ELEMENTOS LIMITED — Capital/Financing Update 2014

Jun 18, 2014

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

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/00, 30/9/01, 11/3/02, 1/1/03, 24/10/05, 1/8/12, 4/3/13.

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 issue date 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) 6f Number of securities issued under an exception in rule 7.2	OrdinaryShares
	Maximum of 126,662,174
	As perexisting ordinary shares
	Yes
	$0.012per share
	Fund ongoing evaluation and development of the Cleveland Tin Mine and workingcapital
	Yes
	29 November 2013
	Nil
	Nil
	Nil
	126,662,174 as part of a renounceable, pro- ratarightsissue offerto shareholders.

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Appendix 3B – New Issue Announcement

• 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.

N/A
N/A
LR 7.1: 21,135,217 LR7.1A: 67,922,457
25 July2014.
Number	Class
759,973,042	Ordinary shares
Number	Class
4,500,000 550,000 500,000 1,000,000 200,000 2,350,000 9,300,000	Options exercisable at $0.226 expiring 23 October 2015 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 January 2017 Options exercisable at $0.03 expiring20 March 2018
nil

• 6h If securities were issued under rule 7.1A for noncash 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 Issue dates.

• 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)

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval required?

• 12 Is the issue renounceable or non-renounceable?

• 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

No Renounceable 1:5 Fully paid ordinary shares 26 June 2014 Yes All fractions are to be rounded up to the nearest whole number. Countries other than Australia and New Zealand.

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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 offer document 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 Issue date	18 July 2014
	Mr Andrew Grieg
	Nil
	ParadigmSecurities
	Min $20,000 Max $65,00 depending on amountplaced
	Nil
	N/A
	1 July 2014
	23 June 2014
	24 June 2014
	11July2014
	By instructing the security holder’s stockbroker personally and providing the relevant details from the Entitlement andAcceptanceform.
	By instructing the security holder’s stockbroker personally and providing the relevant details from the Entitlement and Acceptance form. To take up the remaining part of their entitlement security holders should follow instructions on the Entitlement andAcceptanceform
	By completing and returning a standard renunciation form, which may be obtained from the Company’s share registry,Boardroom PtyLimited.
	Expected to be 25 July2014

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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 X 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 X 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 issue date 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

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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 Amended 04/03/2013

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 issue date or date of agreement to issue	154,349,209
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	412,864,436 112,010,928 nil
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period
“A”	679,224,573
Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	101,883,686
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	80,748,469
“C”	80,748,469
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 (number must be same as step 2)	101,883,686
Subtract“C” (number must be same as step 3)	80,748,469
Total[“A” x 0.15] – “C”	21,135,217

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Rule 7.1A – Additional placement capacity for eligible entities	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 1	67,224,573
Step 2: Calculate 10% of “A”
“D”	0.10
Multiply“A” by 0.10	67,922,457

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Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used	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)	67,922,457
Subtract“E” (number must be same as shown in Step 3)	Nil
Total[“A” x 0.10] – “E”	67,922,457

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.

• 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 is not available now, we 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.

Sign here: Date: 20 June 2014 (Director/Company Secretary)

Print name: PAUL CRAWFORD

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