PATERSON RESOURCES LTD — AGM Information 2016

Oct 13, 2016

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 Royal Exchange Club, Ground Floor, 1 Gresham Street, Sydney NSW 2000 on Thursday 17[th] November 2016 commencing at 10am (AEDT)

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 Royal Exchange Club, Ground Floor, 1 Gresham Street, Sydney NSW 2000 on Thursday 17[th] November 2016 commencing at 10am (AEDT).

Where not otherwise defined, capitalised terms used in this Notice have the meanings given to those terms in the Glossary on page 15 of the accompanying Explanatory Statement.

CONTENTS

Notice of Annual General Meeting (setting out the proposed resolutions) 5 Explanatory Statement (explaining the proposed resolutions) 15 Glossary

Proxy Form (attached)

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 2016.

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 2016.”

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.

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 Robin Armstrong

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

“That, for all purposes, Mr Robin Armstrong, who was appointed an additional Director on 18 May 2016 and, being eligible, offers himself for election, is elected as a Director.”

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4. Resolution 3 – Election of a Director – Mr Terence Clee

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

“That, for all purposes, Mr Terence Clee, who was appointed an additional Director on 18 May 2016 and, being eligible, offers himself for election, is elected as a Director.”

5. Resolution 4 – 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.”

6. Resolution 5 – 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 5 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 5 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.

7. Resolution 6 – Approval of Placement of 1,500,000 Ordinary shares (37,500,000 pre-Consolidation 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 1,500,000 (37,500,000 pre-Consolidation) 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 6 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.

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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 1412, 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 7pm (AEDT) on 15[th] November 2016. 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

14 October 2016

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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 or 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 2017 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 2017 annual general meeting. All of the Directors who were in office when the Company’s 2017 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 Robin Armstrong

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 Armstrong was appointed to the Board on 18 May 2016 and therefore offers himself for re-election.

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Robin Armstrong has over 35 years’ experience in the stockbroking and corporate finance industry and was executive director of Findlay Stockbrokers Limited. He brings a wealth of experience and investor contacts and has served on many ASX listed small and mid-company boards during his career. Robin will assist the Company in corporate fund raisings and assist in marketing the Company and its project(s).

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

3. Resolution 3 – Election of a Director – Mr Terence Clee

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 Clee was appointed to the Board on 18 May 2016 and therefore offers himself for re-election.

Terence Clee holds a combined B Comm (Accounting) and LLB. Terence commenced his career as an accountant at KPMG, working in Corporate Audit and Corporate Tax. He co-founded Hemsley Lawyers alongside lawyers from Allens Arthur Robinson and Blake Dawson (now Ashurst). Terence was responsible for the business development and strategic growth of the practice. Terence has experience in the start-up and small cap space, having advised technology start-ups and junior miners on commercialisation, cross-border transactions, tax and R&D.

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

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

In accordance with the Constitution, Mr Tilley retires by rotation. He now 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. 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 4.

5. Resolution 5 – Approval of 10% Placement Facility

5.1 General

Listing Rule 7.1A enables eligible entities to issue, with shareholder approval, 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.

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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 5.2(c) below).

The Board believes that Resolution 5 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution.

5.2 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) 326,095,262 Ordinary Shares; and

• (ii) 164,240,000 Unlisted 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%.

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• 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 5.2(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 ”).

6. 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 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power

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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
		$0.0055 50% decrease in Market Price	$0.011 Current Market Price	$0.022 100% increase in Market Price
Current Variable A 324,595,262	10% Voting Dilution	32,459,526 Shares	32,459,526 Shares	32,459,526 Shares
	Funds raised	$178,527	$357,055	$714,110
50% increase in current Variable A 486,892,893	10% Voting Dilution	48,689,289 Shares	48,689,289 Shares	48,689,720 Shares
	Funds raised	$267,791	$535,582	$1,071,164
100% increase in current Variable A 649,190,524	10% Voting Dilution	64,919,052 Shares	64,919,052 Shares	64,919,052 Shares
	Funds raised	$357,055	$714,110	$1,428,219

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

2. 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;

3. 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%.

4. 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.

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1. 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.

2. 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.

3. The issue price is $0.011, being the closing price of the Shares on ASX on 11[th] October 2016.

4. (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 5 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).

5. (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) A voting exclusion The Company’s allocation policy for issues under the 10% Placement Facility will be allocated on a “first come first served” basis, except in circumstances of oversubscription, in which case the allocations will be determined by the Directors at their discretion having regard to the Company’s best interests at that time, and where there are no such interests that would determine that allocation, on a pro rata basis.

• (f) The Company previously obtained Shareholder approval under Listing Rule 7.1A at the Annual General Meeting held on 20 August 2015. The total number of Equity Securities issued in the twelve months preceding the date of the meeting is 666,182,515 pre-Consolidation Ordinary shares, 237,200,000 post-Consolidation Ordinary shares and 159,800,000 post-Consolidation Options representing 423% of the Equity Securities on issue at the commencement of period and 680% on exercise of the Options.

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

Date of Issue:	31/03/2016
Number issued:	15,000,000 (pre-consolidation)
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Rights Issue
Price:	0.5 cent per share
Discount to market (if any):	nil
Total cash consideration received:	$75,000
Amount of cash consideration spent:	$75,000
Use of cash consideration:	Exploration/tenements - $50,000 Corporate/administration-$25,000
Intending use of remaining amount of cash(ifany)	n/a

Date of Issue:	31/3/2016
Number issued:	109,999,999 (pre-consolidation)
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Directors
Price:	0.3 cent per share
Discount to market (if any):	Nil
Total cash consideration received:	Nil (Directors share plan)
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:	12/5/2016
Number issued:	51,333,335 (pre-consolidation)
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Directors
Price:	22,000,000 @ $0.003 29,333,335 @ $0.00225
Discount to market (if any):	Nil
Total cash consideration received:	Nil (Directors share plan)
Amount of cash consideration spent:	n/a
Use of cash consideration:	n/a
Intending use of remaining amount of cash (if any)	n/a

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Date of Issue:	20/5/2016
Number issued:	374,878,048 (pre-consolidation)
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Placement – Sophisticated investors
Price:	250,000,000 @ $0.001 cent per share 124,878,048 @ $0.00205 cent per share
Discount to market (if any):	n/a
Total cash consideration received:	$506,000
Amount of cash consideration spent:	$380,000
Use of cash consideration:	Exploration/tenements - $105,000 Corporate/administration-$275,000
Intending use of remaining amount of cash (if any)	Exploration/tenements - $76,000 Corporate/administration-$50,000

Date of Issue:	28/6/2016
Number issued:	27,671,133 (pre-consolidation)
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Directors
Price:	$0.00219
Discount to market (if any):	Nil
Total cash consideration received:	Nil (Directors share plan)
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:	28/6/2016
Number issued:	25,000,000 (pre-consolidation)
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Rights Issue
Price:	0.2 cent per share
Discount to market (if any):	Nil
Total cash consideration received:	$50,000
Amount of cash consideration spent:	$50,000
Use of cash consideration:	Exploration/tenements - $25,000 Corporate/administration-$25,000
Intending use of remaining amount of cash (if any)	n/a

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Date of Issue:	19/8/2016
Number issued:	62,300,000 (pre-consolidation)
Class/type of securities:	Ordinary shares
Name of persons who received securities or basis on which those persons was determined:	Rights issue
Price:	37,500,000 @ 0.2 cent per share 24,800,000 @ 0.3 cent per share
Discount to market (if any):	Nil
Total cash consideration received:	$75,000
Amount of cash consideration spent:	$75,000
Use of cash consideration:	Exploration/tenements - $35,000 Corporate/administration-$40,000
Intending use of remaining amount of cash (if any)	n/a

Date of Issue:	19/9/2016
Number issued:	41,200,000
Class/type of securities:	Unlisted Options
Name of persons who received securities or basis on which those persons was determined:	Directors
Price:	Nil
Discount to market (if any):	Nil
Total cash consideration received:	Nil
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:	29/9/2016
Number issued:	152,200,000 ordinary shares 76,100,000 attaching options
Class/type of securities:	Ordinary shares & Options
Name of persons who received securities or basis on which those persons was determined:	Sophisticated Investors
Price:	1 cent per ordinary share (with attaching option)
Discount to market (if any):	Nil
Total cash consideration received:	$1,122,000
Amount of cash consideration spent:	nil
Use of cash consideration:	n/a
Intending use of remaining amount of cash (if any)	Exploration/tenements Corporate/administration

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Date of Issue:	11/10/2016
Number issued:	85,000,000 ordinary shares 42,500,000 attaching options
Class/type of securities:	Ordinary shares & Options
Name of persons who received securities or basis on which those persons was determined:	Sophisticated Investors
Price:	1 cent per ordinary share (with attaching option)
Discount to market (if any):	Nil
Total cash consideration received:	$850,000
Amount of cash consideration spent:	nil
Use of cash consideration:	n/a
Intending use of remaining amount of cash (if any)	Exploration/tenements Corporate/administration

• (g) 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.

7. Resolution 6 – Placement of 1,500,000 Ordinary shares (37,500,000 pre-Consolidation 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.

1,500,000 Ordinary shares (37,500,000 pre-Consolidation) were issued on 19 August 2016.

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.

ASX Listing Rule 7.4 provides that where shareholders approve a past issue, and the issue did not breach ASX Listing Rule 7.1, 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. The issue of securities detailed in this resolution did not exceed the 15% threshold and was otherwise compliant with 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:-

1. Number of securities issued : 1,500,000 (37,500,000 pre-Consolidation) fully paid ordinary shares

2. Price of issue : 5 cents (0.2 cents pre-Consolidation) per share

3. Terms of the securities : The shares rank equally with existing ordinary shares.

4. Persons to whom the securities were issued : Blumont Group Ltd

5. Use of funds raised : To provide working capital

6. Voting exclusion statement : see Resolution 6 in the Notice of Meeting.

8. 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

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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). AEDT Australian Eastern Daylight Time, being the time in Sydney, New South Wales. Annual Report the annual report of the Company for the financial year ended 30 June 2016. 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 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, Mr Robin Armstrong or Mr Terence Clee. Equity Securities the meaning given in the Listing Rules. Explanatory Statement this explanatory statement accompanying the Notice.

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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).
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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