PATERSON RESOURCES LTD — Capital/Financing Update 2016

Nov 2, 2016

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

ELYSIUM RESOURCES LIMITED

ABN

45 115 593 005

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

(a) Ordinary shares (b) Options

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

(a) 27,000,000 (b) 13,500,000

(a) Ordinary shares

(b) Options exercisable at 1.5 cents each expiring 19 August 2020

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Yes 5 Issue price or consideration (a) 1 cent each (b) Attaching option 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) To provide working capital 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i Yes 6b The date the security holder resolution under rule 7.1A was passed 20 August 2015 6c Number of +securities issued without security holder approval under rule 7.1 37,500,000 ordinary shares (1,500,000 post consolidation) 6d Number of +securities issued with security holder approval under rule 7.1A -

+ See chapter 19 for defined terms.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

• 6f Number of +securities issued under an exception in rule 7.2

• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
353,095,262	Fully paid ordinary shares

24,800,000 ordinary shares (992,000 post consolidation)

12,400,000 options (496,000 post consolidation) 19 th August 2016

7.1 51,340,009 (post consolidation)

7.1A 28,564,884 (post consolidation)

2 November 2016

		Number	+Class
9	+classNumberandofall	132,100,000	Options exercisable at
	+securities not quoted on ASX		1.5 cents each expiring
	+securities(includingthein		19 August 2020
	section 2 if applicable)
		680,000	Options exercisable at
			50 cents each expiring
			30 June 2017
		3,760,000	Options exercisable at
			35 cents each expiring
			30 April 2018
		41,200,000	Options exercisable at
			1.1 cents each expiring 1
			October 2020
10	Dividend policy (in the case of a		There is currently no dividend policy for the
	trust, distribution policy) on the	Company

Part 2 - Pro rata issue

increased capital (interests)

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	+securitiesRatio in which thewill be offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions

+ See chapter 19 for defined terms.

18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue
23	Fee or commission payable tothe broker to the issue
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders selltheir entitlements in full througha broker?
31	How do security holders sell part

+ See chapter 19 for defined terms.

	of their entitlements through abrokerandacceptforthebalance?
32	How do security holders disposeof their entitlements (except bysale through a broker)?
33	+Issuedate

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34	Type of +securities
	(tick one)

• (a) +Securities described in Part 1
• (b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

			Tick to indicate you are providing the information or
documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders – To be advised when issued
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories – To be advised when issued 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of +securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)
• 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................Date: ..3 November 2016...... Company secretary

Print name: ...Mark Ohlsson......................................................

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinary	1,556,197,143
securities on issue 12 months before the+issue date or date of agreement to issue	(= 62,247,885 post consolidation)
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	March 2016 – 15,000,000
	March 2016 – 109,999,999
Number of fully paid +ordinary securities•	May 2016 – 51,333,335
issued in that 12 month period with	June 2016 – 27,671,133
shareholder approval	May 2016 – 250,000,000
	August 2016 – 24,800,000
Number of partly paid +ordinary•securities that became fully paid in that12 month period	Total 478,804,467= 19,152,178 (post consolidation)
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added	September 2016 – 152,200,000 postconsolidation
•Include here (if applicable) the securitiesthe subject of the Appendix 3B to which	October 2016 – 85,000,000 postconsolidation
this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	November 2016 – 27,000,000 postconsolidation
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod
"A"	345,600,063 post consolidation

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15[Note: this value cannot be changed]
Multiply "A" by 0.15	51,840,009 (post consolidation)
Step 3: Calculate "C", the amount of placement capacity under rule 7.1that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A	August 2016 – 37,500,000 (1,500,000 postconsolidation)
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	1,500,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	51,840,009
Note: number must be same as shown inStep 2
Subtract "C"	1,500,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	50,340,009
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity iscalculated
"A"Note: number must be same as shown inStep 1 of Part 1	345,600,063 (post consolidation)
Step 2: Calculate 10% of "A"
"D"	0.10Note: this value cannot be changed
Multiply "A" by 0.10	34,560,006
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items	20 May 2016 – 124,878,048 (4,995,122 postconsolidation)28 June 2016 – 25,000,000 (1,000,000 postconsolidation)
"E"	5,995,122 (post consolidation)

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10Note: number must be same as shown inStep 2	34,560,006 (post consolidation)
Subtract "E"Note: number must be same as shown inStep 3	5,995,122 (post consolidation)
Total ["A" x 0.10] – "E"	28,564,884 (post consolidation)Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.