ELEMENTOS LIMITED — Annual Report 2015

Sep 28, 2015

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ELEMENTOS LIMITED

ABN 49 138 468 756

CONSOLIDATED FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2015

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ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

The directors submit their report on the consolidated entity (“Group”) consisting of Elementos Limited and the entities it controlled at the end of, and during, the financial year ended 30 June 2015.

Directors

The directors of the Company at any time during or since the end of the financial year are listed below. During the year, there were eight meetings of the full board of directors. The meetings attended by each director were:

Directors	Board	Board	Audit and Risk Committee*	Audit and Risk Committee*	Remuneration Committee*	Remuneration Committee*
	**Meetings **	Attend	**Meetings **	Attend	**Meetings **	Attend
R Anthon (appointed 1/1/15) C Treacy C Nolan R Seville	5 8 8 7	5 8 8 7	1 - 1 -	1 - 1 -	1 - 1 -	1 - 1 -

*The Directors consider that the Company is not of a size and that its affairs are of such complexity as to justify the formation of special or separate committees.

The directors have been in office since the start of the financial year to the date of this report unless otherwise indicated.

Company Secretary

Duncan Cornish, held the position of Company Secretary at the end of the financial year. Mr Cornish is a Chartered Accountant with significant experience as public company CFO and Secretary, focused on junior resource companies, as well as financial, administration and governance.

Mr Cornish is an accomplished and highly efficient corporate administrator and manager. Duncan has more than 20 years’ experience in the accountancy profession both in England and Australia, mainly with the accountancy firms Ernst & Young and PricewaterhouseCoopers.

He has extensive experience in all aspects of company financial reporting, corporate regulatory and governance areas, business acquisition and disposal due diligence, capital raising and company listings and company secretarial responsibilities, and serves as corporate secretary and chief financial officer of several Australian and Canadian public companies.

Mr. Cornish holds a Bachelor of Business (Accounting) and is a member of the Australian Institute of Chartered Accountants.

Principal Activities

The principal activity of the Group during the year was project development in Australia. The Group is developing the Cleveland tin-copper-tungsten Project through a staged, low-capital development strategy, which minimises upfront capital, with cash flow funding future stages. This ensures maximum benefit from capital expenditure, delivering optimal value to shareholders.

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Cleveland Development Strategy
Stage	Project	Commodities	Production commencesa
1	Cleveland Tailings	Sn-Cu	FY2017
2	Cleveland Open Pit	Sn-Cu	FY2018
3	Cleveland Underground	Sn-Cu-W	FY2021

a Subject to completion of technical studies and obtaining necessary approvals. Sn = tin, Cu = copper, W = tungsten.

The Group also continued development of joint arrangements for its others assets in Australia and withdrew from its activities in South America.

Review of Operations

Exploration and development activities at the Group’s projects during the year are detailed below.

At the Cleveland Project in North-western Tasmania , the Group carried out the following activities:

• Resource Definition

• Open pit Mineral Resources defined (at 0.35% tin cut-off)

  • Indicated resources of 0.8 Mt at 0.81% tin and 0.27% copper

  • Inferred resources of 0.01 Mt at0.99% tin and 0.34% copper

  • Main tin and copper lenses extend over 700 meters strike length

• Underground Mineral Resources restated

  • Indicated resources of 4.1 Mt at 0.67% tin and 0.28% copper

  • Inferred resources of 2.4 Mt at 0.56% tin and 0.19% copper

• Stakeholder engagement

• Commenced a Community Engagement Program

  • Friday the 6[th] of February 2015

  • Friday the 1[st] of May 2015

• Commenced landholder identification process

• Approvals and Permitting

• Continued field-testing and monitoring of environmental aspects across the project area, including water quality testing

• Submitted a Development Plan and Environmental Management Plan to the Tasmanian EPA for assessment and approval

• Submitted a Mining Lease Application to Mineral Resources Tasmania for assessment and approvals

• Installed survey control points and completed the mark out of the Mining Lease boundary

• Installed gate and signage on site

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

o Consolidated Exploration Lease (EL) 9/2006 into EL 7/2005

• Technical Studies

• Completed preliminary metallurgical testing

• Commenced power and minor infrastructure studies

• Commenced preliminary process plant design

• Commenced pre-feasibility study for stage 1 tailings reprocessing

• Commenced scoping studies for stage 2 open pit mining and stage 3 underground mining

• Exploration

o Undertook further exploration of lead, zinc and silver mineralisation

At Santo Domingo in Argentina , activities focused on withdrawing from all commitments to focus on the development of Cleveland.

At the Millenium Project in the Mt Isa district , activities undertaken by the joint venture partners Chinalco Yunnan Copper Resources Ltd (CYU) included:

• During the year, CYU identified, as part of the Pilgrim Fault geochemical survey, a strong copper/gold anomalous zone at the northern end of the original Millennium drilling locations; and

• Due to the focus on higher priority projects, CYU will take some further time to assess the geological features at Millennium in more detail before establishing the targets for additional exploration.

At the Selwyn Range project in the Mt Isa district , activities included:

• During the last financial year, Elementos entered into a joint venture with Below Ground Technology Pty Ltd (“BGT”) to explore for copper, cobalt and gold and ultimately earn a majority interest in the Selwyn Range project; and

• After conducting desktop geological reviews and due to the focus on higher priority projects, BGT will take some further time to assess the geological features at Selwyn Range in more detail before establishing the targets for additional exploration.

Significant Changes in State of Affairs

The Group’s operating loss for the financial year, after applicable income tax was $2,692,540 (2014: $1,491,656). Exploration and evaluation expenditure during the year totalled $1,352,157 (2014: $1,319,395).

At 30 June 2015, the Group’s net assets totalled $5,502,726 (2014: $6,755,762) which included cash assets of $761,828 (2014: $682,689).

During the year, the Company raised $1.54 million (128,662,404 shares) from private placements and a rights issue.

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Information on Directors

The board has a strong combination of technical, managerial and capital markets experience. Expertise and experience includes operating and mineral exploration in Australia. The names and qualifications of the current directors are summarised as follows:

Rick Anthon (appointed 1 January 2015)

Chairman

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

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

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

Calvin Treacy (ceased as Managing Director 9 June 2015)

Non-executive Director

Mr Treacy (BEng, MBA, MAICD) has over twenty years senior management experience in mining, mining technology and manufacturing. He has a strong track record of founding and growing companies, and brings a wealth of experience in the areas of strategic planning and capital raising.

Mr Treacy is a qualified Mechanical Engineer and holds a Masters of Business Administration, with extensive experience across a range of industries and positions.

Mr Treacy has worked in a range of roles including Non-executive Director, Chief Executive Officer, Chief Operating Officer and Production Manager, providing a blend of experience from hands-on management through to executive oversight and strategic management.

Directorships held in other ASX listed companies in the last three years: Nil

Corey Nolan

Non-executive Director

Mr Nolan (BCom, MMEE, Graduate of AICD) has twenty years of diverse experience in the resources sector. This has included experience in mining operations, global resource evaluation, and the financing and development of new opportunities in Australia, South Africa, Asia and South America.

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Mr Nolan is a qualified mineral economist. He has held specialist roles as an equities analyst in the mining and natural resources sector of stock broking firms Morgan Stanley and Wilson HTM. During this period, he undertook detailed coverage of the Australian and global resources sector including the commodities market.

Mr Nolan has been a Director at PWC in the corporate finance and valuations practice, specialising in resources industry valuations for Australian and global resources firms.

Directorships held in other ASX listed companies in the last three years: Leyshon Resources Limited.

Richard Seville

Non-executive Director

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

Directorships held in other ASX listed companies in the last three years: Leyshon Resources Limited and Orocobre Limited.

The relevant interest of each director held directly or indirectly in shares and options issued by the Company at the date of this report is as follows:

Directors	Shares	Unlisted Options
R Anthon	4,664,678	-
C Treacy	26,850,004	6,200,000
C Nolan	3,853,400	3,300,000
R Seville	26,290,597	-

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Remuneration Report (Audited)

This report details the nature and amount of remuneration for each director and other key management personnel.

The Group’s remuneration policy seeks to align director and executive objectives with those of shareholders and business, while at the same time, recognising the early development stage of the Group and the criticality of funds being utilised to achieve development objectives. The board believes the current policy has been appropriate and effective in achieving a balance of these objectives.

The remuneration structure for executives is based on a number of factors, including length of service, particular experience of the individual concerned, and overall performance of the Group.

The Group’s policy for determining the nature and amount of remuneration of board members and key executives is set out below.

The executives receive payments provided for under an employment agreement, which may include cash, superannuation, short-term incentives, and equity based performance remuneration.

Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. Individuals may elect to salary sacrifice part of their fees as increased payments towards superannuation. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting and is not linked to the performance of the Group. However, to align directors’ interests with shareholder interests, directors are encouraged to hold equity interests in the Group. The maximum aggregate amount of fees that can be paid to non-executive directors approved by shareholders is currently $250,000. One-third, by number, of non-executive directors retires by rotation at the Company’s Annual General Meeting. Retiring directors are eligible for reelection by shareholders at the Annual General Meeting of the Company.

The Group’s remuneration policy provides for long-term incentives to be offered through a director and employee share option plan. Options are granted under these plans to align directors’, executives’, employees’ and shareholders’ interests. The Group does not remunerate any key management personnel with securities that are not performance based. No options were granted during the current financial year.

The board of directors is responsible for determining and reviewing the Group’s remuneration policy, remuneration levels and performance of both executive and non-executive directors. Independent external advice will be sought when required. No independent external advice was sought during the current year.

The board is presently reassessing the remuneration policy to ensure it incorporates appropriate elements given the Group’s status and planned activities. Through this review process, the directors aim to provide clearer and more manageable performance criteria for remuneration incentives including the issue of employee and executive options, while also securing greater loyalty from key employees and executives, reducing administration costs and the regulatory burden on the Group.

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Performance-Based Remuneration

Performance-based remuneration includes both short-term and long-term incentives and is designed to reward key management personnel for reaching or exceeding specific objectives or as recognition for strong individual performance. Short-term incentives are available to eligible staff of the Group and are comprised of cash bonuses, determined on a discretionary basis by the chief executive officer and the board. No short-term incentives were made available during the year.

Long-term incentives are comprised of share options, which are granted from timeto-time to encourage sustained strong performance in the realisation of strategic outcomes and growth in shareholder value.

The exercise price of the options is determined after taking into account the underlying share price performance in the period leading up to the date of grant and if applicable, performance conditions attached to the share options. Subject to specific vesting conditions, each option is convertible into one ordinary share. No options were granted during the current financial year.

The names of key management personnel of Elementos Ltd who have held office during the financial year are:

Rick Anthon	Chairman – (appointed 1 January 2015)
Calvin Treacy	Director - Managing Director (ceased 9 June 2015) and
	Director - Non-executive (commenced 9 June 2015)
Tim McManus	Chief Operating Officer (commenced 29 September
	2014, ceased 9 June 2015)
	Chief Executive Officer (commenced 9 June 2015)
Corey Nolan	Director - Non-executive
Richard Seville	Director - Non-executive

Remuneration Details of Key Management Personnel

The remuneration of the key management personnel of Elementos Limited was as follows:

Year Ended 30 June 2015

Key Management Personnel	Short Term Benefits	Short Term Benefits	Equity Settled Shares ($)	Equity Settled Options ($)	Post Employment Super- annuation ($)	Total ($)
	Salary and Fees ($)	Bonuses ($)
R Anthon C Treacy C Nolan R Seville T McManus	25,000 217,422 20,696 20,696 134,036	- - - - -	- - 18,510 18,510 -	- - - - -	- 15,449 3,725 3,725 12,733	25,000 232,871 42,931 42,931 146,769
	417,850	-	37,020	-	35,632	490,502

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Year Ended 30 June 2014

Key Management Personnel	Short Term Benefits	Short Term Benefits	Equity Settled Shares ($)	Equity Settled Options ($)	Post Employment Super- annuation ($)	Total ($)
	Salary and Fees ($)	Bonuses ($)
C Treacy C Nolan R Seville (appointed 14 October 2013) C Dunks (resigned 16 November 2013) M Adams (resigned 16 November 2013) R Trevillion (resigned 22 July 2013)	102,644 67,173 28,602 - - -	- - - - - -	50,000 - - 50,000 50,000 50,000	42,780 - - - - -	9,494 6,213 2,646 - - -	204,918 73,386 31,248 50,000 50,000 50,000
	198,419	-	200,000	42,780	18,353	459,552

The remuneration of key management personnel of Elementos Limited prior to the merger was as follows:

Year Ended 30 June 2014

Key Management Personnel	Short Term Benefits	Short Term Benefits	Equity Settled Shares ($)	Equity Settled Options ($)	Post Employment Super- annuation ($)	Total ($)
	Salary and Fees ($)	Bonuses ($)
C Nolan A Anthony McLellan J Calaway M McCauley	50,000 72,456 11,534 3,990	- - - -	- - - -	- - - -	4,625 6,630 - 369	54,625 79,086 11,534 4,359
	137,980	-	-	-	11,624	149,604

Refer to Note 1 of the financial statements for further information regarding the merger with Rockwell Minerals Limited.

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Following are employment details of persons who were key management personnel of the Group during the financial year:

Key Management Personnel	Position Held	Contract Details	Proportion of Remuneration	Proportion of Remuneration
R Anthon	Chairman	No fixed term, termination as provided by Corporations Act	Equity Based	Salary and Wages
			-	100%
C Treacy	Non-executive Director	No fixed term, termination as provided by CorporationsAct	-	100%
C Nolan	Non-executive Director	No fixed term, termination as provided by Corporations Act	43%	57%
R Seville	Non-executive Director	No fixed term, termination as provided by Corporations Act	43%	57%
T McManus	Chief Executive Officer (appointed Chief Operating Officer 29/9/14, appointed Chief Executive Officer 9/6/15)	No fixed term, 3 months notice to terminate	-	100%

Options Granted as Remuneration

There were no remuneration options granted during the current year.

Company Performance, Shareholder Wealth, and Director and Executive Remuneration

During the financial year, the Company has generated losses as its principal activity was mineral exploration.

The following table shows the share price of the Company since 2011.

	30 June 2015	30 June 2014	30 June 2013	30 June 2012	30 June 2011
Share Price atyear end($)	0.01	0.02	0.015	0.079	0.225

As the Company is still in the exploration and development stage, the link between remuneration, company performance and shareholder wealth is tenuous. Share prices are subject to the influence of metal prices and market sentiment towards the sector, and as such, increases and decreases might occur independent of executive performance and remuneration.

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Options Held by Key Management Personnel

Details of options held directly, indirectly or beneficially by key management personnel are as follows:

Key Management Personnel	Balance at 1 July 2014	Granted as Compen- sation	Exercised	Other Changes	Balance at 30 June 2015	Total Vested 30 June 2015	Total Vested and Exercisable 30 June 2015
R Anthon C Treacy C Nolan R Seville	- 6,200,000 3,300,000 -	- - - -	- - - -	- - - -	- 6,200,000 3,300,000 -	- 6,200,000 3,300,000 -	- 6,200,000 3,300,000 -
	9,500,000	-	-	-	9,500,000	9,500,000	9,500,000

Shares Held by Key Management Personnel

Details of shares held directly, indirectly or beneficially by key management personnel are as follows:

Key Management Personnel	Balance at 1 July 2014	Granted as Compen- sation	Received on Exercise of Options	Other Changes	Balance at 30 June 2015
R Anthon C Treacy C Nolan R Seville T McManus	- 22,750,004 1,047,372 16,981,177 -	- - 2,753,185 2,753,185 -	- - - - -	4,664,678 4,100,000 52,843 6,556,236 300,000	4,664,678 26,850,004 3,853,400 26,290,598 300,000
	40,778,553	5,506,369	-	15,673,757	61,958,680

This is the end of the Remuneration Report.

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Dividends

No dividend has been proposed or paid since the start of the financial year.

Options

At the date of this report, the unissued ordinary shares of the Company under options are as follows:

Unlisted Options

Grant Date	Expiry Date	Exercise Price	No. Under Option
23 October 2009	23 October 2015	$0.226(i)	4,500,000
30 November 2010	29 November 2015	$0.226(i)	500,000
28 March 2011	18 January 2017	$0.326(i)	1,000,000
4 December 2012	3 December 2016	$0.06(i)	200,000
8 February 2013	20 January 2017	$0.06(i)	2,350,000
20 March 2014	20 March 2018	$0.03(i)	9,300,000

(i) The Trust Deeds relating to the grant of these options provides for a reduction in the option exercise price where the Company undertakes a pro-rata issue of securities. The reduction in exercise price is calculated in accordance with the formula provided in the ASX Listing Rules.

There have been no unissued shares or interests under option of any controlled entity within the economic entity during or since reporting date. Option holders do not have any rights to participate in any share issue or other interests in the Company or any other entity.

Subsequent Events

There are no matters or circumstances that have arisen since the end of the year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

Environmental Issues

The Group is subject to significant environmental regulations under the laws of the Commonwealth of Australia and states of Australia in which the Group operates. The Group is also subject to environmental regulation in relation to its exploration activities in Chile and Argentina.

The directors monitor the Group’s compliance with environmental obligations. The directors are not aware of any compliance breach arising during the year and up to the date of this report.

Corporate Governance

In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Elementos Limited support and, where practicable or appropriate, have adhered to the ASX Principles of Corporate Governance. The Company’s corporate governance statement is contained on its website.

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ REPORT

Indemnifying Directors and Auditors

The Company has entered into a Deed with each of the directors whereby the Company has agreed to provide certain indemnities to each director to the extent permitted by the Corporations Act and to use its best endeavours to obtain and maintain directors’ and officers’ indemnity insurance, subject to such insurance being available at reasonable commercial terms.

The economic entity has paid premiums to insure each of the directors of the Company against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The contracts include a prohibition on disclosure of the premium paid and nature of the liabilities covered under the policy.

The Company has not given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums in respect of any person who is or has been an auditor of the Company or a related entity during the year and up to the date of this report.

Proceedings on Behalf of the Company

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

Non-Audit Services

The auditors did not provide any non-audit services during the year.

Auditor’s Independence Declaration

The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is attached to this financial report.

Signed in accordance with a resolution of the board of directors.

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R Anthon Chairman of Directors

Dated this 29th day of September 2015 Brisbane, Queensland

ELEMENTOS LIMITED ABN 49 138 468 756 AUDITOR’S INDEPENDENCE DECLARATION

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Tel: +61 7 3237 5999 Level 10, 12 Creek St Fax: +61 7 3221 9227 Brisbane QLD 4000 www.bdo.com.au GPO Box 457 Brisbane QLD 4001 Australia

DECLARATION OF INDEPENDENCE BY AJ WHYTE TO DIRECTORS OF ELEMENTOS LIMITED

As lead auditor of Elementos Limited for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Elementos Limited and the entities it controlled during the period.

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A J Whyte Director

BDO Audit Pty Ltd

Brisbane, 29 September 2015

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

ELEMENTOS LIMITED ABN 49 138 468 756

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2015

Note 30 June 2015 30 June 2014

	$ $
Revenue 2 96,706 12,641 Corporate and administrative expenses 3 (944,903) (1,026,188) Writeoff of exploration assets 8 (1,844,343) (277,473) Listing expenses 19 - (200,636) Loss before income tax expense (2,692,540) (1,491,656) Income tax expense 4 - - Loss for the year attributable to members of the parent entity (2,692,540) (1,491,656) Other comprehensive income Items that will be reclassified to profit or loss: Exchange differences on translation of foreign operations (73,705) (594,929) Other comprehensive income for the year net of tax (73,705) (594,929) Total comprehensive income attributable to members of the parent entity (2,766,245) (2,086,585) Basic and diluted earnings per share (cents per share) 15 (0.36) (0.33) The accompanying notes form part of these financial statements.	96,706 12,641 (944,903) (1,026,188) (1,844,343) (277,473) - (200,636)
	(2,692,540) (1,491,656) - -
	(2,692,540) (1,491,656)
	(73,705) (594,929)
	(73,705) (594,929)
	(2,766,245) (2,086,585)
	(0.36) (0.33)

ELEMENTOS LIMITED ABN 49 138 468 756

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015

Note 30 June 2015 30 June 2014

	$ $
CURRENT ASSETS Cash and cash equivalents 5 Trade and other receivables 6 Other current assets 7 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Exploration and evaluation assets 8 Property, plant and equipment 9 Other non-current assets 10 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 11 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 12 Reserves 13 Accumulated losses TOTAL EQUITY	761,828 682,689 19,380 25,527 10,917 14,406
	792,125 722,622
	4,859,170 6,456,348 4,186 36,060 13,950 26,047
	4,877,306 6,518,455
	5,669,431 7,241,077
	166,705 485,315
	166,705 485,315
	166,705 485,315
	5,502,726 6,755,762
	12,437,377 10,924,168 (604,464) (530,759) (6,330,187) (3,637,647)
	5,502,726 6,755,762

The accompanying notes form part of these financial statements.

ELEMENTOS LIMITED ABN 49 138 468 756

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015

Note	Contributed Equity Accumulated Losses Share-Based Payments Reserve Foreign Currency Translation Reserve Total $ $ $ $ $
Balance at 30 June 2013 Loss for the period Other comprehensive income for the period 13 Total comprehensive income Rockwell shares issued prior to merger 12 Shares issued due to capital raising 12 Equity settled compensation 12 Shares issued other 12 Transaction costs 12 Share based payments 19 Deemed value of notional merger shares issued 19 Balance at 30 June 2014 Loss for the period Other comprehensive income for the period 13 Total comprehensive income Shares issued due to capital raising 12 Equity settled compensation 12 Transaction costs 12 Balance at 30 June 2015	4,998,940 (2,145,991) - - 2,852,949 - (1,491,656) - - (1,491,656) - - - (594,929) (594,929)
	- (1,491,656) - (594,929) (2,086,585) 444,500 - - - 444,500 2,605,800 - - - 2,605,800 40,665 - - - 40,665 52,308 - - - 52,308 (59,794) - - - (59,794) - - 64,170 - 64,170 2,841,749 - - - 2,841,749
	10,924,168 (3,637,647) 64,170 (594,929) 6,755,762 - (2,692,540) - - (2,692,540) - - - (73,705) (73,705)
	- (2,692,540) - (73,705) (2,766,245) 1,543,948 - - - 1,543,948 37,021 - - - 37,021 (67,760) - - - (67,760)
	12,437,377 (6,330,187) 64,170 (668,634) 5,502,726

The accompanying notes form part of these financial statements.

ELEMENTOS LIMITED ABN 49 138 468 756

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015

Note	30 June 2015 30 June 2014 $ $
CASH FLOWS FROM OPERATING ACTIVITIES Interest received Other receipts Payments to suppliers and employees Net cash provided by/(used in) operating activities 14 CASH FLOWS FROM INVESTING ACTIVITIES Payments for exploration and evaluation assets Research and develpment refunds Cash acquired on acquistion of subsidiary Purchase of property, plant and equipment Net cash provided by/(used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Costs associated with share issues Net cash provided by/(used in) financing activities Net increase/(decrease) in cash held Cash at Beginning of Year Effect of exchange rates on cash holdings in foreign currencies Cash at End of Year 5	51,125 11,141 45,581 1,500 (818,863) (1,088,016)
	(722,157) (1,075,375)
	(1,352,157) (1,319,395) 682,268 - - 149,056 (5,844) (208)
	(675,733) (1,170,547)
	1,543,948 2,845,300 (67,760) (57,394)
	1,476,188 2,787,906
	78,298 541,984 682,689 143,733 841 (3,028)
	761,828 682,689

The accompanying notes form part of these financial statements.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements are general purpose financial statements that have been prepared in accordance with the Corporations Act 2001 , Australian Accounting Standards, and other authoritative pronouncements of the Australian Accounting Standards Board. Elementos Limited is a for-profit entity for the purpose of preparing the financial statements. The financial statements are presented in Australian dollars.

Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.

The financial statements are for the consolidated entity consisting of Elementos Limited and its Controlled Entities. Elementos Limited is a public company, incorporated and domiciled in Australia. The financial statements have been prepared on an accruals basis and are based on historical cost modified by the measurement at fair value of selected non-current assets, financial assets and liabilities. The financial report was authorised for issue on 29 September 2015 by the directors of the Company.

Separate financial statements for Elementos Limited as an individual entity are no longer presented following a change to the Corporations Act 2001. However, financial information required for Elementos Limited as an individual entity is included in Note 25.

Material accounting policies adopted in the preparation of these financial statements are presented below. They have been consistently applied unless otherwise stated.

Going Concern

The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The Group has not generated significant revenues from operations. During the year, the Group has raised $1.54 million from the issue of 128,662,404 shares. The Group’s ability to continue to adopt the going concern assumption will depend upon a number of matters including subsequent successful raising in the future of necessary funding and the successful exploration and subsequent exploitation of the Group’s tenements. In the absence of these matters being successful, there exists a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern with the result that the Group may have to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts different from those stated in the financial statements. No adjustments for such circumstances have been made in the financial statements.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Acquisition of Rockwell Minerals Ltd and its Controlled Entities

During the previous year, Rockwell Minerals Limited's original shareholders obtained a majority share interest in Elementos Limited after the merger transaction. This transaction did not meet the definition of a business combination in Australian Accounting Standard AASB3 Business Combinations . The transaction has therefore been accounted for in the consolidated financial statements in accordance with Australian Accounting Standard AASB2 Share-based Payment and has been accounted for as a continuation of the financial statements of Rockwell Minerals Limited together with a deemed issue of shares, equivalent to the shares held by the former shareholders of Elementos Limited. The deemed issue of shares is, in effect, a share-based payment transaction whereby Rockwell Minerals Limited is deemed to have received the net assets of Elementos Limited, together with the listing status of Elementos Limited. The overall accounting effect is very similar to that of a reverse acquisition in AASB3.

Since the consolidated financial statements represent a continuation of the financial statements of Rockwell Minerals Limited, the principles and guidance on the preparation and presentation of the consolidated financial statements in a reverse acquisition set out in AASB 3 have been applied:

• fair value adjustments arising at acquisition were made to Elementos Limited assets and liabilities, not those of Rockwell Minerals Limited;

• the cost of the acquisition and the amount recognised as issued capital to affect the transaction is based on the notional amount of shares that Rockwell Minerals Limited would have needed to issue Elementos Limited shareholders, for them to hold the same shareholding percentage in Rockwell Minerals Limited as they have in the Group post the actual transaction;

• accumulated losses and other equity balances in the consolidated financial statements at acquisition date are those of Rockwell Minerals Limited;

• a share-based payment transaction arises whereby Rockwell Minerals Limited is deemed to have issued shares in exchange for the net assets of Elementos Limited (together with the listing status of Elementos Limited). The listing status does not qualify for recognition as an intangible asset and has therefore been expensed in profit or loss as a listing expense;

• the equity structure in the consolidated financial statements (the number and type of equity instruments issued) at the date of the acquisition reflects the equity structure of Elementos Limited, including the equity instruments issued to effect the acquisition; and

• the results for the year ended 30 June 2014 comprise the consolidated results for the year of Rockwell Minerals Limited together with the results of Elementos Limited from the acquisition date, being 14 October 2013.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Principles of Consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Elementos Limited ("Company" or "parent entity") as at 30 June 2015, and the results of all subsidiaries for the year then ended. Elementos Limited and its subsidiaries together are referred to in these financial statements as the Group or the economic entity.

The names of the subsidiaries are contained in Note 23. All subsidiaries have a 30 June financial year end and are accounted for by the parent entity at cost. Subsidiaries are all entities over which the Group has control. The Group has control over an entity when the Group is exposed to, or has a right to, variable returns from its involvement with the entity, and has the ability to use its power to affect those returns.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of controlled entities have been changed where necessary to ensure consistency with the policies adopted by the Group.

Changes in ownership interests

When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in the carrying amount recognised in the profit or loss.

The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to the profit or loss.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director/Chief Executive Officer.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Income Tax

The income tax expense/(income) for the year comprises current income tax expense/(income) and deferred tax expense/(income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities/(assets) are therefore measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the period as well unused tax losses.

Current and deferred income tax expense/(income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Exploration and Evaluation Assets

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing.

A regular review has been undertaken on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

A provision is raised against exploration and evaluation assets where the directors are of the opinion that the carried forward net cost may not be recoverable or the right of tenure in the area lapses. The increase in the provision is charged against the results for the year. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

Restoration Costs

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the exploration and mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted for on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

The economic entity currently has no obligation for any restoration costs in relation to discontinued operations, nor is it currently liable for any future restoration costs in relation to current areas of interest. Consequently, no provision for restoration has been deemed necessary.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Impairment of Assets

At each reporting date, the economic entity reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the profit or loss.

Financial Instruments

Recognition and Initial Measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately.

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset.

Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

Classification and Subsequent Measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest rate method, or cost.

Fair value is the price that would be received to sell an asset or paid to transfer a Amortised cost is calculated as:

(a) the amount at which the financial asset or financial liability is measured at initial recognition;

(b) less principal repayments;

(c) plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and

(d) less any reduction for impairment.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Financial Instruments (cont)

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.

The economic entity does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

Financial Liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.

Impairment

At each reporting date, the economic entity assesses whether there is objective evidence that a financial instrument has been impaired. In the case of availablefor-sale financial instruments, a significant or prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the profit or loss.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of less than 3 months.

Issued Capital

Ordinary shares are classified as equity. Transaction costs (net of tax where the deduction can be utilised) arising on the issue of ordinary shares are recognised in equity as a reduction of the share proceeds received.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Share Based Payments

The economic entity makes equity-settled share based payments to directors, employees and other parties for services provided or the acquisition of exploration assets. Where applicable, the fair value of the equity is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a binomial lattice pricing model which incorporates all market vesting conditions. Where applicable, the number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

Where the fair value of services rendered by other parties can be reliably determined, this is used to measure the equity-settled payment.

Revenue

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Employee Benefits

Short-term employee benefit obligations

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled wholly within 12 months after the end of the reporting period are recognised in liabilities in respect of employees' services rendered up to the end of the reporting period and are measured at amounts expected to be paid when the liabilities are settled.

Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST (or overseas VAT), except where the amount of GST incurred is not recoverable. In these circumstances the GST (or overseas VAT) is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

Cash flows are presented in the statement of cash flows on a gross basis except for the GST component of investing and financing activities which are disclosed as operating cash flows.

Foreign Currency Transactions and Balances

Functional and presentation currency:

The functional and presentation currency of Elementos Ltd and its Australian subsidiaries is Australian dollars ($A).

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Foreign Currency Transactions and Balances (cont)

Transactions and balances:

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were measured.

Exchange differences arising on the translation of monetary items are recognised in the profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge.

Group Companies:

The financial results and position of foreign operations whose functional currency is different from the economic entity’s presentation currency are translated as follows:

• assets and liabilities are translated at period-end exchange rates prevailing at that reporting date;

• income and expenses are translated at average exchange rates for the period; - retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are recognised in other comprehensive income.

Earnings Per Share (EPS)

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial period adjusted for any bonus elements in ordinary shares issued during the period.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Critical Accounting Estimates and Judgements

The directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the economic entity.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Key Judgements

Exploration and Evaluation Assets

The economic entity performs regular reviews on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. These reviews are based on detailed surveys and analysis of drilling results performed to reporting date.

Exploration and evaluation assets at 30 June 2015 were $4,859,170 (2014: $6,456,348).

Acquisition of Elementos Ltd

During the previous year, Rockwell Minerals Ltd's original shareholders acquired a majority share interest in Elementos Ltd as part of the merger transaction. For the purpose of accounting for this transaction, Elementos Ltd was considered a business as defined in AASB3 Business Combinations. Contributing to this judgement is the fact that at the date of the merger, proven and probable reserves had not yet been established for the Elementos tenements, and significant additional expenditure was required to establish the viability of these tenements.

New and Amended Standards and Interpretations

None of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2014 affected any of the amounts recognised in the current period or any period prior and are not likely to affect future periods.

A number of new standards and amendments to the standards are effective for financial reporting periods beginning and after 1 July 2015 and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements when they are first applied.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

Critical Accounting Estimates and Judgements (cont)

Fair Values

Fair values may be used for financial asset and liability measurement as well as for sundry disclosures.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is based on the presumption that the transaction takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market. The principal or most advantageous market must be accessible to, or by, the Group.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability assuming that market participants act in their best economic interest.

The fair value measurement of a non-financial asset takes into account the market participant's ability to generate economic benefits by using the asset at its highest and best use or by selling it to another market participant that would use the asset at its highest and best use.

In measuring fair value, the Group uses valuation techniques that maximise the use of observable inputs and minimise the use of unobservable inputs.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 2: REVENUE Revenue from operating activities: Interest received from other persons Consulting fees Other NOTE 3: EXPENSES Included in expenses are the following items: Depreciation Foreign currency translation loss/(profit) Employee benefits expense comprises: Salaries and wages Contributions to defined contribution plans Equity settled options Annual leave expensed Less capitalised as exploration assets	30 June 2015 30 June 2014 $ $
	51,125 11,141 45,581 - - 1,500
	96,706 12,641
	37,790 8,079 (98) 139
	676,099 388,008 50,401 28,711 - 64,170 7,386 10,704 (11,239) (51,605)
	722,647 439,988

NOTE 4: INCOME TAX EXPENSE

NOTE 4: INCOME TAX EXPENSE
The prima facie tax on the operating	loss	is
reconciled to income tax expense as follows:
Prima facie tax/(benefit) on loss from ordinary
activities before income tax at 30% (2014: 30%)			(807,762)	(447,496)
Adjust for tax effect of:
Non-deductible amounts			81,841	32,832
Tax loss not recognised			488,425	414,664
Temporary differences recognised			237,496
Income tax expense/(benefit)			-	-

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

30 June 2015 30 June 2014 $ $

NOTE 4: INCOME TAX (CONT)

Deferred tax assets and liabilities not recognised, the net benefit of which	will only be
realised if the conditions for deductibility set out in Note 1 occur:
Temporary differences -	63,021
Tax losses 3,650,673	3,162,248

The Group has carried forward tax losses of $12,960,563 in Australia, which must satisfy the Continuity of Ownership Test, or failing that, the Same Business Test, in order to be utilised in the future. NOTE 5: CASH AND CASH EQUIVALENTS

Cash at bank and on hand Short term deposits NOTE 6: TRADE AND OTHER RECEIVABLES Current: Other receivables	307,426 639,462 454,402 43,227
	761,828 682,689
	19,380 25,527

There are no balances within other receivables that contain assets that are impaired or are past due. It is expected these balances will be received when due. There are no balances with terms that have been renegotiated, but which would otherwise be past due or impaired.

These amounts are non-interest bearing and generally on 30 day terms. No collateral is held over receivables.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 7: OTHER CURRENT ASSETS Current: Other deposits Prepayments NOTE 8: EXPLORATION AND EVALUATION ASSETS Exploration and evaluation phase - at cost Opening balance - at cost Acquisition of tenements Capitalised exploration expenditure Exploration and evaluation assets acquired on the merger Foreign currency translation movement Exploration and evaluation assets written off Total exploration and evaluation assets Less research and development refunds received Carrying amount at the end of the year Exploration and evaluation expenditure carried forward in respect of areas of interest are: Movement in exploration and evaluation assets:	30 June 2015 30 June 2014 $ $
	790 790 10,127 13,616
	10,917 14,406
	4,859,170 6,456,348
	6,456,348 2,879,676 - 808,011 1,003,138 891,063 - 2,750,000 (73,705) (594,929) (1,844,343) (277,473)
	5,541,438 6,456,348 (682,268) -
	4,859,170 6,456,348

Recoverability of the carrying amount of exploration assets is dependent on the successful development and commercial exploitation of projects, or alternatively, through the sale of the areas of interest.

Elementos Limited completed a merger transaction during the previous year with Rockwell Minerals Limited. As part of this merger, exploration assets with a fair value of $2,750,000 were acquired.

In regards to the Cleveland project, there has been recent exploration and evaluation activity, and ongoing activity is planned.

The Santo Domingo project has been written off in full.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	30 June 2015	30 June 2014	30 June 2014
	$	$
NOTE 9: PLANT AND EQUIPMENT
Plant and Equipment
At cost	38,542	117,875
Accumulated depreciation	(34,356)	(81,815)
Total plant and equipment	4,186		36,060
Reconciliation of the carrying amounts for property,	plant and equipment is		set out
below:
Balance at the beginning of year	36,060		-
Additions on merger	-		44,524
Additions during the year	5,844		208
Disposals during the year	-		-
Depreciation expense	(37,790)		(8,079)
Foreign currency translation movement	72		(593)
Carrying amount at the end of year	4,186		36,060
NOTE 10: OTHER NON-CURRENT ASSETS
Mining Lease Deposits	13,950		7,950
Tax credits	-		18,097
	13,950		26,047
NOTE 11: TRADE AND OTHER PAYABLES
Current:
Trade payables and accrued expenses	165,404	476,813
Short term employee benefits	1,301		8,502
Total payables (unsecured)	166,705	485,315

The average credit period on purchases of goods and services is 30 days. No interest is paid on trade payables.

ELEMENTOS LIMITED

ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015

NOTE 12: CONTRIBUTED EQUITY

NOTE 12: CONTRIBUTED EQUITY
Fully paid ordinary shares Balance as at 1 July Rockwell shares issued prior to merger 26 July 2013 (a) 2 August 2013 (b) Reversal of existing shares on merger Existing Elementos shares on issue Other share issues: 22 November 2013 (c) 22 November 2013 (d) 20 March 2014 (e) 20 March 2014 (f) 11 June 2014 (g) 11 June 2014 (h) 11 June 2014 (i) 11 June 2014 (j) 11 June 2014 (k) 25 July 2014 (l) 11 August 2014 (m) 11 August 2014 (n) 2 October 2014 (o) 23 December 2014 (p) 23 December 2014 (q) 5 March 2015 (r) Balance as at 30 June Total transaction costs associated with share issues Net issued capital Issue of shares on acquisition of Rockwell Minerals Limited (refer note 19)	No. of Shares $ 2015		No. of Shares $ 2014
	633,310,870 83,186,790 40,315,384 2,000,230 1,403,366 2,402,372 3,160,000 1,700,632	10,924,168 998,240 483,785 24,003 14,174 14,174 37,920 8,673	70,390,006 4,998,940 4,000,000 200,000 4,890,000 244,500 (79,280,006) - 188,638,746 - 277,480,026 2,841,749 632,507 12,081 68,950,000 1,379,000 15,000,000 300,000 887,923 14,278 48,066,667 576,800 29,166,667 350,000 120,000 2,400 3,395,135 49,908 973,199 14,306
	767,479,644	12,505,137 (67,760)	633,310,870	10,983,962 (59,794)
		12,437,377		10,924,168

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 12: CONTRIBUTED EQUITY (CONT)

Ordinary shareholders are entitled to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amount paid on the shares held. Every ordinary shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands or by poll. Ordinary shares have no par value.

• (a) Issued at 5 cents each, pursuant to directors and executive staff salary sacrifice plan.

• (b) Issued at 5 cents each, pursuant to a private placement.

• (c) Issued at 1.91 cents each, pursuant to directors and executive staff salary sacrifice plan.

• (d) Issued at 2 cents each, pursuant to a private placement.

• (e) Issued at 2 cents each, pursuant to a private placement.

(f) Issued at 1.608 cents each, pursuant to directors and executive staff salary sacrifice plan.

• (g) Issued at 1.2 cents each, pursuant to a private placement.

(h) Issued at 1.2 cents each, issued as payment to acquire an interest in a tenement.

• (i) Issued at 2.0 cents each, as settlement of placement fees.

• (j) Issued at 1.47 cents each, as payment of a tenement option payment.

• (k) Issued at 1.47 cents each, pursuant to directors and executive staff salary sacrifice plan.

• (l) Issued at 1.2 cents each, pursuant to a rights issue.

• (m) Issued at 1.2 cents each, shortfall placement of the rights issue.

• (n) Issued at 1.2 cents each, pursuant to a private placement.

• (o) Issued at 1.01 cents each, pursuant to directors and exectuive staff salary sacrifice plan.

• (p) Issued at 0.059 cents each, pursuant to directors and exectuive staff salary sacrifice plan.

• (q) Issued at 1.2 cents each, pursuant to shareholder approval at AGM held on 26 November 2014.

• (r) Issued at 0.051 cents each, pursuant to directors and exectuive staff salary sacrifice plan.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 12: CONTRIBUTED EQUITY (CONT)

NOTE 12: CONTRIBUTED EQUITY (CONT)
Options Unlisted Share Options Balance at the beginning of the reporting period Options acquired as part of the merger Options issued during the period: Issued to directors (a) Issued to staff (b) Lapsed (c) Exercisable at end of year	30 June 2015 30 June 2014 No. of Options No. of Options 17,850,000 18,400,000
	18,400,000 - - 9,100,000 - 6,200,000 - 3,100,000 (550,000) -
	17,850,000 18,400,000

• (a) Issued to directors pursuant to shareholder approval

• (b) Issued to staff pursuant to the Employee Share Option Plan

• (c) Staff options lapsed

Capital Management

Exploration companies such as Elementos Limited are funded almost exclusively by share capital. The Group has no debt. The Group's capital comprises equity, as disclosed in the statement of financial position.

Management controls the capital of the Group to ensure it can fund its operations and continue as a going concern. Capital management policy is to fund its exploration activities by way of equity. No dividend will be paid while the Group is in exploration stage. There are no externally imposed capital requirements.

There have been no changes to the capital management policies during the year.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 13: RESERVES

Foreign Currency Translation Reserve

The foreign currency translation reserve records exchange differences arising on translation of foreign controlled subsidiaries. Amounts are reclassified to profit or loss when the investment is disposed of.

Share-Based Payments Reserve

The share-based payment reserve is used to recognise the fair value of options issued to employees. This reserve can be reclassified as retained earnings if options

NOTE 14: CASH FLOW INFORMATION Profit/(loss) after income tax Non-cash flows in loss from ordinary activities: Depreciation Share based payment expense Exploration expenditure written off Equity settled compensation Changes in operating assets and liabilities: (Increase)/Decrease in receivables (Decrease)/Increase in payables Cash flows from operations NOTE 15: EARNINGS PER SHARE Net loss used in the calculation of basic and diluted EPS Reconciliation of Cash Flow from Operations with Loss after Income Tax: (Increase)/Decrease in prepayments and other assets Weighted average number of ordinary shares outstanding during the period used in the calculation of basic EPS	30 June 2015 30 June 2014 $ $
	(2,692,540) (1,491,656) 37,790 8,079 - 64,170 1,844,343 277,473 37,021 245,269 5,020 143,292 4,103 4,444 42,106 (326,446)
	(722,157) (1,075,375)
	(2,692,540) (1,491,656)
	752,713,682 452,331,868

Options are considered potential ordinary shares. Options issued are not presently dilutive and were not included in the determination of diluted earnings per share for the period.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 16: COMMITMENTS

(a) Exploration Commitments

The Group must meet minimum expenditure commitments in relation to option agreements over exploration tenements and to maintain those tenements in good standing.

The Group has certain obligations to expend minimum amounts on exploration in tenement areas. These obligations may be varied from time to time and are expected to be fulfilled in the normal course of operations of the Group.

Not later than 1 year Later than 1 year but not later than 5 years Total commitment	30 June 2015 30 June 2014 $ $
	1,739,675 1,443,579 1,102,401 1,921,057
	2,842,077 3,364,636

To keep tenements in good standing work programs should meet minimum expenditure requirements. The Group has the option to negotiate new terms or relinquish the tenements, and also meet expenditure requirements by joint venture or farm-in arrangements (where not currently existing). The current joint venture partners are responsible for approximately $1.6 million of the above expenditure commitments.

(b) Operating Lease Commitments

(b) Operating Lease Commitments
Not later than 1 year Later than 1 year but not later than 5 years Total commitment The operating leases consist of premises and equipment leases.	- 15,732 - -
	- 15,732

NOTE 17: CONTINGENT LIABILITIES

There were no contingent liabilities at the end of the reporting period.

NOTE 18: RELATED PARTY TRANSACTIONS

Parent Entity

Elementos Limited is the legal parent and ultimate parent entity of the Group, owning 100% of all subsidiaries at 30 June 2015.

Subsidiary

Interest in subsidiaries are disclosed in Note 23.

Key Management Personnel Short-term employee benefits Post-employment benefits Share-based payments	417,850 198,419 35,632 18,353 37,020 242,780
	490,502 459,552

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 19: SHARE-BASED PAYMENTS

Merger

On 14 October 2013, Elementos Limited completed a merger transaction with Rockwell Minerals Limited to acquire 100% of the issued capital through an offmarket takeover offer.

Under the takeover offer, each Rockwell shareholder was offered 3.5 Elementos shares for each Rockwell share, resulting in Rockwell shareholders becoming the controlling shareholders of Elementos.

Consequently, this transaction was accounted for as discussed in Note 1.

The value of the transaction is as follows:	30 June 2015	30 June 2015	30 June 2014
		$	$
Assets and liabilities acquired
Cash and cash equivalents		-	149,056
Trade and other receivables		-	37,907
Other current assets		-	3,591
Property, plant and equipment		-	44,524
Exploration and evaluation assets		-	2,750,000
Trade and other payables		-	(343,965)
		-	2,641,113
Fair value of notional shares that Rockwell
Minerals Limited issued to effect the transaction			2,841,749
		-
Listing expense		-	200,636
The fair value of the shares was assessed on the basis of		the fair	value of the net
assets acquired and Elementos Limited's listing status.
Director and Employee Share-based Payments
Share based payment expense recognised during the	year:
Options issued to employees under employee share option plan		-	21,390
Options issued to directors under director share
option plan		-	42,780
		-	64,170
NOTE 20: AUDITORS' REMUNERATION
Remuneration of the auditor of the parent entity:
BDO Audit Pty Ltd and its related entities
- auditing or reviewing the financial reports		36,092	22,136
- independent experts report and associated		-	7,500
		36,092	29,636

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 21: FINANCIAL RISK MANAGEMENT

(a) Financial Risk Management Policies

The Elementos Group's financial instruments comprises cash balances, receivables and payables. The main purpose of these financial instruments is to provide finance for Group operations.

Treasury Risk Management

Key executives of the Company meet on a regular basis to analyse exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.

The board of directors has overall responsibility for the establishment and oversight of the Group's risk management framework. Management is responsible for developing and monitoring the risk management policies and reports to the board.

Financial Risks

The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. These risks are managed through monitoring of forecast cash flows, interest rates, economic conditions and ensuring adequate funds are available.

Interest Rate Risk

The Group's exposure to interest rate risk, which is the risk that a financial instrument's cash flows or fair value will fluctuate as a result of changes in market interest rates, arises in relation to theGroup's bank balances.

This risk is managed through the use of variable rate bank accounts.

Liquidity Risk

Liquidity risk is the risk that the Group will not be able meet its financial obligations as they fall due. This risk is managed by ensuring, to the extent possible, that there is sufficient liquidity to meet liabilities when due, without incurring unacceptable losses or risking damage to the Group's reputation.

The economic entity's activities are funded from equity sources.

Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is their carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements.

Credit risk arises from exposures to deposits with financial institutions and sundry receivables.

Credit risk is managed and reviewed regularly by key executives. The key executives monitor credit risk by actively assessing the rating quality and liquidity of counter

• only banks and financial institutions with an ‘A’ rating are utilised; and

• all other entities are rated for credit worthiness taking into account their size, market position and financial standing.

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 21: FINANCIAL RISK MANAGEMENT (CONT)

At 30 June 2015, there was no concentration of credit risk, other than bank balances and on geographical basis with most financial assets in Australia (2014: nil).

Foreign Currency Risk

The Group is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in currencies other than the relevant entity's functional currency.

Financial assets and liabilities exist for the Group's Argentine operations, and thus there is exposure to the Argentine Peso. As this risk is minor, it is not hedged. At reporting date, the net foreign currency risk (stated in $AUD) was $836 (2014: $3,014).

Financial assets and liabilities exist for the Group's Chilean operations, and thus there is exposure to the Chilean Peso. As this risk is minor, it is not hedged. At reporting date, the net foreign currency risk (stated in $AUD) was $nil (2014: $358).

(b) Financial Instrument Composition and Contractual Maturity Analysis

Financial assets: Within 6 months - cash & cash equivalents (i) - receivables (ii) Financial liabilities: Within 6 months - payables (ii)	30 June 2015 30 June 2014 $ $
	761,828 682,689 19,380 25,527
	781,208 708,216
	(166,705) (485,315)

(i) Floating interest rates, with weighted average effective interest rate 1.79%, with an average maturity of 10 days.

(ii) Non-interest bearing. The contractual cash flows do not differ to the carrying amount.

(c) Net Fair Values

Fair values of financial assets and financial liabilities are materially in line with carrying values.

(d) Sensitivity Analysis

The Company has performed sensitivity analysis relating to its exposure to interest rate risk. At year end, the effect on profit and equity as a result of a 1% change in the interest rate, with all other variables remaining constant would be +/- $7,610 (2014: The Group has performed sensitivity analysis relating to its exposure to foreign exchange risk. At year end, the effect on profit and equity as a result of a 10% change in the Argentine Peso, with all other variables remaining constant would be +/-$10,731 (2014: $9,602). The effect on profit and equity as a result of a 10% change in the Chilean Peso, with all other variables remaining constant would be +/-$nil (2014: $462).

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 22: SEGMENT REPORTING

Description of Segments

Operating segments have been determined on the basis of reports reviewed by the chief operating decision maker. The Managing Director/Chief Executive Officer are considered to be the chief operating decision maker of the Group. The Managing Director/Chief Executive Officer assess and review activities based on each area of interest. Each area of interest is aggregated on a geographic basis to form a reportable segment. The Group's exploration activities in each area of interest are primarily centered around tin, copper and gold. The Group's reportable segments are Australia, Chile and Argentina.

Information provided to the Managing Director/Chief Executive Officer

Segment information provided to the Managing Director/Chief Executive Officer for the year ended 30 June 2015 is as follows:

2015			Australia	Chile	Argentina	Total
			$		$	$
Depreciation			(37,169)	-	(621)	(37,790)
Write back/(off) of exploration assets			-	-	(1,844,343)	(1,844,343)
EBITDA			(28,179)	-	(1,802,128)	(1,830,307)
Segment	Assets and Liabilities
Segment	assets		4,881,188	-	4,884	4,886,072
Segment	liabilities		(42,943)	-	(8,033)	(50,976)
Additions	to capitalised	exploration
expenditure			923,500	-	-	923,500
2014			Australia	Chile	Argentina	Total
			$		$	$
Depreciation			(6,656)	-	(1,423)	(8,079)
Write back/(off) of exploration assets			-	-	(277,473)	(277,473)
EBITDA			(733,416)	(11,978)	(436,342)	(1,181,736)
Segment	Assets and Liabilities
Segment	assets		4,643,100	13,187	1,792,868	6,449,155
Segment	liabilities		(412,254)	(6,638)	(21,127)	(440,019)
Additions	to capitalised exploration
expenditure			1,585,205	-	2,863,869	4,449,074

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 22: SEGMENT REPORTING (CONT)

			30 June 2015	30 June 2014
			$	$
Segment profit or loss	before tax		(1,830,307)	(1,181,736)
Interest received	from	other	29,073	1,551
Corporate and other	expenses		(891,306)	(311,471)
Profit or loss before tax			(2,692,540)	(1,491,656)
Segment assets excludes corporate assets. Segment assets reconciles to total
assets as follows:
Segment assets			4,886,072	6,449,155
Cash			757,048	660,999
Plant and equipment			-	35,121
Other corporate assets			26,311	95,802
Total assets			5,669,431	7,241,077

Segment liabilities excludes corporate liabilities. Segment liabilities reconciles to total liabilities as follows:

Total liabilities Segment liabilities Trade and other payables	(50,976) (440,019) (115,729) (45,296)
	(166,705) (485,315)

NOTE 23: SUBSIDIARIES

The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned subisdiaires in accordance with the accounting policy described in Note 1:

	Country of	Ownership	interest
	incorporation	2015	2014
Rockwell Minerals Limited	Australia	100%	100%
Rockwell Minerals (Tasmania) Pty L	Australia	100%	100%
Element Minerals Australia Pty Ltd	Australia	100%	100%
Elementos Minerales S.A.	Argentina	100%	100%
Elementos Chile Limitda	Chile	100%	100%

ELEMENTOS LIMITED ABN 49 138 468 756

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 24: SUBSEQUENT EVENTS

There were no subsequent events after year end.

NOTE 25: PARENT ENTITY INFORMATION

The following information relates to the parent entity, Elementos Limited at 30 June 2015. This information has been prepared using consistent accounting policies as presented in Note 1.

policies as presented in Note 1.
Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Contributed equity Reserves Accumulated losses Total equity Loss for the period Other comprehensive income for the period Total comprehensive income for the period	30 June 2015 30 June 2014 $ $
	777,286 684,820 7,833,324 17,098,985
	8,610,610 17,783,805
	130,338 106,183 - -
	130,338 106,183
	28,332,909 26,819,699 1,073,392 1,073,392 (20,926,029) (10,215,469)
	8,480,272 17,677,622
	(10,710,560) (3,349,071) - -
	(10,710,560) (3,349,071)

The Company has no contingent liabilities, nor has it entered into any guarantees in relation to the debts of its subsidiaries (2014: nil).

The Company has not entered into any contractual commitments for the acquisition of property, plant and equipment (2014: nil).

The Company and its Australian 100% owned controlled entities have formed a tax consolidated group.

Members of the Group entered into a tax sharing arrangement. The agreement provides for the allocation of income tax liabilities between the entities in proportion to their contribution to the Group's taxable income. The head entity of the tax consolidated Group is Elementos Ltd.

NOTE 26: COMPANY DETAILS

The registered office and principal place of business is:

Level 5, 10 Market Street

Brisbane, Queensland, 4000 Australia

ELEMENTOS LIMITED ABN 49 138 468 756

DIRECTORS’ DECLARATION

The directors of the Company declare that:

1. The attached financial statements and notes are in accordance with the Corporations Act 2001, including:

2. (a) complying with Accounting Standards which, as stated in accounting policy note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and

3. (b) giving a true and fair view of the Company’s and the consolidated entity’s financial position as at 30 June 2015 and of their performance for the financial year ended on that date.

4. The chief executive officer and chief financial officer have each declared that:

5. (a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001 ;

6. (b) the financial statements and notes for the financial year comply with the Accounting Standards; and

7. (c) the financial statements and notes for the financial year give a true and fair view.

8. In the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the board of directors.

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R Anthon Chairman

Dated this 29th September 2015 Brisbane, Queensland

Tel: +61 7 3237 5999 Level 10, 12 Creek St Fax: +61 7 3221 9227 Brisbane QLD 4000 www.bdo.com.au GPO Box 457 Brisbane QLD 4001 Australia

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INDEPENDENT AUDITOR’S REPORT

To the members of Elementos Limited

Report on the Financial Report

We have audited the accompanying financial report of Elementos Limited, which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Elementos Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

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Opinion

In our opinion:

• (a) the financial report of Elementos Limited is in accordance with the Corporations Act 2001, including:

• (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and

• (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and

• (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Emphasis of matter

Without modifying our opinion, we draw attention to Note 1 in the financial report, which indicates that the ability of the consolidated entity to continue as a going concern is dependent upon the future successful raising of necessary funding through equity, successful exploration and subsequent exploitation of the consolidated entity’s tenements, and/or sale of non-core assets. These conditions, along with other matters as set out in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Elementos Limited for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001.

BDO Audit Pty Ltd

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A J Whyte Director

Brisbane, 29 September 2015

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.