ELEMENTOS LIMITED - AGM Information 2022

Elementos Limited Level 7, 167 Eagle St ABN 49 138 468 756 Brisbane Queensland 4000 ASX: ELT Phone +61 (0)7 2111 1110 elementos.com.au [email protected]

14 October 2022

Dear Shareholder

Annual General Meeting

Elementos Limited ACN 138 468 756 ( Company or Elementos ) invites you to attend its 2022 Annual General Meeting of shareholders ( Shareholders ) ( AGM ) to be held at the offices of Piper Alderman, Level 26, Riparian Plaza, 71 Eagle Street, Brisbane, Queensland on Tuesday 15 November 2022 commencing at 10.30am (AEST).

Please be advised that in accordance with the new provisions of the Corporations Act, the Company will not be sending hard copies of the notice of meeting in respect of the AGM ( Notice of Meeting ). Instead, the Notice of Meeting can be viewed and downloaded from the Company’s website on its ASX announcements page: https://www.elementos.com.au/asx-announcements/

Elementos encourages those Shareholders who cannot attend the AGM to lodge their proxy forms prior to the AGM. A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company’s share registry:

Internet: https://www.votingonline.com.au/elementosagm2022 Post: Elementos Limited, C/- Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia In Person: Until 28 October - Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 From 31 October - Boardroom Pty Limited, Level 8, 210 George Street, Sydney NSW 2000 Fax: +61 2 9290 9655

Your proxy voting instructions must be received by 10:30am (AEST) on 13 November 2022 being not less than 48 hours before the commencement of the AGM. Any proxy voting instructions received after that time will not be valid for the AGM.

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry Boardroom Pty Limited on 1300 737 760 (+61 2 9290 9600 from outside Australia) or via [email protected].

The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the AGM. If any changes are required, the details will be made available through an announcement to the ASX.

Elementos’ Board has authorised the release of this announcement to the market.

For further information, please contact:

Mr Duncan Cornish Company Secretary Phone: +61 (0)7 2111 1110 [email protected]

ASX:ELT

Shareholder communications

Receiving your shareholder communications electronically is the best way to stay informed and will assist Elementos with minimising paper usage. If you haven’t already, we encourage you to make the switch to paperless communications and provide us with your email address. To make the change, login to www.investorserve.com.au, add your email address via ‘My Details’ on the left-hand side of the screen and click ‘Communication Options’ to select the communication options you would like to set to email.

You can make a standing election as to how you would like to receive certain documents including annual reports, meetingrelated documents (for example notices of meeting and proxy/voting forms) and payment statements.

You can also make a one-off request to receive a document in physical or electronic form by contacting the registry on [email protected]

You will also be able to access Shareholder Documents such as our Annual Report, Notice of Meeting and other documents relating to shareholder meetings when they are published on our website or made available on the ASX platform.

ELEMENTOS

ELEMENTOS LIMITED ACN 138 468 756

Notice of 2022 Annual General Meeting and Explanatory Memorandum

Date of Meeting: 15 November 2022 Time of Meeting: 10:30am Place of Meeting : Piper Alderman Level 26 Riparian Plaza 71 Eagle Street Brisbane Qld 4000

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Elementos Limited ACN 138 468 756 ( Company ) will be held physically at Level 26, Riparian Plaza, 71 Eagle Street, Brisbane, Qld 4000 on 15 November 2022 at 10:30am (AEST).

Capitalised terms used in this Notice of Meeting and the Explanatory Memorandum have the meaning ascribed to them in the Glossary contained at the end of the Explanatory Memorandum.

This Notice of Meeting should be read in its entirety, together with the Explanatory Memorandum and the enclosed proxy form.

Financial Reports

To receive and consider the Company’s Annual 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 2022. 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, to pass, with or without amendment, the following resolution as an Advisory Resolution:

“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 2022 (as set out in the Directors’ Report) be adopted.”

Note : The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company. Voting exclusion : The Company will disregard any votes cast on Resolution 1 by, or on behalf of, any person who is either a member of the Key Management Personnel, for whom details of their remuneration are included in the Remuneration Report, or a Closely Related Party of such a member, unless:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or
(b) it is cast by the Chair as proxy for a person who is entitled to vote, and the appointment of the Chair as proxy:
(1) does not specify the way the proxy is to vote on this Resolution; and
(2) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Additionally, the Company will disregard any votes cast on Resolution 1 by any person appointed as a proxy by any person who is either a member of the Key Management Personnel or a Closely Related Party of such a member, unless:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In

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particular, Shareholders who intend to appoint the Chair as their proxy (including an appointment by default) are encouraged to direct the Chair as to how to vote on all Resolutions.

If the Chair is appointed, or is taken to have been appointed, as your proxy, you can direct the Chair to vote for, against or abstain from voting on Resolution 1 by marking the appropriate box opposite Resolution 1 on the Proxy Form.

However, if the Chair is your proxy and you do not direct the Chair how to vote, you will be deemed to have directed, and expressly authorised, the Chair to vote your proxy in favour of Resolution 1. This express authorisation acknowledges that the Chair may vote your proxy even though:

(a) Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; or
(b) the Chair may have an interest in Resolution 1.

ORDINARY BUSINESS

2. Resolution 2 – Re-Election of Andrew Greig

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

“That Mr Andrew Greig, who retires by rotation under the Company’s constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, is re-elected as a director.”

3. Resolution 3 – Re-Election of Joe David

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

“That Mr Joe David, who was appointed as a director to fill a casual vacancy and, being eligible, offers himself for re-election, is re-elected as a director.”

4. Resolution 4 – Approval of Employee Share and Option Plan

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

“That, for the purposes of Exception 13(b) of Listing Rule 7.2 and for all other purposes, the Employee Share and Option Plan and the issue of up to 8,906,449 of securities in accordance with the Employee Share and Option Plan in accordance with the terms set out in the Explanatory Memorandum, be approved.”

Voting exclusion : The Company will disregard any votes cast in favour of the Resolution 4 by or on behalf of a person who is eligible to participate in the Employee Share and Option Plan and any of their Associates. However, the Company need not disregard a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on Resolution 4 in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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(1) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 4; and
(2) the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way

The Company will disregard any votes cast on Resolution 4 by any person appointed as a proxy by any person who is either:

(a) a member of the KMP; or
(b) a Closely Related Party of a member of the KMP,

and the appointment does not specify the way the proxy is to vote on the Resolution.

However this does not apply to a vote cast in favour of the Resolution if:

(a) it is cast by the Chair of the meeting; and
(b) the appointment 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 KMP for the Company.

Further, in accordance with the Corporations Act, a vote must not be cast on Resolution 4 (and will be taken not to have been cast if cast contrary to this restriction) by any participants or potential participants in the ESOP and their Associates, otherwise the benefit of Resolution 4 will be lost by such a person in relation to that person’s future retirement. However, a vote may be cast by such a person if: (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on Resolution 4; and (b) it is not cast on behalf of the person or an Associate of the person.

5. Resolution 5 – Approval of Performance Rights Plan

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

“That, for the purposes of Exception 13(b) of Listing Rule 7.2 and for all other purposes, the Performance Rights Plan and the issue of up to 8,906,449 Performance Rights in accordance with the terms set out in the Explanatory Memorandum, be approved.”

Voting exclusion : The Company will disregard any votes cast in favour of the Resolution 5 by or on behalf of a person who is eligible to participate in the Performance Rights Plan and any of their Associate. However, the Company need not disregard a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on Resolution 5 in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on Resolution 5 in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(1) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 5; and
(2) the holder votes on Resolution 5 in accordance with directions given by the

Notice of Annual General Meeting

beneficiary to the holder to vote in that way

The Company will disregard any votes cast on Resolution 5 by any person appointed as a proxy by any person who is either:

(a) a member of the KMP; or
(b) a Closely Related Party of a member of the KMP,

and the appointment does not specify the way the proxy is to vote on the Resolution.

However this does not apply to a vote cast in favour of the Resolution if:

(a) it is cast by the Chair of the meeting; and
(b) the appointment 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 KMP for the Company.

Further, in accordance with the Corporations Act, a vote must not be cast on Resolution 5 (and will be taken not to have been cast if cast contrary to this restriction) by any participants or potential participants in the Performance Rights Plan and their Associates, otherwise the benefit of Resolution 5 will be lost by such a person in relation to that person’s future retirement. However, a vote may be cast by such a person if: (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on Resolution 5; and (b) it is not cast on behalf of the person or an Associate of the person.

6. Resolution 6 – Approval to Issue 360,000 Options to Mr Andrew Greig (or his nominated Associate)

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, the issue of 360,000 Options, having an exercise price of $1.10 and expiry date of 31 May 2025, to Mr Andrew Greig (or his nominated Associate) in accordance with the terms set out in the Explanatory Memorandum, be approved."

Voting exclusion : The Company will disregard any votes cast on Resolution 6 by Mr Greig (or his nominated Associate) and any other person who will obtain a material benefit as a result of the issue of the Shares and Options pursuant to Resolution 6, except a benefit arising solely from their capacity as a holder of Shares, and any of their respective Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on Resolution 6 in that way, or it is cast by the Chair as a proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote as the Chair decides or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 6; and (b) the holder votes on Resolution 6 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Company will disregard any votes cast on Resolution 6 by any person appointed as a proxy by any person who is either:

(a) a member of the KMP; or
(b) a Closely Related Party of a member of the KMP,

Notice of Annual General Meeting

and the appointment does not specify the way the proxy is to vote on the Resolution.

However this does not apply to a vote cast in favour of the Resolution if:

(a) it is cast by the Chair; and
(b) the appointment 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 KMP for the Company.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In particular, Shareholders who intend to appoint the Chair as their proxy (including an appointment by default) are encouraged to direct the Chair as to how to vote on all Resolutions.

If the Chair is appointed, or is taken to have been appointed, as your proxy, you can direct the Chair to vote for, against or abstain from voting on Resolution by marking the appropriate box opposite Resolution 6 on the Proxy Form.

However, if the Chair is your proxy and you do not direct the Chair how to vote, you will be deemed to have directed, and expressly authorised, the Chair to vote your proxy in favour of Resolution 6. This express authorisation acknowledges that the Chair may vote your proxy even though:

(a) Resolution 6 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; or
(b) the Chair may have an interest in Resolution 6.

7. Resolution 7 – Approval to Issue 360,000 Options to Mr Corey Nolan (or his nominated Associate)

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, the issue of 360,000 Options, having an exercise price of $1.10 and expiry date of 31 May 2025, to Mr Corey Nolan (or his nominated Associate) in accordance with the terms set out in the Explanatory Memorandum, be approved."

Voting exclusion : The Company will disregard any votes cast on Resolution 7 by Mr Nolan (or his nominated Associate) and any other person who will obtain a material benefit as a result of the issue of the Shares and Options pursuant to Resolution 7, except a benefit arising solely from their capacity as a holder of Shares, and any of their respective Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on Resolution 7 in that way, or it is cast by the Chair as a proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote as the Chair decides or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 7; and (b) the holder votes on Resolution 7 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Company will disregard any votes cast on Resolution 7 by any person appointed as a proxy by any person who is either:

(a) a member of the KMP; or

Notice of Annual General Meeting

(b) a Closely Related Party of a member of the KMP,

and the appointment does not specify the way the proxy is to vote on the Resolution.

However this does not apply to a vote cast in favour of the Resolution if:

(a) it is cast by the Chair; and
(b) the appointment 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 KMP for the Company.

However, if the Chair is your proxy and you do not direct the Chair how to vote, you will be deemed to have directed, and expressly authorised, the Chair to vote your proxy in favour of Resolution 7. This express authorisation acknowledges that the Chair may vote your proxy even though:

(a) Resolution 7 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; or
(b) the Chair may have an interest in Resolution 7.

8. Resolution 8 – Approval to Issue 360,000 Options to Mr Calvin Treacy (or his nominated Associate)

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, the issue of 360,000 Options, having an exercise price of $1.10 and expiry date of 31 May 2025, to Mr Calvin Treacy (or his nominated Associate) in accordance with the terms set out in the Explanatory Memorandum, be approved."

Voting exclusion : The Company will disregard any votes cast on Resolution 8 by Mr Treacy (or his nominated Associate) and any other person who will obtain a material benefit as a result of the issue of the Shares and Options pursuant to Resolution 8, except a benefit arising solely from their capacity as a holder of Shares, and any of their respective Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on Resolution 8 in that way, or it is cast by the Chair as a proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote as the Chair decides or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 8; and (b) the holder votes on Resolution 8 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Company will disregard any votes cast on Resolution 8 by any person appointed as a proxy by any person who is either:

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(a) a member of the KMP; or
(b) a Closely Related Party of a member of the KMP,

and the appointment does not specify the way the proxy is to vote on the Resolution.

However this does not apply to a vote cast in favour of the Resolution if:

(a) it is cast by the Chair; and
(b) the appointment 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 KMP for the Company.

However, if the Chair is your proxy and you do not direct the Chair how to vote, you will be deemed to have directed, and expressly authorised, the Chair to vote your proxy in favour of Resolution 8. This express authorisation acknowledges that the Chair may vote your proxy even though:

(a) Resolution 8 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; or
(b) the Chair may have an interest in Resolution 8.

9. Resolution 9 – Approval to Issue 360,000 Options to Mr Brett Smith (or his nominated Associate)

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, the issue of 360,000 Options, having an exercise price of $1.10 and expiry date of 31 May 2025, to Mr Brett Smith (or his nominated Associate) in accordance with the terms set out in the Explanatory Memorandum, be approved."

Voting exclusion : The Company will disregard any votes cast on Resolution 9 by Mr Smith (or his nominated Associate) and any other person who will obtain a material benefit as a result of the issue of the Shares and Options pursuant to Resolution 9, except a benefit arising solely from their capacity as a holder of Shares, and any of their respective Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on Resolution 9 in that way, or it is cast by the Chair as a proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote as the Chair decides or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 9; and (b) the holder votes on Resolution 9 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Company will disregard any votes cast on Resolution 9 by any person appointed as a proxy by

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any person who is either:

(a) a member of the KMP; or
(b) a Closely Related Party of a member of the KMP,

and the appointment does not specify the way the proxy is to vote on the Resolution.

However this does not apply to a vote cast in favour of the Resolution if:

(a) it is cast by the Chair; and
(b) the appointment 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 KMP for the Company.

However, if the Chair is your proxy and you do not direct the Chair how to vote, you will be deemed to have directed, and expressly authorised, the Chair to vote your proxy in favour of Resolution 9. This express authorisation acknowledges that the Chair may vote your proxy even though:

(a) Resolution 9 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; or
(b) the Chair may have an interest in Resolution 9.

SPECIAL BUSINESS

10. Resolution 10 – 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 : The Company will disregard any votes cast on Resolution 10 by, or on behalf of, any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue, except a benefit arising solely from their capacity as a holder of Shares, and any of their respective Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the resolution in that way, or it is cast by the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote as the Chair decides or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded

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from voting, and is not an associate of a person excluded from voting on the resolution; and (b) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. However, as at the date of this Notice of Meeting, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, as at the date of this Notice of Meeting, no existing Shareholders will be excluded from voting on Resolution 10.

11. Resolution 11 – Approval of Changes to Company’s Constitution

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

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes the Constitution of the Company be amended as described in the attached Explanatory Memorandum, with effect from the close of this meeting.”

By order of the Board Mr Duncan Cornish Company Secretary Elementos Limited 13 October 2022

Explanatory Memorandum

The following notes and the Explanatory Memorandum form part of the Notice of Meeting.

Voting and Attendance Entitlement

The Board has determined that those persons who are registered as holding Shares as at 10:30am (AEST) on 13 November 2022, will be entitled to attend and vote at the Meeting.

Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

If more than one joint holder of a Share is present at the Meeting (whether personally, by proxy, by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Action to be Taken by Shareholders

A Shareholder who is entitled to attend and vote at the Meeting may appoint a person, who need not be a Shareholder of the Company, as the Shareholder’s proxy to attend and vote on behalf of the Shareholder.

least 48 hours before the Meeting, being no later than 10:30am (AEST) on 13 November 2022 to:

(a) if online: https://www.votingonline.com.au/eltagm2022
(b) if by fax: on +61 2 9290 9655; or

If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

Corporate Representatives

A Shareholder which is a corporation may appoint an individual to act as its representative to attend and vote at the Meeting. The appointment must comply with section 250D of the Corporations Act, meaning that Company will require a Certificate of Appointment of Corporate Representative executed in accordance with section 250D of the Corporations Act. The completed certificate should be lodged with Company’s share registry before the Meeting or at the registration desk on the day of the Meeting.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If in respect of any of the items of business you do not direct your proxy how to vote, you are directing your proxy to vote as he or she decides.

If you mark the abstain box for a particular item you are directing your proxy to not vote on your behalf and your Shares will not be counted in computing the required majority in the event of a poll.

For proxies without voting instructions that are exercisable by the Chair, the Chair intends to vote those proxies in favour of the Resolutions. The Chair will be deemed to be appointed where a signed proxy form is returned that does not contain the name of the proxy or where the person appointed on the form is absent from the Meeting.

A proxy form accompanies this Notice of Meeting. Should you wish to appoint a proxy, please complete the proxy form and return it at

Polls

In the event that a poll is demanded, every Shareholder shall have one vote for every Share registered in their name as at 7pm (AEST) on 13 November 2022.

Required Majority

Resolutions 10 and 11 are Special Resolutions, requiring at least 75% of the votes cast by Shareholders entitled to vote on Resolutions 10 and 11.

Each of Resolutions 1 to 9 (inclusive) are Ordinary Resolutions, requiring a simple majority of the votes cast by Shareholders entitled to vote on them.

General

All Shareholders are invited to attend the Meeting or, if they are unable to attend in person, to sign and return the proxy form to the Company in accordance with the instructions set out on the proxy form.

Shareholders, their proxy or corporate representatives who plan on attending the Meeting are asked to arrive at the venue at least 30 minutes prior to the time the Meeting is scheduled to commence, so that Shareholders can be checked against the Company’s share

Explanatory Memorandum

If the situation surrounding the global COVID-19 pandemic changes materially between the date of this Notice of Meeting, and the date of the Meeting, the Company may need to change the location of the Meeting, including hosting the meeting entirely virtually. If so, the Company will inform Shareholders of any such change as soon as reasonably practicable prior to the date of the Meeting. Accordingly, Shareholders are encouraged to vote on the resolutions set out in this Notice of Meeting by proxy to ensure their participation.

Explanatory Memorandum

This Explanatory Memorandum contains an explanation of, and information about, the Resolutions to be considered at the General Meeting. Shareholders should read this Explanatory Memorandum in full. This Explanatory Memorandum forms part of the accompanying Notice of Meeting and should be read with the Notice of Meeting.

This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. If you are in any doubt about what to do in relation to the Resolutions, you should consult your financial or other professional adviser.

Capitalised words used in the Notice of Meeting and in this Explanatory Memorandum are defined in the Glossary section at the end of this Explanatory Memorandum. Unless otherwise stated, all references to sums of money, '$' and 'dollars' are references to Australian currency.

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 nonbinding Advisory Resolution.

The Remuneration Report is set out on pages 25-31 of the Directors’ Report section of the Annual Report for the period ending 30 June 2022. The Annual Report is available to download on the Company’s website, www.elementos.com.au.

The Remuneration Report:

(a) explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the Company;
(b) explains the relationship between the Board’s remuneration policy and the Company’s performance;
(c) sets out remuneration details for each member of Key Management Personnel of the
Company; and
(d) 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.

At the 2021 Annual General Meeting of the Company, more than 98% of the votes cast were in favour of the Remuneration Report.

In the interests of good corporate governance, the Directors abstain, from making a recommendation in relation to this Resolution 1.

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

Resolution 2 – Re-Election of Mr Andrew Greig

Under clause 8.3 of the Constitution of the Company, one third of the Directors (or, if their number is not a multiple of 3, then the number nearest to but not exceeding one third), and any Director for whom that annual general meeting would be their third annual general meeting or who has been in office for three years since their last appointment, automatically retires and if eligible may stand for re-election.

Mr Greig retires by rotation at the Meeting as he was last re-elected as a director of the Company on 22 November 2019. His qualifications are set out below:

Explanatory Memorandum

“ Mr. Greig has 35 years of experience in the mining and natural resource industry with Bechtel Group Inc., a global engineering, construction and project management company. Mr. Greig has held numerous positions with Bechtel, most recently as SVP and Global Manager of Human Resources. Mr. Greig served on the Bechtel Board as a Director and was President of the Mining and Metals Global Business Unit, centred in Brisbane, Australia for 13 years. ”

The Board does not consider Mr Grieg to be an independent director because Mr Grieg is a substantial shareholder in the Company.

The Directors (Mr Greig abstaining) recommend that Shareholders vote in favour of Resolution 2 and advise that they intend to vote any Shares that they own or control in favour of Resolution 2.

The Chair intends to vote all undirected proxies in favour of Resolution 2.

Resolution 3 – Re-election of Mr Joe David

Clause 8.1 of the Constitution provides that the Directors may, at any time, appoint a director and that any such director shall only hold office until the end of the next annual general meeting of the Company, but shall be eligible for re-election at that meeting.

Mr David was appointed as a director of the Company by the Directors on 27 January 2022, after having served as the Company’s Chief Executive Officer since April 2021, and whose appointment will, absent approval of Resolution 3, cease at the end of the Meeting. His qualifications are set out below:

“ Mr David’s career has spanned executive roles with private equity, listed and private mining companies, an Associate Director within M&A advisory as well running his own project development consulting company. He has managed the development of natural resource projects, bankable feasibility studies, exploration and metallurgical programs, project financing, corporate finance advisory, corporate strategy, and mergers and acquisitions.

Mr David is a Mining Engineer (AusIMM), Civil Engineer and holds a Commerce Degree in Finance. ”

The Directors (Mr David abstaining) recommend that Shareholders vote in favour of Resolution 3 and advise that they intend to vote any Shares that they own or control in favour of Resolution 3.

The Chair intends to vote all undirected proxies in favour of Resolution 3.

Resolution 4 to – Approval of Employee Share and Option Plan

Pursuant to Resolution 4 the Company is seeking shareholder approval to issue securities under its employee share and option plan ( ESOP ), pursuant to exception 13(b) to Listing Rule 7.2, to eligible employees, officers and contractors of the Company and/ or their associated entities ( Eligible Employees ) to assist in the attraction, retention and motivation of those persons, and for those securities to be excluded from the calculation of the number of securities issued for the purposes of ASX Listing Rules 7.1 and 7.1A.

The ESOP was initially adopted by the Company at its 2015 AGM and was refreshed at its 2018 AGM for a further 3 year period.

A summary of the material terms of the ESOP are contained in Annexure A to this Explanatory Memorandum.

Explanatory Memorandum

Shareholder approval of the ESOP and the issue of securities pursuant to the ESOP is being sought for the reasons set out below.

Listing Rules

Listing Rule 7.1 prohibits, subject to certain qualified exceptions, the Company from issuing Equity Securities in excess of the 15% Threshold, unless prior Shareholder approval is obtained. This 15% limit can be increased by a further 10% if the Company’s shareholders pass a resolution in accordance with Listing Rule 7.1A.

Exception 13 to Listing Rule 7.2, provides that the general prohibition contained in Listing Rule 7.1 does not apply to the issue of Equity Securities under an employee incentive scheme (such as the ESOP), if, in the 3 years before the date of the relevant issue, Shareholders have approved the issue of securities under the employee incentive scheme as an exception to Listing Rule 7.1.

Accordingly, Resolution 4 seeks Shareholder approval to adopt the ESOP and issue securities pursuant to it.

If Resolution 4 is passed the Company will be able to issue Equity Securities to Eligible Employees under the ESOP without requiring further shareholder approval for three years from the date of this Meeting, without using the Company’s 15% (and additional 10%, if applicable) placement capacity under Listing Rule 7.1.

If Resolution 4 is not passed, the Company will still be able to issue Equity Securities to Eligible Employees under the ESOP, however, any such issue will be deducted from the Company’s 15% Threshold in Listing Rule 7.1 and 10% Additional Placement Capacity limit in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the date of issue.

Under Listing Rule 10.14, any grant of performance rights under the ESOP to:

a director of the Company;
an associate of a director of the Company; or
a person whose relationship with the Company, the directors of the Company or their associates, is such that, in ASX’s opinion, the acquisition should be approved by security holders,

will require shareholder approval regardless of whether Resolution 4 is passed.

Corporations Act

The Corporations Act restricts the Company from giving certain “benefits” to certain persons (those who hold a managerial or executive office, as defined in the Corporations Act) on ceasing their employment with the Company ( Termination Benefits ), in the absence of prior shareholder approval unless an exemption applies.

The term “benefit” is defined broadly in the Corporations Act and includes benefits arising from the Board exercising its discretion under the rules of the ESOP.

Under the terms of the ESOP and subject to the Listing Rules, the Board possesses the discretion to vary the terms or conditions of the Equity Securities. Notwithstanding any of the foregoing, any amendment to the terms of any granted Equity Securities. As a result of this discretion, the Board has the power to determine that some or all of a participant’s Equity Securities will not lapse in the event of the participant ceasing employment or office before the vesting of their Equity Securities, including as a result of death or total permanent disability.

The exercise of this discretion by the Board may constitute a Termination Benefit for the purposes of the Corporations Act. Accordingly, Resolution 4 also seeks Shareholder approval, for the Company to provide these Termination Benefits to participants in the ESOP.

Explanatory Memorandum

This approval is being sought in respect of any current or future participant in the ESOP, and the Termination Benefits that may arise if and when any participants cease to be employed or engaged by the Company.

For the purposes of Listing Rule 7.2 (Exception 13(b)), the following information is provided in respect of Resolution 4.

respect of Resolution 4.
*Terms of ESOP*	A summary of the terms of the ESOP are set out in Annexure A.
*Prior issue of* *securities pursuant to* *the ESOP since its* *approval at the* *Company’s 2018* *AGM*	No options issued under the ESOP since 2018
*Maximum number of* *securities proposed* *to be issued* *pursuant to the ESOP*	8,906,449
*Explanation of the* *termination* *benefits*	The ESOP contains provisions setting out the treatment of unexercised Options, including the Board’s discretion to waive any exercise conditions attaching to those Options in the event of cessation of employment or engagement by the Company arising from, among other things, death or total permanently disability. As noted above, the exercise of these discretions by the Board will constitute a “benefit” for the purposes of the restrictions contained in the Corporations Act’s regarding Termination Benefits.
*Value of the* *termination* *benefits*	Various matters will or are likely to affect that value of the Termination Benefits that the Board may give under the ESOP and, therefore the value of the Termination Benefits cannot be determined in advance. The value of a particular benefit resulting from the exercise of the Board’s discretion under the ESOP will depend on factors such as the Company’s share price at the time of the exercise of this discretion and the number of Options that the Board decides to waive the vesting conditions in respect of. Some of the factors that may affect the value of the Termination Benefits are as follows: (a) the nature and extent of any vesting conditions waived by the Board; (b) the number of vesting conditions that have been satisfied at the time that the Board exercises this discretion; and the number of unexercised Options or Shares that the participant holds at the time that this discretion is exercised.

The Directors recommend that Shareholders vote in favour of Resolution 4 and advise that they intend to vote the Shares they own or control in favour of it.

Explanatory Memorandum

Resolution 5– Approval of Performance Rights Plan

Pursuant to Resolution 5 the Company is seeking shareholder approval of its Performance Rights Plan ( PRP ), pursuant to exception 13(b) to Listing Rule 7.2, and the issue of Performance Rights to eligible employees, officers and contractors of the Company and/or their associated entities ( Eligible Employees ) to assist in the attraction, retention and motivation of those persons, and for those securities to be excluded from the calculation of the number of securities issued for the purposes of ASX Listing Rules 7.1 and 7.1A.

The PRP was initially adopted by the Company at its 2015 AGM and was refreshed at its 2018 AGM for a further 3 year period.

A summary of the material terms of the PRP are contained in Annexure B to this Explanatory Memorandum.

Shareholder approval of the PRP and the issue of Performance Rights pursuant to the PRP is being sought for the reasons set out below.

Listing Rules

As noted elsewhere in this Explanatory Memorandum, Listing Rule 7.1 prohibits, subject to certain qualified exceptions, the Company from issuing Equity Securities in excess of the 15% Threshold, unless prior Shareholder approval is obtained. This 15% limit can be increased by a further 10% if the Company’s shareholders pass a resolution in accordance with Listing Rule 7.1A.

Exception 13 to Listing Rule 7.2, provides that the general prohibition contained in Listing Rule 7.1 does not apply to the issue of Equity Securities under an employee incentive scheme (such as the PRP), if, in the 3 years before the date of the relevant issue, Shareholders have approved the issue of Performance Rights under the employee incentive scheme as an exception to Listing Rule 7.1.

Accordingly, Resolution 5 seeks Shareholder approval to adopt the PRP.

If Resolution 5 is passed the Company will be able to issue Performance Rights to Eligible Employees under the PRP without requiring further shareholder approval for three years from the date of this Meeting, without using the Company’s 15% (and additional 10%, if applicable) placement capacity under Listing Rule 7.1.

If Resolution 5 is not passed, the Company will still be able to issue Performance Rights to Eligible Employees under the PRP, however, any such issue will be deducted from the Company’s 15% Threshold in Listing Rule 7.1 and 10% Additional Placement Capacity limit in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the date of issue.

Under Listing Rule 10.14, any grant of performance rights under the PRP to:

a director of the Company;
an associate of a director of the Company; or
a person whose relationship with the Company, the directors of the Company or their associates, is such that, in ASX’s opinion, the acquisition should be approved by security holders,

will require shareholder approval regardless of whether Resolution 5 is passed.

Explanatory Memorandum

Corporations Act

The term “benefit” is defined broadly in the Corporations Act and includes benefits arising from the Board exercising its discretion under the rules of the PRP.

Under the terms of the PRP and subject to the Listing Rules, the Board possesses the discretion to vary the terms or conditions of the Performance Rights. Notwithstanding any of the foregoing, any amendment to the terms of any granted Performance Rights. As a result of this discretion, the Board has the power to determine that some or all of a participant’s Performance Rights will not lapse in the event of the participant ceasing employment or office before the vesting of their Equity Securities, including as a result of death or total permanent disability.

The exercise of this discretion by the Board may constitute a Termination Benefit for the purposes of the Corporations Act. Accordingly, Resolution 5 also seeks Shareholder approval, for the Company to provide these Termination Benefits to participants in the PRP.

This approval is being sought in respect of any current or future participant in the PRP, and the Termination Benefits that may arise if and when any participants cease to be employed or engaged by the Company.

For the purposes of Listing Rule 7.2 (Exception 13(b)), the following information is provided in respect of Resolution 5.

*Terms of PRP*	A summary of the terms of the PRP are set out in Annexure B.	A summary of the terms of the PRP are set out in Annexure B.
*Prior issue of* *securities pursuant to* *the PRP since its* *approval at the* *Company’s 2018* *AGM*	The following performance rights were issued on 9-Jul-21: Pre-consolidation quantity Post-consolidation quantity 82,500,000 3,300,000
	Pre-consolidation quantity	Post-consolidation quantity
	82,500,000	3,300,000

*Maximum number of* *Performance Rights* *proposed to be* *issued pursuant to* *the PRP*	8,906,449
*Explanation of the* *termination* *benefits*	The PRP contains provisions setting out the treatment of unexercised Performance Rights, including the Board’s discretion to waive any exercise conditions attaching to those Performance Rights in the event of cessation of employment or engagement by the Company arising from, among other things, death or total permanently disability. As noted above, the exercise of these discretions by the Board will constitute a “benefit” for the purposes of the restrictions contained in the Corporations Act’s regarding Termination Benefits.
*Value of the* *termination* *benefits*	Various matters will or are likely to affect that value of the Termination Benefits that the Board may give under the PRP and, therefore the value of the Termination Benefits cannot be determined in advance.

Explanatory Memorandum

The value of a particular benefit resulting from the exercise of the Board’s discretion under the PRP will depend on factors such as the Company’s share price at the time of the exercise of this discretion and the number of Performance Rights that the Board decides to waive the vesting conditions in respect of. Some of the factors that may affect the value of the Termination Benefits are as follows: (a) the nature and extent of any vesting conditions waived by the Board; (b) the number of vesting conditions that have been satisfied at the time that the Board exercises this discretion; and (c) the number of unexercised Options or Shares that the participant holds at the time that this discretion is exercised.

The Directors recommend that Shareholders vote in favour of Resolution 5 and advise that they intend to vote the Shares they own or control in favour of it.

Resolutions 6 to 9 – Approval of Issue of Options to Directors

As announced by the Company on 2 June 2022, the Board resolved that, subject to all shareholder approvals being obtained and compliance with the Corporations Act and the ASX Listing Rules, the Company’s Non-Executive Directors, being Messrs Andrew Greig, Corey Nolan, Calvin Treacy and Brett Smith, each be issued with 360,000 options to subscribe for ordinary shares in the Company ( NED Options ).

Listing Rule Requirements

Listing Rule 10.11 requires that the Company obtain Shareholder approval prior to the issue of Equity Securities to a Related Party of the Company.

Accordingly, Resolutions 6 to 9 seek Shareholder approval for the issue of NED Options to each of the Non-Executive Directors (or their nominated Associates) in accordance with Listing Rule 10.11.

If Resolutions 6 to 9 are all passed, each of the Company’s Non-Executive Directors will receive their respective NED Options.

If Resolution 6 is not passed, no NED Options will be issued to Mr Greig (or his nominated Associate).

If Resolution 7 is not passed, no NED Options will be issued to Mr Nolan (or his nominated Associate).

If Resolution 8 is not passed, no NED Options will be issued to Mr Treacy (or his nominated Associate).

If Resolution 9 is not passed, no NED Options will be issued to Mr Smith (or his nominated Associate).

Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a financial benefit to a Related Party unless an exception applies or shareholders have in a general meeting

Explanatory Memorandum

approved the giving of that financial benefit to the Related Party. The Non-Executive Directors are Directors and are therefore each a Related Party of the Company.

The Board (in the absence of each Non-Executive Director regarding his own NED Options) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the NED Options pursuant to Resolutions 6 to 9, on the basis that the benefits constitute reasonable remuneration that is consistent with each of the Directors’ engagement with the Company and, therefore, the exception in section 211 of the Corporations Act applies to Resolutions 6 to 9. Section 211 provides that Shareholder approval is not required for the purposes of section 208 in circumstances where the benefit constitutes remuneration which would be reasonable given the Company’s and the related party’s circumstances. Having considered the circumstances of the Company and the circumstances of each Non-Executive Director set to receive the NED Options, (in the absence of each director regarding its respective NED Options) considers that the financial benefits conferred by the grant of NED Options to the Non-Executive Directors are reasonable in the circumstances, and therefore the exception in section 211 applies because:

they are a cost effective and efficient means for the Company to remunerate its Non-Executive Directors, as opposed to alternative forms of incentive, such as the payment of additional cash compensation;
they reflect the extensive experience, track record and reputation each of the Non-Executive Directors have within the resources industry;
the exercise price of the NED Options is $1.10, which is significantly higher than the Company’s share price as at the date of this Notice (being $0.28);
the expiry date is 31 May 2025 and there are terms which accelerate the expiry of the NED Options if a Non-Executive Director ceases their engagement with the Company;
the issue of NED Options will ensure that the remuneration offered is competitive with market standards and practice. The Board has considered the proposed number of NED Options to be granted and ensured that the Directors’ overall remuneration is line with market practice; and
the issue of the NED Options will attract, retain and ensure continuity of service of the Non-Executive Directors who have appropriate knowledge and expertise while maintaining the Company’s cash reserves for other preferred uses.

For the purposes of Listing Rule 10.13, the following information is provided in respect of Resolutions 6 to 9:

Resolutions 6 to 9:
*Maximum number of* *securities proposed* *to be issued*	The maximum number of securities proposed to be issued to the Non- Executive Directors pursuant to Resolutions 6 to 9 is: (a) 360,000 Options to Mr Greig (or his nominated Associate); (b) 360,000 Options to Mr Nolan (or his nominated Associate); (c) 360,000 Options to Mr Treacy (or his nominated Associate); and (d) 360,000 Options to Mr Smith (or his nominated Associate).
*Relationship to the* *Company*	As Messrs Greig, Nolan, Treacy and Smith are all Related Parties of the Company (by virtue of their position as Directors), they are each

Explanatory Memorandum

	persons falling within the prescribed category set out in Listing Rule 10.11.1 and their Associates fall within Listing Rule 10.11.4.
Issue Price	The NED Options are being issued to the Directors for nil consideration.
*Terms of the* *securities*	The NED Options: (a) have an exercise price of $1.10; (b) have an expiry date of 31 May 2025 (which may be accelerated if the holder ceases their engagement with the Company); (c) are issued subject to having received Shareholder approval; (d) vest immediately upon their issue; (e) are each exercisable into 1 ordinary share in the capital of the Company, which will rank equally the then issued share of the Company; (f) contain no rights to participate in voting or dividends; and (g) are transferrable subject to any restrictions at law.
*Names of allottees*	(a) if Resolution 6 is passed, NED Options will be issued to Mr Greig (or his nominated Associate); (b) if Resolution 7 is passed, NED Options will be issued to Mr Nolan (or his nominated Associate); (c) if Resolution 8 is passed, NED Options will be issued to Mr Treacy (or his nominated Associate); and (d) if Resolution 9 is passed, NED Options will be issued to Mr Smith (or his nominated Associate).
*Purpose of the issue*	The purpose of the issue of NED Options is to provide the Non-Executive Directors with reward and incentive for future services they will provide to the Company to further the progress of the Company.
*Material terms of* *agreement*	A letter of offer, subject to shareholder approval, was provided to the NED Directors on 31 May 2022 setting out the terms of the Options offer. There were no other materials terms other than that disclosed in the Explanatory Memorandum.
*Use of funds*	No funds are being raised by the issue of the Options.
*Date of issue*	The Options will be issued as soon as practicable following the Meeting, and in any event, will be issued no later than 1 month after this Meeting.
*NED Director* *Remuneration* *Details*	Messrs Greig, Nolan and Smith receive total annual remuneration of $55,000 each. Mr Treacy receives total annual remuneration of $70,000 which includes remuneration for his role as Non-Executive Director of Elementos’ operating subsidiary.

Explanatory Memorandum

The Directors, other than Mr Greig in respect of Resolution 6, Mr Nolan in respect of Resolution 7, Mr Treacy in respect of Resolution 8 and Mr Smith in respect of Resolution 9 who have abstained from providing any recommendation on their respective Resolutions, recommend that Shareholders vote in favour of Resolutions 6 to 9 and advise that they intend to vote any Shares that they own or control in favour of Resolutions 6 to 9.

The Chair of the Meeting intends to vote any undirected proxies in favour of Resolutions 6 to 9.

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

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% Additional Placement Capacity ). The 10% Additional Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

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 less than $300,000,000.

Accordingly, Resolution 10 seeks Shareholder approval to have the ability to issue Equity Securities pursuant to the 10% Additional Placement Capacity.

If Resolution 10 is passed, the Directors will be able to issue Equity Securities in the Company for up to 10% of the Company’s fully paid ordinary securities on issue during the period up to 12 months after the Meeting ( Placement Securities ), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2.

If Resolution 10 is not passed, the Directors will be unable to issue Placement Securities under the Company's 10% Additional Placement Capacity and the Company will be unable to raise funds using the Company's 10% Additional Placement Capacity.

Resolution 10 is a Special Resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 10 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 Meeting.

For the purpose of Listing Rule 7.3A, the following information is provided in respect of Resolution 10:

*Period of* *approval*	The Placement Securities may be issued under the 10% Additional Placement Capacity commencing on the date of the General Meeting and expiring on the first to occur of the following: (a) the date that is 12 months after the date of the General Meeting; (b) the time and date of the Company's next annual general meeting; and (c) the time and date of the approval by Shareholders of any transaction under Listing Rules 11.1.2 or 11.2.
*Minimum* *price*	The minimum price at which the Placement Securities (which must be in an existing quoted class of the Company's Equity Securities and issued for cash consideration) may be issued is 75% of the volume weighted average market

Period of
approval

The Placement Securities may be issued under the 10% Additional Placement
Capacity commencing on the date of the General Meeting and expiring on
the first to occur of the following:
(a)
the date that is 12 months after the date of the General Meeting;
(b)
the time and date of the Company's next annual general meeting; and
(c)
the time and date of the approval by Shareholders of any transaction
under Listing Rules 11.1.2 or 11.2.

Minimum
price

The minimum price at which the Placement Securities (which must be in an
existing quoted class of the Company's Equity Securities and issued for cash
consideration) may be issued is 75% of the volume weighted average market

Explanatory Memorandum

	price of Equity Securities in the same class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price at which the relevant Placement Securities are to be issued is agreed by the entity and the recipient of the securities; or (b) if the relevant Placement Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the relevant Placement Securities are issued.	price of Equity Securities in the same class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price at which the relevant Placement Securities are to be issued is agreed by the entity and the recipient of the securities; or (b) if the relevant Placement Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the relevant Placement Securities are issued.	price of Equity Securities in the same class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price at which the relevant Placement Securities are to be issued is agreed by the entity and the recipient of the securities; or (b) if the relevant Placement Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the relevant Placement Securities are issued.	price of Equity Securities in the same class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price at which the relevant Placement Securities are to be issued is agreed by the entity and the recipient of the securities; or (b) if the relevant Placement Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the relevant Placement Securities are issued.	price of Equity Securities in the same class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price at which the relevant Placement Securities are to be issued is agreed by the entity and the recipient of the securities; or (b) if the relevant Placement Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the relevant Placement Securities are issued.	price of Equity Securities in the same class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price at which the relevant Placement Securities are to be issued is agreed by the entity and the recipient of the securities; or (b) if the relevant Placement Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the relevant Placement Securities are issued.
*Use of* *funds*	The Company may issue Placement Securities under the 10% Additional Placement Capacity for cash consideration, which the Company intends to use 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).
*Risk of* *economi* *c and* *voting* *dilution*	Any issue of Placement Securities under the 10% Additional Placement Capacity will dilute the economic and voting interests of Shareholders who do not receive any Equity Securities under the issue. If Resolution 10 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Additional Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below. Shareholders should note that there is a risk that: (a) 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 General Meeting; and (b) 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. The table below displays the potential dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2) on the basis of three (3) different assumed issue prices and values for variable "A" in the formula in Listing Rule 7.1A.2: Listing Rule 7.1A.2 Dilution $0.14 $0.28 $0.56 50% decrease in Market Price Market Price 100% increase in Market Price Current Issued Capital 10% voting dilution 17,812,897 17,812,897 17,812,897 178,128,974 Funds raised $2,493,806 $4,987,611 $9,975,223 50% increase in current issued capital 10% voting dilution 26,719,346 26,719,346 26,719,346 267,193,461 Funds raised $3,740,708 $7,481,417 $14,962,834
		Listing Rule 7.1A.2			Dilution
				$0.14	$0.28	$0.56
				50% decrease in Market Price	Market Price	100% increase in Market Price
		Current Issued Capital	10% voting dilution	17,812,897	17,812,897	17,812,897
		178,128,974	Funds raised	$2,493,806	$4,987,611	$9,975,223
		50% increase in current issued capital	10% voting dilution	26,719,346	26,719,346	26,719,346
		267,193,461	Funds raised	$3,740,708	$7,481,417	$14,962,834

Explanatory Memorandum

	T ( ( ( ( ( ( ( ( ( ( (	100% increase in current issued capital	10% voting dilution	35,625,795	35,625,795	35,625,795
		356,257,948	Funds raised	$4,987,611	$9,975,223	$19,950,445
		he table above uses the following assumptions: a) Resolution 10 is passed. b) The current Shares on issue are the Shares on issue as at 28 September 2022. c) The Share price set out above is the closing price of the Shares on the ASX on 28 September 2022 (being the last trading day before the date of this Notice of Meeting). d) The Company issues the maximum possible number of Equity Securities under the 10% Additional Placement Capacity. e) The above table only shows the dilutionary effect based on the 10% Additional Placement Capacity under Listing Rule 7.1A and not the 15% issue under Listing Rule 7.1. f) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. g) The issued capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 28 September 2022 and as provided for by the assumptions. h) The issue price of the Placement Securities used in the table is the same as the Share price and does not take into account any discount to the share price (if any). i) No Options or Rights are exercised into Shares before the date of the issue of the Equity Securities under Listing Rule 7.1A. j) 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. k) Only Shares will be issued under the 10% Additional Placement Capacity.
*Allocatio* *n policy*	T P P b t i T A	he allottees of the Placement Securities to be issued under the 10% Additional lacement Capacity have not yet been determined. However, the allottees of lacement Securities could consist of current Shareholders or new investors (or oth), none of whom will be related parties or Associates of a related party of he Company. Further, if the Company is successful in acquiring new assets or nvestments, it is likely that the allottees under the Additional 10% Placement Capacity will be vendors of the new assets or investments. he Company will determine the allottees at the time of the issue under the 10% dditional Placement Capacity, having regard to the following factors:

	T ( ( ( ( ( ( ( ( ( ( (	100% increase in current issued capital	10% voting dilution	35,625,795	35,625,795	35,625,795
		356,257,948	Funds raised	$4,987,611	$9,975,223	$19,950,445
		he table above uses the following assumptions: a) Resolution 10 is passed. b) The current Shares on issue are the Shares on issue as at 28 September 2022. c) The Share price set out above is the closing price of the Shares on the ASX on 28 September 2022 (being the last trading day before the date of this Notice of Meeting). d) The Company issues the maximum possible number of Equity Securities under the 10% Additional Placement Capacity. e) The above table only shows the dilutionary effect based on the 10% Additional Placement Capacity under Listing Rule 7.1A and not the 15% issue under Listing Rule 7.1. f) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. g) The issued capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 28 September 2022 and as provided for by the assumptions. h) The issue price of the Placement Securities used in the table is the same as the Share price and does not take into account any discount to the share price (if any). i) No Options or Rights are exercised into Shares before the date of the issue of the Equity Securities under Listing Rule 7.1A. j) 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. k) Only Shares will be issued under the 10% Additional Placement Capacity.
*Allocatio* *n policy*	T P P b t i T A	he allottees of the Placement Securities to be issued under the 10% Additional lacement Capacity have not yet been determined. However, the allottees of lacement Securities could consist of current Shareholders or new investors (or oth), none of whom will be related parties or Associates of a related party of he Company. Further, if the Company is successful in acquiring new assets or nvestments, it is likely that the allottees under the Additional 10% Placement Capacity will be vendors of the new assets or investments. he Company will determine the allottees at the time of the issue under the 10% dditional Placement Capacity, having regard to the following factors:

Explanatory Memorandum

	(a) the purpose of the issue; (b) 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; (c) the effect of the issue of the Placement Securities on the control of the Company; (d) the Company’s circumstances, including, but not limited to, its financial position and solvency; (e) prevailing market conditions; and (f) advice from corporate, financial and broking advisers (if applicable).
*Total* *number* *of Equity* *Securities* *issued or* *agreed to* *be issued* *in the 12* *months* *precedin* *g the* *date of* *the* *Meeting* *under* *Listing* *Rule* *7.1A.2*	The number of equity security on issue 12 months before the date of the Meeting was 185,380,657 equity securities on a post consolidation basis: (a) 162,482,689 ordinary shares (b) 7,337,968 Unlisted Options ($0.225 @ 31-Aug-22) (c) 12,260,000 ($0.375 @ 30-Apr-22) (d) 3,300,000 performance rights In the previous twelve months no equity securities were issued or agreed to be issued under Listing Rule 7.1A.2.

(a)
the purpose of the issue;
(b)
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;
(c)
the effect of the issue of the Placement Securities on the control of the
Company;
(d)
the Company’s circumstances, including, but not limited to, its financial
position and solvency;
(e)
prevailing market conditions; and
(f)
advice from corporate, financial and broking advisers (if applicable).

Total
number
of Equity
Securities
issued or
agreed to
be issued
in the 12
months
precedin
g the
date of
the
Meeting
under
Listing
Rule
7.1A.2

The number of equity security on issue 12 months before the date of the
Meeting was 185,380,657 equity securities on a post consolidation basis:
(a) 162,482,689 ordinary shares
(b) 7,337,968 Unlisted Options ($0.225 @ 31-Aug-22)
(c) 12,260,000 ($0.375 @ 30-Apr-22)
(d) 3,300,000 performance rights
In the previous twelve months no equity securities were issued or agreed to be
issued under Listing Rule 7.1A.2.

As at the date of this Notice of Meeting, the Company does not have any intention to issue any Equity Securities under Listing Rule 7.1A which has not previously been disclosed.

The Directors unanimously recommend that you vote in favour of Resolution 10.

The Chair intends to vote all undirected proxies in favour of Resolution 10.

Resolution 11 – Approval of Changes to Company’s Constitution

A company may modify or repeal its constitution or a provision of its constitution by Special Resolution.

Resolution 11 seeks Shareholder approval to modify the Company’s existing in light of the changes to law in relation to virtual meetings and to generally update the constitution for greater consistency with modern corporate governance practice and the Corporations Act.

A summary of the key changes proposed to be made to the Company’s Constitution are as follows:

Explanatory Memorandum

Re-election of Managing Director: Changes to clause 8.1 of the Company’s Constitution ensure that, following this meeting, the Board is able to appoint a Managing Director without the requirement for that appointment to be ratified by the Company’s Members at the next general meeting.
Virtual General Meetings: Amendments were made to the Corporations Act in 2022 to expressly allow companies to hold general meetings using technology, but which amendments provided that a general meeting may only be held solely using technology if that power is expressly stated in that company’s constitution.

The proposed amendments to the Company’s Constitution are designed to allow the Company to have maximum flexibility in the manner in which it can hold general meetings, while also ensuring that participants who are eligible to attend the general meeting are given sufficient opportunity to participate in the general meeting.

Restricted Securities: An update to the Listing Rules which occurred in December 2019 requires certain provisions to be included in a company’s constitution for that company to issue restricted securities after 1 December 2019. Although the Company does not have any restricted securities on issue, and is not proposing to issue any restricted securities in the near future, the Board proposes to include the provisions set out in Listing Rule 15.12 into its Constitution so that it may issue such securities if, at any point, the Company wishes to do so.

A mark-up of the Company’s Constitution showing the changes proposed by this Resolution 11 is set at the following link on the Company’s website https://www.elementos.com.au/corporate-governance/.

The directors unanimously recommend that shareholders approve the amendments to the Constitution of the Company as contemplated by Resolution 11

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Duncan Cornish (Company Secretary): Level 6, 10 Market St, Brisbane City, QLD 4000 Ph: +61 7 3212 6299

12. Glossary

10% Additional Placement Capacity means the equity securities issued by the Company pursuant to Listing Rule 7.1A.

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

AEST means Australian Eastern Standard Time.

Associate has the meaning given to that term in the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691) or the securities market operated by ASX Limited (as the context requires).

Board means the board of Directors of the Company.

Chair means the chair of the Meeting.

Company means Elementos Limited ACN 138 468 756.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company as at the date of this Explanatory Memorandum.

Directors’ Report means the document dated 29 September 2021 entitled ‘Directors’ Report’ contained within pages 18-34 (inclusive) of the Annual Report.

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 Memorandum

Explanatory Memorandum means this explanatory memorandum that accompanies, and forms part of, the Notice of Meeting.

General Meeting or Meeting means the annual general meeting of the Company to be convened by the Notice of Meeting.

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

Listing Rules means the listing rules of the ASX.

Notice of Meeting means the notice convening the general meeting of Shareholders that accompanies this Explanatory Memorandum.

Option means an option to subscribe for a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

Placement Securities means Equity Securities issued pursuant to the Company's 10% Additional Placement Capacity.

Related Party has the meaning given to that term in the Listing Rules.

Resolution means a resolution referred to in this Notice of Meeting.

Remuneration Report means the section of the Directors’ Report in the Annual Report dealing with the remuneration of the Company’s Directors, Company Secretary and senior executives described as ‘Remuneration Report’.

Rights means a performance right issued to acquire Shares in the Company.

Shareholder means a holder of a Share.

Share means a fully paid ordinary share in the 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 Days means has the meaning given to that term in the Listing Rules.

Explanatory Memorandum

Annexure A

Summary of the key terms of the Employee Share and Option Plan	Summary of the key terms of the Employee Share and Option Plan
Plan Overview	The Employee Share Option Plan (thePlan) is to extend to Eligible Persons or Eligible Associate (as the case may be) of Elementos Limited ACN 138 468 756 (theCompany) or an Associated Body Corporate of the Company as the Board may in its discretion determine.
Eligible Person and Eligible Associate	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) 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.
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 Options 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 by the acceptance date and paying any issue price applicable to the offer in cleared funds.
Issue Price	The Shares are to be issued at a price determined by the Board. The Options are to be issued for no consideration.
Exercise Price	The exercise price of an Option is to be determined by the Board at its sole discretion.
Option Commencement Date	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.
Option Exercise Period	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

Explanatory Memorandum

Summary of the key terms of the Employee Share and Option Plan	Summary of the key terms of the Employee Share and Option Plan
	(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.
Lapse	An Option lapses, to the extent that it has not been exercised, on the earlier to occur: • the expiry of the option period; • 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 • if an Eligible Person’s employment or engagement with the Company or Associated Body Corporate ceases because of: o 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; o forced early retirement, retrenchment or redundancy; or o 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 anUncontrollable Event), the earlier of: o the Last Exercise Date; or o the date that is 6 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 Option:  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.
Rights and restrictions of Options	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 exercisethe Options,inaccordancewith therequirements of theASX

Explanatory Memorandum

Summary of the key terms of the Employee Share and Option Plan	Summary of the key terms of the Employee Share and Option Plan
	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.
Assignability	The Company may offer a Participant, restricted Shares or restricted Options which may not be transferred, encumbered, disposed of or otherwise dealt with until they become unrestricted. Shares and Options which are not restricted may be transferred. In the case of unrestricted Shares, at the time a Share becomes unrestricted, the Company will apply for quotation on ASX of the unrestricted Share.
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 consistent with the terms of allotment, and may delegate administration to any one or more persons for such periods and on such conditions as it may determine. The Board may in relation to a Share or Option waive in whole or in part on terms it considers appropriate any terms of allotment.
Amendments	The Board may amend the Plan at any time.
Termination and suspension	The Plan may be terminated or suspended at any time by resolution of the Directors without notice to the Participant.
Definitions	In this Plan: Controllable Eventmeans cessation of employment or engagement other than by an Uncontrollable Event. Uncontrollable Eventmeans: (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.

Explanatory Memorandum

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.
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 Participantactsfraudulently ordishonestly or isin materialbreachof

Explanatory Memorandum

Summary of the key terms of the Performance Rights Plan Summary of the key terms of the Performance Rights Plan

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:
o
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;
o
forced early retirement, retrenchment or redundancy; or
o
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 anUncontrollable Event), the earlier of:
o
the Last Exercise Date; or
o
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:
o
the Last Exercise Date; or
o
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.

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
participateinanew issues ofShares bythe Company,including by

Summary of the key terms of the Performance Rights Plan	Summary of the key terms of the Performance Rights Plan
	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: o 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; o forced early retirement, retrenchment or redundancy; or o 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 anUncontrollable Event), the earlier of: o the Last Exercise Date; or o 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: `o` the Last Exercise Date; or `o` 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.
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 participateinanew issues ofShares bythe Company,including by

Explanatory Memorandum

Summary of the key terms of the Performance Rights Plan	Summary of the key terms of the Performance Rights Plan
	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

ELEMENTOS

ACN 138 468 756

All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 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 10:30am (AEST) on Sunday, 13 November 2022.

 TO VOTE ONLINE STEP 1: VISIT https://www.votingonline.com.au/elementosagm2022 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

BY SMARTPHONE Scan QR Code using smartphone QR Reader App

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 securityholder 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.

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

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 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.

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.

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 10:30am (AEST) on Sunday, 13 November 2022. 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:

 Online https://www.votingonline.com.au/elementosagm2022  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

Until 28 October 2022 After 31 October  In Person Boardroom Pty Limited Boardroom Pty Limited Level 12, 225 George Street Level 8, 210 George Street Sydney NSW 2000 Sydney NSW 2000

Attending the Meeting

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

Elementos Limited ACN 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:

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 securityholder) 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 Piper Alderman, Level 26, Riparian Plaza, 72 Eagle Street, Brisbane, QLD, 4000 on Tuesday, 15 November 2022 at 10:30am (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 Resolutions 1,4,5,6,7,8 and 9 I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolutions 1,4,5,6,7,8 and 9 are connected with the remuneration of a member of the key management personnel for the Company.

Important Note: The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1,4,5,6,7,8 and 9). 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.

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 poll and your vote will not be counted in calculating the required majority.**

	FOR	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*	FOR	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*
Res 1 Adoption of Remuneration Report						Res 7 Approval to Issue 360,000 Options to Mr
Res 2 Re-election of Mr Andrew Greig as a						Corey Nolan (or his nominated associate) Res 8 Approval to Issue 360,000 Options to Mr
Director Res 3 Re-election of Mr Joe David as a Director						Calvin Treacy (or his nominated associate) Res 9 Approval to Issue 360,000 Options to Mr
						Brett Smith (or his nominated associate)
Res 4 Approval of Employee Share and Option						Res 10 Approval to issue an additional 10% of
Plan Res 5 Approval of Performance Rights Plan						*Special* the of issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A Res 11 Approval of Changes to Company’s
						*Special* Constitution
Res 6 Approval to Issue 360,000 Options to Mr
Andrew Greig (or his nominated associate)

STEP 3 SIGNATURE OF SECURITYHOLDERS

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 / / 2022

AI assistant

ELEMENTOS LIMITED — AGM Information 2022

64837_rns_2022-10-13_5b623c21-393d-48ad-bd34-04f887cd365c.pdf

Annual General Meeting

Elementos’ Board has authorised the release of this announcement to the market.

For further information, please contact:

ASX:ELT

Shareholder communications

ELEMENTOS

Notice of 2022 Annual General Meeting and Explanatory Memorandum

Notice of Annual General Meeting

Financial Reports

1. Resolution 1 – Remuneration Report

Notice of Annual General Meeting

ORDINARY BUSINESS

2. Resolution 2 – Re-Election of Andrew Greig

3. Resolution 3 – Re-Election of Joe David

4. Resolution 4 – Approval of Employee Share and Option Plan

5. Resolution 5 – Approval of Performance Rights Plan

6. Resolution 6 – Approval to Issue 360,000 Options to Mr Andrew Greig (or his nominated Associate)

7. Resolution 7 – Approval to Issue 360,000 Options to Mr Corey Nolan (or his nominated Associate)

8. Resolution 8 – Approval to Issue 360,000 Options to Mr Calvin Treacy (or his nominated Associate)

9. Resolution 9 – Approval to Issue 360,000 Options to Mr Brett Smith (or his nominated Associate)

SPECIAL BUSINESS

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

Notice of Annual General Meeting

11. Resolution 11 – Approval of Changes to Company’s Constitution

Explanatory Memorandum

Voting and Attendance Entitlement

Action to be Taken by Shareholders

Corporate Representatives

Polls

Required Majority

General

Explanatory Memorandum

Resolution 1 – Remuneration Report

Resolution 2 – Re-Election of Mr Andrew Greig

Explanatory Memorandum

Resolution 3 – Re-election of Mr Joe David

Resolution 4 to – Approval of Employee Share and Option Plan

Explanatory Memorandum

Listing Rules

Corporations Act

Explanatory Memorandum

Explanatory Memorandum

Resolution 5– Approval of Performance Rights Plan

Listing Rules

Explanatory Memorandum

Corporations Act

Resolutions 6 to 9 – Approval of Issue of Options to Directors

Listing Rule Requirements

Corporations Act

Explanatory Memorandum

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

Resolution 11 – Approval of Changes to Company’s Constitution

Explanatory Memorandum

12. Glossary

Explanatory Memorandum

Annexure A

Annexure B

ELEMENTOS

All Correspondence to:

YOUR VOTE IS IMPORTANT

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Proxy which is a Body Corporate

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

Attending the Meeting

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

STEP 2 VOTING DIRECTIONS

STEP 3 SIGNATURE OF SECURITYHOLDERS

More from ELEMENTOS LIMITED

ELEMENTOS LIMITED AGM Information 2022