ELEMENTAL MINERALS LIMITED

ABN 31 108 066 422

Notice of General Meeting

Proxy Form

and Explanatory Statement

Date of Meeting

11 March 2015

Time of Meeting

10.00 am (AWST)

Place of Meeting

The CWA House, 1176 Hay Street, West Perth 6005, 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.

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Notice of General Meeting

NOTICE IS GIVEN THAT A GENERAL MEETING OF SHAREHOLDERS WILL BE HELD AT THE CWA HOUSE,

1176 HAY STREET, WEST PERTH, WESTERN AUSTRALIA ON 11 MARCH 2015, 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 of the Elemental Minerals Limited Performance Rights Plan

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

ordinary resolution:

That, for the purpose of ASX Listing Rule 7.2 Exception 9(b) and for all other purposes, Shareholders approve the Performance Rights Plan for employees and Directors of the Company known as the "Elemental Minerals Limited Performance Rights Plan", a summary of which is set out in the Explanatory Statement accompanying this Notice of General Meeting.

2. Resolution 2 - Approval for the grant of 4,500,000 Performance Rights to Mr Thomas Borman

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 4,500,000 Performance Rights to Thomas Borman, 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 - Approval for the grant of 3,000,000 Performance Rights to Mr Michael Golding

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 3,000,000 Performance Rights to Michael Golding, 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."

4. Resolution 4 - Approval for the grant of 3,000,000 Performance Rights to Mr John Sanders

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 3,000,000 Performance Rights to John Sanders, Managing Director of the Company, under the Elemental Minerals Limited Performance Rights Plan on the terms and conditions contained in the Explanatory Notes to this Notice of Meeting."

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5. Resolution 5 - Approval of Potential Termination Benefits Under the Elemental Performance Rights Plan

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

ordinary resolution:

"That, for the purposes of Sections 200B and 200E of the Corporations Act, ASX Listing Rule 10.19 and for all other purposes, Shareholders approve the giving of benefits under the Elemental Performance Rights Plan, to a person by the Company in connection with that person ceasing to hold a managerial or executive office in the Company (or any of its related bodies corporate), for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting."

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

Resolution 1 - Approval of Performance

Rights Plan

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.

Resolutions 2, 3 and 4 - 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.

Resolution 5 - Approval of Potential

Termination Benefits

A person receiving a benefit under Resolution 5 and an officer of the Company or any of its child entities who is entitled to participate in a termination benefit.
However, the Company need not disregard a vote by the persons excluded from voting on Resolutions 1-5 if:

 it is cast by a person as a 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.

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 5 p.m. (AWST) on 9 March 2015. 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.

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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 9 March 2015, 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

14 Emerald Terrace,
West Perth, Western Australia 6005, By email [email protected]

By mail

PO Box 389,
West Perth, Western Australia 6872

By fax

(08) 9322 7211
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 5 February 2015

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting of the Company to be held on 11 March 2015 at 10.00 am (Perth time).
The Directors recommend Shareholders read this Explanatory Statement and the Notice of Meeting in full before making any decision in relation to the Resolutions. Terms used in this Explanatory Statement will, unless the context otherwise requires, have the meaning given to them in the glossary contained in this Explanatory Statement.

Resolution 1 - Approval of the Elemental Minerals Limited Performance Rights Plan

Background

The Directors adopted the Elemental Minerals Limited Performance Plan on 19 December 2014 (Plan). They considered that it was desirable to establish an employee incentive plan pursuant to which Eligible Persons may be offered the opportunity to be granted performance rights (Performance Rights) to acquire Shares in the Company. The Plan is aimed at creating a stronger link between employee performance and reward and increasing shareholder value by enabling Eligible Persons to have a greater involvement with, and share in the future growth and profitability of the Company.
The purpose of the Plan is to:
(a) reinforce a performance focused culture by providing a long term performance based element to the total remuneration packages of Eligible Persons;
(b) align and link the interests of the Company's leadership team and Shareholders;
(c) encourage teamwork and co-operation among the members of the leadership team; and
(d) attract and retain key talent with the requisite capability.
The Plan forms part of the Company's remuneration policy and provides the Company with a mechanism for driving long term performance for Shareholders and retention of key talent. It is targeted at Elemental's Directors and senior management, as determined by the Board from time to time, whose responsibilities provide them with the opportunity to significantly influence long term Shareholder value.
While Shareholder approval of the Plan is not required, the Company seeks to comply with the ASX Corporate Governance Council's Principles and Recommendations. Further, approval is sought under ASX Listing Rule 7.2 (Exception 9(b)) which provides an exemption from the ASX Listing Rule 7.1 15% annual limit on securities issued under an employee share incentive scheme provided, within three years before the date of issue, shareholders have approved the issue of securities under the Plan. In the absence of such approval, the issue can still occur but is counted as part of the ASX Listing Rule 7.1 15% limit which would otherwise apply during a 12 month period.

Summary of the Plan Rules

The Plan is administered by the Board in accordance with the Plan rules and the Plan operates as follows:-
(a) Plan Administration
The Board may administer the Plan in accordance with the Plan rules and otherwise as it determines from time to time in its absolute discretion. The Board may delegate their powers under the Plan.
(b) Eligibility
Persons eligible to participate in the Plan are full time or part time employees or executive or non executive directors of the Company or a Related Body Corporate of the Company. There are currently approximately 14
Eligible Persons who may participate in the Plan.
The Board may, from time to time in its absolute discretion, issue or cause to be issued, offers on behalf of the Company to Eligible Persons. No issues of securities under the Plan may be made to Directors unless Shareholders have approved the issue at a general meeting.
(c) Performance Rights
The Board may invite Eligible executives to participate in the Plan and be issued Performance Rights that upon vesting entitle the holder to subscribe for Shares in respect of the vested Performance Rights.
A Performance Right does not confer on a participant the right to participate in new issues of Shares by the
Company, including by way of bonus issue, rights issue or otherwise.
Performance Rights will not give any right to participate in dividends or any voting rights until Shares are issued or transferred to a Participant pursuant to the exercise of vested Performance Rights.

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(d) Grant of Performance Rights
A participant will not pay anything for the grant of Performance Rights.
None of the Performance Rights will be listed for quotation on any stock exchange. (e) Performance Conditions
The performance conditions applicable to any performance period relating to Performance Rights shall be determined by the Board in its absolute discretion from time to time.
In determining the Performance Conditions applicable to a Performance Right the Board may have regard to the Company's Remuneration Policy.
(f) Operation of the Plan
Offers to Eligible Persons will be in such form as the Board determines from time to time and will include relevant information including the number of Performance Rights which are capable of vesting if performance conditions are met, performance conditions, performance period, measurement date(s), expiry date etc.
Participation in the Plan requires the completed Application Form to be returned within the time period specified.
Eligible persons may nominate a nominee to be granted all the Performance Rights as specified in the Offer by notice in writing to the Board for the Board's approval. The Board has discretion to disallow that nominee, without providing a reason.
(g) Vesting of Performance Rights
A Performance Right will vest:-
(i) following determination by the Board whether and to what extent the performance conditions applicable to the measurement date have been satisfied;
(ii) if the Eligible Person retires, dies, becomes totally and permanently disabled or is made redundant, unless otherwise determined by the Board; or
(iii) a change of control event occurs. (h) Capital Events
If there are certain variations of the share capital of the Company including a capitalisation or rights issue, sub- division, consolidation or reduction of share capital, a demerger or other distribution in specie, the Board may make such adjustments as it considers appropriate.
(i) Change of Control
In the event that there is a Change of Control Event then:
(i) If it occurs as a direct consequence of a decision of the Board to procure or seek a change of control of the Company, the participant will be entitled within 60 days of the happening of such Change of Control Event to call on the Company (which call the Company will be obliged to meet) either, at the Company's election:
(A) Issue the participant with Shares in respect of those Performance Rights that have not already vested or expired as at the date of the Change of Control Event in the same number as the participant would have been entitled to had the participant met the performance condition applicable to those Performance Rights; or
(B) pay to the participant a sum equal to the market value of the Shares that the participant would have received had the participant met the performance conditions applicable to the Performance Rights, referred to (A) above, which market value shall be assessed by reference to the higher of the 30 day daily closing price trading average of the Company's Shares immediately preceding the occurrence of the Change of Control Event and the consideration payable per Share under the Change of Control Event.
(ii) In any other case, where the Change of Control Event leads to the participant's employment being terminated or the participant's resignation from their current position, the participant will be entitled within 60 days of such Change of Control Event to call on the Company (which call the Company will be obliged to meet) either, at the Company's election:
(A) issue the participant with Shares in respect of the next tranche of the Performance Rights that have not already vested or expired as at the date of the Change of Control Event as the participant would have been entitled to if the participant had met the

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performance condition applicable to that next unvested tranche of the Performance
Rights; or
(B) pay to the participant a sum equal to the market value of the Shares that the participant would have received had the holder met the performance conditions applicable to the Performance Rights referred to in (A) above, which market value shall be assessed by reference to the higher of the 30 day daily closing price trading average of the Company's Shares immediately preceding the occurrence of the Change of Control Event and the consideration payable per Share under the Change of Control Event.

Information requirements under ASX Listing Rule 7.2(b)

As at the date of this Notice of Meeting, the Company has not issued any Performance Rights under the Plan. Resolutions 2-4 below seek Shareholder approval for the issue of Performance Rights to Directors.
The full terms and conditions of the Plan may be obtained free of charge by contacting the Company.

Resolutions 2 to 4 - Approval of Issue of Performance Rights

Background

Resolutions 2 to 4 seek Shareholder approval for the issue of Performance Rights to Non Executive Director, Thomas Borman (4.5 million), Non Executive Director, Michael Golding (3 million) and Managing Director, John Sanders (3 million) as announced to the ASX on 5 November 2014.
In determining each Director's remuneration package, including the proposed issue of Performance Rights under the Plan, the Board considered and will continue to consider the scope of the role of each Director, the business challenges facing the Company and market practice for the remuneration of officers in positions of similar responsibility.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the company unless either:

 the giving of the financial benefit falls within one of the exceptions to the provision; or

 prior shareholder approval is obtained to the giving of the financial benefit.

Related party is widely defined under the Corporations Act, and includes directors of a company.
Financial benefit is defined broadly and includes benefits from the public company's subsidiaries. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit. The Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate.
Thomas Borman, Michael Golding and John Sanders are Directors, and therefore related parties of the Company, and the issue of the securities to them or their nominees constitutes the provision of a financial benefit for the purposes of Chapter 2E of the Corporations Act.
Shareholder approval is therefore being sought pursuant to Chapter 2E of the Corporations Act and Listing Rule 10.14. The Performance Rights will be issued subject to the Plan Rules which are summarised above. The Performance
Rights proposed to be issued under Resolutions 2-4 have been classified as Class A, Class B and Class C Performance
Rights and each class' vesting conditions is as follows:-

Class A Performance Rights

Performance Rights will vest as one Share for each Performance Right subject to the satisfaction of the following performance criteria within 24 months from the date of issue:-

 the Company's market capitalisation averaging over a period of 30 consecutive days of trading a daily average of not less than $80 million; and

 completing 12 months of continuous service with the Company.

Class B Performance Rights

Performance Rights will vest as one Share for each Performance Right subject to the satisfaction of the following performance criteria within 36 months from the date of issue:

 the Company's market capitalisation averaging over a period of 30 consecutive days of trading a daily average

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of not less than $100 million; and

 completing 24 months of continuous service with the Company.

Class C Performance Rights

Performance Rights will vest as one Share for each Performance Right subject to the satisfaction of the following performance criteria within 48 months from the date of issue:

 the Company's market capitalisation averaging over a period of 30 consecutive days of trading a daily average of not less than $120 million; and

 completing 36 months of continuous service with the Company.

Resolution 2 - Approval of Issue of Performance Rights to Thomas Borman

Mr Thomas Borman was appointed to the Board on 5 November 2014. In addition to his salary of US$75,000 p.a. the
Board agreed to grant Mr Borman the following Performance Rights, subject to Shareholder approval:- (a) 1.5 million Class A Performance Rights;
(b) 1.5 million Class B Performance Rights; and
(c) 1.5 million Class C Performance Rights.
For the purposes of section 219 of the Corporations Act and ASIC Regulatory Guide 76, the following information is provided to Shareholders to enable them to assess the merits of the resolution:
(a) The related party to whom Resolution 2 would permit the benefit to be given: Thomas Borman, a Non Executive Director
(b) The nature of the financial benefit:
The proposed financial benefits to be given are the issue of 4.5 million Performance Rights to Thomas Borman the terms of which are set out in this Explanatory Memorandum.
(c) Reasons for giving the benefit
The Board independent of Mr Borman have determined that the issue of 4.5 million Performance Rights to Mr Borman recognises the skills and value that Mr Borman will bring to the Company based on his past and current experience and his contact base. In addition to the normal day to day functions associated with the Chairman's role, he will be providing the Company up to 30% of his time, in order to ensure that the Company is provided with the guidance and input required to progress the definitive feasibility study for the Sintoukola Potash Project.
(c) Thomas Borman's existing relevant interest
Thomas Borman currently holds 2,000,000 Shares (equal to approximately 0.52% of the Company's issued share capital).
(d) Total remuneration package
As a Non Executive Director, Thomas Borman is paid a remuneration package of USD$75,000 including superannuation per annum. This package does not include any security based incentive component.
(e) Dilution
The Company's issued share capital will not change as a result of the issue of 4.5 million Performance Rights to
Thomas Borman.
(f) Valuation of the financial benefit to be given
The Company has obtained a valuation of the Performance Rights, which is set out in Schedule 1 to this
Explanatory Memorandum. (g) Other Information
The Directors are not aware of any other information that is reasonably required by Shareholders to allow them to make a decision on whether it is in the best interests of the Company to pass the Resolution.
In compliance with the information requirements of ASX Listing Rule 10.15, Shareholders are advised of the following information:
(a) Nature of relationship between allottee and the Company
The Performance Rights are proposed to be issued to Mr Thomas Borman. Mr Borman is a Non Executive

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Director of the Company and, as such, is a related party of the Company. (b) Details of the maximum number of securities that may be issued
The maximum number of securities that may be acquired by Mr Borman under Resolution 2 is 4.5 million. A further 6 million securities may be acquired by Messrs Michael Golding and John Sanders under Resolutions 3 and 4.
(c) Issue price
There is no issue price for the 4.5 million Performance Rights. (d) Previous issues under the Plan
At the date of this Notice of Meeting no Performance Rights have been granted to Mr Borman or any other
Eligible Persons.
(e) Eligible participants under the Plan
Persons eligible to participate in the Plan are full time or part-time employees or executive or non executive directors of the Company or a Related Body Corporate of the Company, being Messrs Thomas Borman, Michael Golding, John Sanders, Robert Samuel Middlemas and Leonard Math.
(f) Voting exclusion statement
A voting exclusion statement for Resolution 2 is included in the Notice of General Meeting preceding this
Explanatory Statement. (g) Terms of any loan
The Company will not be providing a loan in connection with Mr Borman's acquisition of Performance Rights under the Plan.
(h) Issue date
The Company will issue the Performance Rights under Resolution 2 on a date no later than 12 months after the date of this General Meeting.
(i) Valuation of the Performance Rights
The value of the Performance Rights being given to Mr Borman, and the pricing methodology is set out in
Schedule 1;

Directors' recommendation

The Board of Directors, with Mr Thomas Borman abstaining, recommend that Shareholders vote in favour of Resolution
2 as the Company will receive the benefits outlined above and the grant of Performance Rights will allow the Company to preserve cash to advance the definitive feasibility study for the Sintoukola Potash Project.

Resolution 3 - Approval of Issue of Performance Rights to Michael Golding

Mr Michael Golding was appointed to the Board on 5 November 2014. In addition to his salary of US$75,000 p.a. the
Board agreed to grant Mr Golding the following Performance Rights, subject to Shareholder approval:- (a) 1 million Class A Performance Rights;
(b) 1 million Class B Performance Rights; and
(c) 1 million Class C Performance Rights.
For the purposes of section 219 of the Corporations Act and ASIC Regulatory Guide 76, the following information is provided to Shareholders to enable them to assess the merits of the resolution:
(a) The related party to whom Resolution 3 would permit the benefit to be given: Michael Golding, a Non Executive Director
(b) The nature of the financial benefit:
The proposed financial benefits to be given are the issue of 3 million Performance Rights to Michael Golding the terms of which are set out in this Explanatory Memorandum.
(c) Reasons for giving the benefit
The Board independent of Michael Golding have determined that the issue of 3 million Performance Rights to
Mr Golding recognises the skills and value that Mr Golding will bring to the Company based on his past and

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current experience. In addition to the normal day to day functions associated with a non-executive director's role, he will be providing the Company up to 30% of his time in order to ensure that the Company is provided with the guidance and input required to progress the definitive feasibility study for the Sintoukola Potash Project.
(c) Michael Golding's existing relevant interest
Michael Golding does not hold any Shares in the Company. (d) Total remuneration package
As a Non Executive Director, Michael Golding is paid a remuneration package of USD$75,000 including superannuation per annum. This package does not include any security based incentive component.
(e) Dilution
The Company's issued share capital will not change as a result of the issue of 3 million Performance Rights to
Michael Golding.
(f) Valuation of the financial benefit to be given
The Company has obtained a valuation of the Performance Rights, which is set out in Schedule 1 to this
Explanatory Memorandum. (g) Other Information
The Directors are not aware of any other information that is reasonably required by Shareholders to allow them to make a decision on whether it is in the best interests of the Company to pass the Resolution.
In compliance with the information requirements of ASX Listing Rule 10.15, Shareholders are advised of the following information:
(a) Nature of relationship between allottee and the Company
The Performance Rights are proposed to be issued to Mr Michael Golding. Mr Golding is a Non Executive
Director of the Company and, as such, is a related party of the Company. (b) Details of the maximum number of securities that may be issued
The maximum number of securities that may be acquired by Mr Golding under Resolution 3 is 3 million. A further
7.5 million securities may be acquired by Messrs Thomas Borman and John Sanders under Resolutions 2 and
4.
(c) Issue price
There is no issue price for the 3 million Performance Rights. (d) Previous issues under the Plan
At the date of this Notice of Meeting no Performance Rights have been granted to Mr Golding or any other
Eligible Persons.
(e) Eligible participants under the Plan
Persons eligible to participate in the Plan are full time or part-time employees or executive or non executive directors of the Company or a Related Body Corporate of the Company, being Messrs Thomas Borman, Michael Golding, John Sanders, Robert Samuel Middlemas and Leonard Math.
(f) Voting exclusion statement
A voting exclusion statement for Resolution 3 is included in the Notice of General Meeting preceding this
Explanatory Statement. (g) Terms of any loan
The Company will not be providing a loan in connection with Mr Golding's acquisition of Performance Rights under the Plan.
(h) Issue date
The Company will issue the Performance Rights under Resolution 3 on a date no later than 12 months after the date of this General Meeting.
(i) Valuation of the Performance Rights
The value of the Performance Rights being given to Mr Golding, and the pricing methodology is set out in
Schedule 1.

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