9 VALUATION METHODOLOGIES
10 VALUE OF BURRAGA
11 VALUE OF ELYSIUM
12 ADVANTAGES AND DISADVANTAGES OF THE OFFER
13 CONCLUSION AS TO FAIRNESS AND REASONABLENESS

APPENDICES

I SOURCES OF INFORMATION
II STATEMENT OF DECLARATION & QUALIFICATIONS
III FINANCIAL SERVICES GUIDE

3 PURPOSE OF REPORT

3.1 The purpose of this report is to advise the Non-Associated Shareholders of Elysium of the fairness and reasonableness of the Offer.
3.2 This report provides an opinion on whether or not the terms and conditions in relation to the transaction are fair and reasonable to the Elysium shareholders whose votes are not to be disregarded in respect of the transaction (that is, the Non-Associated Shareholders).
3.3 The ultimate decision whether to accept the terms of the Offer should be based on each shareholders’ assessment of their own circumstances, including their risk profile, liquidity preference, tax position and expectations as to value and future market conditions. If in doubt about the Offer or matters dealt with in this report, shareholders should seek independent professional advice.
3.4 For the Offer to be fair, the value of the Burraga shares and options being acquired must be equal to or greater than the value of the consideration, being Elysium ordinary shares. To be reasonable the shareholders must obtain an overall benefit if the transaction proceeds. In forming an opinion as to whether the Offer is fair and reasonable, the following factors have been considered:
the underlying value of Burraga to be acquired by Elysium;
the underlying value of Elysium shares to be issued as consideration to Burraga;
the likely market price and liquidity of Elysium shares if the Offer is not implemented;
the likelihood of an emergence of an alternative proposal that could realise better value for Elysium Shareholders.
3.5 This report has been prepared to satisfy the requirements of the Corporations Act 2001 (Cth) (“Corporations Act”) and the Australian Stock Exchange (“ASX”) Listing Rules.

Corporations Act Requirements

3.6 The Company has made the Offer for all of the ordinary shares and options in Burraga via an off-market takeover bid pursuant to Chapter 6 of the Corporations Act for which Shareholder approval is required to be obtained. The Conditions of the Offer are detailed at section 6.4.

ASX Listing Rules

3.7 ASX Listing Rule 10.1 requires that a listed company must obtain shareholder approval before it acquires or disposes of a substantial asset. This applies where the vendor of the relevant assets is a related party of the listed company and when the consideration to be paid on the acquisition constitutes more than 5% of the equity interest of that company at the date of the last audited accounts.
3.8 ASX Listing Rule 10.10 requires a report on the Offer from an independent expert stating whether the Offer is fair and reasonable to shareholders of Elysium other than Cazenove and its associates.

4. OPINION

4.1 In our opinion, the proposed Offer to acquire all of the issued shares and options of Burraga held by Cazenove through the issue of Elysium shares is fair and reasonable to the Non-Associated Shareholders of Elysium.
4.2 Our opinion is based solely on information available as at the date of this report.
4.3 The principal factors that we have considered in forming our opinion are summarised below.

Fair

4.4 According to RG 111, for the Offer to be fair, the value of the Burraga shares and options being acquired must be equal to or greater than the value of the consideration, being Elysium ordinary shares. Since Burraga is acquiring control of Elysium, our assessment of the value of Elysium incorporates a premium for control.
4.4.1 Based on the analysis contained in section 10 of this report, the indicative value of 100% of Burraga, which incorporates all Burraga shares and options, is between $6,012,931 and $11,691,421, with a midpoint value of $8,852,176 , based on the following share value range:

Burraga Share Value Burraga OptionValue		Low ($) High ($) Midpoint ($)
		0.070 0.130 0.100 n/a 0.061 0.061

Valuation of Consideration	EYL Shares Low ($) High ($) Midpoint ($)
Burraga Share Value Burraga Option Value	85,700,000 6,012,931 11,172,921 8,500,000 - 518,500
	94,200,000 6,012,931 11,691,421 8,852,176

4.4.2 Based on the analysis contained in section 11 of this report, the indicative value of the consideration being paid by Elysium for the ordinary shares in Burraga is between $7,352,150 and $7,917,700, with a midpoint value of $7,634,925 , based on the following share value range:

share value range:	share value range:
Elysiumshares value-controlling basis		Low ($) High ($) Midpoint ($)
		$0.013 $0.014$0.0135

Consideration	Elysium Shares	Low ($) High ($) Midpoint ($)
Share Offer Option Offer	557,050,000 8,500,000	7,241,650 7,798,700 7,520,175 110,500 119,000 114,750
	565,550,000	7,352,150 7,917,700 7,634,925

4.4.3 Based on the figures in the tables above, the value range attributed to Burraga, with a midpoint of $8,852,176 , exceeds the value range of consideration being paid by Elysium, with a midpoint of $7,634,925 .

4.4.4 In order to assess whether the Offer is fair, we also need to compare the pre-transaction value per share of Elysium on a control basis with the post-transaction value per share of Elysium on a minority basis. This is shown in the table below:

Elysium Value and Opinion	Low ($) High ($) Midpoint ($)

Control value per share	0.0130 0.0140 0.0135
Shares on issue, pre-Offer Control valuation, pre-Offer Valuation of Burraga Post-Offer Value Post-Offer shares on issue Value per share Minority discount(refer to section 9.4)	160,130,741 160,130,741 160,130,741 2,081,700 2,241,830 2,161,765 6,012,931 11,691,421 8,852,176
	8,094,631 13,933,252 11,013,941 725,680,741 725,680,741 725,680,741 0.011 0.019 0.015 10% 10% 10%
Post-Offer Valuation per share	$ 0.0100 $ 0.0173 $ 0.0137

4.5 In our opinion the Offer is fair based on the following: i. the value attributed to Burraga exceeds the consideration being paid by Elysium; and
ii. the valuation range of the Elysium shares held by Non-Associated Shareholders increases as a result of the Offer.

Reasonable

4.6 ASIC Regulatory Guide 111 states that a transaction is reasonable if:
The Offer is fair; or
Despite not being fair the expert believes that there are sufficient reasons for shareholders to accept the Offer in the absence of any higher bid before the close of the Offer.
4.6.1 We have concluded that the Offer is reasonable. In forming our opinion we have considered the following relevant factors:
The Offer provides an opportunity for Elysium to continue to meet its stated objectives of investing in highly prospective copper-gold exploration projects such as those held in Burraga.
The Offer provides Elysium Shareholders with an opportunity to become shareholders in a larger business with greater market capitalisation and will result in the combined entity of Elysium and Burraga having increased size and liquidity in the shares of the Company.
The combined businesses of Elysium and Burraga will result in greater scale and diversity of assets, potentially leading to greater profits and cash flows. Elysium intends to integrate the Burraga operations into its structure, reduce corporate costs and provide the structure to raise funding for the development of the Burraga projects.
The independent director of Elysium is of the opinion that the proposed takeover bid for Burraga is in the best interests of the Company's Non-Associated Shareholders

and in the absence of a superior alternative proposal is a strategic opportunity for the Company.

The Directors consider that the current board and management team of Burraga possess the experience and skills required to meet the Company’s objectives of developing a successful gold, copper and other base metals exploration business.
We are unaware of any alternative proposal at the date of this report that could realise better value for Elysium shareholders.
If the Offer is not approved and the takeover bid does not proceed, Elysium will incur third party expenses relating to advisors and other costs, without any material benefit being achieved.

Having considered that the Offer is fair, the potential of the Burraga assets, and the alternatives of not proceeding with the proposed takeover bid, in our opinion the Shareholders of Elysium should benefit if the proposed takeover bid proceeds and therefore, in our opinion the Offer is reasonable.

4.7 Accordingly, in our opinion, the Offer is fair and reasonable to the Non-Associated Shareholders of Elysium.

5 BASIS OF EVALUATION

5.1 In our assessment of whether the Offer is fair and reasonable to Elysium Non-Associated Shareholders, we have given due consideration to the Regulatory Guides issued by the ASIC, in particular, Regulatory Guide 111 “Content of Experts Reports” and Regulatory Guide 112 “Independence of Experts Reports”.
5.2 Under Regulatory Guide 111, a transaction is “fair” if the value of the asset being acquired (in this case 100% of the equity in Burraga) is equal to or greater than the value of the consideration being offered (in this case, Elysium shares). Additionally, under Regulatory Guide 111 an offer is “reasonable” if it is fair. It is possible for an offer to be reasonable despite being unfair. This would be after the expert considers that, based on non-financial factors, the shareholders should still approve the Offer in the absence of any alternative proposals.
5.3 Our report has compared the likely advantages and disadvantages to non-associated shareholders if the Offer is agreed to, with the advantages and disadvantages to those shareholders if it is not. Comparing the value of the shares to be acquired under the Offer and the value of the consideration to be paid is only one element of this assessment.
5.4 We have considered whether any shareholder will obtain a level of control in Elysium as a result of the proposed takeover bid. In the event that a change in control arises from the proposed takeover bid, proportionately greater benefits to non-associated shareholders must be demonstrated. In this case Burraga shareholders will obtain control of Elysium and this issue needs to be considered in comparing the value received by Non-Associated Shareholders in comparison to the value being paid.
5.5 Normal valuation practice is to determine the fair market value of an asset assuming a counter party transaction between a willing and not anxious buyer and a willing but not anxious seller, clearly at arm’s length. We have adopted this approach in determining the market value of 100% of the equity of Burraga and Elysium.
5.6 In evaluating the Offer, we have considered the value of the Burraga shares and options being acquired and compared this to the amount of consideration to be paid through the issue of Elysium ordinary shares for this acquisition. We consider that the Offer will be fair and reasonable if, on balance, the Non-Associated Shareholders in Elysium will be better off if the Offer is approved. We will also consider the Non-Associated Shareholder’s interests should the Offer not proceed.
5.7 In our assessment of the Offer we have considered, in particular the following:
The operational and financial position of Burraga and Elysium;
The value of 100% of Burraga, comprising all shares and options, under various methodologies;
The value of Elysium shares, under various methodologies;
Any control premium associated with the Offer;
The advantages and disadvantages associated with approving the Offer;

Share trading history of Elysium shares;
The likely value and liquidity of Elysium shares in the absence of the acquisition;
Other qualitative and strategic issues associated with the Offer.
5.8 The documents and information relied on for the purpose of this valuation are set out in Appendix I. We have considered and relied upon this information and believe that the information provided is reliable, complete and not misleading and we have no reason to believe that material facts have been withheld. The information provided was evaluated through analysis, enquiry and review for the purpose of forming an opinion as to whether the Offer is fair and reasonable. However, in assignments such as this, time is limited and we do not warrant that our enquiries have identified or verified all of the matters which an audit or extensive examination might disclose. None of these additional tasks have been undertaken.
5.9 We understand the accounting and other financial information that was provided to us has been prepared in accordance with generally accepted accounting principles.
5.10 An important part of the information used in forming an opinion of the kind expressed in this report is the opinions and judgement of management. This type of information has also been evaluated through analysis, enquiry and review to the extent practical. However, it must be recognised that such information is not always capable of external verification or validation.
5.11 HCC are not the auditors of Elysium or Burraga. We have analysed and reviewed information provided by the management and external advisers of Elysium and made further enquiries where appropriate.
5.12 This report has been prepared after taking into consideration the current economic and market climate. We take no responsibility for events occurring after the date of this report which may impact upon this report or which may impact upon the assumptions referred to in the report. To the extent we become aware of a material change in circumstances since the date of our report, we will issue a supplementary report at the request of Elysium if so required.

6 BACKGROUND

6.1 Elysium engages in the exploration of gold, copper and other base metals in Australia. It holds a 100% interest in the Horseshoe South project and the Redmond project located in Mt Barker in Western Australia. The company was formerly known as United Orogen Limited and changed its name to Elysium Resources Limited in July 2013. Elysium Resources Limited was founded in 2006 and is based in Sydney, Australia. Further information on Elysium’s business operations can be found at Section 8 of this report.
6.2 Burraga is an unlisted Australian public company that owns three contiguous exploration licences totalling 183 sq kms in the Lachlan Fold Belt of New South Wales. The exploration licences include Lloyds Copper Mine, the Hackneys Creek gold deposit and the Lucky Draw gold mine all of which produced copper and gold. Burraga’s JORC Resources currently stand at 3.2Mt @ 0.5% copper and 2.7Mt @ 1.6gpt gold. Further information on Burraga’s business operations can be found at Section 7 of this report.
6.3 The proposed takeover bid involves the following key terms:
Under the Share Offer, Burraga shareholders will receive six and a half fully paid ordinary Elysium shares for each issued and fully paid Burraga share held.
Under the Option Offer, Burraga option holders will receive one Elysium share for each Burraga option.
The Option Offer and Share Offer will each remain open for a period of 1 month (unless withdrawn during that period under section 652B of the Corporations Act) (“Offer Period”).
If the proposed takeover bid is successfully completed, Burraga shareholders and option holders will together hold approximately 78% of Elysium.
6.4 Conditions of the proposed takeover bid include the following:
a) Minimum Acceptance: During or before the end of the Offer Period, Elysium has a relevant interest in at least than 90% (by number) of Burraga shares and options;
b) Shareholder Approval: Elysium shareholders’ approval is obtained in relation to the proposed takeover bid (or any part of it) for any purposes required by the ASX Listing Rules or the Corporations Act;
c) Regulatory Approvals: All required regulatory approvals in relation to the proposed takeover bid are obtained;
d) Superior Proposal: During or before the end of the Offer Period, Elysium does not receive a proposal in respect of Elysium which an independent expert determines to be superior to the Share Offer for the Elysium shareholders;
e) No Material Adverse Change occurs with respect to the assets, liabilities, financial or trading position, profitability or prospects of Burraga;
f) No Prescribed Occurrence occurs;
g) Share Offer Unconditional: In respect of the Option Offer, at or before the end of the Offer Period, the Share Offer is or has been declared unconditional in all respects.

7. OVERVIEW OF BURRAGA

7.1 Corporate Overview

7.1.1 Burraga is an unlisted public company focussed on advanced exploration in their tenements around Burraga NSW which are located in a complex geological setting within the southern part of the Hill End trough. This area is part of the highly prospective Lachlan Fold Belt where substantial gold mineralisation and base metal deposits have been identified and developed.
7.1.2 Burraga is undertaking a review of the pre-feasibility study on the Lloyds Mine copper tailings and an aggressive exploration programme to primarily identify a major copper resource and additionally identify significant gold resources.
7.2 Capital Structure and Ownership
7.2.1 Burraga currently has on issue:
85,700,000 fully paid ordinary shares;
8,500,000 options to subscribe for shares at $0.15 per share on or before 31 October 2016.
7.2.2 As at the date of this report the top ten direct shareholders of Burraga are as follows:

Shareholder	Shares	Options	%
SiwelCapital PtyLtd	11,772,484	-	13.74%
Stonetown PtyLtd	8,250,000	-	9.63%
CazenovePtyLtd	5,637,484	2,500,000	6.58%
Biatan PtyLtd	5,175,000	-	6.04%
ZurkicMining ConsultantsPtyLtd	4,885,001	2,500,000	5.70%
Apollan PtyLtd	4,075,002	-	4.75%
Farrell FloydHoldingsPtyLtd	4,039,001	-	4.71%
DavidHuntPtyLtd	3,100,000	-	3.62%
MecadanePtyLtd	3,110,001	-	3.63%
Lightbrash PtyLtd	2,630,006	-	3.07%
	53,073,979		61.93%

7.3 Burraga Resources

7.3.1 Burraga is currently developing its contiguous licences EL6463 of 84 km[2] and EL6874 of 24 km[2] located in the Lachlan Fold Belt of NSW Australia. The Company was recently awarded EL7975 of 75 km[2] that adjoins its other licenses and captures control of the particular geological feature hosting the Lucky Draw gold mine and the Hackneys Creek gold deposit.

7.3.2 The tenements are located 173 kilometres from inner Sydney which is approximately 3 hours’ drive west of Sydney. Burraga is 49 kilometres by road south east of the town of Oberon.
7.3.3 Following are extracts from the Independent Geologist’s Report on EL 6463 issued by Geomodelling Ltd on 1 August 2013:

The Burraga Exploration Licence no. 6463 is located some 60 kilometres south of Bathurst in eastern New South Wales and encompasses the small village of Burraga. The exploration licence is located in a structurally complex geological setting within the southern part of the Hill End Trough. The licence area and its surroundings are prospective for orogenic gold deposits, Burraga-style base-metal deposits and intrusionrelated gold (IRGS type) deposits, including the unusual Lucky Draw skarnoid style of mineralisation.

The recent discovery of substantial gold mineralisation at McPhillamys Hill between Blayney and Bathurst has altered the perspective of key structural controls on gold mineralisation and the prospectivity of sections of the Lachlan Fold Belt. The McPhillamys deposit (at least 2.96 million ounces of gold) lies on the southwestern margin of the Hill End Trough adjacent to the Godolphin Fault within strongly deformed sediments and acid volcanics (Anson Formation) belonging to the Late Silurian Mumbil Group. The Godolphin Fault separates the Mumbil Group rocks that host the McPhillamys deposit on the northeastern side of the fault from Late Ordovician volcanics, sediments and intrusives of the Blayney Volcanics to the west.

To the southwest of the Lucky Draw deposit, the Burraga copper deposits were mined mainly during the late 19th century. The largest producer was the Lloyds Copper Mine which produced 19,443 tonnes of copper (470,000 tonnes of ore at 3.6% Cu) from a complex quartz – carbonate -sulphide vein system located within a significant altered shear zone. Recent drilling by BCEPL has confirmed the presence of significant widths of moderate grade copper - silver - gold ± zinc ± lead mineralisation on the margins of the historically mined vein. The style of mineralisation in the Burraga deposits is also somewhat ambiguous, showing characteristics typical of both large carbonate-base metal (deep epithermal) mineralised systems and volcanic hosted massive sulphide (VHMS) systems.

7.3.4 An Independent Geologist’s Report was also issued for EL 6874 and EL 7975 by Rangott Mineral Exploration Pty Ltd on 30 May 2013, which contained a similar description of the Burraga area as above.
7.3.5 Burraga tenements have a total JORC Resource of 17,000 tonnes of in-situ Copper and 141,000 ounces of in-situ Gold.

7.3.6 Below is Burraga’s mineral resource statement based on the Independent Geologist’s Reports issued:

BY DEPOSIT	Category	Tonnes (Kt)	Cu (%)	Au (gpt)	Pb (%)	Zn (%)	Ag (gpt) 6.2 6.2 10 9.7 9.8
Lloyd's (Hard-rock)	Measured
	Indicated
	Inferred	2,961	0.5	0.1	0.1	0.3
	Total	2,961	0.5	0.1	0.1	0.3
Lloyd's (Tailings)	Measured
	Indicated	125	1.2	0.3	0.0	0.2
	Inferred	109	1.2	0.3	0.0	0.2
	Total	234	1.2	0.3	0.0	0.2
Hackney's Creek	Measured
	Indicated
	Inferred	2,206		1.4
	Total	2,206		1.4
Lucky Draw	Measured
	Indicated
	Inferred	468		2.1
	Total	468		2.1

BY PRODUCT	Category	Tonnes (Kt)	Cu (%)	Au (gpt)	Pb (%)	Zn (%)	Ag (gpt)
Base Metals	Measured
	Indicated	125	1.2	0.3	0.0	0.2	10
	Inferred	3,070	0.5	0.1	0.1	0.3	6.3
	Total	3,195	0.5	0.1	0.1	0.3	6.4
Gold	Measured
	Indicated
	Inferred	2,673		1.6
	Total	2,673		1.6

BY PRODUCT	Category	Tonnes (Kt)	Cu (%)	Au (gpt)	Pb (%)	Zn (%)	Ag (gpt)
	Measured
Base Metals	Indicated	125	1.2	0.3	0.0	0.2	10
	Inferred	3,070	0.5	0.1	0.1	0.3	6.3
	Total	3,195	0.5	0.1	0.1	0.3	6.4
	Measured
Gold	Indicated
	Inferred	2,673		1.6
	Total	2,673		1.6

7.4 Financial Information

7.4.1 Set out below is the Audited Consolidated Profit and Loss Statements of Burraga for the financial years ended 30 June 2011 (“FY 2011”), 30 June 2012 (“FY 2012”) and 30 June 2013 (“FY 2013”).

BURRAGA COPPER LIMITED	BURRAGA COPPER LIMITED
CONSOLIDATED PROFIT AND LOSS STATEMENT
Revenue Director and consultant expenses Depreciation Occupancy expenses Travel expenses Insurance expenses Audit and accounting expenses Employee related expenses Other expenses Loss before income tax Income tax expense Netloss after income taxexpense	FY 2013 FY 2012 FY 2011 100,417 70,437 23,315 (585,184) (383,080) (166,000) (15,606) (10,715) (3,508) (66,179) (45,157) (10,415) (38,424) (53,045) (2,633) (27,353) (21,116) - (43,138) (65,950) (21,000) (111,013) (50,033) - (179,144) (58,126) 16,333
	(1,066,041) (616,785) (196,574) - - -
	(1,066,041) (616,785) (196,574)

7.4.2 Set out below is the Consolidated Balance Sheet of Burraga as at 30 June 2013.

	BURRAGA COPPER LIMITED	BURRAGA COPPER LIMITED
	CONSOLIDATED BALANCE SHEET

	CURRENT ASSETS Cash and cash equivalents Trade and other receivables NON-CURRENT ASSETS Property, plant & equipment Acquisition, exploration and evaluation expenditure TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Accumulated losses TOTAL EQUITY	As at 30 June 2013 521,049 108,392
		629,441
		53,557 2,210,658
		2,264,215

		2,893,656
		89,695
		89,695

		89,695

		2,803,961
		4,582,943 (1,778,982)
		2,803,961

8. OVERVIEW OF ELYSIUM

8.1 Corporate History

8.1.1 Elysium engages in the exploration of gold, copper and other base metals in Australia. It holds a 100% interest in the Horseshoe South project and the Redmond project located in Mt Barker in Western Australia.
8.1.2 The company was formerly known as United Orogen Limited and changed its name to Elysium Resources Limited in July 2013. In June 2013 the Company issued a prospectus for the non-renounceable pro-rata rights issue of up to 113,825,946 new shares at $0.013 per share and 56,912,973 new options with an exercise price of $0.013 and an expiry date of 30 June 2014. Subsequent to the closure of the Rights Issue in June, the Company issued 31,820,180 ordinary shares and 15,910,090 listed options exercisable at $0.013 per share. On 29 July 2013 under the Rights Issue Shortfall facility, the Company issued a further 14,484,615 ordinary shares and 7,242,308 listed options exercisable at $0.013 per share.
8.1.3 The Rights Issue and Shortfall facility raised a total of $601,962 which the Company intends to apply towards enabling it to continue to pursue its corporate objectives, the review of the exploration programs on existing projects, evaluation of potential project opportunities and replenishment of working capital.

8.2 Capital Structure and Ownership

8.2.1 As at the date of this report the top ten direct shareholders of Elysium are as follows:

Elysium Shareholder	Number of Shares	% of Shares
Iron Mountain Mining Limited	31,099,288	19.42%
Carling Capital Partners Pty Ltd	24,000,000	14.99%
Darmal Pty Ltd	13,010,000	8.12%
Jend Pty Ltd	12,500,000	7.81%
Golden Spider Entertainment Pty Ltd	10,000,000	6.24%
Grabbott Enterprises Pty Ltd	7,500,000	4.68%
Global1 Pty Ltd	5,020,000	3.13%
Mecadane Pty Ltd	5,000,000	3.12%
Zurkic Mining Consultants Pty Ltd	5,000,000	3.12%
Apollan Pty Ltd	3,846,154	2.40%

8.3 Mineral Assets

8.3.1 Elysium has an interest in the following tenements as at 31 August 2013:

Tenement Name	Area	GrantDate	ExpiryDate
E52/2569	2 Blocks	18/06/2010	17/06/2015
E70/4073	15 Blocks	2/04/2012	1/04/2017

8.3.2 The information below has been extracted from the Company’s annual reports and website and is based on information estimated or interpreted by Neb Zurkic, Elysium’s chief technical advisor, a member of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists. Neb Zurkic has a minimum of five years experience in the estimation, assessment and evaluation of Mineral Resources and Ore Reserves. Mr. Zurkic has significant experience that is relevant to the styles of mineralisation and types 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 Mineral Resources and Ore Reserves”.

8.3.3 E52/2569 “Horseshoe South”

This tenement is 5.5km[2] and lies 4km to the south of the Horseshoe Lights Mine which is a VMS style ( volcanogenic massive sulphide ) high grade copper ore body. Over the past several years, Horseshoe Metals Ltd (ASX:HOR) has been delineating extensions to the south plunging ore-body with a consistent flow of encouraging results to the market. As recently as May 27, 2013, HOR has reported copper results as high as 10% under the existing pit.

Due to its proximity to an existing high grade copper ore-body which was an economically viable mine in the recent past and continues to provide excellent drilling results, the Company considers this tenement a good fit to its strategy and has been active in reviewing existing information. The Company’s consultant geophysicist has reprocessed results from an airborne geophysics survey flown in 2011. This has been reinterpreted with earlier geophysics and surface sampling, including drilling, carried out to the west of the tenement by Sabminco in the 1980’s and 90’s. Sabminco’s best drilling results, some 200-300m west of the Company’s tenement, include 9m @ 10.32 gpt Au from 19m into similar geology found in the western part of the Company’s tenement.

Previous explorers’ grid soil sampled most of the Company’s tenement without much success. The Company has reviewed the two magnetic targets in light of all the data available. Drilling over these targets has also been undertaken previously to depths of 5075m with no encouragement from the results. The Company’s review of the magnetic data shows that the targets are 100-200m deep. A reconnaissance field visit will be used to plan a drilling program. Indications are that 3 Reverse Circulation (RC) drill-holes will be needed at a minimum to test the two targets; 1 into the north-central target and two in the larger western target.

8.3.4 E70/4073 “Redmond”

Centred on the Blue Gum gold prospect, 1890’s newspapers reported historical workings 24km south west of Mt Barker in Western Australia which consisted of several vertical

shafts and small pits. Previous explorers have reported that with the passage of time all surface evidence has since disappeared due to farming activity. Historical mining reports show “reefs” of up to 7m wide and grading up to 14 gpt gold being mined. More recently gold has been reported to have been panned from the nearby river. In the 1990’s limited soil sampling and 4 Rotary Air Blast (RAB) holes were drilled to depths of 20m; the results of this work was not encouraging.

The Company has this year undertaken a review of the available geophysics over the area. Orogenic gold is structurally controlled and the RTP magnetic data appears to show a WNW lineament in approximately the area where historical mining is recorded. The lineament may be a dyke and appears to have affected the course of the river. The radiometric data show potassium, it is unclear whether this is in-situ alteration or it has come from upstream.

8.4 Malang Project

8.4.1 As announced to the market on 9 August 2013, Elysium has agreed terms of a Heads of Agreement (“HoA”) with PT Gata Sumbar Daya (“Gata”) to earn 67.5% of the Malang Project on East Java in Indonesia, by advancing the exploration efforts at the copper and gold targets.
8.4.2 Gata, headed by highly regarded geologist Mr Adi Maryono, will partner Elysium and provide local exploration and administrative expertise on its Indonesian projects. Mr Maryono is a long standing associate of Elysium’s Chief Technical Advisor Neb Zurkic, having worked together on Newmont Mining’s world class Batu Hijau and Elang deposits.
8.4.3 Gata through its experience in discovering and working directly on some of the largest copper-gold deposits in the world has been able to identify prospective areas on the Indonesian Archipelago through methodical reconnaissance exploration. The South Malang district along with three porphyry Cu-Au deposits at Batu Hijau, Elang and Tujuh Bukit are located along the prospective Neogene magmatic arc belts of Eastern Sunda. These districts are tectonically confined to the fertile eastern segment, from East Java to Sumbawa, that was constructed on thinner island arc crust bounded by the Australian continental crust further east in Sumba and Timor.
8.4.4 The four prospects display encouraging surface features and are contained within a single 99.93km[2] concession. Large lithocap alteration footprints represent gold-silver-copper exploration targets of overlying high sulphidation epithermal gold-silver and possibly underlying porphyry gold-copper deposits.
8.4.5 Elysium has agreed to advance US$200,000 for the purposes of securing the exploration permit (IUP) from the relevant Indonesian government authority. Under the HoA, Elysium has also agreed to provide up to AU$2,000,000 over a three-year period upon Gata securing the IUP, Elysium completing due diligence in respect of Gata and the completion of the acquisition of 75% of the share capital of Gata through the cash payment of US$100,000 plus 40,000,000 Elysium shares to be issued in equal monthly instalments over 20 months.

8.5 Financial Information

8.5.1 Set out below is the Audited Consolidated Profit and Loss Statements of Elysium for the financial years ended 30 June 2011 (“FY 2011”), 30 June 2012 (“FY 2012”) and 30 June 2013 (“FY 2013”).

ELYSIUM RESOURCES LIMITED	ELYSIUM RESOURCES LIMITED
CONSOLIDATED PROFIT AND LOSS STATEMENT
Revenue from continuing operations Other income Administration Exploration costs1 Occupancy costs Depreciation Employment costs Takeover costs Loss on sale of shares Loss on fixed assets Impairment of available for sale financial assets Profit/(Loss) before income tax Income tax expense Net Profit/(Loss) after income tax Other Comprehensive Income Changes in the fair value of available for sale financial assets Other comprehensive income for the year net of tax Total comprehensive income for the year attributable to members	FY 2013 FY 2012 FY 2011 24,525 86,118 729,293 1,011 20,607 551,687 (384,834) (187,597) (154,676) (5,965,160) (92,415) (135,953) (241) (13,818) (14,964) (1,359) (3,342) (10,840) (52,112) (451,592) (540,660) - (27,310) - (159,859) - - (3,206) - - - (1,246,344) (689,500)
	(6,541,235) (1,915,693) (265,613) - - - (6,541,235) (1,915,693) (265,613)
	- (370,364) 386,864
	- (370,364) 386,864
	(6,541,235) (2,286,057) 121,251

[1] Elysium’s accounting policy is that acquisition, exploration and evaluation expenditure incurred is written off as incurred. The large write-off of exploration costs in FY2013 related to the consolidation of Orange Hills Resources Limited acquired by Elysium on 30 April 2012 and the value of their mining assets.

8.5.2 Set out below is the Consolidated Balance Sheet of Elysium as at 30 June 2013.

	ELYSIUM RESOURCES LIMITED	ELYSIUM RESOURCES LIMITED
	CONSOLIDATED BALANCE SHEET

	CURRENT ASSETS Cash and cash equivalents Trade and other receivables NON-CURRENT ASSETS Property, plant & equipment Available for sale financial assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Share application monies1 TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY	As at 30 June 2013 562,160 24,202
		586,362
		1,627 39,500
		41,127

		627,489
		84,724 413,622
		498,346

		498,346

		129,143
		13,484,369 102,180 (13,457,406)
		129,143

1 Share application monies received in relation to the non-renounceable rights issue. Allocation of these funds to contributed equity subsequent to year end would increase net assets to $542,765.

9 VALUATION METHODOLOGIES

9.1 Selection of Methodology

9.1.1 In order to assess the fairness of the Offer a value needs to be attributed to Burraga and Elysium shares.
9.1.2 In assessing the value of Elysium and Burraga we have considered a range of valuation methods. ASIC Regulatory Guide 111 Content of Expert Reports states that in valuing a company the expert should consider the following commonly used valuation methodologies:
Market Value of Shares: the quoted price for listed securities in a liquid and active market;
Realisation of Assets: the amount that would be available for distribution to security holders on an orderly realisation of assets;
Capitalisation of Future Maintainable Earnings: the value of trading operations based on the capitalisation of future maintainable earnings;
Discounted Cash Flow: the net present value of future cash flows;
Comparable Market Offers: the identification of comparable sale transactions.

We consider each of these valuation methodologies below.

9.1.3 Market Value of Shares as Quoted on the ASX

This method involves the valuation of an entity based on its actively traded equities, which represent the market capitalisation of the share capital of the entity, in a liquid and knowledgeable market.

Any assessment of the market value of the quoted equities needs to consider the following:

The liquidity of the quoted equity based on the volume and frequency of trading;
The number of ‘unusual’ and/or ‘abnormal’ trades that occur; and
The timing and level of dissemination of information to the market.

If a quoted ordinary equity is traded in an active, liquid and knowledgeable market, then the market price of the quoted ordinary equity should represent the ‘fair’ market value of the quoted ordinary equity.

A premium may also need to be applied to the value of the quoted ordinary equity to determine the value of the equity holding in the circumstances where a party is acquiring or increasing a controlling equity position.

We consider that adopting a market value of shares methodology to determine an indicative value of Elysium is appropriate as it reflects all publicly available information on the company and therefore we believe it is a reliable reflection of the current value of Elysium shares.

This method is not appropriate for Burraga as its shares are not listed or publicly traded.

9.1.4 Realisation of Assets

The net assets or cost based approach to value is based on the assumption that the value of all assets (tangible and intangible) less the value of all liabilities should equal the value of the entity. The net asset value is determined by marking every asset and liability on and off the company’s balance sheet to current market values.

This approach is generally not appropriate where assets are employed productively and are earning more than the cost of capital. It is often used as a cross check to assess the relative riskiness of the business.

The notional realisation of assets has been adopted to assess the minimum net realisable value of Elysium, inclusive of a control premium for the value of its public listing .

Burraga comprises assets that are in their early stages of exploration and development with no historical earnings. Their value may change significantly as exploration and evaluation activities progress. Burraga has no other assets or liabilities. Burraga has had independent geological reports issued to define their resources, however due to the early stage of exploration, an independent valuation of the tenements has not been conducted by these industry experts. As Burraga’s assets are still at an exploration phase an independent valuation would be subject to many varying assumptions. The notional realisation of assets has been adopted to assess the minimum net realisable value of Burraga.

For the purpose of the valuation of Burraga’s mineral assets using the net realisable value of assets approach, we have considered the market value at which comparable listed companies have traded as a multiple of their resource base.

9.1.5 Capitalisation of Future Maintainable Earnings

Under the earnings based valuation method, the value of the business is determined by capitalising the estimated future maintainable earnings of the business at an appropriate capitalisation rate or multiplier of earnings. The multiple is a coefficient, representing the risk that the business may not achieve projected earnings.

This method is appropriate in valuing a business when there is a history of earnings, the business is established and it is assumed the earnings are sufficiently stable to be indicative of ongoing earnings potential.

This method is not considered appropriate for the valuation of either Elysium or Burraga as the assets they hold are not currently contributing to earnings.

9.1.6 Discounted Cash Flow – Net Present Value

Discounted cash flow valuations involve calculating the value of a business on the basis of the net cash flows that will be earned from the business over its life. The cash flows are discounted to reflect the risk involved with achieving the forecast cash flows.

Management of Burraga are unable to forecast future cash flows from its exploration assets with sufficient confidence and verification without the use of an industry expert.

Neither Burraga nor Elysium have prepared forecast cash flows, therefore a value cannot be placed on Elysium or Burraga using the discounted cash flow method.

The future profits of Burraga are dependent on the successful exploration and development of its tenements. Directors have advised that at this stage they are unable to provide reliable cash flow forecasts on which to base a valuation and a cash flow valuation approach is not appropriate.

9.1.7 Comparable Market Offers

This methodology involves the identification of comparable transactions to a similar business or asset to that being valued.

We have considered the capital raisings recently conducted by Elysium and Burraga in assessing the current market value of shares in each of the companies.

9.1.8 In forming an opinion on the valuations of Elysium and Burraga, HCC has considered the following:
The historical operations of the businesses;
The industries in which the businesses operate;
Information provided and discussions undertaken with management regarding future operations.

9.1.9 Financial information relied upon in applying selected valuation methods

We have reviewed financial accounts for the last three years of Elysium and Burraga. Ultimately, the management of the respective companies are responsible for the preparation and presentation of the financial information provided. The purpose of our review is to establish that the financial information used is not materially misstated. This review does not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

9.2 Valuation of Options

The Black-Scholes formula is commonly used for assessing the value of options over shares. Other valuation methodologies include computing the difference between the share price and the option exercise price and taking into consideration the benefit to the option holder of having the use of the funds required to exercise the option less the present value of the foregone dividends on the shares.

The Black-Scholes formula is a recognised and accepted model for the valuation of options and HCC has selected this as the preferred method as it takes into account the key parameters effecting the option valuation.

The Black-Scholes formula is as follows: Po = PsN(d1) – EN(d2)

t (1+r)

d1 = log (Ps / (E/(1+r)t)) + (q�t)/2 q�t d2 = d1 - q�t

where: Po = the current value of the option Ps = the current price of the share E = the exercise price of the option t = the time remaining before expiration (in years) r = the continuously compounded risk free rate of interest q = an estimate of the standard deviation of the continuously compounded annual rate of return on the shares N(d1) & N(d2) = the probability that a deviation less than d will occur in a normal distribution with a mean of zero and a standard deviation of one.

The assumptions underlying the Black-Scholes formula are as follows:

the underlying share pays no dividends during the life of the option;
the option can only be exercised on the expiration date;
there are no margin requirements, taxes or transaction costs;
the risk-free interest rate is constant over time and the market operates continuously;
the volatility of the share is constant and is defined as the standard deviation of the share’s price movement;
short selling is permitted.

9.3 Premium for Control

9.3.1 When considering transactions involving a substantial equity holding of a company, it is appropriate to address whether a premium for control should attach to the Offer. A premium for control is the difference between the price for each share that a buyer would be prepared to pay to obtain a controlling interest in a company and the price per share that would be required to purchase a share that does not carry with it a controlling interest. In most cases, the value of a controlling interest in the shares in a company significantly exceeds the listed market value of the shares. This reflects the fact that:
a) the owner of a controlling interest in the shares in a company obtains access to all free cash flows of the company being acquired, which it would otherwise be unable to do as a minority shareholder;
b) the controlling shareholder can direct the disposal of surplus assets and the redeployment of the proceeds;
c) the controlling shareholder can control the appointment of directors, management policy and the strategic direction of the company;
d) the entity taking over the company is often able to increase the value of the entity being acquired through synergies and/or rationalisation savings.

9.3.2 Empirical evidence indicates that the average premium for control (over and above the market price of the company’s shares) in successful takeovers in Australia generally range between 20% and 35% above the listed market price of the target company’s shares three months prior to the announcement of the bid (assuming no speculation of the takeover is reflected in the pre-bid price). However, the appropriate premium for control depends on the specific circumstances and, in particular, the level of synergy benefits able to be extracted by potential acquirers and the degree of confidence about the level and achievability of potential synergies and their timing.
9.3.3 Caution must be exercised in assessing the value of a company or business based on the market rating of comparable companies or businesses. The premium for control is an outcome of the valuation process, not a determinant of value. Premiums are paid for reasons that vary from case to case and may be substantial due to synergy or other benefits available to the acquirer. In other situations premiums may be minimal or even zero. It is inappropriate to apply a premium of 20-35% without having regard to the circumstances of each case. In some situations there is no premium. There are transactions where no corporate buyer is prepared to pay a price in excess of the prices paid by institutional investors through a capital raising.
9.3.4 A shareholder or group of associated shareholders are deemed to influence a company when they have control of more than 20% of the issued shares in a company. At this time a premium for control should normally be considered.
9.3.5 A premium for control is relevant to the proposed takeover bid, as it will result in the shareholders and option holders of Burraga owning approximately 78% of the shareholding in Elysium.
9.3.6 Our experience suggests the value of a listed company is between $500,000 and $800,000 depending on the subsequent regulatory requirements, including necessary compliance with ASX listing requirements. We have included a premium for control in valuing the Company’s listing at $700,000 when applying the net realisation of assets method, as a proxy for the value of a public listed shell company.
9.3.7 We have applied a premium for control of 10% to the value of Elysium shares based on the following:
a) Burraga shareholders will hold the majority of shares in Elysium and Elysium shareholders may not have a future opportunity to obtain a premium from the sale of their shares;
b) Burraga shareholders will together hold a controlling interest of Elysium and thereby will hold influence and control of Elysium’s free cash flows, decision making regarding the acquisition and disposal of assets and the redeployment of the proceeds;
c) Elysium has no current profitable business operation and has incurred significant losses in prior years;
d) The liquidity of Elysium shares has been extremely low, with only 3.2% of shares on issue traded in the last 12 months and less than 1% traded in the last three months. Considering the effect low liquidity may have on the Elysium share value, we believe that a premium for control above 10% may overstate the value that a potential investor is willing to pay to obtain a controlling interest in the Company.

9.4 Minority Interest Discount

9.4.1 The value of a minority shareholding is subject to a discount factor as the minority shareholder is not in a position to direct, and often not in a position to influence, the distribution of dividends, the investment of retained profits or the strategy and tactics of the company’s operations.
9.4.2 Elysium’s existing Non-Associated shareholders interest will decrease to 20% following completion of the Offer. We have discounted the post-Offer value per share on a control basis by 10% to arrive at a post-Offer value on a minority basis. We believe this discount is reasonable after considering the following factors:
a) Elysium is a listed public company where the shares held by Non-Associated shareholders are still able to be traded in an open market;
b) The assets currently held by Elysium that Non-Associated shareholders are losing control of;
c) The assessment of advantages and disadvantages associated with Elysium entering into the Offer.

10 VALUE OF BURRAGA

10.1 General

10.1.1 This section sets out of assessment of the underlying value of Burraga.
10.1.2 We have selected the market value approach and realisation of net assets as the primary and secondary valuation methodologies for Burraga as detailed in section 9.

10.2 Market Value of Shares and Options

10.2.1 We consider that the value of recent Burraga share issues provides a basis for a valuation of the Burraga shares being acquired by Elysium as they reflect the price at which independent parties have been willing to invest in Burraga.
10.2.2 Shown in the table below is a summary of recent share issues in Burraga and the volume weighted average price (“VWAP”) of these transactions of $0.13 .

Date of Issue	Number of Shares	Total Purchase ($)	Issue Price
July2012	1,300,138	195,021	0.150
Feb / Mar 2013	4,749,857	593,732	0.125
Total / VWAP 112,764		731,186	$0.130

10.2.3 Burraga currently has 85,700,000 ordinary shares on issue. Based on a market value per share of $0.13, the value of Burraga totals $11,172,921 .
10.2.4 Burraga also has 8,500,000 options on issue exercisable at $0.15 per share on or before 31 October 2016. The assumptions underlying the Black-Scholes formula outlined in Section 9.2 for the Burraga options are as follows:

Ps = $0.13 E = $0.15 t = 3 years r = 3%, Australian government bond rate for exercise period q = 75%

10.2.5 Based on our analysis of Burraga shares and the application of the Black Scholes formula above, we are of the opinion that the indicative valuation of the Burraga options is $0.061 per option, and a total value of all options of $518,500 .
10.2.6 We therefore conclude that the market value of Burraga shares and options is $11,691,421 as shown in the following table:

Securities on issue Value per share / option Total Equity Value	Shares Options Total Value
	85,700,000 8,500,000 0.130 0.061
	11,172,921 518,500 11,691,421

10.3 Realisation of Assets

10.3.1 As at 30 June 2013 Burraga’s net assets totalled $2,803,961, as detailed at section 7.4. Burraga’s net assets include capitalised acquisition, exploration and evaluation expenditure totalling $2,210,658.
10.3.2 Market data published by MinesOnline, a web-based broking platform, indicates that “The average price being paid per resource ounce for gold exploration properties over the last three years has been US$29 an ounce and has fallen to an average of US$22 an ounce in the past 12 months.”
10.3.3 Set out below are the resource multiples of the comparable companies that are engaged in gold mining development and pre-development in Australia, which shows a mean average valuation multiple of $23 an ounce.

Company Market Cap (A$m) Enterprise Value (EV) (A$m)	Attributable resources (Mt) Average gold grade (g/t) Attributable contained gold equiv (Moz) Resources Multiple (EV/Gold Equiv)
Aphrodite Gold Limited 7.5 7.5 Gondwana Resources Ltd 1.2 0.8 Gascoyne Resources Limited 31.7 28.4 Gold Road Resources Limited 38.7 33.6 Resource and Investment NL 25.7 23.6 Mungana Goldmines Ltd 12.1 3.5 Mount Magnet South NL 6.5 6.0 Northwest Resources Ltd 10.7 8.3 Doray Minerals Limited 96.5 73.6 Mutiny Gold Limited 19.9 34.6 Low High Mean Average	10,180 3.18 1,040 7.19 1,090 2.10 76 10.43 8,743 1.48 1,346 21.09 26,046 1.45 1,213 27.71 18,922 2.05 1,246 18.90 992 3.08 741 4.73 15,000 1.10 548 11.02 2,373 5.35 409 20.31 1,224 11.30 1,164 63.27 2,865 6.41 757 45.67
	992.00 1.10 76.00 4.73 26,046.00 11.30 1,346.00 63.27 8,743.50 3.75 854.00 23.03

1 Attributable resources = total resources x percentage of ownership in the flagship project 2 Contained gold equivalent = grade of resources x gold equivalent resources
3 Gold equivalent is the sum of contained resources adjusted for the ratio of the resource price to the price of gold

Source: Capital IQ, company presentations and websites, other publicly available information

10.3.4 Burraga tenements have total gold equivalent resources of 235,636 ounces of gold. Applying a value of $23 an ounce to the 235,636 ounces of gold values Burraga resources at $5,419,628.
10.3.5 Replacing the capitalised mineral assets expenditure of $2,210,658 with the market value of the resources of $5,419,628 values Burraga at $6,012,931 under the realisation of assets approach, as shown in the table below:

NET ASSET VALUE Book value of net assets 30/6/13 Add back capitalised exploration costs Add in market based minerals valuation Net Asset Valuation	$
	2,803,961 (2,210,658) 5,419,628
	6,012,931

10.4 Conclusion on the Value of Burraga Shares and Options

10.4.1 In our opinion the value of the Burraga shares and options for the purpose of this report is as follows:

Value of Burraga
Market value of securities			11,691,421
Realisation of assets			6,012,931
	Low	High	Midpoint
Range selected	6,012,931	11,691,421	8,852,176

11 VALUE OF ELYSIUM

11.1 General

11.1.1 This section sets out our assessment of the underlying value of Elysium shareholdings.
11.1.2 We have selected the market value of shares and realisation of net assets as the primary and secondary valuation methodologies for Elysium as detailed in section 9.

11.2 Market Value of Shares

11.2.1 In our opinion the value of Elysium for the purpose of the Offer should be examined on the basis of the current market value of the shares listed on the ASX. The market value of the shares listed on the ASX reflects all publicly available information on the company and therefore we believe it is a reliable reflection of the current value of the Company.
11.2.2 Following is a graph of the trading of Elysium shares over the last twelve months:

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11.2.3 The table below sets out the movement of Elysium share prices and trading up to 29 August 2013, being the date prior to the announcement of the Offer:

	Low $	High $	VWAP (1)	Volume
1 month	0.007	0.013	0.012	857,000
2 months	0.007	0.013	0.012	902,000
3 months	0.007	0.019	0.013	1,002,090
6 months	0.007	0.021	0.016	2,207,570
12 months	0.007	0.021	0.015	3,692,890

(1) The VWAP was calculated using the total value of all transactions divided by the total trading volume in the time period considered.

11.2.4 We note the liquidity of Elysium shares has been extremely low, with less than 1% traded in the last three months and only 3% traded in the last 12 months.
11.2.5 We conclude that the value of the Elysium shares under the market value approach for the purpose of this report is a VWAP of $0.012 per share, being the VWAP in the two months prior to the announcement of the Offer. We note this valuation is on a portfolio basis and does not reflect a premium for control.
11.2.6 Inclusive of a 10% premium for control, the value of the Elysium shares under the market value approach for the purpose of this report is a $0.013 per share.

11.3 Comparable Market Offers

11.3.1 In our opinion the value of Elysium shares should be examined on the basis of the market value of the shares recently issued.
11.3.2 As detailed at section 8.1, the Company issued a prospectus for the non-renounceable pro-rata rights issue in June 2013 of up to 113,825,946 new shares at $0.013 per share and 56,912,973 new options with an exercise price of $0.013 and an expiry date of 30 June 2014. The Rights Issue and Shortfall facility raised a total of $601,962 which the Company intends to apply towards enabling it to continue to pursue its corporate objectives, the review of the exploration programs on existing projects, evaluation of potential project opportunities and replenishment of working capital.
11.3.3 We therefore conclude that the value of the Elysium shares under the market value approach for the purpose of this report is $0.013 , being the value at which independent parties are currently willing to invest equity in the Company. Inclusive of a 10% premium for control, the value of the Elysium shares under the comparable offers approach for the purpose of this report is a $0.014 per share.

11.4 Conclusion on the Value of Elysium Shares

11.4.1 In our opinion the value of the Elysium shares on a controlling interest basis for the purpose of this report is as follows:

Value of Shares	$	$	$
Market value of shares			0.013
Comparable offers			0.014
	Low	High	Midpoint
Range selected	0.013	0.014	0.0135

12 ADVANTAGES & DISADVANTAGES OF THE OFFER

12.1 Approach to assessing Fairness and Reasonableness

HCC has followed the guidelines of ASIC Regulatory Guide 111 in assessing the fairness and reasonableness of the Offer. In forming its conclusions in this report, HCC compared the advantages and disadvantages for Non-Associated Shareholders if the Offer proceeds.

12.2 Advantages of the Offer

12.2.1 The proposed takeover bid provides an opportunity for Elysium to continue to meet its stated objectives of investing in highly prospective copper-gold exploration projects such as those held in Burraga.
12.2.2 The proposed takeover bid provides Elysium Shareholders with an opportunity to become shareholders in a larger business with greater market capitalisation and will result in the combined entity of Elysium and Burraga having increased size and liquidity in the shares of the Company.
12.2.3 The combined businesses of Elysium and Burraga will result in greater scale and diversity of assets, potentially leading to greater profits and cash flows. Elysium intends to integrate the Burraga operations into its structure, reduce corporate costs and provide the structure to raise funding for the development of the Burraga projects.
12.2.4 Elysium’s independent director is of the opinion that the Offer is in the best interests of the Company's Shareholders and in the absence of a superior alternative proposal is a strategic opportunity for the Company.
12.2.5 The Directors consider that the current board and management team of Burraga possess the experience and skills required to meet the Company’s objectives of developing a successful gold, copper and other base metals exploration business.

12.3 Disadvantages of the Offer

12.3.1 The Burraga business is a relatively new business with a limited history and a high level of business risk associated with the early stage of mineral exploration.
12.3.2 There may be other opportunities Elysium will not be able to undertake to realise the value of its listing if it undertakes the proposed takeover bid due to the controlling interest being obtained by Burraga shareholders and optionholders.
12.3.3 The Offer will result in the significant dilution of current shareholders ownership percentages.

13 CONCLUSION AS TO FAIRNESS AND REASONABLENESS

13.1 Fairness

13.1.1 For the Offer to be fair, the value of the Burraga shares and options being acquired must be equal to or greater than the value of the consideration, being Elysium ordinary shares.
13.1.2 According to RG 111, for the Offer to be fair, the value of the Burraga shares and options being acquired must be equal to or greater than the value of the consideration, being Elysium ordinary shares. Since Burraga is acquiring control of Elysium, our assessment of the value of Elysium incorporates a premium for control.
13.1.3 Based on the analysis contained in section 10 of this report, the indicative value of 100% of Burraga, which incorporates all Burraga shares and options, is between $6,012,931 and $11,691,421, with a midpoint value of $8,852,176 , based on the following share value range:

Burraga Share Value Burraga OptionValue		Low ($) High ($) Midpoint ($)
		0.070 0.130 0.100 n/a 0.061 0.061

Valuation of Consideration	EYL Shares Low ($) High ($) Midpoint ($)
Burraga Share Value Burraga Option Value	85,700,000 6,012,931 11,172,921 8,500,000 - 518,500
	94,200,000 6,012,931 11,691,421 8,852,176

13.1.4 Based on the analysis contained in section 11 of this report, the indicative value of the consideration being paid by Elysium for the ordinary shares in Burraga is between $7,352,150 and $7,917,700, with a midpoint value of $7,634,925 , based on the following share value range:

share value range:	share value range:
Elysiumshares value-controlling basis		Low ($) High ($) Midpoint ($)
		$0.013 $0.014$0.0135

Consideration	Elysium Shares	Low ($) High ($) Midpoint ($)
Share Offer Option Offer	557,050,000 8,500,000	7,241,650 7,798,700 7,520,175 110,500 119,000 114,750
	565,550,000	7,352,150 7,917,700 7,634,925

13.1.5 Based on the figures in the tables above, the value range attributed to Burraga, with a midpoint of $8,852,176 , exceeds the value range of consideration being paid by Elysium, with a midpoint of $7,634,925 .

13.1.6 In order to assess whether the Offer is fair, we also need to compare the pre-transaction value per share of Elysium on a control basis with the post-transaction value per share of Elysium on a minority basis. This is shown in the table below:

Elysium Value and Opinion	Low ($) High ($) Midpoint ($)

Control value per share	0.0130 0.0140 0.0135
Shares on issue, pre-Offer Control valuation, pre-Offer Valuation of Burraga Post-Offer Value Post-Offer shares on issue Value per share Minority discount(refer to section 9.4)	160,130,741 160,130,741 160,130,741 2,081,700 2,241,830 2,161,765 6,012,931 11,691,421 8,852,176
	8,094,631 13,933,252 11,013,941 725,680,741 725,680,741 725,680,741 0.011 0.019 0.015 10% 10% 10%
Post-Offer Valuation per share	$ 0.0100 $ 0.0173 $ 0.0137

13.2 In our opinion the Offer is fair based on the following:
i. the value attributed to Burraga exceeds the consideration being paid by Elysium; and
ii. the valuation range of the Elysium shares held by Non-Associated Shareholders increases as a result of the Offer.

13.3 Reasonableness

ASIC Regulatory Guide 111 states that a transaction is reasonable if:

The Offer is fair; or
Despite not being fair the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.

We have concluded that the Offer is fair and therefore also reasonable. In forming our opinion we have also considered the following relevant factors.

The proposed takeover bid provides an opportunity for Elysium to continue to meet its stated objectives of investing in highly prospective copper-gold exploration projects such as those held in Burraga.
The proposed takeover bid provides Elysium Shareholders with an opportunity to become shareholders in a larger business with greater market capitalisation and will result in the combined entity of Elysium and Burraga having increased size and liquidity in the shares of the Company.
The combined businesses of Elysium and Burraga will result in greater scale and diversity of assets, potentially leading to greater profits and cash flows. Elysium intends to integrate the Burraga operations into its structure, reduce corporate costs and provide the structure to raise funding for the development of the Burraga projects.

Elysium’s independent director is of the opinion that the Offer is in the best interests of the Company's Non-Associated Shareholders and in the absence of a superior alternative proposal is a strategic opportunity for the Company.
The Directors consider that the current board and management team of Burraga possess the experience and skills required to meet the Company’s objectives of developing a successful gold, copper and other base metals exploration business.
We are unaware of any alternative proposal at the date of this report that could realise better value for Elysium shareholders.
If the Offer is not approved and the takeover bid does not proceed, Elysium will incur third party expenses relating to advisors and other costs, without any material benefit being achieved.

Yours faithfully

Hall Chadwick Corporate (NSW) Limited

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DREW TOWNSEND

DAVID KENNEY

APPENDIX I - SOURCES OF INFORMATION

Elysium Resources Limited Audited Financial Reports for the financial years ended 30 June 2011, 30 June 2012 and 30 June 2013;
Burraga Copper Limited Audited Financial Reports for the financial years ended 30 June 2011, 30 June 2012 and 30 June 2013;
Elysium Resources Limited Notice of Meeting;
Elysium Resources Limited ASX announcement dated 30 August 2013;
Elysium registry details;
Burraga registry details;
Elysium share trading history;
Publicly available information on Elysium, Burraga and comparable companies, including media releases, ASX announcements and websites;
S&P Capital IQ;
ASIC Regulatory Guide 111 ‘Content of Expert Reports’;
ASIC Regulatory Guide 112 ‘Independence of Expert’s Reports’;
APES 225 ‘Valuation Services’.

APPENDIX II - STATEMENT OF DECLARATION & QUALIFICATIONS

Confirmation of Independence

Prior to accepting this engagement HCC determined its independence with respect to Elysium, and Burraga with reference to ASIC Regulatory Guide 112 (RG 112) titled “Independence of Expert’s Reports”. HCC considers that it meets the requirements of RG 112 and that it is independent of Elysium and Burraga.

Also, in accordance with s648 (2) of the Corporations Act we confirm we are not aware of any business relationship or financial interest of a material nature with Elysium, its related parties or associates that would compromise our impartiality.

Mr Drew Townsend and Mr David Kenney, directors of Hall Chadwick Corporate (NSW) Limited, have prepared this report. Neither they nor any related entities of Hall Chadwick Corporate (NSW) Limited have any interest in the promotion of the Offer nor will Hall Chadwick Corporate (NSW) Limited receive any benefits, other than normal professional fees, directly or indirectly, for or in connection with the preparation of this report. Our fee is not contingent upon the success or failure of the proposed transaction, and has been calculated with reference to time spent on the engagement at normal professional fee rates for work of this type. Accordingly, HCC does not have any pecuniary interests that could reasonably be regarded as being capable of affecting our ability to give an unbiased opinion under this engagement.

HCC provided a draft copy of this report to the Directors and management of Elysium for their comment as to factual accuracy, as opposed to opinions, which are the responsibility of HCC alone. Changes made to this report, as a result of the review by the Directors and management of Elysium have not changed the methodology or conclusions reached by HCC.

Reliance on Information

The statements and opinions given in this report are given in good faith and in the belief that such statements and opinions are not false or misleading. In the preparation of this report HCC has relied upon information provided on the basis it was reliable and accurate. HCC has no reason to believe that any information supplied to it was false or that any material information (that a reasonable person would expect to be disclosed) has been withheld from it. HCC evaluated the information provided to it by Elysium and Burraga as well as other parties, through enquiry, analysis and review, and nothing has come to its attention to indicate the information provided was materially mis-stated or would not afford reasonable grounds upon which to base its report. Accordingly, we have taken no further steps to verify the accuracy, completeness or fairness of the data provided.

Our procedures and enquiries do not include verification work, nor constitute an audit or review in accordance with Australian Auditing Standards (AUS). HCC does not imply and it should not be construed that it has audited or in anyway verified any of the information provided to it, or that its enquiries could have verified any matter which a more extensive examination might disclose.

The sources of information that we relied upon are outlined in Appendix I of this report.

Elysium has provided an indemnity to HCC for any claims arising out of any mis-statement or omission in any material or information provided by Elysium to HCC in preparation of this report.

Qualifications

Hall Chadwick Corporate (NSW) Limited (“HCC”) carries on business at Level 29, St Martin’s Tower, 31 Market Street, Sydney NSW 2000. HCC holds Australian Financial Services Licence No. 227902 authorising it to provide financial product advice on securities to retail clients. HCC’s representatives are therefore qualified to provide this report.

Consent and Disclaimers

The preparation of this report has been undertaken at the request of the Directors of Elysium. It also has regard to relevant ASIC Regulatory Guides. It is not intended that the report should be used for any other purpose than to accompany the Notice of Meeting to be sent to Elysium shareholders. In particular, it is not intended that this report should be used for any purpose other than as an expression of HCC’s opinion as to whether or not the proposed Offer is fair and reasonable.

HCC consent to the issue of this report in the form and context in which it is included in the Notice of Meeting to be sent to Elysium shareholders.

Shareholders should read all documents issued by Elysium that consider the proposed Offer in its entirety, prior to proceeding with a decision. HCC had no involvement in the preparation of these documents, with the exception of our report.

This report has been prepared specifically for the Non-Associated Shareholders of Elysium. Neither HCC, nor any member or employee thereof undertakes responsibility to any person, other than a Non-Associated Shareholder of Elysium, in respect of this report, including any errors or omissions howsoever caused. This report is "General Advice" and does not take into account any person's particular investment objectives, financial situation and particular needs. Before making an investment decision based on this advice, you should consider, with or without the assistance of a securities advisor, whether it is appropriate to your particular investment needs, objectives and financial circumstances.

Our procedures and enquiries do not include verification work, nor constitute an audit or review in accordance with Australian Auditing Standards (AUS).

Our opinions are based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time. Furthermore, financial markets have been particularly volatile in recent times. Accordingly, if circumstances change significantly, subsequent to the issue of the report, our conclusions and opinions may differ from those stated herein. There is no requirement for HCC to update this report for information that may become available subsequent to this date.

APPENDIX III - FINANCIAL SERVICES GUIDE

Dated 23 September 2013

What is a Financial Services Guide (FSG)?

This FSG is designed to help you to decide whether to use any of the general financial product advice provided by Hall Chadwick Corporate (NSW) Limited ABN 28 080 462 488, Australian Financial Services Licence Number 227902 (HCC).

This FSG includes information about:

HCC and how they can be contacted
the services HCC is authorised to provide
how HCC are paid
any relevant associations or relationships of HCC
how complaints are dealt with as well as information about internal and external dispute resolution systems and how you can access them; and
the compensation arrangements that HCC has in place.

This FSG forms part of an Independent Expert's Report (Report) which has been prepared for inclusion in a disclosure document or, if you are offered a financial product for issue or sale, a Product Disclosure Statement (PDS). The purpose of the disclosure document or PDS is to help you make an informed decision in relation to a financial product. The contents of the disclosure document or PDS, as relevant, will include details such as the risks, benefits and costs of acquiring the particular financial product.

Financial services that HCC is authorised to provide

HCC holds an Australian Financial Services Licence, which authorises it to provide, amongst other services, financial product advice for securities and interests in managed investment schemes, including investor directed portfolio services, to retail clients.

We provide financial product advice when engaged to prepare a report in relation to a transaction relating to one of these types of finance products.

HCC's responsibility to you

HCC has been engaged by the independent director of Elysium Resources Limited (“Elysium” or the “Client”) to provide general financial product advice in the form of a Report to be included in the Notice of Meeting (Document) prepared by Elysium in relation to the proposed transaction to acquire all of the issued shares and options in Burraga Copper Limited (“Burraga”) (the “Offer”).

You have not engaged HCC directly but have received a copy of the Report because you have been provided with a copy of the Document. HCC nor the employees of HCC are acting for any person other than the Client.

HCC is responsible and accountable to you for ensuring that there is a reasonable basis for the conclusions in the Report.

General Advice

As HCC has been engaged by the Client, the Report only contains general advice as it has been prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of the general advice in the Report having regard to your circumstances before you act on the general advice contained in the Report.

You should also consider the other parts of the Document before making any decision in relation to the Offer.

Fees HCC may receive

HCC charges fees for preparing reports. These fees will usually be agreed with, and paid by, the Client. Fees are agreed on either a fixed fee or a time cost basis. In this instance, the Client has agreed to pay HCC $25,000 (excluding GST and out of pocket expenses) for preparing the Report. HCC and its officers, representatives, related entities and associates will not receive any other fee or benefit in connection with the provision of this Report.

HCC officers and representatives receive a salary or a partnership distribution from Hall Chadwick Sydney professional advisory and accounting practice (the Hall Chadwick Sydney Partnership). Remuneration and benefits are not provided directly in connection with any engagement for the provision of general financial product advice in the Report.

Further details may be provided on request.

Referrals

HCC does not pay commissions or provide any other benefits to any person for referring customers to them in connection with a Report.

Associations and relationships

Through a variety of corporate and trust structures HCC is controlled by and operates as part of the Hall Chadwick Sydney Partnership. HCC's directors may be partners in the Hall Chadwick Sydney Partnership. Mr Drew Townsend and Mr David Kenney, directors of HCC and partners in the Hall Chadwick Sydney Partnership, have prepared this report. The financial product advice in the Report is provided by HCC and not by the Hall Chadwick Sydney Partnership.

From time to time HCC, the Hall Chadwick Sydney Partnership and related entities (HC entities) may provide professional services, including audit, tax and financial advisory services, to companies and issuers of financial products in the ordinary course of their businesses. Over the past two years no professional fees have been received from the Client.

No individual involved in the preparation of this Report holds a substantial interest in, or is a substantial creditor of, the Client or has other material financial interests in the Offer.

Complaints resolution

If you have a complaint, please let HCC know. Formal complaints should be sent in writing to: The Complaints Officer Hall Chadwick Corporate (NSW) Limited GPO Box 3555 Sydney NSW 2001

If you have difficulty in putting your complaint in writing, please telephone the Complaints Officer, Drew Townsend, on 02 9263 2600 and he will assist you in documenting your complaint.

Written complaints are recorded, acknowledged within 5 days and investigated. As soon as practical, and not more than 45 days after receiving the written complaint, the response to your complaint will be advised in writing,

External complaints resolution process

If HCC cannot resolve your complaint to your satisfaction within 45 days, you can refer the matter to the Financial Ombudsman Service (FOS). FOS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly at: Financial Ombudsman Service Limited GPO Box 3, Melbourne Victoria 3001 Telephone: 1300 78 08 06 Facsimile (03) 9613 6399 Email: [email protected]

The Australian Securities and Investments Commission also has a free call infoline on 1300 300 630 which you may use to obtain information about your rights.

Compensation arrangements

HCC has professional indemnity insurance cover as required by the Corporations Act 2001(Cth).

Contact Details

You may contact HCC at: Hall Chadwick Corporate (NSW) Limited GPO Box 3555 Sydney NSW 2001 Telephone: 02 9263 2600 Facsimile: 02 9263 2800

Annexure B – Announcement of Takeover Bid

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ASX ANNOUNCEMENT FOR IMMEDIATE RELEASE

30[th] August 2013

ELYSIUM RESOURCES LIMITED TAKEOVER BID FOR BURRAGA COPPER LIMITED

Elysium Resources Limited (“Elysium”) (ASX:EYM) is pleased to announce that, following negotiations between Elysium and Burraga Copper Limited (“Burraga”), Elysium intends to make an off-market takeover bid under Chapters 6 to 6C of the Corporations Act 2001 (Cth) (“Corporations Act”) for:

(a) all of the i ssued ordinary fully paid shares in Burraga (“Share Offer”); and
(b) all of the options in Burraga (“Option Offer”)

(collectively, the “Offers”) subject to the conditions outlined below.

Each Burraga director has informed Elysium that he will, if Elysium makes the Offers, accept and procure the acceptance of the Offers in respect of any shares or options that he or his associates own or control in the absence of a superior proposal.

As each Burraga director is a substantial shareholder in Elysium, the directors of Burraga will not make any recommendation in respect of the Offers.

Burraga is an unlisted Australian public company that owns three contiguous exploration licences totalling 183 sq kms in the Lachlan Fold Belt of New South Wales. The exploration licences include the historic Lloyds Copper Mine, the Hackneys Creek gold deposit and the Lucky Draw gold mine all of which produced copper and gold. Burraga’s JORC Resources currently stand at 3.2Mt @ 0.5% copper and 2.7Mt @ 1.6gpt gold. Refer to www.burragacopper.com.au .

The Offers represent part of a comprehensive process undertaken by the Elysium Board to identify other gold and copper tenements and projects in Australia and Indonesia.

The key points of the Offers are summarised below. Full details of the Offers will be set out in the bidder’s statement, which is expected to be lodged with ASIC and ASX and sent to Burraga shareholders in October 2013.

KEY POINTS OF THE OFFERS

Under the Share Offer, Burraga shareholders will receive six and a half fully paid ordinary Elysium shares for each issued and fully paid Burraga share held.
Under the Option Offer, Burraga option holders will receive one Elysium share for each Burraga option.
The Offers value 100% of Burraga at approximately $7,350,000, based on the closing price of Elysium shares on 29 August 2013[ 1] .
If the Offers are successfully completed, Burraga shareholders and option holders will together hold approximately 78% of the combined entity.
The Offers will be subject to the conditions set out in Annexure A.
Where the determination of the entitlement of any Burraga shareholders or option holders to participate in the Offers results in a fraction, such fraction will be rounded down to the nearest whole number.
The Offers will extend to Burraga shares and options issued during the period from the date set by Elysium under section 633(2) of the Corporations Act.
The Option Offer and Share Offer will each remain open for a period of 1 month (unless withdrawn during that period under section 652B of the Corporations Act) (“Offers Period”).

Elysium will use all reasonable endeavours to ensure that any required shareholder approval is obtained and all other conditions set out in Annexure A are satisfied as soon as possible after the date of this announcement and intends to consult with Burraga as necessary for these purposes.

Elysium intends to:

(a) call and convene a general meeting for the purposes of obtaining any shareholder approvals required by the ASX Listing Rules or Corporations Act in or around September 2013; and
(b) apply for and do all things necessary to obtain all required regulatory approvals as soon as practicable after the date of this announcement.

For further information please contact:

1 The closing price of Elysium shares on 29 August 2013 was $0.013.

Elysium Resources Limited Burraga Copper Limited Mark Ohlsson Michael Beith Company Secretary Chief Financial Officer 0400 801 814 02 9252 4450

Email: [email protected] Email: [email protected]

For and on behalf of the Board of Directors

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Mark Ohlsson, Company Secretary, Elysium Resources Limited

The information in this announcement that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore reserves is based on information reviewed or compiled by Neb Zurkic BAppSc(Geol), MSc(Min & Energy Economics), a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy and a Registered Professional Geoscientist with the Australian Institute of Geoscientists. Mr. Zurkic is employed by Zurkic Mining Consultants Pty Ltd. Mr. Zurkic has sufficient experience that is relevant to the styles of mineralisation and types of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. Mr. Zurkic consents to the inclusion in this announcement of the matters based on his information in the form and context in which it appears. Zurkic Mining Consultants Pty Ltd, which is owned and controlled by Mr. Zurkic, owns shares in Elysium Resources Limited and shares and options in Burraga Copper Limited and provides consulting services as required to both companies.

ANNEXURE A – CONDITIONS OF THE OFFERS

SHARE OFFER

The Share Offer and any contract that results from acceptance of the Share Offer is subject to the fulfillment of the following conditions:

Minimum Acceptance

During or before the end of the Offers period, Elysium has a relevant interest in at least 90% (by number) of Burraga shares.

Shareholder Approval

Elysium shareholders’ approval is obtained in relation to the Offers (or any part of them) for any purposes required by the ASX Listing Rules or the Corporations Act.

Regulatory Approvals

All required regulatory approvals in relation to the Offers are obtained.

Superior Proposal

During or before the end of the Offers period, Elysium does not receive a proposal in respect of Elysium which an independent expert determines to be superior to Share Offer for the Elysium shareholders.

No Material Adverse Change occurs

During, or at the end of, the Offers period, no Material Adverse Change occurs being any event, change, matter, thing or condition (which individually or when aggregated with all such events, changes, matters, things or conditions) which has occurred since the date of this announcement of the intended Offers and which had, or could reasonably be expected to have (whether now or in the future), a material adverse effect on the assets, liabilities, financial or trading position, profitability or prospects of Burraga and or its subsidiaries (“Burraga Group”) (taken as a whole) or which has had or is likely to have the result that Burraga is unable to carry on its business in substantially the same manner as it is currently carried on, other than:

(a) an event, occurrence or matter which the parties agree in writing is not a Material Adverse Change;
(b) an event, occurrence or matter that was fully and fairly disclosed in and otherwise apparent or reasonably ascertainable by Elysium from any information disclosed in writing by Burraga to Elysium following the date of this announcement of the Offers concerning any member of the Burraga Group and or their activities;
(c) as a result of the release of this announcement of the intended Offers;
(d) any change (excluding changes to taxation laws or policies) in accounting standards, law, regulation or policy;
(e) any event, occurrence or matter affecting the gold or copper mining industry in Australia generally;
(f) general economic, financial, currency exchange, securities or commodity market conditions;
(g) any outbreak or escalation of hostilities or armed conflict;
(h) any change in the market price of Elysium fully paid ordinary shares; or
(i) an event, occurrence or matter that effects Elysium in a substantially consistent and proportionate manner.

No Prescribed Occurrence occurs

During, or at the end of, the Offers period, no Prescribed Occurrence occurs being the occurrence of any of the following events:

(a) Burraga or any of its subsidiaries converts all or any of its securities into a larger or smaller number of securities;
(b) Burraga or any of its subsidiaries resolves to reduce its share capital in any way or reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares;
(c) Burraga or any of its subsidiaries:
(i) enters into a buy-back agreement; or
(ii) resolves to approve the terms of a buy-back agreement under section 257C(1) or section 257D(1) of the Corporations Act 2001 (Cth);
(d) Burraga or any of its subsidiaries issues securities, or grants an option over its shares, or agrees to make such an issue or grant such an option;
(e) Burraga or any of its subsidiaries issues, or agrees to issue, convertible notes or any other security convertible into shares;
(f) Burraga or any of its subsidiaries agrees to pay, declares or pays a dividend or any other form of distribution of profit or capital, other than the declaration and payment by any subsidiary of Burraga of a dividend where the recipient of that dividend is Burraga or a wholly-owned subsidiary of Burraga;
(g) Burraga or any of its subsidiaries makes any change to its constitution;
(h) Burraga or any of its subsidiaries acquires or agrees to acquire any assets, properties or businesses, or incurs, agrees to incur or enters into a commitment or a series of commitments involving capital expenditure by the Burraga Group, whether in one or more transactions, where the amounts or value involved in such transaction, transactions, commitments or series of commitments exceeds $250,000 in aggregate;
(i) Burraga or any of its subsidiaries disposes of, or agrees to dispose of the whole, or a substantial part, of its business or property;
(j) Burraga or any of its subsidiaries grants, or agrees to grant, any security interest, mortgage, charge, lien or other encumbrance over the whole or any part of, its business or property;
(k) Burraga or any of its subsidiaries incurs any financial indebtedness other than in the ordinary course of business;
(l) Burraga or any of its subsidiaries makes any loans, advances or capital contributions to, or investments in, any other person other than to or in Burraga or any wholly-owned subsidiary of Burraga in the ordinary course of business;
(m) Burraga or any of its subsidiaries resolves that it be wound up or an application or order is made for the winding up or dissolution of Burraga or any of its subsidiaries;
(n) a liquidator or provisional liquidator of Burraga or any of its subsidiaries is appointed;
(o) a court makes an order for the winding up of Burraga or any of its subsidiaries;
(p) an administrator of Burraga or of any of its subsidiaries is appointed under sections 436A, 436B or 436C of the Corporations Act 2001 (Cth);
(q) Burraga or any of its subsidiaries ceases, or threatens to cease, to carry on its business;

(r) Burraga or any of its subsidiaries executes a deed of company arrangement;
(s) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Burraga or any of its subsidiaries;
(t) Burraga or any of its subsidiaries is deregistered as a company or otherwise dissolved;
(u) Burraga or any of its subsidiaries is or becomes unable to pay its debts when they fall due; or
(v) the trustee of any trust in which Burraga or any of its subsidiaries has an interest of more than 50% and which would, if it were a company, be a subsidiary of Burraga undertaking an action in respect of that trust if the corresponding action, in the case of Burraga and its subsidiaries, would (mutatis mutandis) constitute a Prescribed Occurrence.

OPTION OFFER

The Option Offer and any contract that results from acceptance of the Option Offer is subject to the fulfillment of the following conditions:

Option Offer Minimum Acceptance

At or before the end of the Offers period, Elysium has a relevant interest in more than 90% (by number) of Burraga options.

Share Offer Unconditional

At or before the end of the Offers period, the Share Offer is or has been declared unconditional in all respects.

Annexure C – Nomination as auditor of the Company

Integritas Corporate Pty Ltd

20[th] September 2013

The Directors Elysium Resources Suite 705, 3 Spring St Sydney NSW 2000

Dear Sirs

Nomination of Auditor

In accordance with the provisions of section 328B of the Corporations Act 2001 (Cth), I, Declan McCaffrey, a director of Integritas Corporate Pty Ltd (ACN 149 262 126), being a member of Elysium Resources Limited, hereby nominate HLB Mann Judd (NSW Partnership) (ABN 34 482 821 289) for appointment as auditor of Elysium Resources Limited.

Yours faithfully

==> picture [136 x 53] intentionally omitted <==

Declan McCaffrey

Director – Integritas Corporate Pty Ltd

Integritas Corporate Pty Ltd 3/10 Gow St, Sydney, NSW 2041

T + 61 (0) 2 8006 1323 www.integritascorp.com

AI assistant

PATERSON RESOURCES LTD — AGM Information 2013

65618_rns_2013-09-23_5c0f18af-7977-436c-ac6b-57902513001f.pdf

ELYSIUM RESOURCES LIMITED (formerly UNITED OROGEN LIMITED) A B N 4 5 1 1 5 5 9 3 0 0 5

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL BUSINESS

(the “ Transaction ”).”

Voting Exclusion

ORDINARY BUSINESS

2. Financial Statements and Reports

3. Resolution 2 – Approval of Remuneration Report

Voting Exclusion

4. Resolution 3 – Re-election of a Director – Mr Michael Tilley

5. Resolution 4 – Re-election of a Director – Mr Maxim Carling

6. Resolution 5 – Re-election of a Director – Mr Mark Ohlsson

7. Resolution 6 – Appointment of Auditor

8. Resolution 7 – Approval of 10% Placement Facility

Voting Exclusion

9. Resolution 8 – Increase cap on non-executive directors’ remuneration

Voting Exclusion

Accompanying Explanatory Statement

Proxies

Voting Entitlements

By Order of the Board of Directors

Mark Ohlsson Company Secretary

Explanatory Statement

1.1

Opinion of the Independent Expert

1.2 Overview of the Transaction

1.3

Overview of the Takeover Bid

(a) Why has the Company proposed the Takeover Bid?

(b) Burraga

(c) What are some of the expected effects of the Takeover Bid on the Company and its Shareholders?

(d) Conditions of the Takeover Bid

1.4 Listing Rule 10.1

1.5 Director’s interests

1.6

Independent Director’s recommendation

2. Financial Statements and Reports

3. Resolution 2 – Approval of Remuneration Report

4. Resolution 3 – Re-election o f a Director – Mr Michael Tilley

5. Resolution 4 – Re-election of a Director – Mr Maxim Carling

6. Resolution 5 – Re-election of a Director – Mr Mark Ohlsson

7. Resolution 6– Appointment of Auditor

8. Resolution 7 – Approval of 10% Placement Facility

8.1

General

8.2

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(A x D) – E

(d) Listing Rule 7.1 and Listing Rule 7.1A

(e) Minimum Issue Price

(f) 10% Placement Period

9.

The table has been prepared on the following assumptions:

10. Increase cap on non-executive directors’ remuneration

No individual fee increases are proposed in the next year.

Glossary

Annexure A – Independent Expert’s Report

Purpose of Report

2. OUTLINE OF THE PROPOSED OFFER

STRUCTURE OF REPORT

APPENDICES

3 PURPOSE OF REPORT

Corporations Act Requirements

ASX Listing Rules

4. OPINION

Fair

Reasonable

5 BASIS OF EVALUATION

6 BACKGROUND

7. OVERVIEW OF BURRAGA

7.1 Corporate Overview

7.3 Burraga Resources

7.4 Financial Information

8. OVERVIEW OF ELYSIUM

PATERSON RESOURCES LTD AGM Information 2013