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ELEMENTOS LIMITED AGM Information 2014

Oct 27, 2014

64837_rns_2014-10-27_c30f2b99-48da-4205-8156-5b4a3fc3a2cb.pdf

AGM Information

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ELEMENTOS LIMITED

ABN 49 138 468 756

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at Level 8, 26 Wharf Street, Brisbane QLD on Wednesday, 26 November 2014 commencing at 10:00am AEST.

This Notice of Annual 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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Directors Mr Calvin Treacy (Managing Director)
Mr Corey Nolan (Non-executive Director)
Mr Richard Seville (Non-executive Director)
Joint Company Secretaries Ms Linda Scott and Mr Paul Crawford
Registered Office Level 8
26 Wharf Street
BRISBANE QLD 4000
AUSTRALIA
Ph: (+617) 3221 7770
Fax: (+617) 3221 7773
Email: [email protected]
Website: www.elementos.com.au
Auditors BDO Audit (QLD) Pty Ltd
Level 10
12 Creek Street
BRISBANE QLD 4000
AUSTRALIA
Legal Advisers HopgoodGanim
Level 8
Waterfront Place
1 Eagle Street
BRISBANE QLD 4000
AUSTRALIA
Share Registry Boardroom Pty Limited
Level 7
207 Kent Street
SYDNEY NSW 2000
AUSTRALIA

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2014 Annual General Meeting of Shareholders of Elementos Limited (ABN 49 138 468 756) ( Company or Elementos ) will be held at Level 8, 26 Wharf Street, Brisbane QLD on Wednesday, 26 November 2014 at 10:00am AEST.

Terms used in this Notice of Meeting are defined in the “Interpretation” section of the accompanying Explanatory Statement.

ORDINARY BUSINESS

Financial Reports

To receive and consider the Company‟s Annual Financial Report comprising the Directors‟ Report and Auditor‟s Report, Directors‟ Declaration, Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Financial Statements for the Company for the financial year ended 30 June 2014.

1. Resolution 1 – Remuneration Report

To consider, and if thought fit, pass the following advisory Resolution, without amendment:

“That the Remuneration Report for the year ended 30 June 2014 (as set out in the Directors’ Report) be adopted.”

The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.

Voting restriction pursuant to Section 250R(4) of the Corporations Act

A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

  • (a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; and

  • (b) a Closely Related Party of such a member.

However, the above persons may cast a vote on Resolution 1 if:

  • (a) the person does so as a proxy; and

  • (b) the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and

  • (c) either:

  • (i) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

  • (ii) the voter is the chair of the meeting and the appointment of the chair as proxy:

    • (1) does not specify the way the proxy is to vote on the Resolution; and

    • (2) expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

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Voting Intentions of Chair

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act.

Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying Proxy Form.

2. Resolution 2 – Re-election of Mr Richard Seville as a Director

To consider and, if thought fit, pass the following Resolution, as an Ordinary Resolution of the Company:

“That Mr Richard Seville, who retires in accordance with Clause 8.3 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

3. Resolution 3 – Issue of Shares to Mr Richard Seville

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 3,160,000 Shares in the Company at an issue price of $0.012 per Share to Mr Richard Seville (or his nominee), a Non-executive Director of the Company ( Seville Placement Shares )."

Voting Exclusion Statement for Resolution 3 :

The Company will disregard any votes cast on this Resolution 3 by:

(a) Mr Richard Seville; and

(b) any Associates of Mr Richard Seville.

However, the Company need not disregard a vote if:

(a) 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

(b) it is cast by the person chairing the General Meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

4. Resolution 4 – Ratification of June Placement Shares

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous issue of 48,066,667 Shares to sophisticated and professional investors, at an issue price of $0.012 per Share ( June Placement Shares ), in accordance with the terms set out in the Explanatory Statement.”

Voting Exclusion Statement for Resolution 4 :

The Company will disregard any votes cast on this Resolution 4 by:

(a) any person who received the June Placement Shares; and

(b) any Associates of those persons.

However, the Company need not disregard a vote if:

(a) 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

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(b) it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

5. Resolution 5 – Ratification of Cleveland Consideration Shares

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous issue of 29,166,667 Shares to Bourse Securities Pty Ltd in consideration for the acquisition of the remaining interest in the Cleveland Tenement (Exploration License 7/2005) at an issue price of $0.012 per Share ( Cleveland Consideration Shares ), in accordance with the terms set out in the Explanatory Statement."

Voting Exclusion Statement for Resolution 5 :

The Company will disregard any votes cast on this Resolution 5 by:

(a) any person who received the Cleveland Consideration Shares; and

(b) any Associates of those persons.

However, the Company need not disregard a vote if:

(a) 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

(b) it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

SPECIAL BUSINESS

6. Resolution 6 – Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

To consider and, if thought fit, pass the following Resolution, as a Special Resolution of the Company, with or without amendment:

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities in a number which is up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Statement ( Placement Securities ).”

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 6 by:

  • (a) any person who may participate in the proposed issue of the Placement Securities and any associates of that person; and

  • (b) a person who might obtain a benefit if this Special Resolution is passed, except a benefit solely in their capacity as a holder of Shares if this Resolution 3 is passed and any associates of that person.

However, the Company need not disregard a vote if:

  • (a) 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

  • (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to

  • vote, in accordance with the direction on the proxy form to vote as the proxy decides.

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Important note

The proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person‟s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Placement Securities), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By Order of the Board

Linda Scott Joint Company Secretary

Dated: 28 October 2014

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EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement is provided to Shareholders of Elementos Limited ACN 138 468 756 to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 8, 26 Wharf Street, Brisbane QLD on Wednesday, 26 November 2014 at 10:00am (Brisbane time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Statement in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Statement are defined in the “Interpretation” section of this Explanatory Statement.

CONSIDER THE COMPANY’S ANNUAL FINANCIAL REPORT

The Company‟s Annual Financial Report comprising the Directors‟ Report and Auditor‟s Report, Directors‟ Declaration, Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Financial Statements for the Company for the financial year ended 30 June 2014 was released to the ASX on 30 September 2014. The Company‟s Annual Financial Report is placed before Shareholders for discussion. No voting is required for this item.

Time will be allowed during the Meeting for consideration of and questions from Shareholders in relation to the Annual Financial Report.

RESOLUTION 1 – REMUNERATION REPORT

In accordance with Section 250R of the Corporations Act, the Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory Resolution.

The Remuneration Report is set out in the Directors‟ Report section of the Annual Financial Report for the period ending 30 June 2014.

The Report:

  • explains the Board‟s policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;

  • explains the relationship between the Board‟s remuneration policy and the Company‟s performance;

  • sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and

  • details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

Voting restrictions on Key Management Personnel and their Closely Related Parties and their proxies

Members of the Key Management Personnel and their Closely Related Parties ( Restricted Voters ) and proxies of Restricted Voters are restricted from voting on a resolution which is connected directly or indirectly with the remuneration of a member of the Key Management Personnel ( Voting Restriction ).

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.

The Voting Restriction applies to Resolution 1. However, it does not apply where:

  • (a) the member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a Restricted Voter) as a proxy where the appointment specifies the way the proxy is to vote on the resolution; or

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  • (b) the Chairperson is appointed in writing (by a Shareholder who is not a Restricted Voter) as a proxy where the appointment does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

A vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 – RE-ELECTION OF MR RICHARD SEVILLE AS A DIRECTOR

In accordance with Clause 8.3 of the Company‟s Constitution, Mr Richard Seville will retire by rotation at the Annual General Meeting and, being eligible, offers himself for re-election as a Director.

Under Clause 8.3 of the Company‟s Constitution, one-third of Directors are required to retire at each general meeting (excluding Directors seeking election at the meeting for the first time, or the Managing Director).

Mr Seville was appointed as a Director of the Company on 14 October 2013 following his election as Director at the Extraordinary General Meeting of the Company on 8 October 2013. Mr Seville retires in accordance with the Company‟s Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election as a Director.

Mr Seville (BSc., MEngSc., MAusIMM, ARSM) is a mining geologist and geotechnical engineer with thirty years‟ experience in exploration, mine development and operations. He also has significant corporate experience in the roles of Chief Executive Offer and Operations Director in ASX/ AIM listed mining companies.

Mr Seville is presently a Non-executive Director of ASX and AIM listed Leyshon Resources Limited and the Managing Director of ASX and TSX listed Orocobre Ltd.

The Directors (with Mr Seville abstaining) recommend that you vote in favour of this Ordinary Resolution.

RESOLUTION 3 – ISSUE OF SHARES TO MR RICHARD SEVILLE

Background

Resolution 3 seeks the approval of Shareholders for the issue of 3,160,000 Shares at an issue price of $0.012 per Share to Mr Richard Seville, a Non-executive Director of the Company ( Seville Placement Shares ).

During June and July 2014, the Company raised a total of $2.1 million by way of:

  1. a placement of 48 million Shares at an issue price of $0.012 to sophisticated and professional investors ( June Placement ); and

  2. a renounceable rights issue pursuant to which 126 million Shares were issued at an issue price of $0.012 ( Rights Issue ).

As a Director of the Company, Mr Seville was ineligible to participate in the June Placement or the placement of shortfall shares under the Rights Issue without prior shareholder approval. Having received an expression of interest from Mr Seville to subscribe for additional securities as part of the Rights Issue shortfall placement, the Company (as announced on 7 August 2014) agreed to issue Mr Seville (or his nominee) 3,160,000 Shares at $0.012, being the same price as the Shares issued under the June Placement and the Rights Issue.

Listing Rule 10.11

Listing Rule 10.11 requires shareholder approval for a company to issue Equity Securities to a Related Party. Mr Seville, being a Director of the Company, is a Related Party of the Company. Resolution 3 seeks shareholder approval for the issue of the Seville Placement Shares to Mr Seville (or his nominee) for the purposes of Listing Rule 10.11.

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In accordance with Listing Rule 7.2, if approval is given to issue the Seville Placement Shares to Mr Sevillle (or his nominee) under Listing Rule 10.11, Shareholder approval will not be required Under Listing Rule 7.1 and the Shares issued to Mr Seville (or his nominee) will not be counted towards the Company‟s 15% placement capacity.

For the purposes of Listing Rule 10.13, the Company advises as follows:

  • (a) the maximum number of Seville Placement Shares to be issued to Mr Seville (or his nominee) is 3,160,000 Shares;

  • (b) the Seville Placement Shares are intended to be issued as soon as possible following the Shareholder approval at this AGM, but in any event, within one (1) month of the date of this AGM;

  • (c) the issue price per share is $0.012 per Share and the Seville Placement Shares will rank pari passu with the existing Shares on issue in the Company; and

  • (d) the intended use of the funds raised is to advance the Company‟s development activities at the Cleveland tin-copper and tungsten projects in Tasmania.

The Directors (with Mr Seville abstaining) recommend that you vote in favour of this Ordinary Resolution.

RESOLUTION 4 – RATIFICATION OF JUNE PLACEMENT SHARES

Background

As announced on 6 June 2014, the Company undertook a private placement of 48,066,667 Shares at an issue price of $0.012 per Share to cornerstone strategic investors, who were unrelated professional or sophisticated investors or otherwise exempt from the disclosure provisions of the Corporations Act, to raise approximately $580,000 to fund the advanced development activities at the Cleveland tincopper and tungsten projects in Tasmania ( June Placement Shares ).

Listing Rule 7.4

In accordance with Listing Rule 7.4, Shareholder approval is sought to ratify the issue of the June Placement Shares being issues of securities made by the Company during the previous 12 months for which Shareholder approval has not already been obtained.

Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new Equity Securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its Shareholders. Equity Securities issued with shareholder approval under Listing Rule 7.1 do not count towards the 15% limit.

Listing Rule 7.4 provides that an issue of Equity Securities made without prior approval under Listing Rule 7.1 can be treated as having been made with that approval if the issue did not breach the 15% limit and Shareholders subsequently approve it. The issue of the June Placement Shares did not breach the 15% limit.

If Resolution 4 is approved, this will have the effect of refreshing the Company‟s ability to raise further capital in accordance with Listing Rule 7.1 in the next 12 months (if required), without the need to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act).

If Resolution 4 is not passed, the June Placement Shares will be counted towards the 15% limit pursuant to Listing Rule 7.1 for a period of 12 months from the date of issue.

For the purposes of Listing Rule 7.5, the Company advises as follows:

  • (a) 48,066,667 Shares were issued under the June Placement;

  • (b) the June Placement Shares were issued at a price of $0.012 per Share to raise $576,800;

  • (c) the June Placement Shares rank pari passu with the existing Shares on issue in the Company;

  • (d) the June Placement Shares were issued to cornerstone strategic investors who were unrelated sophisticated or professional investors or otherwise exempt from the disclosure provisions of the Corporations Act; and

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  • (e) the funds raised from the issue of the June Placement Shares were used primarily to advance the Company‟s development activities at the Cleveland tin-copper and tungsten projects in Tasmania.

The Directors unanimously recommend that you vote in favour of this Ordinary Resolution.

RESOLUTION 5 – RATIFICATION OF CLEVELAND CONSIDERATION SHARES

Background

As announced on 6 June 2014, the Company acquired the remaining 50% interest in the Cleveland Tenement (Exploration License 7/2005). Consideration for the acquisition included the issue of $350,000 in Shares of the Company at an issue price of $0.012 per Share, resulting in the issue of 29,166,667 Shares to Bourse Securities Pty Ltd ( Cleveland Consideration Shares ).

In accordance with Listing Rule 7.4, Shareholder approval is sought to ratify the issue of the Cleveland Consideration Shares being issues of securities made by the Company during the previous 12 months for which Shareholder approval has not already been obtained.

For the purposes of Listing Rule 7.5, the Company advises as follows:

  • (a) 29,166,667 Shares were issued as consideration for the acquisition of the remaining interest in the Cleveland tenement;

  • (b) the Cleveland Consideration Shares were issued at a price of $0.012 per Share;

  • (c) the Cleveland Consideration Shares rank pari passu with the existing ordinary Shares on issue in the Company;

  • (d) the Cleveland Consideration Shares were issued to Bourse Securities Pty Ltd; and

  • (e) the Cleveland Consideration Shares were issued as consideration for the acquisition of the remaining interest in the Cleveland tenement, and accordingly, there were no funds raised from the issue of the Cleveland Consideration Shares.

The Directors unanimously recommend that you vote in favour of this Ordinary Resolution.

RESOLUTION 6 – APPROVAL TO ISSUE AN ADDITIONAL 10% OF THE ISSUED CAPITAL OF THE COMPANY OVER A 12 MONTH PERIOD PURSUANT TO LISTING RULE 7.1A

General

Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the entity‟s annual general meeting ( 10% Placement Capacity ). The 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

The Company is an Eligible Entity.

If Shareholders approve Resolution 6, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out in Section below).

The effect of Resolution 6 will be to allow the Directors to issue Equity Securities up to 10% of the Company‟s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting ( Placement Securities ), without subsequent Shareholder approval and without using the Company‟s 15% annual placement capacity under Listing Rule 7.1.

Resolution 6 is a special resolution . Accordingly, at least 75% of votes cast by Shareholders present an eligible to vote at the Meeting must be in favour of Resolution 6 for it to be passed.

Listing Rule 7.1A

Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity‟s 15% annual placement capacity.

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An Eligible Entity is one that, as at the date of the relevant annual general meeting:

  • is not included in the S&P/ASX 300 Index; and

  • has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $6.86 million.

The Equity Securities must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of quoted Equity Securities on issue, being the Shares.

The exact number of Equity Securities that the Company may issue with approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A = the number of fully paid ordinary securities (Shares) on issue 12 months before the date of issue or agreement:

  • (i) plus the number of Shares issued in the previous 12 months under an exception in Listing Rule 7.2;

  • (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

  • (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rule 7.1 and 7.4;

  • (iv) less the number of Shares cancelled in the previous 12 months.

  • D = 10%.

E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the issue date or date of agreement to issue that are not issued with the approval of holders of ordinary securities under Listing Rule 7.1 or 7.4.

Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to this Resolution 6:

Minimum Price

The minimum price at which the Placement Securities may be issued is 75% of the volume weighted average price of Equity Securities in the same class, calculated over the 15 Trading Days immediately before:

  • (i) the date on which the price at which the relevant Placement Securities are to be issued is agreed; or

  • (ii) if the relevant Placement Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the relevant Placement Securities are issued.

The Company will disclose to the ASX the issue price on the date of issue of the relevant Placement Securities.

Date of Issue

The Placement Securities may be issued under the 10% Placement Capacity commencing on the date of the Annual General Meeting and expiring on the first to occur of the following:

  • (i) 12 months after the date of the Annual General Meeting; and

  • (ii) the date of approval by Shareholders of any transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of the Company‟s activities) or 11.2 (disposal of the

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Company‟s main undertaking), at which time approval under Listing Rule 7.1A will cease to be valid; or

(iii) such longer period if allowed by ASX ( 10% Placement Capacity Period ).

Risk of voting dilution

Any issue of Placement Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Equity Securities under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Dilution
Number of shares
on Issue*
Number of
Shares issued
under 10%
Placement
Capacity
Funds Raised based
on an issue price of
$0.0045 (50%
decrease in current
share price)


Funds Raised
based on an
issue price of
$0.009 (current
share price)
Funds Raised
based on an issue
price of $0.0135
(50% Increase in
current share
price)
760,216,638
(current)
76,021,663 $342,097 $684,194 $1,026,292
1,140,324,957
(50% increase)
114,032,495 $513,146 $1,026,292 $1,539,438
1,520,433,276(100%
increase)
152,043,327 $684,194 $1,368,389 $2,052,584
  • The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

  1. The current shares on issue are the Shares on issue as at 14 October 2014.

  2. The share price set out above is the closing price of the Shares on the ASX on 14 October 2014.

  3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

  4. The above table only shows the dilutionary effect based on the 10% Placement Capacity under Listing Rule 7.1A and not the 15% issue under Listing Rule 7.1.

  5. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

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  1. The issued capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 14 October 2014; and

  2. The issue price of the Placement Securities used in the table is the same as the share price and does not take into account the discount to the share price.

  3. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

  4. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1, such as approval sought under Resolution 3.

  5. Only Shares will be issued under the 10% Placement Capacity and none of the Company‟s unquoted options or performance rights have been exercised.

Shareholders should note that there is a risk that:

  • (i) the market price for the Company‟s Equity Securities may be significantly lower on the issue date of any Placement Securities than on the date of the Annual General Meeting; and

  • (ii) the Placement Securities may be issued at a price that is at a discount to the market price for the Company‟s Equity Securities on the date of issue.

Purpose of Issue under 10% Placement Capacity

The Company may issue Placement Securities under the 10% Placement Capacity for the following purposes:

  • (i) as cash consideration, in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company‟s current assets and general working capital ; or

  • (ii) as non-cash consideration for the acquisition of new resources assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

Allocation under the 10% Placement Capacity

The allottees of the Placement Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Placement Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties or Associates of a related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

  • (i) the purpose of the issue;

  • (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

  • (iii) the effect of the issue of the Placement Securities on the control of the Company;

  • (iv) the Company‟s circumstances, including, but not limited to, its financial position and solvency;

  • (v) prevailing market conditions; and

  • (vi) advice from corporate, financial and broking advisers (if applicable).

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Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval under Listing Rule 7.1A at the Annual General Meeting held on 29 November 2013. No Equity Securities were issued pursuant to the Listing Rule 7.1A approval during the year.

As the Company previously obtained Shareholder approval under Listing Rule 7.1A, the following information is provided to Shareholders, in accordance with Listing Rule 7.3A.6 regarding the total number of Equity Securities (quoted and unquoted) issued in the past 12 months preceding the date of the Meeting (that is, since 26 November 2013).

Listing Rule 7.3A.6(a): The total equity securities issued in the 12 months preceding the date of the Meeting (until 14 October 2014 being the date of preparation of this Notice of Meeting and excludes any securities that may have been issued between this date and the date of the Meeting):

Number of equity securities on issue 12 months before the date of
the Meeting
532,866,277 Shares
32,952,052 Listed Options
10,700,000 Unlisted Options
(exercisable between $0.06
and $0.326, expiring between
23 December 2013 and 20
January 2017)
Equity securities issued in the preceding 12 month period 227,350,361 Shares
9,300,000 Unlisted Options
Percentage previous issues represent of total number of equity
securities on issue at commencement of 12 month period
41.05%

Listing Rule 7.3A.6(b): Details of equity securities issued in the previous 12 months until 14 October 2014 being the date of preparation of this Notice of Meeting and excludes any securities that may have been issued between this date and the date of the Meeting):

Type of
Equity
Securities
Terms Details of
Issue
Issue Date Number
Issued
Name of
recipient or
basis on
which
recipient
determined
Issue price of
Equity
Securities and
Discount to
closing market
price on the
date of issue
If issue for cash
consideration –
the total funds
received, use
of funds and
amount
remaining;
If issue for non-
cash
consideration –
the non-cash
consideration
paid and
current value
of non-cash
consideration
Shares Fully paid
ordinary shares
Issue of
securities
pursuant to
the scrip
based
merger with
Rockwell
MineralsLtd
6/12/2013 2,835,000 Rockwell to
be held in
trust for
certain
former
shareholders
of Rockwell
whose shares
$0.02 which
was the same
price as the
shares issued
to Rockwell
shareholders
as a result of
themerger
Issued for non-
cash
consideration
for compulsory
acquisition of
remaining 1.3%
of ordinary
sharesin

14

Type of
Equity
Securities
Terms Details of
Issue
Issue Date Number
Issued
Name of
recipient or
basis on
which
recipient
determined
Issue price of
Equity
Securities and
Discount to
closing market
price on the
date of issue
If issue for cash
consideration –
the total funds
received, use
of funds and
amount
remaining;
If issue for non-
cash
consideration –
the non-cash
consideration
paid and
current value
of non-cash
consideration
(Rockwell) were
acquired
under the
compulsory
acquisition
provisions of
the
Corporations
Act
with Elementos
Ltd and a
premium to
the market
price on the
date of issue
Rockwell
pursuant to the
scrip based
takeover offer
of 3.5 Shares
for every 1
Rockwell share
held. The
current value
of the Shares
issued based
on the Market
Price as at 14
October 2014
(Current
Market Price) is
$25,515.
Shares Fully paid
ordinary shares
Private
placement
as approved
at
extraordinary
general
meeting of
the
Company on
20/02/2014
20/03/2014 15,000,000 Sophisticated
or
professional
investors
$0.02 which
was a premium
to market price
on the date of
issue
$300,000 was
received
under the issue
which was
used in full to
fund the
advanced
development
activities at the
Cleveland tin-
copper and
tungsten
projects in
Tasmania
(Cleveland
Project) and
for working
capital.
Shares Fully paid
ordinary shares
Issue of
Shares under
the Director
& Executive
Staff Salary
Sacrifice Plan
(Plan)
20/03/2014 887,923 Certain
eligible
Directors or
Executive
Staff under
the Plan
$0.01608 which
was the VWAP
calculated
over the 5
previous
Trading Days
and a discount
of $0.00192
(10.66%)tothe
Issued for non-
cash
consideration
under the Plan
in lieu of
Director and
Executive Staff
fees or
remuneration

15

Type of
Equity
Securities
Terms Details of
Issue
Issue Date Number
Issued
Name of
recipient or
basis on
which
recipient
determined
Issue price of
Equity
Securities and
Discount to
closing market
price on the
date of issue
If issue for cash
consideration –
the total funds
received, use
of funds and
amount
remaining;
If issue for non-
cash
consideration –
the non-cash
consideration
paid and
current value
of non-cash
consideration
market price of
$0.0180 on the
date of issue
payable to the
recipients. The
current value
of the Shares
issued based
on the Current
Market Price is
approximately
$7,991.
Options Exercise price:
$0.03 per
Option
Expiry Date:
20/03/2018
Options vest
automatically
on date of
issue
Incentivise
Key
Personnel
20/03/2014 9,300,000 Certain Key
Personnel of
the
Company
Nil Nil
Shares Fully paid
ordinary shares
Private
placement of
securities
12/06/2014 48,066,667 Sophisticated
or
professional
investors
$0.012 which
was a
discount of
$0.005 (29.41%)
to the market
price of $0.017
on the date of
issue
$576,800 was
received
under the issue
which was
used in full to
fund the
development
activities at the
Cleveland
Project and for
working
capital.
Shares Fully paid
ordinary shares
Consideratio
n paid for
acquisition of
Cleveland
Tenement
Exploration
License
7/2005
12/06/2014 29,166,667 Bourse
Securities Pty
Ltd
$0.012 which
was a discount
of $0.005
(29.41%) to the
market price of
$0.017 on the
date of issue
Issued for non-
cash
consideration
for part
payment of
the final 50%
interest in
Cleveland
Tenement
Exploration
License 7/2005.
In total the
consideration

16

Type of
Equity
Securities
Terms Details of
Issue
Issue Date Number
Issued
Name of
recipient or
basis on
which
recipient
determined
Issue price of
Equity
Securities and
Discount to
closing market
price on the
date of issue
If issue for cash
consideration –
the total funds
received, use
of funds and
amount
remaining;
If issue for non-
cash
consideration –
the non-cash
consideration
paid and
current value
of non-cash
consideration
paid to the
vendor was
$350,000 in
Shares and a
cash payment
of $150,000.
The current
value of the
Shares issued
based on the
Current Market
Price is
approximately
$262,500.
Shares Fully paid
ordinary shares
Settlement of
Santo
Domingo
tenement
option
payment
12/06/2014 3,395,135 Recipients of
Santo
Domingo
tenement
option
payment
$0.0147 which
was the VWAP
calculated
over the 5
previous
Trading Days
and a discount
of $0.0023
(13.53%) to the
market price of
$0.017 on the
date of issue
Issued for non-
cash
consideration
for settlement
of Santo
Domingo
tenement
option
payment of
approximately
$49,908. The
current value
of the Shares
issued based
on the Current
Market Price is
approximately
$30,556.
Shares Fully paid
ordinary shares
Issue of
Shares under
the Plan
12/06/2014 973,199 Certain
eligible
Directors or
Executive
Staff under
the Plan
$0.0147 which
was the VWAP
calculated
over the 5
previous
Trading Days
and a discount
of $0.0023
(13.53%) to the
market price of
$0.017 on the
date of issue
Issued for non-
cash
consideration
under the Plan
in lieu of
Director and
Executive Staff
fees or
remuneration
payable to the
recipients. The
current value

17

Type of
Equity
Securities
Terms Details of
Issue
Issue Date Number
Issued
Name of
recipient or
basis on
which
recipient
determined
Issue price of
Equity
Securities and
Discount to
closing market
price on the
date of issue
If issue for cash
consideration –
the total funds
received, use
of funds and
amount
remaining;
If issue for non-
cash
consideration –
the non-cash
consideration
paid and
current value
of non-cash
consideration
of the Shares
issued based
on the Current
Market Price is
approximately
$8,759.
Shares Fully paid
ordinary shares
Settlement of
broker
placement
fees from
November
2013 private
placement
12/06/2014 120,000 Certain
Broker of the
Company
who assisted
in the
November
2013 private
placement
$0.02 which
was the same
price as shares
issued under
the November
2013 private
placement
and a
premium to
the market
price on the
date of issue
Issued for non-
cash
consideration
for the
settlement of
broker
placement
fees (being
$2,400)
associated
with a private
placement
undertaken by
the Company
in November
2013. The
current value
of the Shares
issued based
on the Current
Market Price is
approximately
$1,080.
Shares Fully paid
ordinary shares
Issue of
shareholder
entitlement
and
additional
shares
allotted
under rights
issue
25/07/2014 83,186,790 Participants
in rights issue
$0.012 which
was a discount
of $0.003 (20%)
to the market
price of $0.015
on the date of
issue
$998,241 was
received
under the issue
and
approximately
$53,711 has
been used to
fund the
development
activities at the
Cleveland
Project. There is
approximately
$944,530
remainingfrom

18

Type of
Equity
Securities
Terms Details of
Issue
Issue Date Number
Issued
Name of
recipient or
basis on
which
recipient
determined
Issue price of
Equity
Securities and
Discount to
closing market
price on the
date of issue
If issue for cash
consideration –
the total funds
received, use
of funds and
amount
remaining;
If issue for non-
cash
consideration –
the non-cash
consideration
paid and
current value
of non-cash
consideration
the issue which
will be used to
fund the
Cleveland
Project and for
working
capital.
Shares Fully paid
ordinary shares
Issue of
shortfall
shares
pursuant to
the rights
issue
11/08/2014 40,315,384 Recipients of
shortfall
shares
$0.012 which
was the same
price as shares
issued under
the rights issue
and a discount
of $0.001
(7.69%) to the
market price of
$0.013 on the
date of issue
$483,784 was
received
under the issue
and
approximately
$26,024 has
been used to
fund the
development
activities at the
Cleveland
Project. There
is
approximately
$457,760
remaining from
the issue which
will be used to
fund the
Cleveland
Project and for
working
capital.
Shares Fully paid
ordinary shares
Private
Placement of
securities
11/08/2014 2,000,230 Sophisticated
or
professional
investors
$0.012 which
was the same
price as shares
issued under
the rights issue
and a
discount of
$0.001 (7.69%)
to the market
price of $0.013
on the date of
issue
$24,002 was
received
under and
approximately
$1,292 has
been used to
fund the
development
activities at the
Cleveland
Project. There
is
approximately
$22,710

19

Type of
Equity
Securities
Terms Details of
Issue
Issue Date Number
Issued
Name of
recipient or
basis on
which
recipient
determined
Issue price of
Equity
Securities and
Discount to
closing market
price on the
date of issue
If issue for cash
consideration –
the total funds
received, use
of funds and
amount
remaining;
If issue for non-
cash
consideration –
the non-cash
consideration
paid and
current value
of non-cash
consideration
remaining from
the issue which
will be used to
fund the
Cleveland
Project and for
working
capital.
Shares Fully paid
ordinary shares
Issue of
Shares under
the Plan
2/10/2014 1,403,366 Certain
eligible
Directors or
Executive
Staff under
the Plan
$0.0101 which
was the VWAP
calculated
over the 5
previous
Trading Days
and the same
as the market
price on the
date of issue
Issued for non-
cash
consideration
under the Plan
in lieu of
Director and
Executive Staff
fees or
remuneration
payable to the
recipients. The
current value
of the Shares
issued based
on the Current
Market Price is
approximately
$12,630.

The Directors unanimously recommend that you vote in favour of this Special Resolution.

20

INTERPRETATION

AEDT means Australian Eastern Daylight Time.

AEST means Australian Eastern Standard Time.

Annual General Meeting or Meeting means the annual general meeting of the Company to be held on 26 November 2014.

Associate has the meaning given to that term in the Listing Rules.

ASX means ASX Limited ACN 008 624 691 or Australian Securities Exchange (as applicable).

ASIC means the Australian Securities and Investments Commission.

Board means the board of Directors of the Company.

Chairperson or Chair means the person chairing the Meeting.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

  • (a) a spouse or child of the member; or

  • (b) a child of the member‟s spouse; or

  • (c) a dependent of the member or the member‟s spouse; or

  • (d) anyone else who is one of the member‟s family and may be expected to influence the member, or be influenced by the member, in the member‟s dealings with the entity; or

  • (e) a company the member controls; or

  • (f) a person prescribed by the regulations for the purposes of this paragraph.

Company or Elementos means Elementos Limited ACN 138 468 756.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Eligible Entity has the meaning given to that term in the Listing Rules.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Statement means this explanatory statement accompanying the Notice of Meeting.

Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any Director (whether executive or otherwise) of that entity.

Listing Rules means the listing rules of ASX.

Market Price has the meaning given to that term in the Listing Rules.

Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Statement.

21

Options means options to acquire Shares in the capital of the Company.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by members entitled to vote on the Resolution.

Placement Securities means the Equity Securities that may be issued if Resolution 6 is passed, representing up to 10% of the issued capital of the Company (at the time of issue) and calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3, and otherwise on the terms and conditions described in the Explanatory Statement.

Remuneration Report means the section of the Directors‟ Report in the 2014 Financial Report dealing with the remuneration of the Company‟s Directors, Company Secretary and senior executives described as „Remuneration Report‟.

Resolutions means the resolutions proposed to be put to Shareholders at the Annual General Meeting and Resolution shall have a corresponding meaning.

Shareholder means a holder of ordinary shares in the Company.

Shares means ordinary fully paid shares in the issued capital of the Company.

Special Resolution means a resolution:

  • (a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations Act; and

  • (b) passed by at least 75% of the votes cast by members entitled to vote on the Resolution.

Trading Day has the meaning given to that term in the Listing Rules.

VWAP means the volume weighted average market price of the Shares.

22

Proxy, Representative and Voting Entitlement Instructions

Proxies and representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under section 250D of the Corporations Act.

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below , not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

By Delivery:

B Deliver:
y y By Mail: By Fax:
Boardroom Pty Limited
Level 7
207 Kent Street
SYDNEY NSW 2000
AUSTRALIA
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001
AUSTRALIA
+61 2 9290 9655

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company‟s share registry.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7.00pm (AEDT) on Monday, 24 November 2014. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.
Joint Holding: Where the holding is in more than one name, all of the security holders should
sign.
Power of Attorney: To sign under Power of Attorney, you must have already lodged this document
with the registry. If you have not previously lodged this document for notation,
please attach a certified photocopy of the Power of Attorney to this form
when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant
to section 204A of the Corporations Act) does not have a Company Secretary,
a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary.

23

==> picture [179 x 76] intentionally omitted <==

All Correspondence to:

  • By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia  By Fax: +61 2 9290 9655

Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (AEST) on Monday 24 November 2014.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (AEST) on Monday, 24 November 2014. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Level 7, 207 Kent Street,  In Person Sydney NSW 2000 Australia

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Elementos Limited ABN 49 138 468 756

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Elementos Limited (Company) and entitled to attend and vote hereby appoint:

==> picture [23 x 20] intentionally omitted <==

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

==> picture [350 x 19] intentionally omitted <==

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Level 8, 26 Wharf Street, Brisbane QLD 4000 on Wednesday, 26 November, 2014 at 10:00am (AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for Elementos Limited (which includes the Chair) or if the Company is part of a consolidated entity, for the entity.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution. Unless you indicate otherwise by ticking either the ‘For’, ‘Against’ or ‘Abstain’ box, you will be authorising the Chair to vote in accordance with the Chair’s voting intention. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. Ordinary Business For Against Resolution 1 To Adopt the Remuneration Report Resolution 2 To re-elect Mr Richard Seville as a Director Resolution 3 Issue of 3,160,000 shares to Mr Richard Seville Resolution 4 Ratification of June 2014 Placement Shares – 48,066,667 Shares Resolution 5 Ratification of Cleveland Consideration Shares – 29,166,667 Shares Special Business Resolution 6 Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

For Against Abstain*

STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2014