Elemental Minerals : ELM - NOM, Proxy Form & Explanatory Statement

Date of Meeting

20 October 2016

Time of Meeting

4.00pm (AWST)

Place of Meeting

Indaba Hotel

William Nicol Drive & Pieter Wenning Road, Fourways Johannesburg,

South Africa

This Notice of Extraordinary 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.

This page has been left blank intentionally.

NOTICE IS HEREBY GIVEN THAT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ELEMENTAL MINERALS LIMITED ABN 31 108 066 422 ("ELEMENTAL"/THE "COMPANY") WILL BE HELD AT INDABA HOTEL, WILLIAM NICOL DRIVE & PIETER WENNING ROAD, FOURWAYS JOHANNESBURG, SOUTH AFRICA ON 20 OCTOBER 2016, AT 4.00 PM (AWST).

An Explanatory Statement containing information in relation to each of the following Resolutions accompanies this Notice of Extraordinary General Meeting.

Resolution 1 - Approval for the issue of Shares and Options to the Investors

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

Ordinary Resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of Shares and 50,000,000 Options to the Investors on the terms and conditions contained in the Explanatory Statement to this Notice of Meeting."

Resolution 2 - Approval for the issue of Shares and Options to 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 Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the Company to issue Shares and up to 2,000,000 Options to David Hathorn or his nominee on the terms set out in the Explanatory Memorandum."

Resolution 3 - Approval for the issue of Shares and Options to 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 Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the Company to issue Shares and up to 100,000 Options to Sean Bennett or his nominee on the terms set out in the Explanatory Memorandum."

Resolution 4 - Change of Company Name

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

Special Resolution:

"That, for the purposes of section 157(1)(a) of the Corporations Act 2001 and for all other purposes, approval is given for the name of the Company to be changed to Kore Potash Limited"

BY ORDER OF THE BOARD

LEONARD MATH

Director & Joint Company Secretary

Dated 19 September 2016

VOTING EXCLUSIONS

Resolution 1

The Company will disregard any votes on Resolution 1 by any person who may participate in the proposed issues and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares and any associate of that person.

Resolution 2

The Company will disregard any votes on Resolution 2 by David Hathorn and his associates.

Resolution 3

The Company will disregard any votes on Resolution 3 by Sean Bennett and his associates. However, the Company need not disregard a vote if:

1. 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

2. 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 Meeting if you are registered as a Shareholder of the Company as at 4.00PM (AWST) on Tuesday, 18 October 2016. This is because, in accordance with the Corporations Regulations 2001 (Cth), the Board of Directors has determined that the Shares on issue at that time will be taken, for the purposes of the 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 register of members and attendances recorded.

For those Shareholders who are unable to physically attend the venue, a teleconference and/or a live video webcast will be available on 20 October 2016 at 4.00pm (AWST). The Company will announce the details of the teleconference and/or the live video webcast to the ASX on a date closer to the Meeting.

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