PATERSON RESOURCES LTD — Capital/Financing Update 2014

May 21, 2014

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22[nd] May 2014

ASX Limited

EXPIRY OF 30[th] JUNE 2014 OPTIONS

Dear Option Holder

The 30[th ] June 2014 Options issued by the Company are due to expire at 5.00pm Eastern Standard Time on 30[th] June 2014. In accordance with the terms and conditions of the option issue and the ASX Listing Rules, the Company is required to give you notice at least 20 business days before the expiry date.

In accordance with the ASX Listing Rules the Company advises as follows:

1. The latest date for the exercise of the options and for payment of the exercise price is 30[th] June 2014;

2. The exercise price of the options is $0.013 per option;

3. The consequence of non-payment of the exercise price is that the options will lapse;

4. The latest available market sale price of the Company’s shares on ASX prior to the date of letter was $0.01 per share on 21[st] May 2014;

5. The highest and lowest market price of the underlying securities during the three months prior to 22[nd] May 2014 are set out below:

i. Highest:$0.01 per Share on 16th May 2014;

ii. Lowest: $0.005 per Share on 27th February 2014.

1. The last date of quotation of EYMO options on the Australian Securities Exchange will be 30[th] June 2014.

Enclosed is a “Notice of Exercise of Options Expiring 30[th] June 2014”

To convert your EYMO options into EYM shares, complete the attached “Notice of Exercise of Options Expiring 30th June 2014” form in full, sign it and return it to the address at the foot of this letter with the appropriate remittance amount by cheque made payable to ELYSIUM RESOURCES LIMITED and crossed “Not Negotiable”.

Mark Ohlsson Company Secretary

Elysium Resources Limited

ABN 45 115 593 005 Suite 705, 3 Spring Street, Sydney NSW 2000 PO Box H238, Australia Square NSW 1215 Phone: +61 2 9247 7744 Fax: +61 2 9247 7244 Email: info@elysiumresources.com.au Web: www.elysiumresources.com.au

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Application Form on Exercise of Options Expiring 30 June 2014

To the Directors, Elysium Resources Limited I/We hereby exercise option(s) and hand you herewith my/our cheque for being $0.013 per share on application for ordinary shares in the capital of the Company. I/We request that you allot me that number of shares and I/we agree to accept that number of shares on the terms below and the Constitution of the Company, and I/we authorise you to place my/our name on the register.

My/Our SRN/HIN (as shown on my/our Issuer Sponsored holding statement or CHESS holdings statement) is Sign Here – This section must be signed for your instructions to be executed

I/We authorise you to act in accordance with my/our instructions set out above.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Director Director/Company Secretary Sole Director and Sole Company Secretary Note: when signed under Power of Attorney, the attorney states that they have not received a Day/Date Month Year notice of revocation. Computershare Investor Services Pty Limited needs to sight a certified copy of the Power of Attorney. Contact Name Contact Telephone Number / /

LODGEMENT INSTRUCTIONS

Cheques shall be in Australian currency made payable to Elysium Resources Limited and crossed “Not Negotiable”. The application for shares on exercise of the options with the appropriate remittance should be lodged with the Company, Elysium Resources Limited, Suite 705, 3 Spring Street, Sydney NSW 2000.

Terms and Conditions of Options Expiring 30 June 2014

Exercise Price

The exercise price of each New Option is $0.013 per Share.

Entitlement

Each New Option shall entitle the holder the right to subscribe (in cash) for 1 Share in the capital of the Company.

Option Period

The New Options will expire at 5:00pm (AEST) on 30 June 2014 (" Expiry Date "). Subject to the requisite method of exercise, New Options may be exercised at any time prior to the Expiry Date and any not exercised shall automatically expire on the Expiry Date.

Ranking of Shares Allotted on Exercise

Each Share allotted as a result of the exercise of any New Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.

Voting

A registered holder of a New Option (" New Option Holder ") will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being a New Option Holder, a Shareholder.

Transfer

New Options are transferable at any time prior to the Expiry Date. This right is subject to any restrictions on the transfer of New Options that may be imposed by the ASX in circumstances where the Company is listed on the ASX.

Method of Exercise

The Company will provide to each New Option Holder a notice that is to be completed when exercising the New Options (" Exercise Notice "). New Options may be exercised by the New Option Holder completing the Exercise Notice and forwarding the same to the Company Secretary to be received prior to the Expiry Date. The Exercise Notice must state the number of New Options being exercised and the consequent number of Shares to be allotted.

The Exercise Notice of New Options by a New Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of $0.013 per Share.

The exercise of less than all of a New Option Holder’s New Options will not prevent the New Option Holder from exercising the whole or any part of the balance of the New Option Holder’s entitlement under the New Option Holder’s remaining New Options.

Within 14 days from the date the New Option Holder properly exercises New Options, the Company shall issue and allot to the New Option Holder that number of Shares so subscribed for by the New Option Holder.

The Company will within 3 Business Days from the date of issue and allotment of Shares pursuant to the exercise of a New Option, apply to the ASX for, and use its best endeavours to obtain, official quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules.

The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted New Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the New Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

ASX Listing

Application for quotation of the New Options on the ASX will be made.

Reconstruction

In the event of a reconstruction (including a consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the New Option Holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

Participation in New Share Issues

There are no participating rights or entitlements inherent in the New Options to participate in any new issues of capital which may be made or offered by the Company to its Shareholders from time to time prior to the Expiry Date unless and until the New Options are exercised. The Company will ensure that the record date for the purposes of determining entitlements to any new issue will be at

least 7 Business Days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the New Option Holder an opportunity to exercise the New Options held by the New Option Holder.

No change of Exercise Price or number of underlying Shares

There are no rights to change the exercise price of the New Options or the number of underlying Shares.