ELEMENTOS LIMITED — M&A Activity 2013

Jun 5, 2013

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6 JUNE 2013

ELEMENTOS AND ROCKWELL SIGN MERGER IMPLEMENTATION DEED AND RICHARD SEVILLE TO JOIN THE MERGED COMPANY BOARD

Highlights

• Elementos signs Merger Implementation Deed with Rockwell Minerals Limited to create a diversified company, including an advanced stage tin-copper and tungsten project with significant exploration potential

• Richard Seville to join the merged Company board as non-executive director

Elementos Limited (ASX: ELT) (“Elementos” or the “Company”) is pleased to announce the signing of the Merger Implementation Deed (“MID”) with Rockwell Minerals Limited (“Rockwell”) to progress the proposed transaction announced on 2 April 2013.

MERGER IMPLEMENTATION DEED

Elementos has entered into a MID to acquire all the issued shares of Rockwell, an unlisted public tin-copper and tungsten exploration company, through the issue of Elementos shares. The merger will be affected through an off-market takeover bid for all the shares in Rockwell, subject to the terms and conditions of the MID.

On completion, Rockwell shareholders will collectively hold 55% of the total issued share capital of the merged group, and the Elementos shareholders 45%.

The Directors of Rockwell have resolved unanimously to recommend that Rockwell shareholders accept the proposal, and intend accepting the proposal with respect to their own shares, in the absence of a superior proposal.

Calvin Treacy (chairman of Rockwell) and Richard Trevillion (a non-executive director of Rockwell) will join the board of Elementos at the completion of the merger, reflecting the new strategic direction of the Company. Calvin Treacy will become the managing director of Elementos and Corey Nolan (current managing director) will become an executive director. A. Anthony McLellan will remain nonexecutive chairman of the combined group.

A summary of the offer conditions (“Offer Conditions”) are set out in Schedule 1, and a summary of the key terms of the MID are set out in Schedule 2 of this announcement.

Hemming + Hart Lawyers have been engaged by Elementos as legal advisor.

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RICHARD SEVILLE TO JOIN MERGED COMPANY BOARD

On completion of the merger, Richard Seville has agreed to join the board of Elementos as a non-executive director, adding significant expertise and experience in the tin industry, and underground mining and operations.

Mr Seville is a mining geologist and geotechnical engineer with over 30 years’ experience in exploration, mine development and mine operations. He also has significant corporate experience, in the roles of CEO and operations director in ASX/AIM/TSX-listed mining companies.

Currently, Mr Seville is the managing director of Orocobre Limited, which is building a substantial Argentinian-based industrial minerals company through the construction and operation of its portfolio of lithium, potash and boron projects and facilities. Orocobre is currently constructing the fully financed, $230 million Olaroz lithium project in a joint venture with Toyota Tsusho Corporation.

Mr Seville’s past tin experience includes the acquisition, financing and operational management of the Renison Bell tin mine in Tasmania. Renison Bell is Australia’s largest tin mining operation.

SHAREHOLDER APPROVAL

Elementos will, in due course, release an offer timetable and call a general meeting of its shareholders to seek approval for the transaction pursuant to ASX Listing Rule 11.1.2.

For more information, please contact:

Corey Nolan

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

Elementos is an Australian, ASX-listed, copper and gold exploration company, with projects in Argentina, Chile and Australia. The properties are all in mineral rich, highly prospective provinces, with developed infrastructure nearby.

Please visit us at www.elementos.com.au

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Schedule 1 – Offer Conditions

The takeover bid (“Offer”) and the completion of the merger is subject to the following key Offer Conditions:

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1. Elementos obtaining a relevant interest in at least 90% of Rockwell shares prior to the end of the offer period;

2. Elementos shareholders passing the necessary resolutions to complete the merger, including those resolutions necessary to satisfy the requirements of ASX Listing Rule 11.1.2;

3. There being no revocation of or failure to renew any exploration or mining tenements held by Rockwell before the end of the offer period;

4. No prescribed occurrences per section 652C of the Corporations Act occurring in respect of Rockwell before the end of the offer period;

5. No regulatory action occurring before the end of the offer period which may restrain, prohibit or otherwise materially adversely

6. Impact on the making of the Offer or the completion of the merger;

7. Any necessary regulatory approvals being obtained on an unconditional basis and remaining in full force and effect;

8. No material mergers, acquisitions, disposals or new commitments having been undertaken by Rockwell;

9. Elementos not becoming aware of any material omission or misstatement in any public filings of Rockwell;

10. No person has any right (whether subject to conditions or not) as a result of Elementos acquiring Rockwell’s shares to:

11. a. acquire or require Rockwell or a subsidiary of Rockwell, to dispose of or offer to dispose of, any material asset of Rockwell or a subsidiary of Rockwell;

12. b. terminate or vary any material agreement with Rockwell or a subsidiary

    • of Rockwell; or

13. c. accelerate or adversely modify the performance of any obligations of Rockwell or any of its subsidiaries in a material respect under any material agreements, contracts or other legal arrangements.

14. Before the end of the offer period, no outbreak of hostilities (whether war is declared or not) or terrorism, mobilisation of armed forces, civil or political unrest or labour disturbance, fire or natural disaster, material increase in the intensity of any of the above events or other event beyond the control of Rockwell or the relevant subsidiary, occurring, which affects or is likely to affect the assets, liabilities, financial position, performance, profitability or prospects of Rockwell or any of its subsidiaries;

15. During the Offer Period, no Material Adverse Change (as defined in the MID) occurring in relation to Elementos or Rockwell;

16. Before or during the Offer Period, neither Elementos nor Rockwell lawfully terminates the MID; and

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1. Before the end of the offer period, neither Rockwell nor any of its subsidiaries make, declare or announce an intention to make or declare or announce any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie).

Elementos may waive some of the conditions in accordance with the terms of the Offer and failure of an offer condition entitles Elementos to withdraw the Offer without liability to Rockwell.

This is only a summary of the key Offer Conditions. The full Offer Conditions will be set out in the bidder's statement prepared by Elementos, a copy of which will be provided to the ASX in due course, should the Implementation Condition be satisfied.

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Schedule 2: Key Terms of the Merger Implementation Deed

Elementos and Rockwell have entered into a Merger Implementation Deed (“MID”) in connection with the Offer. A brief summary of some of the key provisions of the MID is set out below.

Making the Offer

Pursuant to the MID, Elementos will make an off-market takeover offer to acquire all of the shares of Rockwell, the completion of which is subject to the Offer Conditions (see Schedule 1).

The Offer

On completion, Rockwell shareholders will collectively hold 55% of the total issued share capital of the merged group, and the Elementos shareholders 45%.

Implementation Condition

Elementos will only proceed with the offer if its Share Purchase Plan capital raising successfully closes by 30 June 2013.

Promotion of Offer

Rockwell must promote the Offer, such as recommending the acceptance of the Offer, using reasonable endeavours to procure that the Rockwell shareholders accept the Offer made to them by Elementos, and assisting Elementos to obtain pre-bid acceptances up to a maximum of 19.9% of Rockwell’s shares.

Exclusivity

Rockwell has agreed not to:

1. take any action which may lead to a Competing Proposal (as defined in the MID); or

2. participate in negotiations or discussions, or give or make available information (including access to perform due diligence) in respect of a Competing Proposal (“No Talk Condition”).

The No Talk Condition is subject to a fiduciary carve-out in respect of Superior Proposals which is customary for a takeover offer of this nature.

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Rockwell has agreed to promptly notify Elementos if it becomes aware of any negotiations or discussions or attempts to initiate negotiations or discussions in respect of a Competing Proposal.

If Rockwell receives a Competing Proposal that the Rockwell board considers may be a Superior Proposal (as defined in the MID), Rockwell must immediately notify Elementos of the terms of the Superior Proposal and must allow Elementos not less than 10 Business Days to propose terms to vary the Offer to match or better the superior proposal.

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Warranties

Each of Rockwell and Elementos give certain warranties to the other under the MID, including in the case of Elementos, compliance with its continuous disclosure obligations to the best of its knowledge, and in the case of Rockwell, relating to its assets, financial statements and tax.

Termination

The MID may be terminated:

1. by either party if the other party is in material breach of the MID and such breach continues after five Business Days’ notice to remedy the breach;

2. by either party if Elementos withdraws the Offer for non-satisfaction of any Offer Conditions;

3. by Elementos if:

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• a. a Superior Proposal is made or publicly announced for Rockwell by a third party; or

• b. any member of the Rockwell board does not recommend the Takeover Bid or having recommended the Takeover Bid changes his or her recommendation in relation to the Takeover Bid; or

• c. the break fee becomes payable by Rockwell;

• by Rockwell if:

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• a. Elementos withdraws the offer for any reason; or

• b. the break fee becomes payable by Elementos.

Aside from these termination rights, if an Offer Condition (see Schedule 1) is not met, Elementos will be entitled to withdraw the Offer without liability.

Break Fee Payable by Rockwell

Rockwell has agreed to pay Elementos a break fee of $200,000 if Elementos terminates the MID because:

1. Rockwell is in material breach of the MID and that material breach is not remedied within ten Business Days of receiving notice of the breach;

2. any Director of Rockwell (subject to certain qualifications) does not recommend the Offer to Rockwell shareholders, withdraws his recommendation, does not accept the Offer in respect of the Rockwell shares he holds or controls, or recommends a Superior Proposal; or

3. a prescribed occurrence occurs in relation to Rockwell on or before the date the Offer closes.

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Break Fee Payable by Elementos

Elementos has agreed to pay Rockwell a break fee of $200,000, if Rockwell terminates the MID because Elementos is in material breach of the MID and that material breach is not remedied by Rockwell within ten Business Days of receiving

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notice of the breach from Elementos, or if Elementos does not make the Offer as required by the MID.

Standstill

Rockwell has agreed, until the end of the offer period, to conduct its business in the ordinary course and will not, without Elementos' consent, acquire or dispose of assets, change its capital structure, incur debt in excess of $50,000 or otherwise make any material changes to its business or corporate structure.

This is only a summary of the key terms and conditions of the MID. The full terms and conditions will be set out in the bidder's statement to be prepared by Elementos, a copy of which will be provided to the ASX in due course, if the Implementation Condition is satisfied.

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