ELEMENTOS LIMITED

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ABN 49 138 468 756

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at Level 7, 1 Eagle Street, Brisbane QLD on Thursday, 26 November 2015 commencing at 12.00pm (Brisbane Time).

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.

Directors	Mr Rick Anthon (Chairman)
	Mr Corey Nolan (Non-executive Director)
	Mr Richard Seville (Non-executive Director)
	Mr Calvin Treacy (Non-Executive Director)
Company Secretary	Mr Duncan Cornish
Registered Office	Level 5
	10 Market Street
	BRISBANE QLD 4000
	AUSTRALIA
	Ph: (+617) 3221 7770
	Fax: (+617) 3212 6250
	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 Lawyers
	Level 8
	Waterfront Place
	1 Eagle Street
	BRISBANE QLD 4000
	AUSTRALIA
Share Registry	Boardroom Pty Limited
	Level 12
	255 George Street
	SYDNEY NSW 2000
	AUSTRALIA

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2015 Annual General Meeting of Shareholders of Elementos Limited (ABN 49 138 468 756) ( Company or Elementos ) will be held at Level 7, 1 Eagle Street Brisbane QLD on Thursday, 26 November 2015 at 12.00pm (Brisbane Time).

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 2015. The Company’s reports can be accessed on the Company’s website at http://elementos.com.au/.

1. Resolution 1 – Remuneration Report

To consider and, if thought fit, pass the following Advisory Resolution of the Company, without amendment:

“That, for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report for the year ended 30 June 2015 (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 EXCLUSION STATEMENT

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

§ a member of the Company’s Key Management Personnel, details of whose remuneration are included in the Remuneration Report;
§ a Closely Related Party of such a member, whether as a shareholder or as a Key Management Personnel’s proxy.

However, a vote may be cast on Resolution 1 by the above persons as a proxy if the vote is not cast on behalf of a person described above and either:

§ the appointment as a proxy is in writing and specifies how the proxy is to vote on Resolution 1; or
§ the voter is the chair of the meeting and the appointment of the chair as proxy:
does not specify the way the proxy is to vote on the resolution; and
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.

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 all Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair of the meeting may change his voting intention on any resolution, in which case an ASX announcement will be made.

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

2. Resolution 2 – Re-election of Mr Calvin Treacy as a Director

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

“That, for the purpose of clause 8.3 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Calvin Treacy, a Director, retires by rotation, and being eligible, offers himself for reelection, is re-elected as a Director of the Company.”

3. Resolution 3 – Election of Mr Richard Anthon as a Director

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 clause 8.1 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Richard Anthon, a Director who was appointed casually on 1 January 2015, retires, and being eligible, offers himself for election, is elected as a Director of the Company.”

4. Resolution 4 – Approval to Adopt New Employee Share and Option Plan

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

“That the Employee Share and Option Plan, which is summarised in the attached Explanatory Memorandum and at (Annexure A), be approved and that for the purposes of Exception 9(b) of Listing Rule 7.2 and for all other purposes, the issue of securities under the Employee Share and Option Plan within three (3) years from the date of this resolution be an exception to Listing Rules 7.1 and 7.1A.”

NOTES

A detailed summary of the key terms of the Employee Share and Option Plan is set out in Annexure A.

VOTING EXCLUSION STATEMENT

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

§ a Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of them.

However, the Company need not disregard a vote if:

§ 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
§ 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.

KEY MANAGEMENT PERSONNEL VOTING EXCLUSION STATEMENT

A vote on Resolution 4 must not be cast by:

§ any member of Key Management Personnel of the Company or if the Company is part of a consolidated entity, of the entity; or
§ a Closely Related Party of such a member,

who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on the resolution.

However, the Company need not disregard a vote if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, where the Shareholder does not specify in writing the way the proxy is to vote on the resolution, if the appointment of proxy 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, of the entity.

5. Resolution 5 – Approval to Adopt New Performance Rights Plan

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

“That the Performance Rights Plan, which is summarised in the attached Explanatory Memorandum (and at Annexure B), be approved and that for the purposes of exception 9(b) of Listing Rule 7.2, the issue of Performance Rights under the Performance Rights Plan within three (3) years from the date of this resolution be an exception to Listing Rule 7.1”.

VOTING EXCLUSION STATEMENT

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

§ a Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the entity) and any associate of them.

However, the Company need not disregard a vote if:

§ 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
§ 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.

KEY MANAGEMENT PERSONNEL VOTING EXCLUSION STATEMENT

A vote on Resolution 5 must not be cast by:

§ any member of Key Management Personnel of the Company or if the Company is part of a consolidated entity, of the entity; or
§ a Closely Related Party of such a member,
who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on the resolution.

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 6 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.

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. In accordance with Listing Rule 14.11.1 there is no reason to exclude the votes, and the votes will not be excluded, of such Shareholders.

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

Duncan Cornish Company Secretary

20 October 2015

EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement is provided to Shareholders of Elementos Limited ABN 49 138 468 756 ( Company ) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 7, 1 Eagle Street, Brisbane QLD on Thursday, 26 November 2015 at 12.00pm (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 2015 was released to the ASX on 29 September 2015. 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.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://elementos.com.au/.

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 2015. The Annual Financial Report is available to download on the Company’s website, http://elementos.com.au/.

Under the Corporations Act, if at least 25% of the votes cast on the resolution are voted against adoption of the Remuneration Report at two consecutive Annual General Meetings, the Company will be required to put to shareholders a resolution at the second of those Annual General Meeting’s proposing the calling of an extraordinary general meeting to consider the election of directors of the Company ( Spill Resolution ).

If more than 50% of shareholders vote in favour of the spill resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the second Annual General Meeting. All of the directors who were in office when the second (consecutive) Directors’ Report was considered at the second (consecutive) Annual General Meeting, other than the Managing Director, will cease to hold office immediately before the end of the spill meeting but may stand for reelection at the spill meeting. Following the spill meeting those persons whose election or re-election as directors are approved will be the directors of the Company.

At the 2014 Annual General Meeting less than 25% of the votes cast were voted against adoption of the Remuneration Report included in the 2014 Annual Report.

The Report:

explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the Company;
explains the relationship between the Board’s remuneration policy and the Company’s performance;
sets out remuneration details for each member of Key Management Personnel of the Company; and
details and explains any performance conditions applicable to the remuneration of Key Management Personnel 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

A voting exclusion statement is set out under Resolution 1 in the Notice of Meeting.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this Resolution.

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

RESOLUTION 2 – RE-ELECTION OF MR CALVIN TREACY AS A DIRECTOR

In accordance with Clause 8.3 of the Company’s Constitution, Mr Calvin Treacy 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 Treacy was appointed as a director of the Company on 14 October 2013.

Mr Treacy is an experienced manager and director with over 10 years’ experience in the mining industry, he has a strong track record of founding and growing companies. His prior roles have included chief operating officer and chief executive officer positions, director of AMIRA International and he is currently a director of several unlisted companies.

Mr Treacy has not held any directorships in other ASX listed companies in the last three years.

Mr Treacy is a member of the Audit and Risk Management Committee. In accordance with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations, 3rd Edition”, Mr Treacy is not considered independent, having recently held an executive position in the Company.

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

RESOLUTION 3 – ELECTION OF MR RICHARD ANTHON

Clause 8.1 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

In accordance with clause 8.1 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Richard Anthon, a Non-Executive Director who was appointed on 1 January 2015 will retire in accordance with clause 8.1 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Mr Anthon is a practicing lawyer with over 30 years’ experience in both corporate and commercial law. Mr Anthon also has extensive experience in the resource sector, as a director of a number of resource companies and as legal adviser, including project acquisition and development, capital raising and corporate governance.

Mr Anthon’s leadership and experience in the resource sector, in conjunction with his close working relationship with the current board, will be valuable as we focus on the development of the Cleveland Mine and building value for all stakeholders.

Directorships held by Mr Anthon in other ASX listed companies in the last three years include Bass Metals Ltd, Laneway Resources Ltd, Stratum Metals Ltd, Lamboo Resources Ltd and Baru Resources Ltd.

Mr Anthon is a member of the Audit and Risk Management Committee. In accordance with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations, 3rd Edition”, Mr Anthon is considered independent.

The Directors (with Mr Anthon abstaining) recommend that you vote in favour of this ordinary resolution.

RESOLUTION 4 – APPROVAL TO ADOPT NEW EMPLOYEE SHARE AND OPTION PLAN

Pursuant to Resolution 4, the Company is seeking Shareholder approval to adopt the Employee Share and Option Plan (the ESOP ) and approval for any potential future issue of securities under the Company’s Employee Option Incentive Plan as an exception under Listing Rule 7.2, Exception 9(b) to Listing Rules 7.1 and 7.1A.

Background

The Company seeks to modernise, update and replace the existing Plan which was implemented in 2012 as a means of rewarding and incentivising its key employees. A summary of the terms of the ESOP are set out in Annexure A to this Explanatory Memorandum.

Listing Rules

Under Listing Rule 7.1, a listed company is generally prevented from issuing “securities” (including shares or options) that would equate to (when all other issues of securities are aggregated) 15% of its share capital in any 12 month period, without first obtaining shareholder approval. Under Listing Rule 7.1A, small and mid-cap listed entities that meet the eligibility threshold and have obtained the approval of their ordinary Shareholders by special resolution at the AGM, are permitted to issue an additional 10% of issued capital over a 12 month period from the date of the AGM ( Additional 10% Placement ). The Additional 10% Placement under Listing Rule 7.1A is in addition to the ability of the

Company to issue 15% of its issued capital without Shareholder approval over a 12 month period pursuant to Listing Rule 7.1. Pursuant to Resolution 6, the Company is seeking shareholder approval pursuant to Listing Rule 7.1A for the Additional 10% Issue. As a result, any issue of securities by the Company to eligible employees under the ESOP would reduce the Company’s 15% capacity under Listing Rule 7.1, or if Resolution 6 is approved and other conditions are met, the Company’s 10% capacity under Listing Rule 7.1A.

Exception 9 of Listing Rule 7.2 however, allows the Company to issue “securities” without specific shareholder approval and without reducing the 15% capacity under Listing Rule 7.1 or 10% capacity under Listing Rule 7.1A, where shareholders of the Company have approved the issue of securities under an employee incentive scheme (like the ESOP) as an exception to Listing Rules 7.1 and 7.1A, within three years prior to the issue of the securities. Resolution 4 is being put to shareholders for this purpose and will allow the Company to utilise Exception 9 of Listing Rule 7.2 for three (3) years from the date of the Resolution being passed.

Information for Shareholders

In accordance with Exception 9 of Listing Rule 7.2, the Company advises as follows:

§ there have been 33,050,000 options and 9,180,302 shares issued under the ESOP (or similar plans) since the last approval; and
§ a summary of the key terms of the ESOP are set out in Annexure A.

Further Considerations

The Company believes that it will derive a significant benefit by incentivising its senior management and key employees through the issue of Performance Rights under the Performance Rights Plan. Additionally, the Company believes it to be in the best interests of the Company to preserve the maximum commercial flexibility to issue Shares that is afforded to it by Listing Rule 7.1.

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

RESOLUTION 5 – APPROVAL TO ADOPT NEW PERFORMANCE RIGHTS PLAN

Introduction

Pursuant to Resolution 5, the Company is seeking Shareholder approval to adopt the Performance Rights Plan and approval for any potential future issues of securities pursuant to the Performance Rights Plan as an exception under Listing Rule 7.2, Exception 9(b) to Listing Rule 7.1.

Background and Reasons for the Performance Rights Plan

The Company has conducted a review of its remuneration policy which has resulted in the Company, in conjunction with the use of options, to adopt the Performance Rights Plan, which will allow the Company to grant different types of appropriately structured performance-based awards to eligible participants, depending upon the prevailing circumstances and having regard to market practices generally.

The Performance Rights Plan is designed to provide incentives to the eligible participants of the Company, including Directors of the Company who hold a salaried employment or office in the Company, and to recognise their contribution to the Company’s success. Under the Company’s current circumstances the Directors consider that the use of Performance Rights are a cost effective and efficient incentive for the Company as opposed to relying solely on alternative forms of incentives such as the issue of options, cash bonuses or increased remuneration. To enable the Company to secure and retain key employees who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Performance Rights Plan is designed to achieve this objective by encouraging long term

employment with the Company and continued improvement in performance over time and encouraging personnel to acquire and retain an interest in the Company.

The Performance Rights Plan provides for the issue of Performance Rights which, upon a determination by the Board that performance conditions attached to the Performance Rights have been met, will result in the issue of one ordinary share in the Company for each Performance Right granted.

ASX Listing Rules

ASX Listing Rule 7.1 prohibits a company from issuing new shares equivalent in number to more than 15% of its issued capital in any 12 month period, except in limited circumstances, without the approval of its shareholders.

Exception 9 of Listing Rule 7.2 allows the Company to issue securities under the Performance Rights Plan without the issue of such securities being counted towards the Company’s 15% issue capacity under Listing Rule 7.1, where Shareholders have approved the issue of securities under the Performance Rights Plan as an exception to Listing Rule 7.1, within three (3) years prior to the issue of the securities. Resolution 5 is being put to Shareholders for this purpose and will allow the Company to utilise Exception 9 of Listing Rule 7.2 for three (3) years from the date of the Resolution being passed.

A summary of the terms and conditions of the Performance Rights Plan is set out in Annexure B to this Explanatory Memorandum.

Previous Issues and Exercise of Performance Rights

As the Company is adopting the Performance Rights Plan for the first time there has not been any previous issue of Performance Rights under any Performance Rights Plan by the Company.

Further Considerations

The Directors 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

Introduction

Pursuant to Resolution 6, the Company is seeking Shareholder approval to issue an additional 10% of issued capital over a 12 month period in accordance with 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.

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. Pursuant to Listing Rule 7.1A, no Placement Securities will be issued until and unless this Special Resolution is passed at the AGM.

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.

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 $9.21 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 ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 767,479,642 Shares, and therefore has capacity to issue:

(i) 115,121,946 Equity Securities under Listing Rule 7.1; and
(ii) 76,747,964 Equity Securities under Listing Rule 7.1A

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 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 ).

If approval is given for the Additional 10% Placement at the AGM on 26 November 2015 then the approval will expire, on 26 November 2016. In addition, the approval under Resolution 6 for the issue of the Placement Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities of the Company) or Listing Rule 11.2 (the disposal of the main undertaking of the Company) before the anniversary of the AGM.

Information on Allotment

If Resolution 6 is passed and the Company issues any Placement Securities under Listing Rule 7.1A, the Company will give to ASX:

(i) a list of allottees of the Placement Securities and the number of Placement Securities allotted to each (this list will not be released to the market); and
(ii) the following information required by rule 3.10.5A, will be released to the market on the date of issue:
a. details of the dilution to the existing holders of Equity Securities caused by the issue;
b. where the Equity Securities are issued for cash consideration, a statement of the reasons why the Company issued the Equity Securities as a placement under rule 7.1A and not

as (or in addition to) a pro rata issue or other type of issue in which existing Shareholders would have been eligible to participate;

c. details of any underwriting arrangements, including any fees payable to the underwriter; and
d. any other fees or costs incurred in connection with the issue.

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 $0.0060 (50% decrease in current share price)	Funds Raised based on an issue price of $0.012 (current share price)	Funds Raised based on an issue price of $0.024 (50% Increase in current share price)
767,479,642 (current)	76,747,964	$460,488	$920,975	$1,841,951
1,151,219,463 (50% increase)	115,121,946	$690,732	$1,381,463	$2,762,927
1,534,959,284 (100% increase)	153,495,928	$920,976	$1,841,951	$3,683,902

The table above uses the following assumptions:

Resolution 6 is passed.
The current shares on issue are the Shares on issue as at 19 October 2015.
The share price set out above is the closing price of the Shares on the ASX on 19 October 2015.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
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.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
The issued capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 19 October 2015.

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 (if any).
No options or performance rights are exercised into shares before the date of the issue of the Equity Securities under Listing Rule 7.1A.
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.
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.

which may have an effect on the amount of funds raised by the issue of the Placement Securities.

Purpose of Issue under 10% Placement Capacity – Listing Rule 7.3A.4

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

(i) for 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 (including payment of expenses associated with the issue of Placement Securities); or
(ii) for 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 party of the Company. Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the Additional 10% Placement will be vendors of the new assets or investments.

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).

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 26 November 2014. 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 2014).

Listing Rule 7.3A.6(a): The total equity securities issued in the 12 months preceding the date of the Meeting (until 20 October 2015 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	760,216,638 Shares 18,400,000 Unlisted Options (exercisable between $0.03 and $0.326, expiring between 7 September 2015 and 20 March 2018)
Equity securities issued in the preceding 12 month period	7,263,004 Shares 21,000,000 Unlisted Options
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period	1.0% increase in Shares

Listing Rule 7.3A.6(b): Details of equity securities issued in the previous 12 months until 20 October 2015 (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 Shares under the Director & Executive Staff Salary Sacrifice Plan (Salary Sacrifice Plan)	23-Dec-14	2,402,372	Certain eligible Directors or Executive Staff under the Salary Sacrifice Plan	$0.0059 which was the VWAP calculated over the 5 previous Trading Days and a discount of $0.0021 (26.25%) to the market price of $0.008 on the date of issue	Issued for non-cash consideration under the Salary Sacrifice 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$14,174.

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	Private placement of securities	23-Dec-14	3,160,000	Mr Richard Seville	$0.012 which was a premium to the market price of $0.008 on the date of issue	$37,920 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	Issue of Shares under the Salary Sacrifice Plan	5-Mar-15	1,700,632	Certain eligible Directors or Executive Staff under the Salary Sacrifice Plan	$0.0051 which was the VWAP calculated over the 5 previous Trading Days and a premium to the market price of $0.005 on the date of issue	Issued for non-cash consideration under the Salary Sacrifice 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 $8,673.22.
Options	Exercise price: $0.012 per Option Expiry Date: 31- Jul-18 Options vest automatically on date of issue	Incentivise Key Personnel	26-Aug-15	1,000,000	Certain Key Personnel of the Company	Nil	Nil
Options	Exercise price: $0.0125 per Option Expiry Date: 31- Jul-19 Options vest automatically on date of issue	Incentivise Key Personnel	26-Aug-15	10,000,000	Certain Key Personnel of the Company	Nil	Nil
Options	Exercise price: $0.015 per Option Expiry Date: 31- Jul-19 Options vest automatically on date of issue	Incentivise Key Personnel	26-Aug-15	10,000,000	Certain Key Personnel of the Company	Nil	Nil

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

INTERPRETATION

Advisory Resolution means a Resolution which, the result of voting by shareholders, does not bind the Company.

Annual General Meeting, AGM or Meeting means the annual general meeting of the Company to be held on 26 November 2015.

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

ASIC means the Australian Securities and Investments Commission.

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

Board means the board of Directors of the Company.

Business Day means a day on which all banks are open for business generally in Brisbane.

Chairperson or Chair means the person chairing the Meeting.

Closely Related Party (as defined in section 9 of 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 the definition of closely related party.

Company or Elementos means Elementos Limited ACN 138 468 756.

Corporations Act means the Corporations Act 2001 (Cth).

Constitution means the constitution of the Company from time to time.

Directors mean the directors of the Company.

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

Employee Share and Option Plan is the employee share and option plan of the Company which is summarised in Annexure A.

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 or KMP 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 as amended from time to time.

Market Price means the closing market price as that term is defined 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.

Options mean options to acquire or subscribe for Shares.

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

Performance Rights means the performance rights issued under the Performance Rights Plan.

Performance Rights Plan means the performance rights plan which is summarised in Annexure B.

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 2015 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.

Annexure A

Summary of the key terms of the Employee Share and Option Plan

The Plan is to extend to Eligible Persons or Eligible Associate (as the case may be) of Elementos Limited ACN 138 468 756 ( the Company ) or an Associated Body Corporate of the Company as the Board may in its discretion determine.
The total number of Securities which may be offered by the Company under this Plan shall not at any time exceed 5% of the Company’s total issued Shares when aggregated with the number of Securities issued or that may be issued as a result of offers made at any time during the previous 3 year period under:
(a) an employee incentive scheme covered by ASIC CO 14/1000; or
(b) an ASIC exempt arrangement of a similar kind to an employee incentive scheme.
The Shares are to be issued at a price determined by the Board.
The Options are to be issued for no consideration.
The exercise price of an Option is to be determined by the Board at its sole discretion.
The Option Commencement Date will be any such date or dates with respect to the Options or tranches of Options (as the case may be) as may be determined by the Board prior to the issuance of the relevant Options.
The Option Period commences on the Option Commencement Date and ends on the earlier of:
(a) the expiration of such period nominated by the Board at its sole discretion at the time of the grant of the Option but being not less than 2 years; or
(b) if an Eligible Person’s employment or engagement with the Company or an Associated Body Corporate ceases because of an Uncontrollable Event, the earlier of:
- (1) the expiry of the Option Period; or
- (2) 6 months (or such other period as the Board shall, in its absolute discretion, determine) from the date on which the Eligible Person ceased that employment or engagement; or
(c) if an Eligible Person’s employment or engagement with the Company or an Associated Body Corporate ceases because of a Controllable Event:
- (1) the expiry of the Option Period; or
- (2) 3 months (or such other period as the Board shall, in its absolute discretion, determine) from the date on which the Eligible Person ceased that employment or engagement; or
(d) the Eligible Person ceasing to be employed or engaged by the Company or an Associated Body Corporate of the Company due to fraud, dishonesty or being in material breach of their obligations to the Company or an Associated Body Corporate.

Eligibility to participate is determined by the Board. Eligibility is restricted to Eligible Persons (or their Eligible Associates where applicable) of the Company or an Associated Body Corporate of the Company. The Board is entitled to determine:
(a) subject to paragraph 2, the total number of Shares and Options to be offered in any 1 year to Eligible Persons or Eligible Associates;
(b) the Eligible Persons to whom offers will be made; and
(c) the terms and conditions of any Shares and Options granted, subject to the Plan.
In respect of Options, Option holders do not participate in dividends or in bonus issues unless the Options are exercised.
Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. The Company will, where required pursuant to the ASX Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the Options, in accordance with the requirements of the ASX Listing Rules.
In the event of a pro rata issue (except a bonus issue) made by the Company during the term of the Options the Company may adjust the exercise price for the Options in accordance with the formula in the terms of the Plan.
The Board has the right to vary the entitlements of Participants to take account of the effect of capital reorganisations, bonus issues or rights issues.
The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of Shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.
The Board may impose as a condition of any offer of Shares and Options under the Plan any restrictions on the transfer or encumbrance of such Shares and Options as it determines.
The Board may vary the Plan.
The Plan is separate to and does not in any way form part of, vary or otherwise affect the rights and obligations of an Eligible Person under the terms of his or her employment or arrangement.
At any time from the date of an Offer until the Acceptance Date of that Offer, the Board undertakes that it shall provide information as to:
(a) the Current Market Price of the Shares; and
(b) the acquisition price of the Shares or Options offered where this is calculated by reference to a formula, as at the date of the Offer,

to any Participant within 3 Business Days of a written request to the Company from that Participant to do so.

Any Offer made pursuant to this Plan will specify whether subdivision 83A-C of the applicable Tax Laws applies to that Offer such that any tax payable by a Participant under the Offer will be deferred to the applicable deferred taxing point described in that subdivision.

In this Plan:

Controllable Event means cessation of employment or engagement other than by an Uncontrollable Event.

Uncontrollable Event means:

(a) death, serious injury, disability or illness which renders the Eligible Person incapable of continuing their employment or engagement (or providing the services the subject of the engagement) with the Company or Associated Body Corporate;
(b) forced early retirement, retrenchment or redundancy; or
(c) such other circumstances which results in an Eligible Person leaving the employment of or ceasing their engagement with the Company or Associated Body Corporate and which the Board determines is an Uncontrollable Event.

Annexure B

Summary of the key terms of the Performance Rights Plan	Summary of the key terms of the Performance Rights Plan
Plan Overview	The Performance Rights Plan (thePlan) is to extend to Eligible Persons of the Company as the Board may in its discretion determine. The Plan is a long term incentive aimed at creating a stronger link between both an Eligible Person’s performance and reward, whilst increasing Shareholder value in the Company.
Eligible Person and Eligible Associate	A Director, Employee, Contractor or Prospective Participant (or the Eligible Associate of such person) of the Company or an Associated Body Corporate who the Board determines to be eligible to participate in the Plan. An Eligible Associate is; (a) an immediate family member of an Eligible Person; (b) a company whose members comprise no persons other than the Eligible Person or immediate family members of the Eligible Person; or (c) a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993) where the Eligible Person is a director of the trustee.
Participant	An Eligible Person or an Eligible Associate who applies and becomes a member of the Plan is a Participant.
Plan limit	The total number of Performance Rights to be issued by the Company under the Plan shall not at any time exceed 5% of the Company’s total issued share capital when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under: a) an employee incentive scheme covered by ASIC CO 14/1000; or b) an ASIC exempt arrangement of a similar kind to an employee incentive scheme.
Acceptance of Invitation to Participate in the Plan	An Invitation to participate in the Plan may be accepted by an Eligible Person (to whom the invitation is made), by delivering to the Company written acceptance in the form determined by the Board and stated in the letter of Invitation. An Eligible Person who receives an Invitation may renounce the invitation in favour of the Invitation being made to an Eligible Associate.
Performance Hurdles	The Board will determine in its absolute discretion whether any performance hurdles or other conditions (including as to time) will be required to be met (Performance Hurdles) before the Performance Rights which have been granted under the Plan can vest. Performance Rights will vest upon the satisfaction of the Performance Hurdles.
Issue Price	A Participant will not pay any consideration for the grant of Performance Rights.
Exercise Price	No amount shall be payable by a Participant on the exercise of a Vested Performance Right.
Exercise Period	The terms for exercise, including the exercise period, are stated in the Invitation, however the exercise period must not exceed seven years unless otherwise determined by the Board of Directors of the Company.

Summary of the key terms of the Performance Rights Plan

Lapse

A Performance Right lapses, to the extent that it has not been exercised, on the earlier to occur:

the date on which the Board makes a determination that the Performance Hurdles have not been satisfied;
the date on which the Board makes a determination that a Participant acts fraudulently or dishonestly or is in material breach of his or her obligations to the Company or an Associated Body Corporate; or
in the event of a Change in Control Event (being a scheme of arrangement, takeover bid, or ability to replace all or a majority of the Directors), the last day specified in writing in a notice given by the Board to each Participant, that he or she may exercise Vested Performance Rights;
if an Eligible Person’s employment or engagement with the Company or Associated Body Corporate ceases because of:
death, serious injury, disability or illness which renders the Eligible Person incapable of continuing their employment or engagement (or providing the services the subject of the engagement) with the Company or Associated Body Corporate;
forced early retirement, retrenchment or redundancy; or
such other circumstances which results in a Eligible Person leaving the employment of or ceasing their engagement with the Company or Associated Body Corporate and which the Board determines is an Uncontrollable Event;,

(each an Uncontrollable Event ), the earlier of:

the Last Exercise Date; or
the date that is 3 months from the date of cessation of employment or engagement;
if an Eligible Person’s employment or engagement with the Company or Associated Body Corporate ceases for reasons other than due a Uncontrollable Event: o in respect of a vested Performance Right: § the Last Exercise Date; or § 3 months from the date of cessation of employment or engagement; or
o in respect of an unvested Performance Right the date of cessation of employment or engagement;
and
• the day ending at 5.00pm (Brisbane time) on the date which is 84 months following the date of issue of the Performance Rights, unless otherwise determined by the Board.

Summary of the key terms of the Performance Rights Plan

Summary of the key terms of the Performance Rights Plan	Summary of the key terms of the Performance Rights Plan
Rights and restrictions of Performance Rights	• Performance Rights issued pursuant to the Plan have no rights to dividends or other distributions and no rights to vote at meetings of the Company until that Performance Right is exercised and the holder of the Performance Rights is a Shareholder in the Company; • Shares acquired upon exercise of the Performance Rights will upon allotment rank pari passu in all respects with other Shares, except as set out in the Plan; • If there are certain variations of the share capital of the Company including a capitalisation or rights issue, sub-division, consolidation or reduction in share capital, a demerger (in whatever form) or other distribution in specie, the Board may make such adjustments as it considers appropriate; • Performance Rights will not be quoted on the ASX. The company will apply for quotation of the exercised Shares on the ASX within ten Business Days after the date of allotment of those Shares; and • A Performance Right does not confer on the Participant the right to participate in a new issues of Shares by the Company, including by way of bonus issue, rights issue or otherwise.
Assignability	Except on the death of a Participant, Performance Rights may not be transferred, assigned or novated except with the approval of the Board
Administration	The Plan is administered by the Board, which has the discretion (exercised reasonably and in good faith) to determine appropriate procedures for its administration and resolve questions of fact or interpretation and formulate special terms and conditions (subject to the Listing Rules, including any waiver granted by ASX) in addition to those set out in the Plan.
Change of Control	Where there is publicly announced any proposal in relation to the Company which the Board reasonably believes may lead to a Change in Control Event: a) all of the Participant’s Unvested Performance Rights, that have not lapsed, will become Vested Performance Rights; and b) the Board shall promptly notify each Participant in writing that he or she may, within the period specified in the notice, exercise Vested Performance Rights. Control Eventmeans any of the following: a) the Company entering into a scheme of arrangement with its creditors or Shareholders or any class thereof pursuant to section 411 of the Corporations Act; b) the commencement of a bid period (as defined in the Corporations Act) in relation to the Company to acquire any Share where the takeover bid extends to Shares issued and allotted after the date of the takeover bid; or c) when a person or group of associated persons having a relevant interest in, subsequent to the adoption of these Rules, sufficient Shares in the Company to give it or them the ability, in general meeting, to replace all or a majority of the Directors in circumstances where such ability was not already held by a person associated with such person or group of associated persons,
Amendments	The Board may amend the Plan at any time, but may not do so in a way which materially reduces the rights of Participants’ existing rights without their consent, unless the amendment is to comply with the law, to correct an error or similar.
Termination and suspension	The Plan may be terminated or suspended at any time by resolution of the Directors without notice to the Participants.

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.

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 Tuesday, 24 November 2015. 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.

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All Correspondence to:

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

7 By Fax: +61 2 9290 9655

: Online: www.boardroomlimited.com.au

( By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

before 12:00pm (Brisbane Time) on Tuesday, 24 October 2015 STEP 3 SIGN THE FORM The form must be signed as follows: Individual: This form is to be signed by the securityholder. Joint Holding sign. Power of Attorney: form when you return it. Companies: Company Secretary, this form should be signed by that person. held by signing in the appropriate place. STEP 4 LODGEMENT than 48 hours before the commencement of the meeting, therefore by Time) on Tuesday, 24 October 2015. valid for the scheduled meeting. Proxy forms may be lodged using the enclosed Reply Paid Envelope or: it is not voted on a poll at the Meeting, the proxy 7 By Fax + 61 2 9290 9655 * By Mail Boardroom Pty Limited GPO Box 3993, a member of the Sydney NSW 2001 Australia Level 12, 225 George Street, In Person Sydney NSW 2000 Australia

YOUR VOTE IS IMPORTANT

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM

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Indicate who you want to appoint as your Proxy. The form must be signed as follows:
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: This form is to be signed by the securityholder.
appoint someone other than the Chair of the Meeting as your proxy please write the full Joint Holding : where the holding is in more than one name, all the securityholders should
name of that individual or body corporate. If you leave this section blank, or your named sign.
proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy Power of Attorney: to sign under a Power of Attorney, you must have already lodged it
need not be a security holder of the company. Do not write the name of the issuer with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this
company or the registered securityholder in the space. form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a
Appointment of a Second Proxy Company Secretary. Where the company has a Sole Director who is also the Sole
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to Company Secretary, this form should be signed by that person. Please indicate the office
appoint a second proxy, an additional Proxy Form may be obtained by contacting the held by signing in the appropriate place.
company’s securities registry or you may copy this form.
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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.

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 12:00pm (Brisbane Time) on Tuesday, 24 October 2015. 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:

Default to Chair

If you have given a directed proxy and it is not voted on a poll at the Meeting, the proxy will default to the Chair of the Meeting, who is required to vote the proxy as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel of the company.

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.

Attending the Meeting

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

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.

For your vote to be effective it must be recorded before 12:00pm (Brisbane Time) on Tuesday, 24 October 2015

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

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STEP 1 APPOINT A PROXY
I/We being a member/s of Elementos Limited (Company) and entitled to attend and vote hereby appoint:
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
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 7, 1 Eagle Street, BRISBANE QLD on Thursday 26 November 2015 at 12:00pm (Brisbane Time) 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 Resolutions 1, 4 or 5 I/we expressly authorise the Chair
of the Meeting to exercise my/our proxy in respect of that Resolution even though Resolutions 1, 4 & 5 are connected with the remuneration of a member of the key
management personnel of Elementos Limited.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1, 4 & 5). If you wish to appoint the Chair of the
Meeting as your proxy with a direction to vote for, against, or to abstain from voting on an item, you must provide a direction by marking the ‘For’, 'Against' or 'Abstain' box
opposite that Resolution.
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.
For Against Abstain
Resolution 1 To Adopt the Remuneration Report
Resolution 2 Re-election of Mr Calvin Treacy as a Director
Resolution 3 Election of Mr Richard Anthon as a Director
Resolution 4 Approval to adopt new Employee Share and Option Plan
Resolution 5 Approval to adopt new Performance Rights Plan
Resolution 6 Approval to issue an additional 10% of the issued capital (special resolution)
STEP 3 SIGNATURE OF SHAREHOLDERS
This form must be signed to enable your directions to be implemented.
SAMPLE
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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2015
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ELEMENTOS LIMITED — AGM Information 2015

64837_rns_2015-10-22_1845e423-6a28-4b53-ae9e-63c71c8559ed.pdf