ELYSIUM RESOURCES 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 Ming Room, Mezzanine Level, 3 Spring Street, Sydney NSW 2000 on Thursday 20[th] August 2015 commencing at 11am (AEST)

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 Ming Room, Mezzanine Level, 3 Spring Street, Sydney NSW 2000 on Thursday 20[th] August 2015 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 20 of the accompanying Explanatory Statement.

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2 Notice of Annual General Meeting (setting out the proposed resolutions) 7 Explanatory Statement (explaining the proposed resolutions) 19 Glossary 21 Schedule 1 – Director Share Plan Terms

ORDINARY BUSINESS

1. 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 2015.

2. Resolution 1 – 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 2015.”

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 1 by any member of the Key Management Personnel or their Closely Related Parties, 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, if the Chairman is expressly authorised to vote as the Chairman decides by the Proxy Form . The Chairman of the meeting is so authorised and intends to vote all available undirected proxies in favour of Resolution 1.

3. Resolution 2 – Election of a Director – Mr Dean Pontin

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

“That, for all purposes, Mr Dean Pontin, who was appointed an additional Director on 17 June 2015 and, being eligible, offers himself for election, is elected as a Director.”

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

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

“That, for all purposes, Mr Michael D Tilley, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, is re-elected as a Director.”

5. Resolution 4 – 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 4 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 4 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.

6. Resolution 5 – Approval of Placement of 5,220,163 Ordinary shares

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

“That for the purposes of ASX Listing Rule 7.4, shareholders ratify and approve the previous issue of 5,220,163 fully paid ordinary shares as detailed in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting.“

Voting Exclusion

The Company will disregard any votes cast on this Resolution 5 by any person who participated in the issues of ordinary shares described in the Explanatory Memorandum and any of their associates. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on a proxy form; or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

7. Resolution 6 – Approval of Placement of 9,637,990 Ordinary shares

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

“That for the purposes of ASX Listing Rule 7.4, shareholders ratify and approve the previous issue of 9,637,990 fully paid ordinary shares as detailed in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting.“

Voting Exclusion

8. Resolution 7 – Approval of Placement of 148,887,435 Ordinary shares

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

“That for the purposes of ASX Listing Rule 7.4, shareholders ratify and approve the previous issue of 148,887,435 fully paid ordinary shares as detailed in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting.“

Voting Exclusion

9. Resolution 8 – Adoption of Director Share Plan

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

“That for the purposes of ASX Listing Rule 7.2 (exception 9) and all other purposes, approval is given for the Company to adopt a Director Share Plan and to issue securities to Directors on the terms and conditions under that plan on the terms and conditions set out in the Explanatory Statement”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associates of those persons. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting 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.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel; or (b) a Closely Related Party of such a member. However, a person described above may vote on this Resolution if: (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and (b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

10. Resolution 9 – Issue of Shares to Mr Michael D Tilley under the Directors’ Share Plan

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

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 24,000,000 Shares to Mr Michael D Tilley and/or his nominees under the Company’s Directors’ Share Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a Director (except one who is ineligible to participate in the Director Share Plan and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting 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.

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

11. Resolution 10 – Issue of Shares to Mr Max Carling under the Directors’ Share Plan

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

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 80,000,000 Shares to Mr Max Carling and/or his nominees under the Company’s Directors’ Share Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel; or

(b) a Closely Related Party of such a member. However, a person described above may vote on this Resolution if: (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and (b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

12. Resolution 11 – Issue of Shares to Mr Neb Zurkic under the Directors’ Share Plan

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

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 80,000,000 Shares to Mr Neb Zurkic and/or his nominees under the Company’s Directors’ Share Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

13. Resolution 12 – Issue of Shares to Mr Dean Pontin under the Directors’ Share Plan

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

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 80,000,000 Shares to Mr Dean Pontin and/or his nominees under the Company’s Directors’ Share Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

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 706, 3 Spring Street Sydney NSW 2000

By facsimile to: 61 2 9247 7244

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 18[th] August 2015. 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

20 July 2015

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. Resolution 1 – 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 2015 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 2015 annual general meeting. All of the Directors who were in office when the Company’s 2015 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.

If you elect a 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 otherwise your proxy will not be counted. If your proxy is the Chairman and you do not direct your proxy on how to vote on Resolution 1, the Chairman is expressly authorised by the proxy to vote on Resolution 1 and intends to vote all available and undirected proxies in favour of Resolution 1.

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.

2. Resolution 2 – Election of a Director – Mr Dean Pontin

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

Mr Pontin was appointed to the Board on 17 June 2015 and therefore offers himself for re-election.

Dean Pontin is a graduate of Queensland University of Technology with a Bachelor of Applied Science in Surveying and holds a Graduate Diploma in Mining from Ballarat University. He is a member of the AusIMM, holds a Mine Managers Certificates in Indonesia and PNG and has a proven track record in mining and construction activities. Direct responsibilities have included all aspects of operations management, short term and long term planning and engineering, mine operations supervision, environmental engineering, budgeting, project work as well as contactor negotiation and supervision. A 26 year career has included being an integral part of the commissioning of three major projects, namely Newmont Mining Corporation’s Batu Hijau copper-gold project in Indonesia, Lane Xang Mineral’s Sepon Project in Laos and most recently the Operations Manager for the Toka Tindung Gold Project in Indonesia.

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

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

In accordance with the Constitution, Mr Tilley retires by rotation.

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. 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 3.

4. Resolution 4 – Approval of 10% Placement Facility

4.1 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 4 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution.

4.2 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) 1,255,384,800 Ordinary Shares; and
(ii) 155,501,082 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.

D 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 ”).

5. 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 4 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:

(i) 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
(ii) 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
		$0.0015 50% decrease in Market Price	$0.003 Current Market Price	$0.006 100% increase in Market Price
Current Variable A 1,255,384,800	10% Voting Dilution	125,538,480 Shares	125,538,480 Shares	125,538,480 Shares
	Funds raised	$188,308	$376,615	$753,231
50% increase in current Variable A 1,883,077,200	10% Voting Dilution	188,307,720 Shares	188,307,720 Shares	188,307,720 Shares
	Funds raised	$282,462	$564,923	$1,129,846
100% increase in current Variable A 2,510,769,600	10% Voting Dilution	251,076,960 Shares	251,076,960 Shares	251,076,960 Shares
	Funds raised	$376,615	$753,231	$1,506,462

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 $0.003, being the closing price of the Shares on ASX on 14th July 2015.
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 4 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.

No Related Parties will be allotted shares under the 10% Placement Facility

(e) The Company previously obtained Shareholder approval under Listing Rule 7.1A at the Annual General Meeting held on 29 October 2014. The total number of Equity Securities issued in the twelve months preceding the date of the meeting is 332,000,244 Ordinary shares and 123,184,656 Options representing 36% of the Equity Securities on issue at the commencement of period and 49% on exercise of the Options.

Details of all issues of Equity Securities during the 12 months preceding the date of the meeting are as follows:

the meeting are as follows:
Date of Issue:	12/12/2014
Number issued:	123,184,656 shares, 123,184,656 Options
Class/type of securities:	Ordinary shares and Options
Name of persons who received securities or basis on which those persons was determined:	Rights Issue
Price:	0.5 cent per share with free attaching option
Discount to market (if any):	nil
Total cash consideration received:	$615,923
Amount of cash consideration spent:	$615,923
Use of cash consideration:	Exploration/tenements - $515,923 Professional fees (legal/audit) – $50,000 Corporate/administration-$50,000
Intending use of remaining amount of cash (if any)	n/a

Date of Issue:	16/12/2014
Number issued:	5,220,163
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Creditors
Price:	0.75 cent per share
Discount to market (if any):	Nil
Total cash consideration received:	Nil (issued to extinguish debt)
Amount of cash consideration spent:	n/a
Use of cash consideration:	n/a
Intending use of remaining amount of cash (if any)	n/a

Date of Issue:	9/2/2015
Number issued:	45,000,000
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Rights Issue shortfall
Price:	$0.005
Discount to market (if any):	n/a
Total cash consideration received:	$225,000
Amount of cash consideration spent:	$225,000
Use of cash consideration:	Assaying & exploration
Intending use of remaining amount of cash (if any)	n/a

Date of Issue:	9/2/2015
Number issued:	70,000
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Option holders who exercised their 30 September 2015 Options
Price:	0.5 cent per share
Discount to market (if any):	n/a
Total cash consideration received:	$350
Amount of cash consideration spent:	$350
Use of cash consideration:	Administration expenses
Intending use of remaining amount of cash (if any)	n/a

Date of Issue:	9/2/2015
Number issued:	9,637,990
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Creditors
Price:	0.59 cent per share
Discount to market (if any):	Nil
Total cash consideration received:	Nil (issued to extinguish debt)
Amount of cash consideration spent:	n/a
Use of cash consideration:	n/a
Intending use of remaining amount of cash(ifany)	n/a

Date of Issue:	10/6/2015
Number issued:	148,887,435
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Sophisticated Investors
Price:	0.3 cent per share
Discount to market (if any):	Nil
Total cash consideration received:	$446,662
Amount of cash consideration spent:	$187,000
Use of cash consideration:	Administration & tenements
Intending use of remaining amount of cash (if any)	Working capital

(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.

6. Resolution 5 – Placement of 5,220,163 Ordinary shares

The purpose of Resolution 5 is for shareholders to approve and ratify under ASX Listing Rule 7.4, issues of securities which have occurred during the 12 months before the date of this meeting and count toward the Company’s 15% limit under ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides, subject to certain exceptions, prior approval of shareholder be required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of ordinary securities at the commencement of that 12 month period.

The issue of securities detailed in this resolution did not exceed the 15% threshold, however, ASX Listing Rule 7.4 provides that where an entity ratifies an issue of securities, the issue will be treated as having been made with the approval for the purpose of Listing Rule 7.1, thereby replenishing that entity’s 15% capacity and enabling it to issue further securities up to that limit.

Resolution 5 proposes the ratification and approval of the issue of securities for the purpose of satisfying the requirements of Listing Rule 7.4.

In compliance with Listing Rule 7.5 the following information is provided with respect to the issues of securities:-

On 16 December 2014, 5,220,163 fully paid ordinary shares were issued at a price of 0.75 cents per share to a Creditor. The shares rank equally with existing ordinary shares. The shares were issued to extinguish debt.

7. Resolution 6 – Placement of 9,637,990 Ordinary shares

The purpose of Resolution 6 is for shareholders to approve and ratify under ASX Listing Rule 7.4, issues of securities which have occurred during the 12 months before the date of this meeting and count toward the Company’s 15% limit under ASX Listing Rule 7.1.

Resolution 6 proposes the ratification and approval of the issue of securities for the purpose of satisfying the requirements of Listing Rule 7.4.

In compliance with Listing Rule 7.5 the following information is provided with respect to the issues of securities:-

On 9 February 2015, 9,637,990 fully paid ordinary shares were issued at a price of 0.59 cents per share to a Creditor. The shares rank equally with existing ordinary shares. The shares were issued to extinguish debt.

8. Resolution 7 – Placement of 148,887,435 Ordinary shares

The purpose of Resolution 7 is for shareholders to approve and ratify under ASX Listing Rule 7.4, issues of securities which have occurred during the 12 months before the date of this meeting and count toward the Company’s 15% limit under ASX Listing Rule 7.1.

Resolution 7 proposes the ratification and approval of the issue of securities for the purpose of satisfying the requirements of Listing Rule 7.4.

In compliance with Listing Rule 7.5 the following information is provided with respect to the issues of securities:-

On 10 June 2015, 148,887,435 fully paid ordinary shares were issued at a price of 0.3 cents per share to raise $446,662 in cash to sophisticated investors. The shares rank equally with existing ordinary shares. The shares were issued to provide working capital.

9. Resolution 8 – Adoption of Director Share Plan

The Resolution 8 seeks Shareholder approval to establish and maintain a Director Share Plan ( DSP ). The purpose of the DSP is to permit the Company to issue shares to the Directors in lieu of cash for Directors fees, thereby conserving the Company’s cash.

9.1 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. One of the exceptions to ASX Listing Rule 7.1 is Listing Rule 7.2 (Exception 9), which provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the 3 years before the date of issue, shareholders have approved the issue as an exception to ASX Listing Rule 7.1. The effect of Resolution 8 will be to allow the Company to issue shares to Directors pursuant to the DSP during the period of 3 years after the Meeting (or a longer period, if allowed by ASX), and to issue Shares to those Directors, without using the Company’s 15% annual placement capacity. No Shares may be issued to the Director without separate Shareholder approval pursuant to ASX Listing Rule 10.14.

9.2 Information required by the ASX Listing Rules – Terms of the DSP

The terms of the DSP are provided in Schedule 1 to this Explanatory Memorandum. A copy of the DSP will be made available to any Shareholder on request. No Shares have been issued under the DSP as at the date of the Explanatory Memorandum. However, subject to the passing of Resolution 8, the Company may issue up to a total of 264,000,000 Shares to Mr Michael Tilley, Mr Max Carling, Mr Neb Zurkic and Mr Dean Pontin (or their nominees) pursuant to Resolutions 9 to 12 of this Notice over a three year period. However, this maximum allotment would only occur if:

(a) the Share price is at or below $0.003 per Share; and
(b) the Directors elect to take their entire fees over a one year period in Shares (rather than cash).

9.3 Directors’ recommendation

Because all of the Directors participate in the Plan, they make no recommendation as to how shareholders should vote.

10. Resolutions 9, 10, 11, and 12 – Issue of shares to Directors under Directors’ share plan

10.1 Issue of Shares under Directors’ Share Plan

The Company has agreed, subject to the passing of Resolution 8, and obtaining Shareholder approval pursuant to Resolutions 9 to 12, to issue a total of up to 264,000,000 Shares (DSP Shares), based on a Share price of $0.003 per DSP Share, to Mr Michael Tilley, Mr Max Carling, Mr Neb Zurkic and Mr Dean Pontin (or their nominees) (together the Related Parties) pursuant to the Company’s Directors’ Share Plan (DSP or Directors’ Share Plan). The DSP Shares are to be issued to the Related Parties (or their nominee(s)) in lieu of part or all of their cash remuneration for a given period, when due from the Company. Shareholders should note that no Shares have previously been issued under the DSP. The objective of the DSP is to enable the Company to conserve cash.

The Directors have received independent advice that shares to be issued under the Director Share Plan constitute reasonable remuneration and are otherwise a financial benefit given on arm’s length terms. Accordingly approval under Chapter 2E of the Corporations Act is not required.

10.2 ASX Listing Rule 10.14

ASX Listing Rule 10.14 provides that a company must not permit any of the following persons to acquire securities under an employee incentive scheme without the approval of holders of ordinary securities of the acquisition:

(a) a director of the company;
(b) an associate of a director of the company; or
(c) a person whose relationship with the company or a person referred to in (a) or (b) above is, in ASX’s opinion, such that approval should be obtained.

If Resolutions 9, 10, 11, and 12 are passed, DSP Shares will be issued to the Related Parties, who are Directors of the Company (or their nominee(s)). Therefore, the Company requires Shareholder approval to issue the DSP Shares to the Related Parties (or their nominee(s)).

10.3 Technical Information required by Listing Rules 10.15A

Pursuant to and in accordance with the requirements of ASX Listing Rules 10.15A, the following information is provided in relation to the proposed issues of DSP Shares pursuant to Resolutions 9 to 12:

(a) the proposed recipients of the DSP Shares pursuant to Resolutions 9 to 12 are all of the Directors of the Company, being Mr Michael Tilley, Mr Max Carling, Mr Neb Zurkic and Mr Dean Pontin (and/or their nominees);
(b) the maximum number of DSP Shares to be issued is a total of up to 264,000,000 DSP Shares, which may be issued on a quarterly basis in lieu of part or all of the cash remuneration owing to the Directors respectively as Directors’ salaries (which salaries are currently $60,000 (in the case of Mr Michael Tilley) and $240,000 (in the case of Mr Max Carling, Mr Neb Zurkic and Mr Dean Pontin) per annum exclusive of GST/superannuation );
(c) the issue price that has been used to calculate the number of DSP Shares which may be issued in lieu of a Director’s cash remuneration was $0.003 per DSP Share (for example if $20,000 of Directors’ fees are to be converted into DSP Shares, that equates to 6,666,667 DSP Shares);

(d) the DSP Shares to be issued are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue and will be issued for nil cash consideration as they will be issued in lieu of Directors’ fees owing by the Company to the relevant Director. Therefore, no funds will be raised from the issue of the DSP Shares as there will be no change to the Company’s cash position. No DSP Shares have previously been issued under the DSP, nor has the DSP previously been adopted by Shareholders;
(e) any Director of the Company or its subsidiaries or their associates are potentially entitled to participate in the DSP subject to Board approval,
(f) no loans will be provided for the issue of the DSP Shares;
(g) details of any DSP Shares issued under the DSP will be published in each annual report of the Company relating to a period in which DSP Shares have been issued, and that approval for the issue of DSP Shares was obtained under Listing Rule 10.14;
(h) any additional persons who become entitled to participate in the DSP after one or more of Resolutions 9 to 12 are approved and who were not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14; and
(i) the DSP Shares will be issued, pursuant to the DSP, to the Related Parties no later than 3 years after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the DSP Shares will be issued progressively on a quarterly basis or potentially at different times, in lieu of part or all of their cash remuneration entitlements.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the DSP Shares pursuant to Resolutions 9 to 12, as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issues of DSP Shares to Mr Michael Tilley, Mr Max Carling, Mr Neb Zurkic and Mr Dean Pontin (and/or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1 and 10% annual placement pursuant to ASX Listing Rule 7.1A.

11. Enquiries

Shareholders are requested to contact Company Secretary, Mark Ohlsson on (+ 61 400 801 814) if they have any queries in respect of the matters set out in these documents.

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 2015. 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. Board the board of Directors. 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 dependent 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, Mr Dean Pontin or Mr Neb Zurkic. Equity Securities the meaning given in the Listing Rules. Explanatory Statement this explanatory statement accompanying the Notice.

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 $0.005 and expiry date of 30 September 2015.
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.
VWAP	the volume weighted average price.

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SCHEDULE 1 – DIRECTOR SHARE PLAN TERMS

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1. DEFINITIONS

1.1 In this Plan:

Application means a form of application by which Eligible Participants accept an Offer made by the Company.

Application Period means the period, to be determined by the Board, within which any Application must be received by the Company.

ASX means ASX Limited or the Australian Securities Exchange (as the context requires).

Board means the Board of Directors of the Company or a committee of them.

Bonus Issue means an allotment by the Company to its shareholders of ordinary shares credited as fully paid up, whether by way of capitalisation of profits or reserves or share premium account or capital redemption reserve fund or otherwise.

Class Order means ASIC Class Order 03/184.

Company means Elysium Resources Limited (ACN (115 593 005)).

Determination Date means the last day of each Relevant Period.

Director Fees means the sum of Director fees that are due and payable by the Company to the relevant Eligible Participant in each Relevant Period.

Elected Directors Fees means the portion of Directors Fees specified by a Participant in an Application as being subject to conversion into Plan Shares in accordance with these Terms and Conditions.

Eligible Participant means a director of the Company or any of its Subsidiaries who is declared by the Board to participate in the Plan.

Issue Price means the price at which a Plan Share is issued in accordance with clause 3 of these Terms and Conditions.

Listing Rules means the Listing Rules of the ASX as amended from time to time.

Offer means an offer made by the Company to an Eligible Participant to acquire

Plan Shares under the Plan.

Participant means an Eligible Participant or an Associate of an Eligible Participant who accepts an Offer to acquire shares under the Plan.

Plan means the plan established by these Terms and Conditions known as the NSL Director Share Plan.

Plan Shares means ordinary fully paid shares in the Company issued pursuant to the Plan.

Relevant Period means each calendar month of service provided by the Eligible Participant in which Directors’ Fees have accrued to the Director but have not been paid by the Company.

Rights Issue means an offer or invitation by the Company made to the holders of fully paid ordinary shares in the capital of the Company (on a pro rata basis) to subscribe for Securities of the Company or of any other corporation (whether by way of renounceable or non-renounceable rights or otherwise) but does not include an offer or invitation to participate in a dividend reinvestment scheme.

Securities includes shares, stock, debentures, debenture stock, notes and any options to subscribe for the same.

Settlement Date means the date 5 Business Days after the end of the Acceptance Period or such other date which the Board determines to be the date on which the Plan Shares will be issued and allotted.

Subsidiaries , has the same meaning as in the Corporations Law.

Terms and Conditions means these terms and conditions as amended from time to time.

Unless the context otherwise requires, words defined in the Listing Rules or in the Corporations Law will have the same meanings in this document.

Words denoting the singular shall include the plural and vice versa and words denoting one gender shall include all genders.

2. OFFER OF PLAN SHARES

The Company shall, in respect of each Relevant Period, make an Offer to each Eligible Participant (including any Eligible Participants who have previously received an Offer).

Each Offer must be in writing and must specify (or alternatively, the documents accompanying the Offer must specify), amongst other things:

(a) the entitlement of the Eligible Participant for which he or she may apply (as determined by the Directors having regard to the quantum of Director Fees owed to the Eligible Participant at the Determination Date) and the Issue Price in respect thereof;
(b) that the Participant may lodge an Application with the Company to acquire all, or some of the Plan Shares offered in the Offer on the basis that the Participant elects to convert all, or only a portion of, the Directors Fees owed at the Determination Date;
(c) that, by lodging an Application, the Participant will be taken to have elected to acquire the number of Plan Shares in the Application (which shall be equal to the total, or a portion, of, the Directors Fees at the Determination Date, divided by the Issue Price;
(d) that, by lodging an Application, the Participant will be taken to have acknowledged that the issue of Plan Shares in response to the Participant’s Application shall be in full and final satisfaction of the Company’s obligation to pay the Elected Director Fees to the Participant;
(e) the obligations of the Participant; and
(f) the Application Period,

and must contain such other information and be accompanied by such other documents as may be required by law or the Listing Rules.

Any Offer made by the Company may only be accepted by the Eligible Participant.

The Board may require the Eligible Participant to provide any information that the Board requests concerning the person's entitlement to lodge an application under this Plan.

Any Offer made by the Company may be accepted by the Eligible Participant completing, signing and returning to the Company the Application.

Any acceptance of an Offer will only be effective if received by the Company within the Acceptance Period.

3. ISSUE PRICE

Each Plan Share issued pursuant to an Offer must be issued and allotted by the Company at an Issue Price that is equal to the volume weighted average sale price of ordinary shares sold through the ASX in the ordinary course of trade over the 5 trading days prior to the Determination Date for the Relevant Period.

4. ACQUISITION OF PLAN SHARES

Upon receipt by the Company of an Application, the Company must determine to issue and allot those Plan Shares to the Participant on the basis that the Elected Director Fees be applied towards payment to the Company of the Issue Price of the Plan Shares, in full and final satisfaction of the Company’s obligation to pay the Elected Director Fees to the Participant.

5. RIGHTS OF PARTICIPANT IN RESPECT OF PLAN SHARES

A Participant will, from and including the Settlement Date, be the legal owner of the Plan Shares issued or allotted under the Plan.

6. RIGHTS AND RESTRICTIONS ATTACHING TO PLAN SHARES

Each Plan Share shall be issued on the terms and conditions that it will rank pari passu with all issued fully paid ordinary each in the capital of the Company for voting rights and dividends, and will be entitled to participate in any Bonus Issues and Rights Issues made by the Company on the same basis as other issued fully paid ordinary shares in the Company from the date of issue.

7. LIMITATION OF OFFERS

If the Company makes an Offer where:

(a) the total number of Shares the subject of that Offer exceeds the limit set out in the Class Order; or
(b) the Offer does not otherwise comply with the terms and conditions set out in the Class Order,

the Company must comply with Chapter 6D of the Corporations Act at the time of that Offer.

8. ASX LISTING

Plan Shares will be the subject of applications for listing for quotation on ASX as soon as practicable after the shares are allotted, subject to and in accordance with arrangements for the time being subsisting with ASX.

9. ADMINISTRATION OF THE PLAN BY THE BOARD

The Plan will be administered by the Board in accordance with these Terms and Conditions. The Board has the power to:

(a) determine appropriate procedures for administration of the Plan consistent with its terms;
(b) resolve conclusively all questions of fact or interpretation in connection with the Plan;
(c) delegate the exercise of any of its powers or discretions arising under the Plan to any one or more persons for such period and on such conditions as the board may determine; and
(d) suspend or terminate the Plan by giving written advice to Eligible Participants.

10. ALTERATIONS TO THE PLAN

The Company may by special resolution (or by a resolution of the Board if permitted by the Listing Rules, or otherwise as permitted by the Listing Rules) amend or add to these Terms and Conditions.

11. COMMENCEMENT OF THE PLAN

The Plan will take effect from 20 August 2015, subject to shareholder approval.

12. GOVERNING LAW

The Terms and Conditions of this Plan shall be governed by and construed in accordance with the laws for the time being in force in New South Wales.

AI assistant

PATERSON RESOURCES LTD — AGM Information 2015

65618_rns_2015-07-19_52cf5d6d-7b32-46c7-8920-deac2eabc186.pdf

ELYSIUM RESOURCES 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

CONTENTS

ORDINARY BUSINESS

1. Financial Statements and Reports

2. Resolution 1 – Approval of Remuneration Report

Voting Exclusion

3. Resolution 2 – Election of a Director – Mr Dean Pontin

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

5. Resolution 4 – Approval of 10% Placement Facility

Voting Exclusion

6. Resolution 5 – Approval of Placement of 5,220,163 Ordinary shares

Voting Exclusion

7. Resolution 6 – Approval of Placement of 9,637,990 Ordinary shares

Voting Exclusion

8. Resolution 7 – Approval of Placement of 148,887,435 Ordinary shares

Voting Exclusion

9. Resolution 8 – Adoption of Director Share Plan

10. Resolution 9 – Issue of Shares to Mr Michael D Tilley under the Directors’ Share Plan

11. Resolution 10 – Issue of Shares to Mr Max Carling under the Directors’ Share Plan

12. Resolution 11 – Issue of Shares to Mr Neb Zurkic under the Directors’ Share Plan

13. Resolution 12 – Issue of Shares to Mr Dean Pontin under the Directors’ Share Plan

Accompanying Explanatory Statement

Proxies

Voting Entitlements

By Order of the Board of Directors

Explanatory Statement

1. Resolution 1 – Approval of Remuneration Report

2. Resolution 2 – Election of a Director – Mr Dean Pontin

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

4. Resolution 4 – Approval of 10% Placement Facility

4.1 General

4.2 Description of Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(A x D) – E

(d) Listing Rule 7.1 and Listing Rule 7.1A

(e) Minimum Issue Price

5. Specific information required by Listing Rule 7.3A

The table has been prepared on the following assumptions:

6. Resolution 5 – Placement of 5,220,163 Ordinary shares

7. Resolution 6 – Placement of 9,637,990 Ordinary shares

8. Resolution 7 – Placement of 148,887,435 Ordinary shares

9. Resolution 8 – Adoption of Director Share Plan

9.1 ASX Listing Rule 7.1

9.2 Information required by the ASX Listing Rules – Terms of the DSP

9.3 Directors’ recommendation

10. Resolutions 9, 10, 11, and 12 – Issue of shares to Directors under Directors’ share plan

10.1 Issue of Shares under Directors’ Share Plan

10.2 ASX Listing Rule 10.14

10.3 Technical Information required by Listing Rules 10.15A

11. Enquiries

Glossary

SCHEDULE 1 – DIRECTOR SHARE PLAN TERMS

1. DEFINITIONS

1.1 In this Plan:

2. OFFER OF PLAN SHARES

3. ISSUE PRICE

4. ACQUISITION OF PLAN SHARES

5. RIGHTS OF PARTICIPANT IN RESPECT OF PLAN SHARES

6. RIGHTS AND RESTRICTIONS ATTACHING TO PLAN SHARES

7. LIMITATION OF OFFERS

8. ASX LISTING

9.

ADMINISTRATION OF THE PLAN BY THE BOARD

10. ALTERATIONS TO THE PLAN

11. COMMENCEMENT OF THE PLAN

12. GOVERNING LAW

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PATERSON RESOURCES LTD AGM Information 2015