Elemental Minerals Enters into Agreement for a Private Placement Offering of Up to A$14 Million

/NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES/

PERTH, AUSTRALIA, Nov. 21, 2012 /CNW/ - Elemental Minerals Ltd. (ASX, TSX: ELM) ("Elemental" or "the Company") is pleased to announce further details of its private placement.

HIGHLIGHTS

• Elemental enters into placement agreement with BMO Capital Markets, Renaissance Securities (Cyprus) Limited and National Bank Financial Inc.
  
  
• Placement agreement provides for an offering of up to A$14 million at a price per new share of A$0.385

Details of the Placement

The Company announces that it has today, following a marketing period, entered into a placement agreement, on a combined non-underwritten brokered basis, with BMO Capital Markets, Renaissance Securities (Cyprus) Limited and National Bank Financial Inc. to raise up to A$14 million at a price per new share of A$0.385 from sophisticated and institutional investors. Orders have been received from investors to fully allocate the offering and the placement will utilise the Company's available 15% placement capacity to issue the new shares without shareholder approval.

The Company's largest shareholder, Pala Investments Limited ("Pala"), has also indicated that it will participate in the placement.

Settlement of the placement is scheduled to take place on 28 November 2012 and remains conditional upon receipt of completed subscription letters, customary conditions, and conditional listing approval from the Toronto Stock Exchange.

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
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[email protected]

Johannesburg Office: [phone]