PATERSON RESOURCES LTD — M&A Activity 2013

Aug 29, 2013

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ASX ANNOUNCEMENT FOR IMMEDIATE RELEASE

30[th] August 2013

ELYSIUM RESOURCES LIMITED TAKEOVER BID FOR BURRAGA COPPER LIMITED

Elysium Resources Limited (“Elysium”) (ASX:EYM) is pleased to announce that, following negotiations between Elysium and Burraga Copper Limited (“Burraga”), Elysium intends to make an off-market takeover bid under Chapters 6 to 6C of the Corporations Act 2001 (Cth) (“Corporations Act”) for:

(a) all of the i ssued ordinary fully paid shares in Burraga (“Share Offer”); and (b) all of the options in Burraga (“Option Offer”)

(collectively, the “Offers”) subject to the conditions outlined below.

Each Burraga director has informed Elysium that he will, if Elysium makes the Offers, accept and procure the acceptance of the Offers in respect of any shares or options that he or his associates own or control in the absence of a superior proposal.

As each Burraga director is a substantial shareholder in Elysium, the directors of Burraga will not make any recommendation in respect of the Offers.

Burraga is an unlisted Australian public company that owns three contiguous exploration licences totalling 183 sq kms in the Lachlan Fold Belt of New South Wales. The exploration licences include the historic Lloyds Copper Mine, the Hackneys Creek gold deposit and the Lucky Draw gold mine all of which produced copper and gold. Burraga’s JORC Resources currently stand at 3.2Mt @ 0.5% copper and 2.7Mt @ 1.6gpt gold. Refer to www.burragacopper.com.au .

The Offers represent part of a comprehensive process undertaken by the Elysium Board to identify other gold and copper tenements and projects in Australia and Indonesia.

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Elysium Resources Limited

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

The key points of the Offers are summarised below. Full details of the Offers will be set out in the bidder’s statement, which is expected to be lodged with ASIC and ASX and sent to Burraga shareholders in September 2013.

KEY POINTS OF THE OFFERS

• Under the Share Offer, Burraga shareholders will receive six and a half fully paid ordinary Elysium shares for each issued and fully paid Burraga share held.

• Under the Option Offer, Burraga option holders will receive one Elysium share for each Burraga option.

• The Offers value 100% of Burraga at approximately $7,350,000, based on the closing price of Elysium shares on 29 August 2013[ 1] .

• If the Offers are successfully completed, Burraga shareholders and option holders will together hold approximately 78% of the combined entity.

• The Offers will be subject to the conditions set out in Annexure A.

• Where the determination of the entitlement of any Burraga shareholders or option holders to participate in the Offers results in a fraction, such fraction will be rounded down to the nearest whole number.

• The Offers will extend to Burraga shares and options issued during the period from the date set by Elysium under section 633(2) of the Corporations Act.

• The Option Offer and Share Offer will each remain open for a period of 1 month (unless withdrawn during that period under section 652B of the Corporations Act) (“Offers Period”).

Elysium will use all reasonable endeavours to ensure that any required shareholder approval is obtained and all other conditions set out in Annexure A are satisfied as soon as possible after the date of this announcement and intends to consult with Burraga as necessary for these purposes.

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1 The closing price of Elysium shares on 29 August 2013 was $0.013.

Elysium intends to:

• (a) call and convene a general meeting for the purposes of obtaining any shareholder approvals required by the ASX Listing Rules or Corporations Act in or around September 2013; and

• (b) apply for and do all things necessary to obtain all required regulatory approvals as soon as practicable after the date of this announcement.

For further information please contact:

Elysium Resources Limited Burraga Copper Limited Mark Ohlsson Michael Beith Company Secretary Chief Financial Officer 0400 801 814 02 9252 4450 Email: markohlsson@elysiumresources.com.au Email: michaelbeith@burragacopper.com.au

For and on behalf of the Board of Directors

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Mark Ohlsson, Company Secretary, Elysium Resources Limited

The information in this announcement that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore reserves is based on information reviewed or compiled by Neb Zurkic BAppSc(Geol), MSc(Min & Energy Economics), a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy and a Registered Professional Geoscientist with the Australian Institute of Geoscientists. Mr. Zurkic is employed by Zurkic Mining Consultants Pty Ltd. Mr. Zurkic has sufficient experience that is relevant to the styles of mineralisation and types of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. Mr. Zurkic consents to the inclusion in this announcement of the matters based on his information in the form and context in which it appears. Zurkic Mining Consultants Pty Ltd, which is owned and controlled by Mr. Zurkic, owns shares in Elysium Resources Limited and shares and options in Burraga Copper Limited and provides consulting services as required to both companies.

ANNEXURE A – CONDITIONS OF THE OFFERS

SHARE OFFER

The Share Offer and any contract that results from acceptance of the Share Offer is subject to the fulfillment of the following conditions:

Minimum Acceptance

During or before the end of the Offers period, Elysium has a relevant interest in at least 90% (by number) of Burraga shares.

Shareholder Approval

Elysium shareholders’ approval is obtained in relation to the Offers (or any part of them) for any purposes required by the ASX Listing Rules or the Corporations Act.

Regulatory Approvals

All required regulatory approvals in relation to the Offers are obtained.

Superior Proposal

During or before the end of the Offers period, Elysium does not receive a proposal in respect of Elysium which an independent expert determines to be superior to Share Offer for the Elysium shareholders.

No Material Adverse Change occurs

During, or at the end of, the Offers period, no Material Adverse Change occurs being any event, change, matter, thing or condition (which individually or when aggregated with all such events, changes, matters, things or conditions) which has occurred since the date of this announcement of the intended Offers and which had, or could reasonably be expected to have (whether now or in the future), a material adverse effect on the assets, liabilities, financial or trading position, profitability or prospects of Burraga and or its subsidiaries (“Burraga Group”) (taken as a whole) or which has had or is likely to have the result that Burraga is unable to carry on its business in substantially the same manner as it is currently carried on, other than:

• (a) an event, occurrence or matter which the parties agree in writing is not a Material Adverse Change;

• (b) an event, occurrence or matter that was fully and fairly disclosed in and otherwise apparent or reasonably ascertainable by Elysium from any information disclosed in writing by Burraga to Elysium following the date of this announcement of the Offers concerning any member of the Burraga Group and or their activities;

• (c) as a result of the release of this announcement of the intended Offers;

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• (d) any change (excluding changes to taxation laws or policies) in accounting standards, law, regulation or policy;

• (e) any event, occurrence or matter affecting the gold or copper mining industry in Australia generally;

• (f) general economic, financial, currency exchange, securities or commodity market conditions;

• (g) any outbreak or escalation of hostilities or armed conflict;

• (h) any change in the market price of Elysium fully paid ordinary shares; or

• (i) an event, occurrence or matter that effects Elysium in a substantially consistent and proportionate manner.

No Prescribed Occurrence occurs

During, or at the end of, the Offers period, no Prescribed Occurrence occurs being the occurrence of any of the following events:

• (a) Burraga or any of its subsidiaries converts all or any of its securities into a larger or smaller number of securities;

• (b) Burraga or any of its subsidiaries resolves to reduce its share capital in any way or reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares;

• (c) Burraga or any of its subsidiaries:

• (i) enters into a buy-back agreement; or

• (ii) resolves to approve the terms of a buy-back agreement under section 257C(1) or section 257D(1) of the Corporations Act 2001 (Cth);

• (d) Burraga or any of its subsidiaries issues securities, or grants an option over its shares, or agrees to make such an issue or grant such an option;

• (e) Burraga or any of its subsidiaries issues, or agrees to issue, convertible notes or any other security convertible into shares;

• (f) Burraga or any of its subsidiaries agrees to pay, declares or pays a dividend or any other form of distribution of profit or capital, other than the declaration and payment by any subsidiary of Burraga of a dividend where the recipient of that dividend is Burraga or a wholly-owned subsidiary of Burraga;

• (g) Burraga or any of its subsidiaries makes any change to its constitution;

• (h) Burraga or any of its subsidiaries acquires or agrees to acquire any assets, properties or businesses, or incurs, agrees to incur or enters into a commitment or a series of commitments involving capital expenditure by the Burraga Group, whether in one or more transactions, where the amounts or value involved in such transaction, transactions, commitments or series of commitments exceeds $250,000 in aggregate;

• (i) Burraga or any of its subsidiaries disposes of, or agrees to dispose of the whole, or a substantial part, of its business or property;

• (j) Burraga or any of its subsidiaries grants, or agrees to grant, any security interest, mortgage, charge, lien or other encumbrance over the whole or any part of, its business or property;

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• (k) Burraga or any of its subsidiaries incurs any financial indebtedness other than in the ordinary course of business;

• (l) Burraga or any of its subsidiaries makes any loans, advances or capital contributions to, or investments in, any other person other than to or in Burraga or any wholly-owned subsidiary of Burraga in the ordinary course of business;

• (m) Burraga or any of its subsidiaries resolves that it be wound up or an application or order is made for the winding up or dissolution of Burraga or any of its subsidiaries;

• (n) a liquidator or provisional liquidator of Burraga or any of its subsidiaries is appointed;

• (o) a court makes an order for the winding up of Burraga or any of its subsidiaries;

• (p) an administrator of Burraga or of any of its subsidiaries is appointed under sections 436A, 436B or 436C of the Corporations Act 2001 (Cth);

• (q) Burraga or any of its subsidiaries ceases, or threatens to cease, to carry on its business;

• (r) Burraga or any of its subsidiaries executes a deed of company arrangement;

• (s) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Burraga or any of its subsidiaries;

• (t) Burraga or any of its subsidiaries is deregistered as a company or otherwise dissolved;

• (u) Burraga or any of its subsidiaries is or becomes unable to pay its debts when they fall due; or

• (v) the trustee of any trust in which Burraga or any of its subsidiaries has an interest of more than 50% and which would, if it were a company, be a subsidiary of Burraga undertaking an action in respect of that trust if the corresponding action, in the case of Burraga and its subsidiaries, would (mutatis mutandis) constitute a Prescribed Occurrence.

OPTION OFFER

The Option Offer and any contract that results from acceptance of the Option Offer is subject to the fulfillment of the following conditions:

Option Offer Minimum Acceptance

At or before the end of the Offers period, Elysium has a relevant interest in more than 90% (by number) of Burraga options.

Share Offer Unconditional

At or before the end of the Offers period, the Share Offer is or has been declared unconditional in all respects.

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