Elemental Minerals Announces ~A$14 Million Share Placement and Share Purchase Plan targeting up to $A5 million

/NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES/

PERTH, Australia, Nov. 23, 2012 /CNW/ - Elemental Minerals Ltd. (ASX, TSX: ELM) ("Elemental" or "the Company") is pleased to announce results of its recently announced capital raise.

HIGHLIGHTS

• Private placement commitments received from sophisticated and institutional investors to raise ~A$14 million
• Share purchase plan targeting a further A$5 million
• Funds raised will be used to maintain appropriate levels of capital for study costs, exploration and resource definition, working capital and general corporate purposes
• Subscription levels demonstrated strong investor interest in the Company

Details of the Placement

The Company announces it has today received commitments from sophisticated and institutional investors to raise ~A$14 million.  The placement will result in the issue of ~36.5 million new fully paid ordinary shares at A$0.385 per share utilising the Company's available 15% placement capacity to issue the new shares without shareholder approval.

The placement was undertaken on a combined non-underwritten brokered basis with BMO Capital Markets, Renaissance Securities (Cyprus) Limited and National Bank Financial Inc.

The Company's largest shareholder, Pala Investments Limited, also participated in the placement.

Elemental's CEO, Iain Macpherson stated: "Elemental is pleased with the very strong support for the capital raising.  The additional working capital will strengthen the Company's balance sheet and enable it to continue to advance the development of our project while continuing to assess alternatives open to us".

Settlement of the placement is scheduled to take place on 28 November 2012 with quotation of those shares on the ASX anticipated to occur on or about 29 November 2012.

Settlement and completion of the placement is conditional upon, amongst other customary conditions, conditional listing approval from the Toronto Stock Exchange.

Share Purchase Plan

Elemental will also implement a share purchase plan ("SPP") to provide eligible qualifying shareholders with the opportunity to subscribe for up to A$15,000 each worth of new Elemental shares at the same price as the placement and without brokerage or commission.

The SPP is only available to Australian and New Zealand shareholders who are registered as shareholders as at 4:00pm Perth time on 22 November 2012.  The SPP will target to raise a maximum of A$5 million. Further details of the SPP will be announced shortly.

Use of funds and operational update

Elemental plans to use the net proceeds from the financing to maintain appropriate levels of capital for study costs, exploration and resource definition, working capital and general corporate purposes.

Timetable

Event	Date	Explanation
Placement announced	23 November 2012	Date announced to ASX and trading halt lifted
Placement shares issue date	28 November 2012	Date the shares are issued to participants in the placement
Placement shares trading date	29 November 2012	Date the placement shares commence trading

About Elemental Minerals

Elemental Minerals Limited is an advanced mining exploration and development company that aims to grow shareholder value through its 93%-owned Sintoukola Potash Project on the Republic of Congo coastline.  Elemental Minerals is dual listed on the Australian Stock Exchange and the Toronto Stock Exchange under the symbol ELM. For more information, visit www.elementalminerals.com

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such an offer would be illegal. The securities described hereunder have not been, and will not be, registered under the U.S. Securities Act of 1933 or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities described hereunder may not be offered or sold to persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933 and applicable state securities laws.

Forward-Looking Statements

This press release contains statements that are "forward-looking". Generally, the words "expect," "intend," "estimate," "will" and similar expressions identify forward-looking statements. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements, to differ materially from those expressed or implied in any of our forward-looking statements, which are not guarantees of future performance.

Statements in this press release regarding the Company, which are not historical facts, are "forward looking" statements that involve risks and uncertainties, such as to completion of the capital raising described herein including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made.

www.elementalminerals.com

 

SOURCE: Elemental Minerals Limited

Iain Macpherson
Chief Executive Officer
Tel: [phone]
[email protected]

John Sanders
Executive Director
Tel: [phone]
[email protected]

Ilja Graulich
Investor Relations Manager
Tel: [phone]
[email protected]

Johannesburg Office: [phone]