ELYSIUM RESOURCES LIMITED (ACN 115 593 005)

RIGHTS ISSUE PROSPECTUS

For a pro rata, non-renounceable rights issue of 1 New Share for every 3 Shares held at the Record Date and 1 New Option for every 2 New Shares subscribed for, to raise up to $1,255,384.80 before issue costs (“the Offer” or “the Rights Issue”).

The Offer is Partly Taken Up

Important Notice

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered under this Prospectus should be considered speculative.

Section		Page
	Summary of Important Dates	3
	Important Notes	4
	Key Investment Risks	6
1	Chairman’s Letter	7
2	Details of the Offer	8
3	Purpose	14
4	Effect of the Offer on the Company	14
5	Risk Factors	17
6	Additional Information	25
7	Action Required by Shareholders	35
8	Glossary	39
9	Directors Authorisation	40
10	Corporate Directory	41

SUMMARY OF IMPORTANT DATES

Announcement of the Offer and Prospectus lodged with ASX and ASIC Appendix 3B lodged with ASX	26 June 2015
Company sends notice to Security holders containing the information required by Appendix 3B.	29 June 2015
"Ex" Date	30 June 2015
Record Date	2 July2015
Prospectus dispatched to Eligible Shareholders OpeningDate of Offer	7 July 2015
ClosingDate of Offer 5pm(Sydneytime)	23 July2015
New Shares and New Options quoted on a deferred settlement basis	24 July 2015
Company to notify ASX of under subscriptions (if any)	28 July 2015
Despatch Date Allotment of securities Deferred settlement tradingends	30 July 2015
Expected date for normal trading of securities to commence on ASX	31 July 2015

This timetable is indicative only and subject to change. The Company reserves the right to vary the above dates, subject to the Listing Rules and the Corporations Act.

IMPORTANT NOTES Understanding this Prospectus

This Prospectus is dated 26 June 2015 and was lodged with ASIC on that date.

Neither ASIC nor ASX take responsibility for the content of this Prospectus. The Directors of the Company reserve the right to close the Offer earlier than the timetable or vary any of the important dates set out in this Prospectus without prior notice, including extending the closing date of the Rights Issue. No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Company will apply to ASX for the New Shares and New Options to be granted Official Quotation within seven days of the date of this Prospectus.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Refer to Section 2.12 for treatment of International Shareholders. Applications for New Shares, New Options and Shortfall Securities offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

The New Shares and New Options are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares and New Options is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This Prospectus is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

This Prospectus and any other materials relating to the New Shares and New Options have not been and will not be lodged or registered as a Prospectus with the Monetary Authority of Singapore.

No person has been authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any information or representation that is not contained in this Prospectus may not be relied upon as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. Except as required by law, and only to the extent so required, neither the Company, nor any other person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Prospectus.

This Prospectus should be read in its entirety. The risks associated with investing in the Company are significant and potential investors should carefully consider those risks and seek professional advice before deciding whether to invest.

If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser. In particular, it is important that you consider the risk factors (see Section 5 of this Prospectus) that could affect the performance of the Company before making an investment decision.

Subject to the requirements of the Corporations Act and the Listing Rules, the Company reserves the right to vary the timetable summerised on page 3 of the Prospectus.

The projects referred to in this Prospectus are at an exploration stage only and as a consequence, investment in the securities offered by this Prospectus is speculative in nature.

Some words and expressions used in this Prospectus have defined meanings which are explained in Section 8.

Additional copies of this Prospectus are available from the registered office of the Company during normal business hours. A copy of the Prospectus can be downloaded from the website of the Company at www.elysiumresources.com.au, or the website of ASX at www.asx.com.au. Any person accessing the electronic version of the Prospectus for the purposes of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Prospectus available on the Company’s website does not include an Entitlement and Acceptance Form. Eligible Shareholders wishing to take up their Entitlement should complete the paper copy of the personalised Entitlement and Acceptance Form which accompanies a paper copy of this Prospectus.

KEY INVESTMENT RISKS

The ability of Elysium to carry out its corporate objectives is dependent upon it having the necessary cash resources available to it. Depending on the amount raised under this Prospectus it may be necessary for the Board to reduce or vary its drilling and other plans for the Lloyds Copper Mine.
It will be necessary for Elysium to raise additional capital in future in order to continue to carry out its corporate plans. This may have the effect of diluting Elysium Shareholders who do not participate in any such future capital raising.

Please refer to the Risk Factors set out in Section 5 of this Prospectus for further details.

1. CHAIRMAN’S LETTER

ELYSIUM RESOURCES LIMITED

Suite 706, 3 Spring Street, Sydney NSW 2000 Australia Tel: (02) 9247 7744 ABN 45 115 593 005

26[th] June 2015

Dear Shareholder

PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE

I am writing to you as a registered holder of shares in Elysium Resources Limited (“ Company ”).

As announced to ASX on 26[th] June 2015, the Company is undertaking a pro rata non-renounceable offer of ordinary fully paid shares with attaching options to eligible shareholders, being persons who are registered as shareholders of the Company on the Record Date.

The offer is on the basis of 1 new share (“ New Share ”) for every 3 shares held by eligible shareholders of the Company on the Record Date at an issue price of $0.003 per New Share, together with 1 free attaching option with an exercise price of $0.003 and an expiry date of 30 September 2016 (" New Option ") for every 2 New Shares issued, to raise approximately $1,255,384.80 (before expenses) (“ Offer ”), if fully subscribed. In calculating entitlements under the Offer, fractions will be rounded up to the nearest whole number. The amount raised will comprise $985,619.69 in fresh cash and the balance of $269,765.11 in satisfaction of debts (refer to Section 2.3 of the Prospectus).

The Offer is partly taken up to the extent of $329.601.50 in aggregate. See section 2.3 for details of the Take Up.

The New Options, if exercised would raise up to $627,692.40 in additional funds.

The Company has set 7:00pm (AEST) on 2[nd] July 2015 as the Record Date for the purposes of determining shareholders’ entitlement to participate in the Offer.

New Shares issued pursuant to the Offer will rank equally to existing ordinary shares currently on issue and the Company will apply for official quotation of the New Shares.

The terms of the New Options issued pursuant to the Offer are set out in Section 6.2 of this Prospectus.

Eligible Shareholders are entitled to apply for additional New Shares with attaching New Options over and above their Entitlement.

The Company intends to apply the proceeds raised from the Offer towards enabling it to continue to pursue its corporate objectives of further resource development drilling, completion of the Environmental Impact Study and increasing its JORC Reserves of copper at the Lloyds Copper Mine.

The details of the Offer are set out in this Prospectus. I encourage you to read this Prospectus in its entirety and invite you to evaluate this opportunity carefully against your personal investment objectives.

Please note that the Closing Date for acceptances is 5:00p.m. (Sydney time) on 23[th] July 2015.

On behalf of the Board of Directors, I would like to take this opportunity to thank all shareholders for your continued support and we look forward to 2015 as being a year of further progress for your Company.

Yours faithfully,

==> picture [103 x 38] intentionally omitted <==

Michael Tilley Chairman

Elysium Resources Limited

2. DETAILS OF THE OFFER

This Section provides an overview of the Rights Issue. Before deciding whether to subscribe for New Shares and New Options under this Prospectus, you should read this Prospectus in its entirety.

2.1. The Offer

The Offer being made in this Prospectus comprises a non-renounceable Rights Issue, as follows:

Rights Issue

Eligible Shareholders are offered the right to subscribe for new, fully paid ordinary shares in the Company (“New Shares”), at a price of $0.003 per share, on the basis of 1 New Share for every 3 Shares held at the Record Date.

Upon successfully subscribing for New Shares you will also be issued with 1 attaching option to subscribe for 1 fully paid ordinary share in the Company, exercisable at $0.003 expiring on 30 September 2016 (“New Option”), on the basis of 1 New Option for each 2 New Shares issued.

Where fractions arise in the calculation of entitlements, they will be rounded up to the next whole number.

The number of New Shares to which an Eligible Shareholder is entitled is shown on the personalised Entitlement and Acceptance Form that accompanies the copy of the Prospectus sent to each Eligible Shareholder.

Only Eligible Shareholders are entitled to participate in the Rights Issue. Please refer to Section 7 for information about how to take up your rights.

The Rights Issue will close on 23[rd] July 2015 or such later date as the Directors may determine (“the Closing Date”). Notice of any decision to extend the period of the Rights Issue must be given at least 3 business days prior to the Closing Date by an announcement to ASX.

All New Shares issued pursuant to the Rights Issue under this Prospectus will rank equally with existing shares in the Company. The terms and conditions of the New Shares and the New Options are set out in Section 6.

2.2. Placing Shortfall

The Directors reserve the right to issue all or any Shortfall Securities at their discretion no later than 3 months after the close of the Offer at an issue price of not less than $0.003 per New Share with 1 attaching New Option for every 2 New Shares applied for.

2.3. Take up

Certain companies associated with the Directors have entered into Take Up Deeds to subscribe for New Shares and New Options as follows.:-

Shareholder	Securities	Subscribed	Cash $	Debt $
Companies associated with Directors	Entitlement	Shortfall
Cazenove PtyLtd	20,831,215			62,493.64
CarlingCapital Partners PtyLtd	12,502,119			37,506.36
Jend PtyLtd	10,000,000			30,000.00
Zurkic MiningConsultants PtyLtd	15,000,000	25,833,334	22,500.00	100,000.00
Lesmau PtyLtd	25,700,499		37,336.39	39,765.11
Total	84,033,833	25,833,334	59,836.39	269,765.11

A summary of the significant terms of the Take Up Deeds are set out in Section 6.6 of this Prospectus.

The parties who have entered into Take Up Deeds have agreed to subscribe the sum of $329,601.50 in total, for New Shares with attaching New Options. Of this amount $59,836.39 will be subscribed in cash and the balance of $269,765.11, applied in satisfaction of unpaid Director’s fees and consulting fees.

Zurkic Mining Consultants Pty Ltd has undertaken to apply for 25,833,334 shares under the Shortfall facility. Issue of these shares will be dependent on Shareholder approval at the next meeting of Shareholders.

2.4. Control

No party will acquire a relevant interest in more than 20% of the Company’s diluted ordinary shares on issue as a result of taking up its Entitlement. No Eligible Shareholder will be issued with Shortfall Securities to the extent that such issue would result in such shareholder acquiring a greater than 20% relevant interest in the Company’s diluted ordinary shares.

2.5. Eligibility of Shareholders for the Offer

The Rights Issue Offer is made only to those Shareholders whose registered address is in Australia, New Zealand or Singapore as at 7.00pm (Sydney time) on the Record Date (“Eligible Shareholders”).

Shareholders whose registered address is not in Australia, New Zealand or Singapore, or who become registered holders of Shares in the Company after the Record Date, are not eligible to participate in the Offer.

An Entitlement and Acceptance Form setting out Eligible Shareholders’ Entitlements accompanies the hard copy of this Prospectus distributed to Eligible Shareholders.

Eligible Shareholders who do not take up their Entitlement in full may, as a result of this Rights Issue, have their percentage shareholding in the Company diluted.

Eligible Shareholders are also invited to apply for Shortfall Securities arising out of any existing Shareholders not taking up all or part of their Entitlement, by completing the section of the personalised Entitlement and Acceptance Form, which deals with Shortfall Securities. Section 7.3 of this Prospectus provides further information regarding Applications for Shortfall Securities.

2.6. Eligible Shareholder Entitlements

The Entitlement of each Eligible Shareholder is shown on the personalised Entitlement and Acceptance Form.

2.7. Closing Dates and Payment for Securities

The Closing Date for acceptance of Entitlement and Acceptance Forms and Shortfall Application Forms is 5:00pm (Sydney time) on 23[rd] July 2015.

Cheques must be drawn in Australian currency on an Australian bank and made payable to ‘Elysium Resources Limited – Share Purchase Account and crossed ‘Not Negotiable’. Shareholders are asked not to forward cash by mail. Receipts for payment will not be issued.

Eligible Shareholders may submit payments for New Shares applied for using BPAY®. In order to use BPAY®, please follow the instructions set out on the Entitlement and Acceptance Form. If you make payment by BPAY®, you do not need to return your Entitlement and Acceptance Form.

2.8. Allotment of Securities

The New Shares and New Options will be allotted and issued no more than 5 Business Days after the Closing Date. Holding statements will be dispatched as soon as practicable after allotment and issue of the securities.

Until the allotment and issue of the New Shares and New Options under this Prospectus, Application monies will be held by the Company in trust in a separate bank account maintained for that purpose only. Any interest earned on Application monies will be for the benefit of the Company and will be retained by the Company irrespective of whether allotment takes place.

2.9. ASX Quotation

On the date of this Prospectus we will make application for the New Shares and the New Options issued pursuant to the Offer to be granted quotation on the Official List of the ASX.

If ASX does not grant Official Quotation of the New Shares and the New Options within 3 months after the date of the Prospectus then the New Shares and New Options will not be allotted and Application monies will be repaid in full without interest.

Quotation of the New Shares and the New Options on the Official List of the ASX does not in any way indicate an endorsement by the ASX of the Company, our projects or the New Shares and New Options. The ASX takes no responsibility for the contents of this Prospectus.

2.10. CHESS System

We participate in the Clearing House Electronic Subregister System (“CHESS”). ASX Settlement Pty Limited (ACN 008 504 532) (“ASX Settlement”), a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities Clearing House Business Rules.

Under CHESS, Shareholders will not receive certificates for their New Shares and New Options but will receive a statement of their holdings indicating the allotment of their New Shares and New Options pursuant to their acceptance of the Offer made under this Prospectus.

Shareholders who are broker-sponsored will receive a CHESS statement from ASX Settlement.

Shareholders registered under the Issuer Sponsored subregister will receive a statement from Computershare Investor Services Pty Ltd.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any month in which the balance of their shareholding or option-holding changes. Shareholders may also request a statement at any other time, although a charge may be made for this additional service.

2.11. Rights and Liabilities attaching to the New Shares and New Options

From allotment, the New Shares issued pursuant to this Prospectus, will rank equally in respect of dividends and in all other respects (e.g. voting, bonus issues) as existing Shares.

A summary of the rights and liabilities attaching to the New Shares and New Options is set out in Sections 6.1 and 6.2 of this Prospectus.

2.12. International Shareholders

This Offer does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Shareholders who do not have a registered address in Australia, New Zealand or Singapore are not eligible to participate in the Offer. The laws of jurisdictions outside of Australia, New Zealand and Singapore may restrict the distribution of this Prospectus. Anyone who comes into possession of this Prospectus outside Australia, New Zealand or Singapore should seek advice on and observe any such restrictions. A failure to comply with those restrictions may constitute a violation of applicable securities laws.

The Company is of the view that it is unreasonable to extend the Rights Issue to Shareholders with registered addresses outside Australia, New Zealand or Singapore, having regard to:

the small number of Shareholders with registered addresses outside Australia, New Zealand and Singapore;
the number and value of the New Shares which would be offered to ineligible Shareholders; and
the cost of complying with the legal requirements and requirements of the regulatory authorities, in the respective overseas jurisdictions.

Accordingly, this Offer will not be made to International Shareholders. In order for a Shareholder to participate in the Offer, the Shareholder must be resident in Australia, New Zealand or Singapore at the Record Date.

Eligible Shareholders holding Shares on behalf of persons who are resident outside Australia, New Zealand and Singapore are responsible for ensuring that participation in the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form or payment by BPAY® will constitute a representation that there has been no breach of such regulations. Shareholders who are nominees are therefore advised to seek independent advice as how they should proceed. Where the Offer has been dispatched to a Shareholder domiciled outside Australia, New Zealand or Singapore and where the country’s securities code or legislation prohibits or restricts in any way the making of the offers contemplated by this Prospectus, the Prospectus is provided for information purposes only.

2.13. New Zealand Shareholders

2.14. United States Shareholders

This Prospectus does not constitute an offer for sale of the New Shares or New Options or any right to a security into the United States or to U.S. persons. The New Shares and New Options have not been, and will not be, registered under the U.S. Securities Act and must not be offered or sold within the United States or to U.S. persons unless they are registered under the U.S. Securities Act or an exemption from the registration required of the U.S. Securities Act is available.

2.15. Singaporean Shareholders

This Prospectus and any other materials relating to the New Shares and New Options have not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Shares and New Options may not be circulated or distributed, nor may any New Shares or New Options be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This Prospectus has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this Prospectus immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares or New Options being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares or New Options. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

2.16. Position of Option Holders

The terms of the options that are issued as at the date of this Prospectus and set out in section 4.1 of this Prospectus do not entitle holders to participate in the Offer.

In order to participate in the Offer, a holder of options must, to the extent eligible under the terms of such options, promptly exercise the options so that, upon exercise, shares are allotted on or before 2[nd] July 2015.

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the exercise price of unlisted options (as set out in section 4.1) will be reduced in accordance with the Listing Rules. However, the listed options, as set out in section 4.1 carry no rights to change the exercise price of such unlisted options.

2.17. Issue Expenses

The estimated expenses of the Rights Issue including professional fees, registry services and printing and postage are approximately $15,000.

2.18. Application of Funds Raised

The purpose of the Offer is to raise funds for further exploration and evaluation of the Company’s Projects and working capital, as follows:

Use of Funds	Amount $
Burraga Project Delivery (includes remainder of EIS andpermitting)	300,000
Reserve Estimation	50,000
FeasibilityStudy	250,000
Drillingcampaign Sept/Nov 2015	450,000
Corporate(includes legals,office,listingfees etc.)	190,385
Issue Expenses	15,000
TOTAL	1,255,385

The above use of funds is based on the Company’s existing tenement portfolio, and in accordance with prudent management of the tenement portfolio, we will continue to monitor the prospectivity of our tenements and will assess new opportunities as and when they arise. Accordingly, funds may from time to time be applied toward existing and new tenements as management shall determine from time to time.

Shareholders are strongly urged to read Section 3 of this Prospectus carefully so as to better understand the purpose of the Offer, how the funds to be raised under the Rights Issue will be applied, the key assumptions involved and the potential impact the new funding will have on the Company’s future growth and enterprise value.

3. PURPOSE

The purpose of the Offer is to raise approximately $1,255,384.80 (before expenses), if fully subscribed. The amount raised will comprise $985,619.69 in fresh cash and the balance of $269,765.11 in satisfaction of debts (refer to Section 2.3 of the Prospectus).

The New Options, if exercised would raise up to $627,692.40 in additional funds.

The Company intends to apply the proceeds raised from the Offer towards enabling it to continue to pursue its corporate objectives of further resource development drilling, completion of the Environmental Impact Study (EIS) and increasing its JORC Reserves of copper at the Lloyds Copper Mine.

It is also possible that future acquisitions that may be contemplated may exceed the current or projected financial resources of the Company and it is expected that these acquisitions would be funded by project finance and/or equity issues (subject to shareholder approvals).

4. EFFECT OF THE OFFER ON THE COMPANY

4.1 The effect of the Offer on the Company’s issued share capital will be as follows:

Elysium Resources Limited Capital Structure

Number of Existing Shares (prior to the Rights Issue)	Number of New Shares to be Issued Under this Prospectus	Total Shares on issue upon completion of the Offer
1,255,384,800	418,461,600	1,673,846,400

*Assuming no existing options are exercised prior to the Record Date.

Listed Options

Expiry Date	Exercise Price	Number
31 March 2016	20 cents	32,386,426

Unlisted Options

Expiry Date	Exercise Price	Number
1 May2016	20 cents	2,000,000
30 June 2017	2 cents	17,000,000
30 April 2018	1.4 cents	94,000,000
TOTAL		113,000,000

Cash Position

Completion of the Offer will also have the effect of increasing the Company’s cash reserves by approximately $970,619.69 (after deducting estimated costs of the Rights Issue) and reduce outstanding debt by $269,765.11 (see section 2.3 for debt reduction details).

In the event all of the New Options are exercised, the Company will raise an additional $627,692.40.

4.2 Market Prices of Existing Shares on ASX

The highest and lowest market sale price of the Company’s Shares on the ASX, during the three months immediately preceding the lodgement of this Prospectus with ASIC and the respective dates of those sales are set out below:

Highest: $0.005 12[th] June 2015 Lowest: $0.003 14[th] May 2015

The Volume Weighted Average Price for the Company’s Shares for such three month period was $0.0044.

The last market sale price on the second day prior to the date of lodgement date of this Prospectus with ASIC was $0.005.

4.3 Financial Statements

Set out below is a pro forma Statement of Financial Position for the Company after taking into account the effect of the Rights Issue. This statement is based on the accounts of the Company as at 31[st] December 2014, which were lodged with the ASX on 16[th] March 2015.

The pro forma Consolidated Statement of Financial Position illustrates the effect of:

A: The issue of 418,461,600 fully paid ordinary shares at $0.003 raising $1,255,384.80; and
B: The Rights Issue is based on the following assumptions:
All Shareholders are Eligible Shareholders;
The Rights Issue will result in the Company issuing an additional 418,461,600 New Shares;
No outstanding existing Options are exercised by the Record Date;
The activities of the Company since 31[st] May 2015 are not recognised in the pro forma Statement of Financial Position except for a share placement as set out in Note 1 below .

Pro Forma Consolidated Statement of Financial Position

	Proforma Proforma
	31 December 2014 $ 31 May 2015 $ Post Rights Issue $
CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Available for sale financial assets Deferred exploration and evaluation expenditure TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed Equity Reserves Accumulated losses TOTAL EQUITY	308,243 356,198 1,341,858 111,286 35,987 35,987
	419,529 392,185 1,377,845
	52,914 53,507 53,507 46,500 1,500 1,500 3,532,235 3,851,633 3,851,633
	3,631,649 3,906,540 3,906,540
	4,051,178 4,298,725 5,284,385
	536,538 469,519 199,794
	536,538 469.519 199,794
	536,538 469,519 199,794
	3,514,640 3,829,206 5,084,591
	9,057,016 9,785,928 11,041,313 654,400 654,400 654,400 (6,196,776) (6,611,122) (6,611,122)
	3,514,640 3,829,206 5,084,591

Note 1: The above pro forma unaudited Statement of Financial Position “31 May 2015” includes a share placement on 12[th] June of 148,887,435 shares raising $446,662 cash and the payment of $120,000 of debt and expenses from those proceeds.

Note 2: The above pro forma unaudited Statement of Financial Position “Post Rights Issue” shows:-

(a) completion of the Offer to raise approximately $1,255,384.80 (before expenses) (comprised of $985,619.69 cash and $269,765.11 debt reduction); and
(b) expenses of the Offer of approximately $15,000 (excluding GST) which have been offset against proceeds of the Offer

5. RISK FACTORS

5.1 Introduction

This Section identifies the areas the Directors regard as the key risks associated with an investment in the Company. Potential investors should be aware that an investment in the Company involves many risks, which may be higher than the risks associated with an investment in other companies. Accordingly, the New Shares and the New Options to be issued under this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those New Shares and New Options. Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for New Shares and New Options in the Company.

The following summary, which is not exhaustive, represents some of the key risk factors potential investors need to be aware of as they may in the future materially affect the financial performance of the Company and the value of New Shares and the New Options to be issued under this Prospectus. Potential investors should read the whole of this Prospectus in order to appreciate such matters and the manner in which the Company intends to operate before any decision is made to apply for New Shares and the New Options.

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of more specific risks associated with the Company’s business and its involvement in the exploration and mining industry. These risk factors are largely beyond the control of the Company and its directors because of the nature of the proposed business of the Company.

5.2 Specific risks relating to Elysium

The ability of Elysium to carry out its corporate objectives is dependent upon it having the necessary cash resources available to it. Depending on the amount raised under this Prospectus it may be necessary for the Board to reduce or vary its drilling and other plans for the Lloyds Copper Mine.

It will be necessary for Elysium to raise additional capital in future in order to continue to carry out its corporate plans. This may have the effect of diluting Elysium Shareholders who do not participate in any such future capital raising.

Other Projects

All of our other projects are at the exploration stage only and thus all the inherent risks of exploration remain for each of them.

Tenure and Access

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved.

Our tenements are subject to numerous State and Territory specific legislative conditions. The renewal of the term of a granted tenement is also subject to discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising our projects. The imposition of new conditions or the inability to meet those conditions may adversely affect our operations, financial position and/or performance.

Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company is substantially dependent upon our executive directors, senior management, key personnel and consultants. There can be no assurance given that there will be no detrimental impact on the Company if one, or a number of, those employees or consultants cease their employment or engagement with the Company.

Speculative Nature of Exploration and Mining

Exploration for and mining of minerals is highly speculative and no assurance can be given that production will be obtained from the areas in which we have or may acquire an interest, or that production and marketing of any materials discovered by the Company will prove to be economic.

Should a discovery be made, there is no guarantee that it will be commercially viable for a host of factors beyond our control, for example, the economics of mining operations. While the Directors will make every effort to reduce the above risks through their experience in the exploration and mining industry, the fact remains that a commercially viable mineral discovery is very much the exception rather than the rule and success can never be guaranteed. Until we are able to realise value from our projects, we are likely to incur ongoing operating losses.

In summary, mineral exploration, project development and mining by their nature contain elements of significant risk. Ultimate and continuous success of these activities is dependent on many factors such as:

the discovery and/or acquisition of economically recoverable Ore Reserves;
successful conclusions to bankable feasibility studies;
access to adequate capital for project development;
design and construction of efficient mining and processing facilities within capital expenditure budgets;
securing and maintaining title to tenements;
obtaining consents and approvals necessary for the conduct of exploration and mining; and
access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees.

Other factors that could affect our operations include:

failure to achieve predicted grades in exploration and mining;
poor performance levels from external contractors;
operational and technical difficulties encountered in mining;
difficulties in commissioning and operating plant and equipment;
availability of suitable plant and expertise from contractors and consultants;
mechanical failure or plant breakdown;
unanticipated metallurgical problems which may affect extraction rates and costs;
adverse weather conditions;
industrial and environmental accidents;
industrial disputes;
availability of water and power; and
unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment.

Consequently, there can be no assurance that through the projects we will be able to develop and commercialise mineral extraction from its tenements and generate positive cashflow to sustain our financial viability.

Environmental Risks

Environmental risks are inherent in mining operations. We adopt practices which we believe are appropriate to minimise the potential of causing environmental damage in all our operations, but no assurance can be made that we will not be affected by environmental claims or issues in the future.

We are strongly committed to conducting our operations in an environmentally responsible manner, applying the highest standards and industry best practice to all our field activities. Surface disturbance is kept to a minimum, but where it is necessary, full cognisance is given to the environmental impact of the work to be carried out. Relevant government approvals are obtained and measures are taken to minimise the environmental impact and to ensure that following the activities involved, the land is restored and rehabilitated to as close as possible to its original condition.

For example, if trenching is required for mapping and geochemical sampling, the trenches are back-filled after the work is finished, the top soil is replaced and the surface is seeded with vegetation (usually grass) similar to that which already adjoins the trench, or otherwise as the land owner requires. Where possible, previously

disturbed sites are re-visited periodically to ensure that the rehabilitation has been successful. A similar approach is taken to the rehabilitation of drill sites, where during drilling, temporary dams and erosion barriers are constructed to ensure that slimes and dirty water from the drilling do not escape into the surrounding area. Plastic sheeting and hessian are also placed on the ground beneath the drill rig to protect against drips and spillages of oil or other contaminants from the rig.

We are not aware of any complaints about our environmental practices from owners of land on which we have operated or from Government officers with regulatory responsibility.

Native Title and Aboriginal Heritage

In applying for certain tenements and carrying out exploration and/or mining operations, we must observe native title legislation (where applicable) and Aboriginal Heritage legislation which protects Aboriginal sites and objects of significance.

In certain circumstances the consent of registered native title claimants must be obtained prior to carrying out certain activities on land to which their claim relates. It is possible that the conditions imposed by native title claimants on such consent may be on terms unacceptable to the Company.

Development Risk/Profitability

Our commercial viability will be dependent upon the successful development and operation of the Lloyds Copper Mine Project together with any drilling activity that we may undertake. No assurances can be given that we will be able to initiate or sustain successful mining operations at Lloyds Copper Mine or that operations will achieve commercial viability. Equally, no representation as to future profitability or dividends can be given.

Government and Regulatory Approvals

There can be no assurance that all of the relevant approvals and permits necessary to conduct mining operations will be granted by the relevant State government and regulatory authorities or that they will remain in good standing where already granted.

Ore Reserves and Mineral Resource Estimates

Ore Reserve and mineral resource estimates are expressions of judgment based on knowledge, experience and industry practice, and may require revision on actual production experience.

Uninsured Loss and Liability

Exploration for and development of minerals involves hazards and risks that could result in Elysium incurring losses and liabilities to third parties. There is a risk that we may not be insured against all losses or liabilities that could arise from our operations. If we incur losses or liabilities which are not covered by our insurance policies, the funds available for exploration and development will be reduced and the value and/or tenure of our assets may be at risk.

Funding Risk

Our ability to continue to explore is dependent upon our ability to raise funds as required from time to time. New funds for exploration are generally raised by way of the issue of new equity. Where these new funds are raised by the issue of new equity there may be dilution for existing Shareholders.

Occupational Health and Safety

There is an inherent risk or work place accidents occurring during the conduct of mining activity. We are totally committed to providing a safe and healthy work place for our employees and contractors. Our safety policy is displayed prominently at all operating sites. Hazardous activities are avoided wherever possible, but when necessary, all employees and contractors are provided with and required to wear personal protective equipment. Training is provided where it is needed and safety meetings are held at appropriate times in the course of our exploration activities. Our staff hold, or are encouraged to hold, current First Aid Certificates.

5.3 General Risks

There are risks involved with any investment in listed shares. The value of the New Shares and the New Options once listed on the ASX may rise or fall depending upon a range of factors and share conditions which are unrelated to the Company’s future financial performance. Share market conditions are affected by many factors including, but not limited to:

economic conditions in both Australia and internationally;
investor sentiment and local and international share market conditions;
changes in interest rates and the rate of inflation;
changes in metal prices;
changes to government regulation, policy or legislation;
changes in exchange rates; and
the nature of competition in the industry in which Elysium operates.

Some of these risks can be mitigated by the use of contingency plans and safeguards. However, many are outside the control of the Company and cannot be mitigated.

Like all businesses, we are affected by general economic conditions including the level of interest rates, inflation and consumer spending. Any prolonged downturn in economic activity could be expected to have a negative impact on the Company. As a company having a smaller market capitalisation, the market in the Company’s securities may suffer periods of illiquidity.

Commodity and Currency Price Volatility

Commodity prices are subject to influencing factors beyond the control of Elysium and can be subject to significant fluctuations. Some of these influencing factors include:

world demand for particular commodities;
the level of production costs in major commodity producing regions; and
expectations regarding inflation, interest rates and US dollar exchange rates.

Any significant and/or sustained fluctuation in exchange rates or commodity prices could have a materially adverse affect on our operations and financial position.

Factors affecting commodity prices include:

supply and demand fluctuations for specific commodities;
hoarding and selling of gold by central banks across the world;
changes in investor sentiment toward copper and gold;
speculative trading;
technological advancements;
copper lending rates;
forward selling activities; and
macro-economic factors such as inflation and interest rates.

Economic Factors

Our future possible revenues, operating costs, share price and returns to shareholders may be affected by changes in factors such as:

local and world economic conditions;
inflation or inflationary expectations;
currency movements;
interest rates;
supply and demand;
levels of tax, taxation law and accounting practice;
government legislation or intervention;
industrial disruption; and
natural disasters, social upheaval or war in Australia or elsewhere.

These factors are beyond the control of the Company and its Directors.

Currency Fluctuations

The future value of our Shares and options may fluctuate in accordance with movements in foreign currency exchange rates.

Taxation

Our profitability may be affected by changes in Australian and State government taxation laws and policies, including royalties payable in respect of mining operations in New South Wales.

There may be tax implications arising from the acquisition of Securities, any possible receipt of dividends (both franked and un-franked) and the disposal of Securities. All prospective investors should carefully consider these tax implications and if uncertain as to the relevant taxation issues, obtain further advice from a qualified professional adviser. Tax liabilities are the responsibility of each individual investor and we will not be responsible for any tax or related penalties incurred by investors.

Production and Cost Estimates

By their very nature, production and cost estimates and assumptions are inherently subject to significant uncertainties. Actual results may materially differ from our estimates and assumptions and may materially and adversely affect our commercial viability and future results.

Geopolitical

Politics on a global, regional or local scale could impact our operations, our access to certain countries and our right to continue operating in a particular country. Acts of terrorism or outbreak of war may disrupt or prevent us from operating its business.

Regulatory

Our activities will require compliance with various laws relating to the protection and rehabilitation of the environment, health and safety, culture and heritage and other matters.

In addition we are required to obtain numerous government permits, leases, licences and approvals in respect of our exploration and mining operations.

There is a risk that we may not obtain or may lose permits, leases, licences or approvals, essential to our operations.

We cannot predict how existing, or future laws and regulations may be interpreted by enforcement agencies or court rulings, whether additional laws and regulations will be adopted, or the effect such changes may have on our business or financial condition.

Stock market Risks

The market price of our shares may be significantly adversely affected by a variety of factors including (but not limited to) perceptions of, or variations in, general market conditions, operating performance, commodity prices, project and country risk, Board and management strength and expertise and a broad range of other factors which may or may not relate to our operations.

5.4 Other Risk Factors

Other risk factors include those normally found in conducting business including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in resumption of activities after reinstatement following the occurrence of

an insurable risk and other matters that may interfere with our business or trade.

Before any decision is made to subscribe for New Shares, the above matters, and all other matters described in this document must be carefully considered. The New Shares and New Options to be allotted pursuant to this Prospectus should be regarded as speculative in nature and carry no guarantee with respect to the payment of dividends, return of capital or their market value.

Investment in Elysium is regarded as speculative and neither the Company nor any of its Directors guarantees that any specific objective of the Company will be achieved or that any particular performance of the Company or its securities, including the New Shares and New Options offered by this Prospectus will be achieved.

The above list of risk factors should not to be taken as exhaustive of the risks faced by us or our Shareholders. The above factors, and others not specifically referred to above, may in the future materially affect our financial performance and the value of our Shares.

6. ADDITIONAL INFORMATION

6.1. Rights and Liabilities Attaching to the Securities

6.1.1. Rights attaching to the Shares

The rights attaching to ownership of the Shares arise from a combination of:

the constitution of Elysium; and
in certain circumstances, the Corporations Act, the Listing Rules, the ASX Settlement Rules and the general law.

The following is a summary of the more significant rights attaching to the Shares. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of Elysium’s Shareholders.

Further details of the rights attaching to Shares are set out in the constitution of Elysium, a copy of which can be inspected at Elysium’s registered office during normal business hours.

(a) Ranking of Shares

At the date of this Prospectus, all Shares are of the same class and rank equally in all respects. Specifically, the New Shares issued pursuant to this Prospectus will rank equally with Existing Shares.

(b) Voting rights

Subject to any special rights or restrictions (at present there are none), at any meeting each Shareholder present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each share held, but in respect of partly paid Shares will have a fraction of a vote in proportion to the amount paid up on the Shares.

(c) Dividend rights

The Directors may from time to time declare and pay or credit a dividend in accordance with the Corporations Act. Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all New Shares in proportion to the amount paid up. The Directors may from time to time pay or credit to the Shareholders such interim dividends as they may determine.

(d) Variation of Rights

The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a separate meeting of the holders of the Shares for that class.

(e) Transfer of Shares

Subject to the Company’s Constitution, the Corporations Act or any other applicable laws of Australia and ASX Listing Rules, the New Shares are freely transferable. The Directors may refuse to register a transfer of Shares only in limited circumstances, such as where the Company has a lien on those Shares.

(f)

General Meetings

Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to shareholders under the Company’s Constitution, the Corporations Act and ASX Listing Rules.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Company’s Constitution.

(g)

Future increase in capital

The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the Listing Rules, the Company’s Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

(h) Rights on Winding Up

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

divide among the shareholders the whole or any part of the Company’s property; and
decide how the division is to be carried out between the shareholders.

Subject to any special rights (at present there are none), any surplus assets on a winding up are to be distributed to shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.

6.2. Rights attaching to New Options

The following are the terms of the Options to be issued pursuant to this Prospectus.

6.2.1. Interpretation

(a) ASX means ASX Limited (ACN 008 624 691);
(b) Board means the board of directors of the Company;
(c) Business Day means a day not being a Saturday, Sunday or public holiday, on which banks are generally open for business in Victoria;
(d) Corporations Act means the Corporations Act 2001 (Cth) as amended from time;
(e) Listing Rules means the official listing rules of the ASX;
(f) New Option and New Options means the options to be issued to the Option holder on the terms detailed in these Terms of Options;
(g) Official List has the meaning given to that term in the Listing Rules; (h) Quotation has the meaning given to that term in the Listing Rules;
(i) Shareholder and Shareholders means a person who owns Shares in the capital of the Company, notwithstanding that those Shares may not be fully paid; and
(j) Shares means fully paid ordinary shares in the capital of the Company.

6.2.2. Entitlement

6.2.2.1. Each New Option entitles the Option holder to subscribe for, and be allotted, one ordinary Share in the capital of the Company.
6.2.2.2. Shares issued on the exercise of New Options will rank equally with all existing Shares on issue, as at the exercise date, and will be subject to the provisions of the Constitution of the Company and any escrow restrictions imposed on them by the ASX.

6.2.3. Exercise of New Option

6.2.3.1. The New Options are exercisable at any time from the date of issue.
6.2.3.2. The final date and time for exercise of the New Options is 5pm (Sydney time) on 30 September 2016. If such date falls on a day that is not a Business Day, the final date will be the next Business Day.
6.2.3.3. The exercise price of each New Option is $0.003.
6.2.3.4. Each New Option is exercisable by the Option holder signing and delivering a notice of exercise of New Option together with the exercise price in full for each Share to be issued upon exercise of each New Option to the Company’s Share Registry.
6.2.3.5. Remittances must be made payable to ‘ Elysium Resources Limited -Share Purchase Account ’ and cheques should be crossed ‘Not Negotiable’.
6.2.3.6. All New Options will lapse on the earlier of the: (a) receipt by the Company of notice from the Option holder that the Option holder has elected to surrender the New Option; and
(b) expiry of the final date and time for exercise of the New Option as set out in paragraph 6.2.3.2.
6.2.3.7. In the event of liquidation of the Company, all unexercised New Options will lapse.
6.2.3.8. For every New Option that is exercised, the Option holder will receive 1 Share.

6.2.4. Quotation

6.2.4.1. Subject to the requirements of the Listing Rules, the Company intends to apply to the ASX for Official Quotation of the New Shares and Options.
6.2.4.2. If the Shares of the Company are quoted on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any New Options within 10 Business Days (as defined in the Listing Rules) of issue. The Company gives no assurance that such quotation will be granted.

6.2.5. Participation in Securities Issues

Subject to paragraph 6.2.6 below, the holder is not entitled to participate in new issues of securities without exercising the New Options.

6.2.6. Participation in a Reorganisation of Capital

6.2.6.1. In the event of any reconstruction or reorganisation (including consolidation, sub-division, reduction or return of the capital of the Company), the rights of an Option holder will be changed in accordance with the Listing Rules of the ASX applying to a restructure or reorganisation of the capital at the time of that restructure or reorganisation, provided always that the changes to the terms of the New Options do not result in any benefit being conferred on the Option holder which is not conferred on Shareholders of the Company.
6.2.6.2. In any reorganisation as referred to in paragraph 6.2.6.1, New Options will be treated in the following manner:
(a) in the event of a consolidation of the share capital of the Company, the number of New Options will be consolidated in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;
(b) in the event of a subdivision of the share capital of the Company, the number of New Options will be subdivided in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;
(c) in the event of a return of the share capital of the Company, the number of New Options will remain the same and the exercise price will be reduced by the same amount as the amount returned in relation to each ordinary share;
(d) in the event of a reduction of the share capital of the Company by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled the number of New Options and the exercise price of each New Option will remain unaltered;
(e) in the event of a pro-rata cancellation of shares in the Company, the number of New Options will be reduced in the same ratio as the ordinary share capital of

the Company and the exercise price of each New Option will be amended in inverse proportion to that ratio; and

(f) in the event of any other reorganisation of the issued capital of the Company, the number of New Options or the exercise price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the Option holder which are not conferred on shareholders.

6.2.7. Adjustments to New Options and Exercise Price

6.2.7.1. Adjustments to the number of Shares over which New Options exist and/or the exercise price may be made as described in paragraph 6.2.6.1 to take account of changes to the capital structure of the Company by way of pro-rata bonus and cash issues.
6.2.7.2. The method of adjustment for the purpose of paragraph 6.2.7.1 shall be in accordance with the Listing Rules of the ASX from time to time, which, under Listing Rules 6.22.2 and 6.22.3, currently provide:
(a) Pro Rata Cash Issues

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the exercise price of a New Option may be reduced according to the following formula:

O’ = O – E[P-(S+D)]

N + 1

where:

O’ = the new exercise price of the New Option.
O = the old exercise price of the New Option.
E = the number of underlying securities into which one New Option is Exercisable.
P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price for a security under the pro-rata issue.
D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro-rata issue).
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

(b) Pro-Rata Bonus Issues

If there is a bonus issue to the holders of the underlying securities, on the exercise of any New Options, the number of Shares received will include the number of bonus Shares that would have been issued if the New Options had been exercised prior to the record date for bonus issues. The exercise price will not change.

6.2.8. Takeovers and Schemes of Arrangement

6.2.8.1. If during the currency of any New Options and prior to their exercise a takeover offer or a takeover announcement (within the meaning of the Corporations Act) is made to holders of Shares then within 10 Business Days after the Company becomes aware of the offer, the Company must forward a notice notifying the Option holder of the offer and from the date of such notification, the Option holder has 60 days within which to exercise the New Options notwithstanding any other terms and conditions applicable to the New Options or arrangement. If the New Options are not exercised within 60 days after notification of the offer, the New Options may be exercised at any other time according to their terms of issue.
6.2.8.2. If an offer for shares in the Company is made to Shareholders pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act, the Option holder will be entitled to exercise New Options within the period notified by the Company.

6.2.9. Transfers

The New Options are freely transferable.

6.2.10. Notices

Notices may be given by the Company to the Option holder in the manner prescribed by the Constitution of the Company for the giving of notices to Shareholders and the relevant provisions of the Constitution of the Company will apply with all necessary modification to notices to be given to the Option holder.

6.2.11. Rights to Accounts

The Option holder will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meeting of Shareholders, however, if the Option holder is not a Shareholder, the Option holder will not have any right to attend or vote at these meetings.

6.3. Elysium is a Disclosing Entity

We are a disclosing entity for the purposes of the Corporations Act and, as such, we subject to regular reporting and disclosure requirements. As a listed company, we are required to comply with all applicable continuous disclosure and reporting requirements in the Listing Rules. We have an obligation under the ASX Listing Rules (subject to certain exceptions) to disclose to ASX any information of which it is or becomes aware concerning Elysium and which a reasonable person would expect to have a material effect on the price or the value of shares. All such disclosures are available at www.asx.com.au.

The ASX maintains records of company announcements for all companies listed on the ASX. Our announcements may be viewed on the ASX's website at www.asx.com.au.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at an office of ASIC.

6.4. Section 713 Prospectus

This Prospectus has been issued under the provisions of section 713 of the Corporations Act. Section 713 enables disclosing entities to issue prospectuses in relation to "continuously quoted securities" (as defined in the Corporations Act), or options to acquire such securities.

Elysium as a disclosing entity is subject to regular reporting and disclosure obligations. As at the date of this Prospectus no information has been excluded from a continuous disclosure notice in accordance with the Listing Rules. Copies of documents lodged at ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

The New Shares to be issued under this Prospectus are in a class of securities that has been continuously quoted on the ASX in the 12 month period preceding the date of this Prospectus.

The New Options to be issued under this Prospectus are options to acquire securities in a class of securities that has been continuously quoted on the ASX in the 12 month period preceding the date of this Prospectus.

The level of disclosure that applies to this Prospectus requires that it must contain all the information investors and their professional advisers would reasonably require to make an informed assessment of:

a) the effect of the offer on the Company; and
b) the rights and liabilities attaching to the securities being offered; and c) in the case of the New Options, the rights and liabilities attaching to the New Options themselves and the underlying securities.

The Prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the Prospectus. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospectus of the issuing company. Accordingly, this Prospectus does not contain the same level of disclosure as a prospectus of an unlisted company or an initial public offering prospectus.

Having taken such precautions and having made such enquiries as are reasonable, we believe that we have complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the date of this Prospectus which required us to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company. Information that is already in the public

domain has not been reported in this Prospectus, other than that which is considered necessary to make the Prospectus complete.

6.5. Right to Obtain Copies of Documents

We will provide a copy of any of the following documents, free of charge, to any person who requests a copy of the document before the Closing Date:

a) the Half year financial report of the Company for the six months ended 31 December 2014, being the financial report most recently lodged by the Company with the ASIC;
b) any continuous disclosure notices (that is, documents in which the ASX was notified of information relating to the Company) given by the Company after 16[th] March 2015, being the date of lodgement of the 31 December 2014 financial report and before lodgement of a copy of this Prospectus with the ASIC.

These documents are:

31/3/15	Change in substantial holding
31/3/15	Change of Director's Interest Notice
24/4/15	Quarterly Activities Report
24/4/15	Quarterly Cashflow Report
12/6/15	Placement
12/6/15	Appendix 3B
12/6/15	Change of Share Registry Address
12/6/15	Change in substantial holding
12/6/15	Becoming a substantial holder
17/6/15	Director Appointment/Resignation
23/6/15	Burraga Copper Project Resource Estimate
23/6/15	Updated Burraga Copper Project Resource Estimate

We may make further announcements to ASX from time to time. Copies of announcements are released by ASX on its website (www.asx.com.au), and will also be made available on our website (www.elysiumresources.com.au). Copies of announcements can also be obtained from us on request. Prospective investors are advised to refer to ASX’s website or our website for updated releases about events or matters affecting the Company.

The half year financial report and the continuous disclosure notices referred to above have been identified for the purposes of section 713(4) of the Corporations Act and are not taken to form part of the content of this Prospectus.

The Company’s constitution and the consents referred to in Section 6.14 are also available for inspection for a period of 12 months after the date of this Prospectus during normal business hours at the Company’s office at:

Suite 706, 3 Spring Street SYDNEY NSW 2000

6.6. Summary of Take up Deeds

Under the Take up Deeds referred to in Section 2.3 of this Prospectus, each of the relevant Eligible Shareholders has agreed to maintain ownership of its shareholding in the Company as at the date of such Deed at least until the Record Date and to take up and subscribe for the number of New Shares with attaching New Options set out against their respective names in Section 2.3.

Such Eligible Shareholders have further agreed to do all things necessary as may be reasonably required to give effect to such Take Up Deeds.

6.7. Interests of Directors and Management

Except as set out in this Prospectus, no Director holds, or held at any time in the last two years, any interest in:

(a) the formation or promotion of Elysium; or
(b) property acquired or proposed to be acquired by Elysium in connection with either its formation or promotion, or the Offer; or
(c) the Offer.

Details of the interests of each Director in securities of Elysium immediately before lodgement of the Prospectus with ASIC are set out in the table below. The table does not take into account any securities the Directors may acquire under the Offer.

Relevant Interests of Directors

Director	Number of Shares	Number of Shares	Number of Options held	Number of Options held
	Direct	Indirect	Direct	Indirect
Michael Tilley	-	30,775,000	-	31,250,000
Max Carling	-	103,334,790	-	80,500,000
Neb Zurkic	-	45,000,000	-	40,747,494
Dean Pontin	-	132,698,684	-	-
Total	-	311,808,474	-	152,497,494

6.8. Payments and Benefits to Directors

Except as set out in this Prospectus, no person has paid or agreed to pay any amount, or provided or agreed to provide any benefit to:

any Director in order to induce them to become, or to qualify as, a Director; or
any Director for services provided by him in connection with
i) the formation or promotion of Elysium, or ii) the Offer.

6.9. Remuneration of Directors

The Company’s Constitution provides that the Directors shall be paid out of the funds of the Company, by way of remuneration for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Directors prior to the first annual general meeting of the Company, to be divided among themselves and in default of agreement then in equal shares. The remuneration of the Directors shall not be increased except pursuant to a resolution passed at a general meeting of the company where notice of the suggested increase shall have been given to Members in the notice convening the meeting. No Non-Executive Director shall not be paid as part or whole of his remuneration a commission on or a percentage of profits or a commission on or a percentage of operating revenue, and no Executive Director shall be paid as whole or part of his remuneration a commission on or percentage of operating revenue.

The Directors have been paid remuneration totalling $64,000 (inclusive of salary, entitlements and super contributions) for the period from 1 January 2015 to the date of this Prospectus. A further $230,000 in remuneration has been accrued and remains unpaid as at the date of this Prospectus.

6.10. Interests of, and Issue of Payments and Benefits to, Advisors and Experts

Except as set out in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory, expert or any other capacity in connection with the preparation and distribution of this Prospectus, promoters of Elysium (together, “ Prescribed Persons” ) holds, or at any time in the past two years held, any interest in:

a) the formation or promotion of Elysium;
b) any property acquired or proposed to be acquired in connection with the formation or promotion of Elysium or the Offer; or
c) the Offer.

Except as set out in this Prospectus, no amounts have been paid or agreed to be paid to any Prescribed Person and no benefit has been given or agreed to be given to any Prescribed Person for services provided by a Prescribed Person in connection with:

a) the formation or promotion of Elysium; or
b) the Offer.

6.11. Estimated Expenses of the Offer

The expenses of the Offer are expected to be approximately $15,000. These expenses will be borne by the Company and may be paid out of the proceeds of the Rights Issue.

6.12. Electronic Prospectus

Pursuant to Class order 00/044 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Entitlement and Acceptance Form. If you have not, please email the Company at [email protected] the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you may obtain a copy of the Prospectus from the Company’s website at www.elysiumresources.com.au.

The Company reserves the right not to accept an Entitlement and Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic Entitlement and Acceptance Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

6.13. Litigation

As at the date of this Prospectus, we are not involved in any material legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against us.

6.14. Consents

Each of the Directors has given and has not withdrawn his consent to all statements of such director or of the Directors which are included in the Prospectus in the form and context in which they are included.

Each of Cazenove Pty Ltd, Carling Capital Partners Pty Ltd, Jend Pty Ltd, Zurkic Mining Consultants Pty Ltd and Lesmau Pty Ltd has given, and not withdrawn, its consent to be named as a party to a Take Up Deed in the form and context in which it is named, but does not make any statement in this Prospectus, nor is any statement in this Prospectus based on a statement by any of them.

Computershare Investor Services Pty. Limited has given and as at the date of this Prospectus has not withdrawn their written consent to be named as the Company’s share registry in the form and context in which it is named. Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registrar to the Company. Computershare Investor Services Pty Limited has not authorised or caused the issue of and expressly disclaims and takes no responsibility for, any part of this Prospectus.

7. ACTION REQUIRED BY SHAREHOLDERS

7.1 What Shareholders may do

The number of New Shares and New Options to which Eligible Shareholders are entitled under the Rights Issue (your Entitlement) is shown on the accompanying Entitlement and Acceptance Form.

As an Existing Shareholder, you may:

take up your Entitlement in part or in full;
take up your Entitlement in full and apply for Additional Shares; or
do nothing and allow your Entitlement to lapse.

The Offer is an offer to Eligible Shareholders only.

Eligible Shareholders who do not participate fully in the Entitlement Offer will have their percentage holding in Elysium reduced. Eligible Shareholders who participate in the Offer will see their percentage holding in Elysium stay the same if they take up all of their Entitlement.

7.2 Taking up all or part of your Entitlement

If you wish to take up all or part of your Entitlement complete the accompanying Entitlement and Acceptance Form for New Shares and New Options in accordance with the instructions set out in the form. Forward your completed Entitlement and Acceptance Form together with your cheque, money order or bank draft in Australian currency drawn on and payable at an Australian bank for the amount shown on the form using the envelope provided to reach the Company’s Share Registry, Computershare Investor Services Pty Limited, no later than 5.00pm (Sydney time) on 23[rd] July 2015 at the address set out below:

Elysium Resources Limited c/- Computershare Investor Services Pty Limited GPO BOX 505 MELBOURNE VIC 3001 AUSTRALIA

Cheques, money orders or bank drafts should be made payable to “Elysium Resources Limited – Share Purchase Account” and crossed “Not Negotiable”. Alternatively, a BPAY® option is also available (see below). In order to use BPAY ® , please follow the instructions set out on the Entitlement and Acceptance Form.

7.3 Taking up Shortfall by Shareholder

If there is a shortfall in subscriptions and you are an Eligible Shareholder and you wish to take up Additional Shares then enter the number of Additional Shares on the Entitlement and Acceptance Form in accordance with the instructions set out in the Entitlement and Acceptance Form. In order to apply for Additional Shares you must be an Eligible Shareholder and must have first taken up your Entitlement in full.

Forward your completed Entitlement and Acceptance Form together with your cheque, money order or bank draft in Australian currency drawn on and payable at an Australian bank for the amount shown on the form using the envelope provided to reach the Company’s Share Registry, Computershare Investor Services Pty Limited, no later than 5.00pm (Sydney time) on 23[rd] July 2015 at the address set out below:

Elysium Resources Limited c/- Computershare Investor Services Pty Limited GPO BOX 505 MELBOURNE VIC 3001 AUSTRALIA

Cheques, money orders or bank drafts should be made payable to “Elysium Resources Limited – Share Purchase Account” and crossed “Not Negotiable”.

Alternatively, a BPAY® option is also available. In order to use BPAY®, please follow the instructions set out on the Entitlement and Acceptance Form (see below). Please note that should you choose to pay by BPay:

you do not need to submit the enclosed Entitlement and Acceptance Form but are taken to make the declarations, warranties, representations and agreements on that Entitlement and Acceptance Form;
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your payment; and
if your payment exceeds the amount you need to pay for your full Entitlement, you are deemed to have taken up your full Entitlement and applied for such whole number of Shortfall Shares which is covered in full by your payment after deducting the amount you need to pay for your full Entitlement.

It is the responsibility of the Applicant to ensure funds submitted through BPay are received by no later than 5.00 pm (Sydney time) on 23[rd] July 2015. You should be aware that your financial institution may implement earlier cut off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Members of the general public may not make payment for Shortfall Securities via BPAY ® .

7.4 Applications and Payment

If your Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted by the Company. The Company’s decision as to whether to accept the application or how to construe, amend or complete it, shall be final, but no Applicant will be treated as having offered to purchase more New Shares than indicated by the amount of the cheque for application monies.

You are urged to lodge your Application as soon as possible. Entitlement and Acceptance Forms must not be circulated to prospective investors unless attached to a copy of this Prospectus.

Cheques must be drawn in Australian currency on an Australian bank and made payable to ‘Elysium Resources Limited - Share Purchase Account’ and crossed ‘Not Negotiable’. Please do not to forward cash by mail. Receipts for payment will not be issued.

7.5 Enquiries

If you have any queries about your Entitlement please contact the Company between the hours of 8.30am and 5.00pm Sydney time, Monday to Friday:

Ph: (02) 9247 7744 (within Australia) +61 2 9247 7744 (outside Australia)

Alternatively, contact your stockbroker or other professional adviser.

7.6 Personal Information and Privacy Act

Eligible Shareholders have already provided certain personal information to Elysium and its share registry. If Eligible Shareholders apply for New Shares, Elysium and its share registry may update that personal information or collect new information. Such information will be used to assess the Application, service your needs as an Elysium shareholder, provide facilities and services that you request and carry out appropriate administration.

Your personal information may be used and disclosed to persons inspecting the registers, regulatory bodies, print service providers, mail houses retained for Company purposes and Elysium’s share registry.

If you do not provide the information requested in the Entitlement and Acceptance Form, Elysium may not be able to process the Application or administer your holding of Shares appropriately.

Under the Privacy Act 1998 (Cth), you may access, correct and update personal information held by, or on behalf of Elysium or its share registry by contacting Elysium as follows:

Elysium Resources Limited Attention: Company Secretary Suite 706, 3 Spring Street SYDNEY NSW 2000 Telephone: +612 9247 7744 Email: [email protected]

8. GLOSSARY

In this Prospectus the following terms have the meanings ascribed to them below, unless the context otherwise requires.

TERM	EXPLANATION
ASX Settlement	ASX Settlement PtyLtd
Applicant(s)	Person(s)who submit an Application
Application	A valid application made to subscribe for a specified number of New Shares,New Option and Shortfall Securitiespursuant to this Prospectus
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange limited
Board	The board of Directors at Elysium Resources Limited
Closing Date	The date the Offer closes, being 5.00pm (Sydney time) on 23rdJuly 2015 unless extended bythe Company
Company	Elysium Resources Limited(ACN 115 593 005)
Corporations Act	Corporations Act 2001(Cth)
Directors	The directors of Elysium Resources Limited
Eligible Shareholder	A Shareholder entitled to participate in the Offer as described in Section 2.4
Elysium	Elysium Resources Limited ACN 115 593 005
Entitlement	The entitlement of a Shareholder toparticipate in the Offer
Entitlement and Acceptance Form	The form accompanying this Prospectus (for Eligible Shareholders only)
ExistingShares	Means Shares on issue as at the date of this Prospectus
International Shareholder	A holder of Shares having a registered address outside Australia, New Zealand or Singapore
Issue	The issue of New Shares and New Options in accordance with this Prospectus
JORC Reserves	Reserves determined in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition)
ListingRules	The official listingrules of the ASX
Lloyds Copper Mine	Means the historical Lloyds Mine near the township of Burraga in New South Wales,comprisingEL 6463
New Shares	Shares issued under this Prospectus
New Options	Options issued under this Prospectus, having an exercise price of $0.003 and an expirydate of 30 September 2016
Offer	The Offer in accordance with this Prospectus, further details of which are set out in Section 2.1 of this Prospectus
OfficialQuotation	Has the meaning given to the term ‘quotation’ in the ListingRules
Ore Reserve	The economically mineable part of a Mineral Resource, determined after consideration of mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors, as defined more particularlyin Item 28 of the JORC Code.
Projects	Specific mineral exploration interests within the Company’sportfolio
Prospectus	This Prospectus dated 26thJune 2015
Record Date	2ndJuly2015

Shareholders	The shareholders of the Company
Shares	Ordinaryshares in the capital of the Company
Share Registry	Computershare Investor Services PtyLtd(ACN 078 279 277)
Shortfall Securities	New Shares and New Options offered for issue under this Prospectus which are not applied for by an Eligible Shareholder as part of their Entitlement
Tenement	An authority granted by a State Government giving the holder the right to explore (“Exploration Licence” or “Exploration Permit”) or mine (“MiningLease”)within a defined area of land

9. Directors Authorisation

The Directors of Elysium Resources Limited have authorised the issue of this Prospectus on behalf of Elysium Resources Limited.

This Prospectus has been signed by a Director for and on behalf of the Directors, in accordance with section 351 of the Corporations Act.

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Max Carling - Director

10. CORPORATE DIRECTORY

Directors

Michael Tilley - Chairman Maxim Carling – Executive Director Neb Zurkic – Executive Director - Technical Dean Pontin - Director

Company Secretary

Mark Ohlsson

Registered Office and Principal Address

Suite 706 3 Spring Street SYDNEY NSW 2000

Telephone & Email

+612 9247 7744 [email protected]

Share Registry

Computershare Investor Services Pty. Ltd.* GPO Box 1903 Adelaide SA 5001 Tel.: 1300 556 161 Email: [email protected]

ASX Code: EYM

Website

www.elysiumresources.com.au

*This entity has not been involved in the preparation of this Prospectus and has consented to being named in this Prospectus. Its name is included for information purposes only.