Elemental Minerals provides update on the Dingyi Offer

PERTH, Australia, March 18, 2014 /CNW/ - Elemental Minerals Ltd. (ASX, TSX: ELM) ("Elemental" or the "Company") refers to its announcement of 12 March 2014 regarding the hearing with the SEHK Listing Committee held on 11 March 2014 in relation to the review requested by Dingyi Group Investment Limited ("Dingyi") of the decision by The Stock Exchange of Hong Kong Limited ("SEHK") to classify Dingyi's off-market takeover offer for all of the fully-paid ordinary shares of Elemental ("Dingyi Offer") as a "reverse takeover" under the SEHK Listing Rules ("SEHK Decision").

Elemental has been informed that Dingyi's review of the SEHK Decision has been unsuccessful with the SEHK Listing Committee deciding to uphold the SEHK Decision.

Dingyi will shortly release its Fourth Supplementary Bidder's Statement in which it states that as a consequence of this SEHK Decision:

1. it will not be able to satisfy the Dingyi Shareholder Approval Condition set out in Section 9.5(1) of the Original Bidder's Statement because it will not be able to obtain the clearance from the SEHK that is necessary for Dingyi to proceed to issue a Circular and convene the special general meeting of Dingyi shareholders to consider the resolution required to satisfy the Shareholder Approval Condition;
   
   
2. the Dingyi Offer will lapse at the end of the offer period (being 7.00pm (Sydney time) on 31 March 2014) because the Dingyi Shareholder Approval Condition will not have been satisfied; and
   
   
3. all acceptances under the Dingyi Offer which have been received by Dingyi, and which have not been validly withdrawn, will become void at the end of the offer period and those accepting Elemental Shareholders will retain their Elemental Shares.

This outcome is disappointing given the effort both parties have made throughout this transaction. The Board is assessing the impact of this development on the Company and will update the market in due course.

About Elemental Minerals

Elemental Minerals Ltd. 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

About Dingyi Group Investment

Dingyi Group Investment Limited is a company incorporated in Bermuda and listed on the Hong Kong Stock Exchange. Dingyi is an investment company with interests based primarily in Hong Kong and Mainland China. Dingyi is a company controlled by Mr. Li Kwong Yuk, a Chinese entrepreneur. Mr. Li also controls a number of other substantial Mainland Chinese and international business interests in sectors including infrastructure, real estate, financial institutions and natural resource, among others. http://www.dingyi.hk/

SOURCE Elemental Minerals Ltd.