Elemental Minerals : ELM - Notice of General Meeting Proxy Form

Notice of General Meeting Jan 2016

ELEMENTAL MINERALS LIMITED ABN 31 108 066 422

Notice of General Meeting Proxy Form and Explanatory Statement

Date of Meeting

23 February 2016

Time of Meeting

10.00 am (AWST)

Place of Meeting

Level 3, 88 William Street, Perth 6000, Western Australia

This Notice of General Meeting and Explanatory Statement should be read in its entirety.

If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Notice of General Meeting

NOTICE IS GIVEN THAT A GENERAL MEETING OF SHAREHOLDERS WILL BE HELD AT LEVEL 3, 88 WILLIAM STREET, PERTH, WESTERN AUSTRALIA ON 23 FEBRUARY 2016, AT 10.00 AM (AWST).

AGENDA

The Explanatory Statement accompanying this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

1. Resolution 1 - Approval for the grant of 13,000,000 Performance Rights to Mr David Hathorn

   
   

   To consider and if thought fit, to pass, with or without amendment, the following Resolution as an

   ordinary resolution:-

   
   

   "That for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of 13,000,000 Performance Rights to David Hathorn, a Director, under the Elemental Minerals Limited Performance Rights Plan on the terms and conditions contained in the Explanatory Notes to this Notice of Meeting."

   
   

2. Resolution 2 - Approval for the grant of 8,500,000 Performance Rights to Mr Sean Bennett

   
   

   To consider and if thought fit, to pass, with or without amendment, the following Resolution as an

   ordinary resolution:-

   
   

   "That for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of 8,500,000 Performance Rights to Sean Bennett, a Director, under the Elemental Minerals Limited Performance Rights Plan on the terms and conditions contained in the Explanatory Notes to this Notice of Meeting."

   
   

3. Resolution 3 - Ratification of previous share issue

To consider and if thought fit, to pass, with or without amendment, the following Resolution as an

ordinary resolution:-

"That, for the purposes of Listing Rule 7.4 and for all other purposes, the 15% placement capacity of the Company be refreshed by the approval of the previous issue of 24,925,000 Shares at an issue price of $0.20 on 13 July 2015, on the terms set out in the Explanatory Statement."

VOTING EXCLUSION STATEMENTS

The Company will disregard any votes on the respective Resolutions cast by or on behalf of the following persons:

Resolution	Persons excluded from voting
Resolutions 1 and 2 - Approval of grant of Performance Rights	A director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their associates. The Company will also disregard any votes cast on Resolutions 1 and 2 by a Member of the Key Management Personnel or their Closely Related Parties as proxy for another person where the proxy form does not specify how the proxy is to vote, with the exception that votes cast by the Chairman as proxy appointed in writing, in accordance with a direction on the proxy form to vote as the proxy decides will not be excluded. However, the Company need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
Resolution 3 - Ratification of previous share issue	The Company will disregard any votes cast on Resolution 3 by those persons who participated in the issue of Shares and their associates. However, the Company need not disregard a vote if: It is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form; or It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

ENTITLEMENT TO ATTEND AND VOTE

You will be entitled to attend and vote at the General Meeting if you are registered as a Shareholder of the Company as at 4 p.m. (AWST) on 19 February 2016. This is because, in accordance with the Corporations Regulations 2001 (Cth), the Board has determined that the Shares on issue at that time will be taken, for the purposes of the General Meeting, to be held by the persons who held them at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

HOW TO VOTE

Voting in person

Shareholders who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting if possible, so that their holding may be checked against the Company's Shareholder register and attendances recorded.

Corporate representatives

A body corporate, which is a Shareholder or which has been appointed as a proxy, may appoint an individual to act as its corporate representative at the meeting in accordance with section 250D of the Corporations Act. The appropriate appointment document must be produced prior to admission. A form of the certificate can be obtained from the Company's registered office.

Voting by proxy

A Shareholder who is entitled to attend and cast a vote at the meeting may appoint a proxy. A proxy need not be a Shareholder and may be an individual or body corporate. If a body corporate is appointed as a proxy it must appoint a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the meeting (see above).

A Shareholder who is entitled to cast two or more votes may appoint two proxies to attend the meeting and vote on their behalf and may specify the proportion or a number of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions). If you wish to appoint a second proxy, you may copy the enclosed proxy form or obtain a form from the Company's registered office.

To be effective for the scheduled meeting a proxy appointment (and any power of attorney or other authority under which it is signed or otherwise authenticated, or a certified copy of that authority) must be received at an address or fax number below no later than 10 a.m. on 21 February 2016, being 48 hours before the time of the meeting, any proxy appointment received after that time will not be valid for the scheduled meeting.

In person

Level 3,

88 William Street, Perth, Western Australia 6000

By email [e-mail] By mail

GPO Box 2570,

Perth, Western Australia 6001

By fax

[phone]

For further information concerning the appointment of proxies and the ways in which proxy appointments may be submitted, please refer to the enclosed proxy form.

Voting by attorney

A Shareholder may appoint an attorney to attend and vote on their behalf. For an appointment to be effective for the meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at one of the addresses listed above for the receipt of proxy appointments at least 48 hours prior to the commencement of the meeting.

Chairman as proxy

If you appoint a proxy, the Company encourages you to consider directing them how to vote by marking the appropriate box on each of the proposed Resolutions.

If a Shareholder entitled to vote on a Resolution appoints the Chairman of the meeting as their proxy (or the Chairman becomes their proxy by default) and the Shareholder does not direct the Chairman how to vote on the Resolution the Chairman intends to vote in favour of the Resolution, as proxy for that Shareholder on a poll; and

If you do not want to put the Chairman of the meeting in the position to cast your votes in favour of any of the proposed Resolutions, you should complete the appropriate box on the proxy form, directing your proxy to vote against, or to abstain from voting, on the resolution.

BY ORDER OF THE BOARD

Leonard Math

Director & Joint Company Secretary Dated 20 January 2016