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ELEMENTOS LIMITED Director's Dealing 2014

Mar 23, 2014

64837_rns_2014-03-23_309e5d52-9ac7-4ad2-8590-1d7f12b286a0.pdf

Director's Dealing

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24 March 2014

APPENDIX 3Y – REISSUE

We refer to the announcement released on 21[st] March 2014 regarding the completion of the issue of options to acquire Shares ( Options ) to Mr Calvin Treacy, as approved by Elementos Limited ( Elementos ) shareholders on 20 February 2014 ( Option Issue ).

That announcement disclosed that Elementos had identified that an Appendix 3Y had not previously been released to the ASX in respect of Mr Treacy’s relevant interest in Elementos Shares that arose from the completion of the acquisition of Rockwell Minerals Limited ( Rockwell ) ( Acquisition ).

The relevant Appendix 3Y attached to that announcement also included disclosure of Mr Treacy’s relevant interest following the issue of Options to Mr Treacy, which incorporated Mr Treacy’s relevant interest arising from the Acquisition.

Elementos now encloses two separate Appendix 3Y’s, which, separately, disclose:

  • (a) the change in Mr Treacy’s relevant interest arising from the Acquisition; and

  • (b) the change in Mr Treacy’s relevant interest arising from the Option Issue.

Elementos further advises that:

  • (a) The Appendix was lodged late as a result of an administrative oversight within Elementos. The 3Y and disclosure of this oversight was made immediately upon Elementos becoming aware of it.

Specifically, Mr Treacy was appointed as a Director of Elementos following the Acquisition in late October 2013.

However, while Mr Treacy’s interest in Rockwell shares was disclosed to Shareholders in Rockwell’s Targets’ Statement dated 7 August, the release of Appendix 3Y following the subsequent allotment of Shares to Mr Treacy on 1 November 2013, in accordance with the Acquisition, was overlooked.

  • (b) Elementos has adopted formal Board Governance Protocols that require each Director to provide disclosure of changes in their relevant interests.

These requirements are also contained in the Company’s securities trading policy and the letter of appointment for each Director also refers to these requirements and, expressly, the need to disclose this information to Elementos at the time of such transactions so that this information can be disclosed to the market.

  • (c) Elementos considers that the current arrangements are adequate to ensure and that the late lodgement was an isolated instance that can be attributed solely to an administrative error at a time when there was a

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significant change in the composition of the Company’s Board and management.

Notwithstanding this, the Company intends to review its Corporate Governance Protocols so as to remind each of its Directors and senior management of these requirements at is next Board meeting.

For more information please contact:

Linda Scott

Company Secretary Phone: +61 (7) 3221 7770 Email: [email protected]

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 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Elementos Limited

ABN 49 138 468 756

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

We (the entity) give ASX the following
the director for the purposes of section
information under listing rule 3.19A.2 and as agent for
205G of the Corporations Act.
Name of Director Calvin Treacy
Date of last notice 21 October 2013

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest (a) Direct;
(b) Indirect.
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
(a) Calvin Treacy is the registered holder;
(b) Seafour
Investments
Pty
Ltd
(a
company for which Calvin Treacy is a
Director and Shareholder), as trustee
for the Treacy Family Trust (for which
Calvin Treacyis a beneficiary).
Date of change 1 November 2013
No. of securities held prior to change (a) Nil;
(b) Nil.
Class (a) Ordinary shares;
(b) Ordinary shares.
Number acquired (a) 7,000,000;
(b) 15,750,004.
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number disposed (a) Nil;
(b) Nil.
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
(a) Sale of shares in Rockwell Minerals
Limited to Elementos Limited;
(b) Sale of shares in Rockwell Minerals to
Elementos Limited.
No. of securities held after change (a) 7,000,000;
(b) 15,750,004.
Nature of change
Example: on-market trade, off-market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy-back
Issue of shares on the completion of the
acquisition of Rockwell Minerals Limited
in accordance with the Bidder’s Statement
issued by Elementos Limited on 7 August
2013.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

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Detail of contract
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change
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Part 3 –[+] Closed period

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
Not Applicable.
If so, was prior written clearance provided to allow the trade
to proceed during this period?
Not Applicable.
If prior written clearance was provided, on what date was this
provided?
Not Applicable.
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Elementos Limited ABN 49 138 468 756

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Calvin Treacy
Date of last notice 24 March 2013

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest (a) Direct;
(b) Indirect;
(c) Indirect.
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
(a) Calvin Treacy is the registered holder;
(b) Seafour
Investments
Pty
Ltd
(a
company for which Calvin Treacy is a
Director and Shareholder), as trustee
for the Treacy Family Trust (for which
Calvin Treacy is a beneficiary);
(c) Seafour
Investments
Pty
Ltd
(a
company for which Calvin Treacy is a
Director and Shareholder), as trustee
for the Treacy Family Trust (for which
Calvin Treacyis a beneficiary.
Date of change 20 March 2014
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change (a) 7,000,000;
(b) 15,750,004;
(c) Nil.
Class (a) Ordinary shares;
(b) Ordinary shares;
(c) Options to acquire ordinary shares.
Number acquired (a) Nil;
(b) Nil;
(c) 6,200,000.
Number disposed (a) Nil;
(b) Nil;
(c) Nil.
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
(d) Nil;
(e) Nil;
(f) Continued
services
to
Elementos
Limited.
No. of securities held after change (a) 7,000,000;
(b) 15,750,004;
(c) 6,200,000.
Nature of change
Example: on-market trade, off-market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy-back
Issue
of
Options
pursuant
to
the
Elementos Employee and Officer Share
Option Plan.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities)

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
Not Applicable.
If so, was prior written clearance provided to allow the trade
to proceed during this period?
Not Applicable.
If prior written clearance was provided, on what date was this
provided?
Not Applicable.
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3