ELEMENTOS LIMITED — Capital/Financing Update 2013

Nov 3, 2013

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1 November 2013

ALLOTMENT OF SECURITIES TO ROCKWELL MINERALS LIMITED

Elementos Limited (ASX: ELT) (“Elementos” or the “Company”) hereby attaches the Appendix 3B for the issue and allotment of Elementos securities pursuant to the scrip based merger with Rockwell Minerals Limited (“Rockwell”), as approved by Elementos shareholders at the Company’s Extraordinary General Meeting held on 8 October 2013.

It should be noted that the shares contained in the attached Appendix 3B relate only to the allotment to those Rockwell shareholders who accepted the Elementos offer by the closing date of 14 October 2013. As a result of this allotment process, Elementos now holds an effective 98.98% interest in Rockwell.

As outlined in the Company’s market release of 15 October 2013, Elementos has moved to acquire the remaining 1.02% of Rockwell via the issuance of Compulsory Acquisition Notices to the remaining Rockwell shareholders. Pursuant to this process, Elementos is expected to hold a 100% interest in Rockwell in approximately 30 days.

Rockwell holds a 100% interest in Rockwell Minerals (Tasmania) Pty Ltd, which has a 50% interest in and the right to acquire the remaining interest in the Cleveland tin and tungsten project in Tasmania.

For more information please contact:

Calvin Treacy

Managing Director Phone: +61 (7) 3221 7770 Email: admin@elementos.com.au

Elementos is an Australian, ASX-listed, diversified metals company, including Cleveland, an advanced stage tin-copper and tungsten project in Tasmania, together with a number of prospective copper and gold assets in South America and Australia.

Please visit us at www.elementos.com.au

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Appendix 3B – New Issue Announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

ELEMENTOS LIMITED

ABN

49 138 468 756

We (the entity) give ASX the following information:

Part 1 - All issues

1 Class of securities issued or to be issued 2 Number of securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the securities 4 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? 5 Issue price or consideration 6 Purpose of the issue 6a Is the entity an eligible entity that has obtained security holder approval under rule 7.1A? 6b The date the security holder resolution under rule 7.1A was passed 6c Number of securities issued without security holder approval under rule 7.1 6d Number of securities issued with security holder approval under rule 7.1A 6e Number of securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	OrdinaryShares
	274,645,024
	As perexisting ordinary shares
	Yes
	A$0.02
	Issue of securities pursuant to the scrip based merger with Rockwell Minerals Limited.
	Yes
	16 November 2012
	Nil
	Nil
	Nil

Appendix 3B – New Issue Announcement

6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non- cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering securities into uncertificated holdings or despatch of certificates. 8 Number and class of all securities quoted on ASX 9 Number and class of all securities not quoted on ASX 10 Dividend policy on the increased capital (interests)	Nil	Nil
	N/A
	N/A
	LR 7.1: 69,492,566 LR7.1A: 46,328,377
	1 November 2013
	Number	Class
	463,283,770 32,952,052	Ordinary Shares Options
	Number Class
	4,500,000 1,500,000 650,000 500,000 1,000,000 200,000 2,350,000 Options exercisable at $0.226 expiring 23 October 2015 Options exercisable at $0.30 expiring 23 December 2013 Options exercisable at $0.226 expiring 7 September 2015 Options exercisable at $0.226 expiring 30 November 2015 Options exercisable at $0.326 expiring 18 January 2017 Options exercisable at $0.06 expiring 3 December 2016 Options exercisable at $0.06 expiring 20 January2017
	Not Applicable

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

12 Is the issue renounceable or non-renounceable?

Appendix 3B – New Issue Announcement

13	Ratio in which the securities will be offered
14	Class of securities to which the offer relates
15	Record date to determine entitlements
16	Will holdings on different registers (or subregisters)
	be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to
	fractions
18	Names of countries in which the entity has security
	holders who will not be sent new issue documents
19	Closing date for receipt of acceptances or
	renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who
	lodge acceptances or renunciations on behalf of
	security holders
25	If the issue is contingent on security holders’
	approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus
	or Product Disclosure Statement will be sent to
	persons entitled
27	If the entity has issued options, and the terms entitle
	option holders to participate on exercise, the date on
	which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do security holders sell their entitlements in full
	through a broker?
31	How do security holders sell part of their
	entitlements through a broker and accept for the
	balance?
32	How do security holders dispose of their entitlements
	(except by sale through a broker)?
33	Despatch date

Appendix 3B – New Issue Announcement

Part 3 - Quotation of securities

• 34 Type of securities ( tick one )

• (a)

• X Securities described in Part 1

• (b) All other securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

• 36 If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional securities

Entities that have ticked box 34(b)

38 Number of securities for which quotation is sought 39 Class of securities for which quotation is sought 40 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? If not, please state:  the date from which they do

• the extent to which they participate for the next dividend, or interest payment

 the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now 42 Number and class of all securities quoted on ASX ( including the securities in clause 38)

Number Class

Appendix 3B – New Issue Announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	148,290,347
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period	283,367,262 31,626,161 Nil
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	463,283,770
Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	69,492,566
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4	nil
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15	69,492,566
Subtract“C”	nil
Total[“A” x 0.15] – “C”	69,492,566

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step	1: Calculate “A”, the base figure from which the placement capacity is calculated
“A”	(number must be same as shown in Step 1 of Part ) 463,283,770

Appendix 3B – New Issue Announcement

Step 2: Calculate 10% of “A”
“D”	0.10
Multiply“A” by 0.10	46,328,377
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	nil
“E”	Nil
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 (number must be same as shown in Step 2)	46,328,377
Subtract“E” (number must be same as shown in Step 3)	nil
Total[“A” x 0.10] – “E”	46,328,377

Quotation agreement

• 1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the securities on any conditions it decides.

• 2

• We warrant the following to ASX.

• The issue of the securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those securities should not be granted quotation.

• An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided at the time that we request that the securities be quoted.

• If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: Company Secretary

Date: 1 November 2013

Print name: Paul Crawford