ELEMENTOS LIMITED — Proxy Solicitation & Information Statement 2010

Feb 18, 2010

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ASX Operations Announcements Office

19 February 2010

Please find attached a copy of the Notice of Meeting and accompanying Prospectus, pursuant to a reduction of capital and distribution of shares in Elementos Limited.

These documents have been lodged with ASIC and are being dispatched to shareholders.

For and on behalf of the Board

Paul Crawford Company Secretary

For more information please contact:

In Australia and Asia

Richard Seville Paul Ryan Managing Director FD Third Person Orocobre Limited T: +61 8 9386 1233 T +61 7 3871 3985 M: +61 429 856 883 M +61 419 916 338

In the US and Canada

James D. Calaway Chairman Orocobre Limited T: +1 (713) 366-0301 M: +1 (713)-818-1457

Margot Olcay FD T +1 (212) 850-5611 M +1 (646) 286-2511

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OROCOBRE LIMITED ACN 112 589 910

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

General Meeting to be held at Level 1, 349 Coronation Drive, Milton Queensland on 23 March 2010 commencing at 9 am.

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Directors Mr James D Calaway (Chairman) Mr Richard Seville (Managing Director) Mr Neil Stuart (Non-Executive Director) Mr Jack Tan (Non Executive Director) Company Secretary Paul Crawford Registered Office Level 1 349 Coronation Drive MILTON, QLD 4064 Ph: (07) 3871 3985 Fax: (07) 3720 8988 Email: mail@orocobre.com.au Website: www.orocobre.com.au ACN 112 589 910 Auditors Hayes Knight Audit (Qld) Pty Ltd Level 19 127 Creek Street BRISBANE QLD 4000 Legal Advisers Hemming+Hart Level 2 307 Queen Street BRISBANE QLD 4000 Share Registry Registries Limited Level 7 207 Kent Street SYDNEY NSW 2000

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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

Notice is hereby given that a General Meeting of Shareholders of Orocobre Limited (the Company ) will be held at Level 1, 349 Coronation Drive, Milton, Queensland, Australia on 23 March 2010, at 09:00 am AEST.

RESOLUTION 1: CAPITAL REDUCTION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Section 256C(1) of the Corporations Act, Article 48 of the Company’s Constitution and with effect from the Record Date and for all other purposes, the issued share capital of the Company be reduced by the Company ‐ making a pro rata in specie distribution of 20,000,001 fully paid ordinary shares in Elementos Limited ACN 138 468 756 to all holders of ordinary shares in the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting”.

RESOLUTION 2: RATIFICATION OF ISSUE OF SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That in accordance with Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the issue and allotment of 5,681,818 ordinary shares in the capital of the Company to clients of Patersons Securities Limited by way of placement on 11 December 2009, at an issue price of A$1.10 per share, be and is hereby approved.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by clients of Patersons Securities Limited who received Shares by way of placement on 11 December 2009 (collectively, Recipient) and any associate of the Recipient. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY STATEMENT

The Explanatory Statement accompanying this Notice of General Meeting is incorporated in and forms part of this Notice of General Meeting.

Shareholders are referred to the Glossary in the Explanatory Statement, which contains definitions of capitalised terms used in the Explanatory Statement.

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PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

“SNAP SHOT” TIME

The Directors have determined that all Shares of the Company that are quoted on ASX at 6.00pm AEST on 22 March 2010 will, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

By Order of the Board of Directors

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________ Paul Crawford Company Secretary Orocobre Limited 18 February 2010

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company‟s General Meeting convened for 23 March 2010 at 9:00 am AEST.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on Resolution 1 and Resolution 2 in the accompanying Notice of General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting.

Capitalised terms in this Explanatory Statement are defined in the Glossary.

1. CAPITAL REDUCTION

1.1 Overview

Background

On 19 August 2009, the Company announced its intention to “spin-off” its Santo Domingo copper-gold project, located in Argentina, into Elementos, in order for the Company to focus exclusively on the development of its Salar de Olaroz lithium-potash project and other Salar prospects. At this point in time, Elementos was a wholly owned subsidiary of the Company with one share on issue.

The consideration for the transfer of the Santo Domingo copper-gold project was the issue of 20,000,000 Elementos Shares to the Company. An additional 1,000,000 Elementos Shares were issued to the Company in consideration of Elementos‟ listing costs borne by the Company.

Elementos successfully completed its initial public offering of shares and was admitted to the ASX on 22 December 2009, commencing trading on 23 December 2009. Upon admission to ASX, Elementos ceased to be a wholly owned subsidiary of the Company and Elementos‟ management assumed full control of its operations.

In addition to transferring the Santo Domingo project to Elementos, the Company assisted Elementos in procuring option interests in the following projects:

• (a) the Manantiales gold-silver project in Argentina;

• (b) the Millenium cobalt project located in North Queensland; and

• (c) 3 separate gold and base metals exploration projects located in Northern New South Wales.

The Company now intends to undertake a Capital Reduction of 20,000,001 of its ‐ Elementos Shares to its Shareholders on a pro rata basis (which is the subject of Resolution 1 being put to Shareholders) on the basis of Eligible Shareholders receiving approximately 1 share in Elementos for every 4.02 shares held in the Company, rounded down to the nearest whole number.

The 1,000,000 Elementos Shares issued to the Company in respect of Elementos listing costs will not be the subject of the Capital Reduction and will be retained by the Company.

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The Directors believe that the transfer of the Santo Domingo copper-gold project to Elementos is of benefit to Orocobre Shareholders, because as a result of the Capital Reduction, Eligible Shareholders will obtain a direct interest in the Santo Domingo copper-gold project through the Elementos Shares to be distributed to them, while the dedicated management team and capital available to Elementos will be applied directly to unlocking the value of the Santo Domingo copper-gold project.

Timetable

Subject to obtaining Shareholder approval, it is anticipated that the Capital Reduction will be completed by 6 April 2010.

The indicative timetable for the distribution of the Elementos Shares to Eligible Shareholders is set out in section 1.3.

Taxation

There will be taxation implications for Eligible Shareholders who receive Elementos Shares. A taxation opinion by Johnston Rorke is included with this Explanatory Statement as Annexure “A”. However, Eligible Shareholders should also consult their own taxation advisors for specific advice on their particular circumstances.

Escrow

Any Elementos Shares distributed to related parties or promoters of Elementos or the Company or their associates (collectively, Related Parties ) will be subject to ASX-imposed escrow from the date of the Capital Reduction until the end of the restriction period imposed by ASX (see section 1.8 below). Elementos and Related Parties will be required to enter into new restriction agreements for the restricted securities distributed to Related Parties.

1.2 Record Date

In accordance with the ASX Listing Rules, the Record Date for determining the entitlement to participate in the Capital Reduction will be five business days after the Meeting, namely 30 March 2010. All Orocobre Shareholders registered on that date will be Eligible Shareholders entitled to participate in the Capital Reduction.

1.3 Timetable

If Resolution 1 is approved by Shareholders, the Company anticipates that the Capital Reduction will proceed pursuant to the timetable set out below.

Event	Date*
Meeting to consider Resolutions 1 and 2	Tuesday 23 March 2010
Company announces results of Meeting to ASX	Tuesday 23 March 2010
From the commencement of trading, Elementos Shares trade on an “ex return of capital” basis	Wednesday 24 March 2010
Record Date to determine entitlement of Shareholders to Elementos Shares	Tuesday 30 March 2010 (5 Business Days after

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Event	Date*
	Shareholders meeting)
Despatch of Elementos Shares to Shareholders	Tuesday 6 April 2010
Anticipated commencement of trading in Elementos Shares distributed to Shareholders	Friday 9 April 2010

*This is an indicative timetable and may be changed at the discretion of the Directors or as required by ASX or ASIC.

1.4 Effect of the Capital Reduction on the Company

If Shareholder approval is obtained for the Capital Reduction, the value of the Elementos Shares that will be returned to Eligible Shareholders under the Capital Reduction will be $4,400,000, being the fair value of the Elementos Shares (based on an Elementos Share price of 22 cents), effected by way of the distribution of 20,000,001 Elementos shares to Eligible Shareholders.

The Company‟s share capital account and retained earnings will be debited with the value of that distribution. This will reduce the Company‟s total and net assets and the Company‟s total equity by $4,400,000, adjusted for any change in the closing price of Elementos Shares on ASX between now (22 cents) and the last trading day before the Meeting ( Closing Price ). The Closing Price will be the final basis to calculate the amount of capital that will be returned to Eligible Shareholders and the final amount of the reduction in the Company‟s total and net assets and total equity.

The Company currently has 80,476,903 Shares on issue.

Additionally, there are 775,000 Employee Options on issue. The Company understands that no Employee Options are likely to be exercised by the Record Date.

If Resolution 1 is approved, the Company has estimated a capital reduction of approximately 5.46 cents per Share (based on the number of Shares on issue as at the date of the Notice of Meeting). The exact amount of the Return of Capital per Share may vary in the event that Employee Options are exercised prior to the Record Date or if the closing price of Elementos Shares on ASX on the last trading day before the Meeting changes from 22 cents.

The Capital Reduction will result in a reduction of the exercise price for all Options. For practical purposes and administrative convenience, the Company has rounded the reduction in the exercise price of all Options to 5.46 cents per Option.

Pro Forma Balance Sheets

To illustrate the effect of the Capital Reduction, the following unaudited pro forma historical consolidated balance sheets have been prepared based on Orocobre‟s consolidated balance sheet as at 30 June 2009.

All material transactions since 30 June 2009 have been taken into account in the unaudited pro forma historical consolidated balance sheets set out below.

The pro forma balance sheets as at 30 June 2009 have been prepared on the basis that the following transactions had occurred as at 30 June 2009:

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• Payments for exploration and evaluation expenditure of $5,602,000, administration costs of $786,000 and other expenses of $152,000 during the 6 months ended 31 December 2009.

• The exercise of 7,000,000 options held by Directors in December 2009 on ordinary shares in the Company at 25 cents each ($1,750,000).

• The placement of 5,681,818 ordinary shares in the Company in December 2009 at $1.10 per share ($6,250,000) less share issue transaction costs of $352,000.

• Payment of various costs incurred by Elementos while a 100% subsidiary of Orocobre, allocated for accounting purposes as deferred exploration expenditure ($90,000), administration costs ($170,000) and prepaid share issue transaction costs ($240,000).

• Deconsolidation of Elementos following loss of control when Elementos issued shares to the public pursuant to a replacement prospectus dated 27 November 2009. For accounting purposes, Orocobre derecognised assets held by Elementos comprising deferred expenditure ($917,000) and prepaid share issue transaction costs ($240,000) and recognised cash received from Elementos ($250,000) and its remaining investment in Elementos. On deconsolidation, Orocobre held 21,000,000 Elementos shares which were recorded at 25 cents each being fair value ($5,250,000). A gain of $4,343,000 was recorded by Orocobre on deconsolidation.

• Recognising a reduction in the fair value of Orocobre‟s investment in Elementos based on the current trading price of 22 cents per share. The difference between the investment‟s fair value on deconsolidation ($5,250,000) and the current trading price ($4,620,000) has been recognised as a loss ($630,000).

• The exercise of 1,000,000 Options held by Martin Place Securities during February 2010 for Shares in the Company at 25 cents each ($250,000).

Post Capital Reduction

• Return of capital to the shareholders of Orocobre Limited by the Capital Reduction of 20,000,001 fully paid ordinary shares at 22 cents each ($4,400,000) in Elementos Limited. For pro forma accounting purposes, the Capital Reduction has been allocated between issued capital ($827,000) and retained earnings/accumulated losses ($3,573,000).

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Current Assets Cash and cash equivalents Trade and other receivables Prepayments Non-Current Assets Plant and equipment Exploration and evaluation costs Investment – Elementos Total Assets Liabilities Trade and other payables Net Assets Equity Issued capital Reserves Retained earnings / (accumulated losses) Minority interest		$‟000 30 June 2009
	Actual 6,924 48 47	Pro Forma
		Pre-Capital Reduction Post Capital Reduction 8,032 8,032 48 48 47 47
	7,019	8,127 8,127
	77 3,419 -	77 77 8,194 8,194 4,620 220
	3,496	12,891 8,491
	10,515	21,018 16,618
	266	266 266
	10,249	20,752 16,352
	12,056 (21) (2,194)	19,954 19,127 (21) (21) 411 (3,162)
	9,841 408	20,344 15,944 408 408
	10,249	20,752 16,352

1.5 Effect of Capital Reduction on Shareholders

Pursuant to the Capital Reduction, the Elementos Shares will be distributed directly to Eligible Shareholders pro-rata to the number of Shares in the Company held on the Record Date. The precise number and value of Elementos Shares which each Eligible Shareholder will receive will only be able to be determined on the Record Date. However, based on the number of existing Shares, it is anticipated that each Eligible Shareholder will receive 1 Elementos share for every 4.02 Orocobre Shares held.

Fractional entitlements to Elementos Shares will be rounded down to the nearest whole number.

The number of Elementos Shares received may vary in the event that Employee Options are exercised prior to the Record Date.

The value of Elementos Shares received will be finally determined with reference to the closing price on ASX of Elementos Shares on the last the trading day before the Meeting.

1.6 Reasons for the disposal by Orocobre of hard rock assets

The divestment of the Santo Domingo copper-gold project was designed to achieve better value and return for Shareholders by permitting the Company to

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concentrate on its Lithium-potash projects while permitting Elementos to focus on the Santo Domingo copper-gold project and other hard-rock opportunities.

Furthermore, additional funding is likely to be required to unlock the value of the assets of Elementos through exploration and possibly, joint ventures. The Board does not wish to dilute the Company‟s shareholders further by raising the necessary funding which is required in meet these objectives.

Elementos is better placed to develop the hard rock assets through a dedicated management team and additional capital. Eligible Shareholders benefit from this through the distribution directly to them of Elementos Shares.

More information on Elementos‟ public announcements can be found on the ASX website www.asx.com.au and using Elementos‟ ASX Code: ELT.

1.7 Advantages and Disadvantages of the Capital Reduction

The principal advantage of the Capital Reduction to Shareholders is that Shareholders will retain an interest in the development of the assets of Elementos through an individual shareholding in Elementos and also indirectly through the Company‟s retained shareholding in Elementos.

Shareholders will retain their existing percentage shareholding in the Company.

The Directors are not aware of any specific disadvantage to the Capital Reduction, although there is no guarantee that the Elementos Shares will increase in value or maintain their value.

Elementos will be exposed to the risks set out in section 1.14(c) below.

1.8 ASX Escrow

ASX has previously classified 20,000,001 Elementos Shares issued to the Company as restricted securities and applied an escrow period of 24 months from the date of official quotation of the Elementos Shares. However, ASX has granted a waiver to Elementos in relation to Listing Rule 9.7 to permit 20,000,001 Elementos Shares issued to the Company to be distributed in specie to Eligible Shareholders. Therefore, subject to the conditions set out below, those Elementos Shares distributed to Shareholders will not be restricted from being traded on the ASX.

Upon completion of this distribution, only those Elementos Shares retained by the Company or distributed to related parties or promoters of the Company or Elementos, will remain restricted for the balance of the 24 month period.

While escrow is a matter within the discretion of ASX, the Company believes that the following related parties will have the Elementos Shares set out below subject to escrow by ASX for the balance of the 24 months from the date of official quotation of Elementos‟ Shares on ASX:

Directors of Elementos	Elementos Shares
JD Calaway	2,037,857
NF Stuart	1,380,022
RP Seville	1,198,232
J Tan	621,296

The ASX waiver is conditional upon, among other things, the Company obtaining approval of Shareholders for the Capital Reduction within 3 months of the

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commencement of official quotation of Elementos Shares, the Company providing the market with at least one month‟s notice of the proposed despatch date for the Elementos Shares to be distributed and the Company completing the Capital Reduction within 6 months of Elementos Shares being granted official quotation on ASX.

1.9 Additional Information for Shareholders

The Company provides the following further information to Shareholders:

(a) The capital structure of the Company as at the date of this Notice of General Meeting is:

General Meeting is:
Total number of Orocobre Shares on issue:	80,476,903
Options issued to Employees	770,000 unlisted Options exercisable at 37.5c on or before 31 July 2011*

• The Company has made enquiries and does not anticipate employees of the Company exercising Employee Options before the Record Date.

• (b) On completion of the Capital Reduction, the capital structure of the Company will be the same as under paragraph (a) above.

• (c) In accordance with ASX Listing Rule 7.22.3:

• (i) the Capital Reduction will not affect the number of Options on issue; and

• (ii) the exercise price of each Employee Option will be reduced by the same value as the reduction of the value of each of the Company‟s Shares, namely 5.46 cents (assuming no Employee Options are exercised before the Record Date).

• (d) The capital structure of Elementos as at the date of the Notice of Meeting is:

is:
Total number of Elementos Shares on issue:	54,000,001
Options issued to Directors	5,500,000 unlisted options to acquire shares in Elementos (unvested) exercisable at 25 cents on or before 23 October 2015 (Options Period). 50% of these options will vest and be exercisable if Elementos‟ share price on ASX reaches 30 cents during the Option Period and the remaining options will vest and be exercisable if Elementos‟ share price on ASX reaches 35 cents during the Option Period.
Options issued to Martin Place Securities	1,500,000 unlisted options to acquire shares in Elementos exercisable at 30 cents on or before the later of:  31 December 2011; or

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 2 years after any ASX escrow period on the options ends.

• (e) On completion of the Capital Reduction, the capital structure of Elementos will be the same as under paragraph (d) above.

• (f) The timetable for the Capital Reduction is set out in section 1.3.

• (g) The Record Date for the Capital Reduction will be 5 business days after the Meeting, namely 30 March 2010.

• (h) The Company‟s total and net assets and equity of the Company will be reduced by $4,400,000 ( Distribution Amount ), being the fair value of the Company‟s rights in the Santo Domingo copper-gold project transferred to Elementos, based on Elementos‟ Share price of 22 cents on ASX and adjusted corresponding to the closing price on ASX of Elementos Shares the last trading day before the Meeting.

• (i) The Company has estimated a Distribution Amount of approximately 5.46 cents per Share (based on the number of Shares on issue as at the date of the Notice of Meeting), although the Distribution Amount per Share may vary if Employee Options are exercised, or if the Elementos Share price on ASX closes higher or lower than from 22 cents on the last trading day before the Meeting.

• (j) The Capital Reduction will be effected by a pro-rata distribution of Elementos Shares in specie to all Eligible Shareholders registered as such as at 6.00pm AEST on the Record Date;

• (k) Pursuant to the Capital Reduction, each Eligible Shareholder will be entitled to approximately 1 Elementos Share for every 4.02 Orocobre Shares held on the Record Date (rounded down to the nearest whole number), based on the number of Shares on issue as at the date of this Notice of Meeting;

• (l) The number of Elementos Shares received pursuant to the Capital Reduction may vary in the event that Employee Options are exercised prior to the Record Date for determining entitlements to the Capital Reduction;

• (m) The Capital Reduction involves the reduction of the Company‟s paid-up share capital and retained earnings (contributed equity). However, in the opinion of the Directors, this will not materially prejudice the Company‟s ability to pay its creditors, as the amounts owed to creditors at the date of this Explanatory Statement are not material and the Company‟s cash reserves are sufficient to pay those amounts;

• (n) In accordance with ASX Listing Rule 7.22.3, all Employee Options , if not exercised before the Record Date, will have their exercise price reduced by the same amount as the Distribution Amount per Share; and

• (o) On completion of the Capital Reduction, the capital structure of the Company is represented as follows (assuming a Distribution Amount of 5.46 cents per Share):

Total number of Orocobre 80,476,903 Shares on issue:*

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Employee Options 770,000 unlisted Options exercisable at 37.5c on or before 31 July 2011

• Assuming no Employee Options are exercised before the Record.

1.10 Overseas Shareholders

Distribution of the Elementos Shares to Eligible Shareholders under the Capital Reduction will be subject to legal and regulatory requirements in the relevant jurisdictions. If the requirements of any jurisdiction where an Eligible Shareholder is resident restricts or prohibits the distribution of the Elementos Shares as proposed or would impose on the Company an undue obligation or burden, the Elementos Shares to which the relevant Eligible Shareholder is entitled will be sold by the Company on their behalf as soon as practicable after their issue and the Company will then account to the Eligible Shareholder for the net proceeds of sale after deducting costs and expenses of the sale. As the Capital Reduction is being represented and satisfied by the distribution to Eligible Shareholders of Elementos Shares, and the price of Elementos Shares may vary from time to time (assuming a liquid market is available), the net proceeds of sale may be more or less than the notional value of the Capital Reduction identified in this Explanatory Statement.

1.11 Regulatory Context of Resolution 1

(a) ASX Listing Rules – Listing Rule 7.25

Listing Rule 7.25 provides that an entity must not reorganise its capital if the effect of doing so would be to decrease the price at which its main class of securities would be likely to trade after the reorganisationm, to an amount less than 20 cents.

Having regard to the Distribution Amount of 5.46 cents per Share, the Capital Reduction will not cause the securities of the Company to trade, after the Capital Reduction, at an amount less than 20 cents.

(b) Corporations Act – Chapter 2J

As noted above, the distribution of Elementos shares to Eligible Shareholders in accordance with Resolution 1 will take the form of a Capital Reduction and under the Corporations Act, this requires Shareholders‟ approval. This is the purpose of Resolution 1 set out in the Notice of Meeting.

Under section 256B of the Corporations Act, a company may reduce its share capital if the reduction:

• (i) is fair and reasonable to the Shareholders as a whole; and

• (ii) does not materially prejudice the Company‟s ability to pay its creditors; and

• (iii) is approved by Shareholders.

The Directors are of the view that the Capital Reduction proposed pursuant to Resolution 1 is fair and reasonable to Shareholders for the reasons set out in this Explanatory Statement and that the Capital Reduction will not prejudice the Company‟s ability to pay its creditors. In particular, as at the date of this Notice of Meeting, the Company has cash of $8,032,000 and total liabilities are $266,000, leaving a net cash position of $7,766,000.

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The Corporations Act distinguishes between what it defines as an “equal reduction” and a “selective reduction”. A capital reduction is an “equal reduction” if:

• (i) it relates only to ordinary shares; and

(ii) it applies to each holder of ordinary shares in proportion to the number of ordinary shares they hold.

The Capital Reduction is an equal capital reduction because the terms of the Capital Reduction are the same for each holder of Shares in the Company.

(c) Purpose of this Notice of General Meeting and Explanatory Statement

Under Article 48 of the Company‟s Constitution, a capital reduction must be approved by a resolution in accordance with the Corporations Act passed at a general meeting of the Company. Resolution 1 in the Notice of Meeting is intended to meet the requirements of sub-section 256C(1) of the Corporations Act and Article 48 of the Company‟s Constitution.

In addition, under sub-section 256C(4) of the Corporations Act, the Company must include with the Notice of Meeting a statement setting out all the information known to the Company that is material to the decision on how to vote on Resolution 1. This Explanatory Statement is intended to meet this requirement.

Except as set out in this Explanatory Statement, there is no other information known to the Company that is material to a Shareholder‟s decision on how to vote on Resolution 1. However, should any Shareholder be in doubt at to how they should vote on Resolution 1 and/or how it may affect them, they should seek advice from their accountant, solicitor or other professional advisor as soon as possible.

1.12 Directors’ Interests

The following table sets out the Directors‟ interests in Orocobre Shares as at the date of the Notice of Meeting and the number of Elementos Shares which they (or their associated parties) will receive pursuant to the Capital Reduction, in their capacity as Shareholders, if Shareholder approval of Resolution 1 is obtained:

Director **	Orocobre Shares	Elementos Shares held following Capital Reduction*
JD Calaway	8,200,000	2,037,857
NF Stuart	5,552,996	1,380,022
RP Seville	4,821,500	1,198,232
J Tan	2,750,000	621,296

• Assuming 1 Elementos Share received for every 4.02 Shares held. The final number of Elementos Shares distributed may vary depending on exercise of any Employee Options prior to the Meeting. ** See section 1.8 setting out anticipated ASX escrow of the Directors‟ Elementos Shares.

1.13 Directors’ Recommendations

The Directors recommend that Shareholders vote in favour of Resolution 1 for the following reasons:

(a) After a comprehensive assessment of all available material information, the Directors believe that the proposed pro-rata distribution of Elementos

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Shares to Eligible Shareholders is in the best interests of Shareholders; and

• (b) The Directors believe that the benefits of the Capital Reduction outweigh the disadvantages as referred to in section 1.7 of this Explanatory Statement.

1.14 Information on Elementos

(a) Background

Elementos was incorporated on 23 July 2009. Its principal activity is mineral exploration and evaluation with a particular emphasis on gold and base metals in Argentina and Australia. Elementos listed on the ASX on 23 December 2009 (ASX Code: ELT) and information on Elementos can be found at www.asx.com.au.

The Capital Reduction to be undertaken by the Company will not have an impact on the financial position of Elementos.

Elementos has acquired options to acquire tenements situated in the San Juan region of Argentina, the Mt Isa region in Queensland and the New England fold belt in New South Wales, from the Company and third party vendors

Further information on Elementos can be found on its website at www.elementos.com.au or on the ASX website at www.asx.com.au using the ASX code ELT.

(b) Directors of Elementos

The directors of Elementos are Mr A. Anthony McLellan (non-executive Chairman), Mr Corey Nolan (Managing Director) and Mr Neil Stuart (non-executive Director).

(c) Risk Factors associated with Elementos

On completion of Capital Reduction, Shareholders will become shareholders in Elementos and should be aware of the general and specific risk factors which may affect Elementos and the value of its securities. These risk factors include:

 Speculative Investment

Elementos is at a very early stage of its development and accordingly there are significant risks associated with investing in Elementos. Shareholders should take into account the significant risks of investing and consider carefully whether investing in Elementos Shares by approving Resolution 1 is an appropriate investment in light of their personal circumstances.



Stock Market Risk

The price of Elementos‟ securities may be highly volatile and can be expected to fluctuate depending on various factors including exploration success, market sentiment, commodity prices, interest rates, and general economic conditions in Australia, and the world.



Commodity Price Risk

Elementos‟ prospects and share price will be influenced by the price of the commodities targeted in its exploration programs. Commodity prices fluctuate and are affected by factors including the relationship between

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global supply and demand for minerals, forward selling by producers, the cost of production and general global economic conditions.



Exploration Risk

Mineral exploration is speculative and involves significant risks which even the highest levels of experience, care and planning cannot control. There is no assurance that Elementos‟ exploration programmes will be successful in the discovery of new mineral deposits or the delineation of resources in any or all of the Elementos‟ activities.



Operating in Argentina Risk

Elementos‟ key assets include its interests in mining tenements in Argentina. As such, there are a number of risks associated with this including:

• Unforeseen changes in Argentine laws, regulations and political climate; and

• Operating in different time zone with a different language, culture and legal environment compared to Australia.



Contractual Risk

Elementos‟ interests in the tenements are contractual only. Accordingly, there is a risk that counterparties may be unwilling or unable to comply with the terms of the contracts under which Elementos has acquired interests in the tenements. There is no certainty that Elementos will be able to obtain adequate damages or specific performance in the case of such default and this may have a material impact on the value of the Elementos and Elementos Shares.



Reliance on Key Personnel Risk

Elementos relies to a significant extent upon the experience and expertise of its executive directors and Australian and Argentinean management. These persons possess knowledge of many of Elementos‟ tenements through extensive personal experience of prospecting in those areas. Loss of one or more of these personnel may adversely affect Elementos‟ prospects of pursuing its exploration programs within the timeframes and within the cost structure as currently envisaged.



Tenure and Access Risk

Mining and exploration tenements are subject to periodic renewal and grant of access by surface right holders. There is no guarantee that current or future tenements or future applications for tenements or access rights will be approved or granted on reasonable terms. The Company's tenements are subject to numerous Queensland, New South Wales and Argentine legislative conditions.

(d) Rights attaching to Elementos Shares

The following is a summary of the more important rights and liabilities attaching to Elementos Shares, the subject of the Capital Reduction, as detailed in Elementos‟ Constitution and their terms of issue. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Shares. A copy of the Company's

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Constitution is lodged with ASIC and may be obtained from or inspected at an office of ASIC or the Company's registered office during business hours.

Share Capital

All issued Elementos Shares rank equally in all respects.

Voting Rights

At a general meeting of Elementos, every shareholder present in person, by an attorney, representative or proxy, has one vote on a show of hands and on a poll, one vote for every Elementos Share held, and for every partly paid Elementos Share held, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the contributing ordinary Elementos share. Where there is an equality of votes, the chairperson does not have a casting vote.

Dividend Rights

Subject to the rights of holders of shares issued with any special or preferential rights (at present there are none), the profits of Elementos which the directors of Elementos may from time to time determine to distribute by way of dividend, are divisible among the Elementos shareholders in proportion to the Elementos Shares held by them respectively, according to the amount paid up (not credited) as paid up on them.

Rights on Winding-Up

Subject to the rights of holders of shares in Elementos with special rights in a winding-up (at present there are none), on a winding-up of Elementos, all assets which may be legally distributed amongst the members of Elementos will be distributed in proportion to the Elementos Shares held by them respectively, according to the amount paid up or credited as paid up on the Elementos Shares.

Transfer of Shares

Generally, Elementos Shares may be transferred in accordance with ASX Listing Rules and the ASTC Settlement Rules. The directors of Elementos may refuse to register a transfer of Elementos Shares only in those circumstances permitted by Elementos‟ Constitution, ASX Listing Rules and ASTC Settlement Rules.

Sale of Small Holdings

Elementos may take steps in respect of non-marketable holdings of shares („small holdings‟) in Elementos to effect an orderly sale of those shares in the event that holders do not take steps to retain their holdings. Elementos may only take steps to small holdings in accordance with Elementos‟ Constitution and the ASX Listing Rules.

Calls on Shares

Where Elementos Shares are issued as partly paid, the directors of Elementos may make calls upon the holders of those Elementos Shares to pay the whole of or a portion of the balance of the issue price. If a shareholder fails to pay a call or instalment of a call, then subject to the

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Corporations Act and ASX Listing Rules, the Elementos Shares the subject of the call may be forfeited and interest and expenses may be payable in accordance with Elementos‟ Constitution, the Corporations Act and ASX Listing Rules or proceedings taken to recover the amount unpaid.

No Calls on Elementos Shares

As all Elementos Shares are fully paid, they are not subject to any calls for money by directors of Elementos and will therefore not become liable to forfeiture.

Further Increases in Capital

The allotment and issue of any new shares is under the control of the Directors and, subject to any restrictions on the allotment of shares imposed by Elementos‟ Constitution, ASX Listing Rules or the Corporations Act, the directors of Elementos may allot, issue or grant options over or otherwise dispose of those shares to such persons, with such rights or restrictions as they may from time to time determine.

Variation of Rights Attaching to Shares

Where shares of different classes are issued, the rights attaching to the Shares of a class (unless otherwise provided by their terms of issue) may only be varied by a special resolution passed at a separate general meeting of the holders of those shares of that class, or with the written consent of the holders of at least three quarters of the issued shares of that class.

General Meeting

Each Elementos Shareholder will be entitled to receive notice of, and to attend and vote at, general meetings of Elementos and to receive notices, accounts and other documents required to be furnished to Elementos Shareholders under the Elementos‟ Constitution, the Corporations Act and ASX Listing Rules.

Alteration of Elementos Constitution

The Constitution of Elementos can only be amended by a special resolution passed by at least three quarters of Elementos shareholders present and voting at a general meeting. At least 28 days‟ written notice specifying the intention to propose the resolution as a special resolution, must first be given to Elementos shareholders.

ASX Listing Rules

For so long as Elementos is admitted to the Official List of ASX, then despite anything in the Constitution of Elementos, if the ASX Listing Rules prohibit an act being done, the act must not be done. Nothing in the Elementos Constitution prevents an act being done if the ASX Listing Rules require the act to be done. If the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If a provision of Elementos‟ Constitution becomes inconsistent with the ASX Listing Rules, Elementos‟ Constitution is deemed not to contain that provision to the extent of that inconsistency.

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1.15 Intentions of the Company following completion of the Capital Reduction

The Company will continue to progress its Salar de Olaroz lithium-potash project in Argentina, grow its pipeline of other Salar projects and will continue to seek to extract maximum shareholder value from exploitation of this project.

1.16 Information concerning the Company’s Shares

The rights attaching to Orocobre Shares will not be altered by the Capital Reduction. However, the Capital Reduction will have the effect of reducing the Company‟s total and net assets, and reducing the Company‟s total equity, by $4,400,000, based on an Elementos‟ Share price on ASX of 22 cents . If the Elementos Share price on ASX closes up or down from 22 cents on the last trading before the Meeting, the actual reduction in the Company‟s total equity will change correspondingly to that change.

The highest and lowest recorded sale prices of the Company‟s Shares as traded on ASX during the 3 months prior to the date of the Notice of Meeting, and the respective dates of those sales were:

Date	ORE Highest Price	Date	ORE Lowest Price
28 January 2010	$2.37	25 November 2009	$1.02

The latest available closing price of the Shares on ASX prior to the date of the Notice of General Meeting was $1.78.

The Capital Reduction the subject of this Explanatory Statement was the subject of an announcement by the Company to ASX on 19 August 2009. On that date, the last recorded sale price of Shares as traded on ASX was $1.21.

The volume weighted average trading price of Shares for the 5 days preceding the date of this Notice of Meeting is $1.76.

1.17 Information concerning Elementos’ Shares

The highest and lowest recorded sale prices of Elementos Shares as traded on ASX between the date of its admission to ASX on 23 December 2009 and the date of the Notice of Meeting, and the respective dates of those sales were:

Date	ELT Highest Price	Date	ELT Lowest Price
23 December 2009	$0.28	20 January 2010	$0.20

The latest available closing price of Elementos Shares on ASX prior to the date of the Notice of General Meeting was 22 cents.

With regard to the foregoing, Shareholders are referred to section 1.14(c) of this Explanatory Statement and sections 2.2(b) and 2.3(b) of the Prospectus accompanying this Notice of Meeting. These sections of the Prospectus incorporate by reference, sections 5 to 10 of the Elementos Prospectus (the (second) Replacement Prospectus issued by Elementos dated 27 November 2009). Shareholders should have regard to these important sections of the Elementos Prospectus.

1.18 Disclosure to ASX

The Company‟s Shares are quoted on ASX and, as such, are subject to regular reporting and disclosure obligations. Copies of documents lodged in relation to the

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Company may be obtained for a fee from, or inspected at, an office of the ASIC or for free from the ASX website www.asx.com.au using the ASX code ORE.

1.19 Lodgement with the ASIC

The Company has lodged a copy of the Notice of General Meeting and Explanatory Statement with the ASIC in accordance with Section 256C(5) of the Corporations Act.

1.20 Taxation Implications for Shareholders

The Company has sought Demerger Relief from the ATO in relation to the Capital Reduction.

Attached at Annexure A to this Explanatory Statement is a general summary of the potential tax consequences of the Capital Reduction to Shareholders. The comments only apply to Shareholders who are residents of Australia for tax purposes. Non resident shareholders should obtain tax advice on the implications of the Capital Reduction to their Australian tax position and the tax rules in their country of residence.

1.21 Stamp Duty

There will be no Queensland stamp duty payable by Shareholders on receipt of the Elementos Shares.

1.22 Indicative Timetable for the Capital Reduction

The Capital Reduction will be effected in accordance with the timetable set out in section 1.3 of this Explanatory Statement. This is an indicative timetable and may be changed at the discretion of the Directors or as required by ASX or ASIC.

1.23 Other Material Information

The Company is a disclosing entity (ASX Code: ORE) and is subject to regular reporting and continuous disclosure requirements under the ASX Listing Rules and the Corporations Act. Copies of documents lodged in relation to the Company with the ASIC may be obtained for a fee from, or inspected at, an office of the ASIC or inspected at the registered office of the Company during normal office hours.

Copies of the Company‟s announcements to ASX may be obtained from ASX‟s website at www.asx.com.au or from the Company‟s website at www.orocobre.com.au . In addition, ASX maintains files containing publicly available information for all listed companies and as such, the Company‟s file is available for inspection at ASX during normal office hours. Copies of Elementos‟ announcements to ASX may be obtained from ASX‟s website at www.asx.com.au or from Elementos‟ website at www.elementos.com.au .

1.24 Prospectus

The Corporations Act effectively restricts the Company from disposing of the Elementos Shares to Shareholders within 12 months of their issue, by way of the proposed Capital Reduction, without the Company issuing a prospectus.

Further, without the Company issuing a Prospectus, the Corporations Act also restricts Shareholders from on‐selling their Elementos Shares acquired as a result of the Capital Reduction, within the first 12 months after receiving them.

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The invitation to Shareholders to vote on Resolution 1 in the Notice of Meeting constitutes an offer to transfer Elementos Shares to Shareholders pursuant to a Capital Reduction that requires a prospectus.

Therefore, in accordance with ASIC Regulatory Guide 188, a Prospectus prepared by the Company accompanies this Notice of Meeting. This Prospectus contains information in relation to Elementos.

The Company recommends that all Shareholders read the Prospectus carefully.

There is no information known to the Company that is material to the decision by a Shareholder on how to vote on Resolution 1 other than as disclosed in this Explanatory Statement, the accompanying Prospectus and information that the Company has previously disclosed to Shareholders.

1.25 Prospectus content

The following information about Elementos relevant for the purposes of shareholders voting on this Resolution 1, is set out in the attached Prospectus, which consists of the following sections:

• The Offer

• Information incorporated into the Prospectus;

• Update on Elementos

• Additional Information

• Directors‟ Statement

• Glossary

2. RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES

Under ASX Listing Rule 7.1, the Company is limited to issuing up to 15% of its issued capital in any 12 month period without shareholder approval, subject to certain exceptions.

An issue of shares made without specific approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if the original issue did not breach ASX Listing Rule 7.1 and is subsequently approved by ordinary shareholders pursuant to the provisions of ASX Listing Rule 7.4.

For the purposes of ASX Listing Rules 7.4, Resolution 2 seeks the ratification of Shareholders of the Company for the previous issue of 5,681,818 ordinary Shares in Orocobre, by way of placement, to clients of Patersons Securities Limited, which was completed and announced to ASX on 11 December 2009.

With respect to Resolution 2, each of the Directors of the Company recommend that shareholders vote in favour of this resolution.

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There is no information known to the Company that is material to the decision by a Shareholder on how to vote on Resolution 2 other than as disclosed in this Explanatory Statement.

Pursuant to the provisions of ASX Listing Rule 7.5, the following information is supplied to shareholders in respect of Resolution 2:

Number of Securities Allotted:	5,681,818
Price at which the Securities were issued:	A$1.10
Terms of the Securities:	Fully Paid Ordinary Shares
Basis upon which allottees were determined:	Institutional investors via a placement by Patersons Securities Limited
Use of the funds:	Acquisition of exploration properties and working capital
Date of Allotment	11 December 2009

3. GLOSSARY

In this Explanatory Statement, the following terms have the following meanings unless the context otherwise requires:

AEST	Australian Eastern Standard Time
ATO	Australian Tax Office
ASIC	Australian Securities and Investments Commission.
ASTC Settlement Rules	The operating rules of the ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532
ASX	ASX Limited (ACN 008 624 691).
ASX Listing Rules or Listing Rules	Official listing rules of ASX.
Board	Board of Directors.
Business Day	has the meaning given in the Listing Rules.
Capital Gains Tax	Capital Gains Tax applying and assessed pursuant to the relevant provisions of the_Income tax Assessment_ _Act 1997 (C’th)_and any other applicable legislation.
Capital Reductionor Return of Capital	The equal capital reduction and pro-rata in specie distribution by the Company of Elementos Shares to Eligible Shareholders, for which approval is sought under Resolution 1.
Company	Orocobre Limited ACN 112 589 910

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Constitution.	The constitution of the Company
Corporations Act	Corporations Act 2001 (C'th).
Demerger Relief	A class ruling by the ATO that demerger relief is available in respect of the Capital Reduction pursuant to Resolution 1, pursuant to Division 125 of the Income tax Assessment Act 1997(C‟th) and Section 44 of the_Income Tax Assessment Act 1936 (_C‟th).
Director	A current director of the Company.
Distribution Amount	Defined in section 1.9(h)
Elementos	Elementos Limited (ACN 138 468 756).
Elementos Share	Fully paid ordinary share in the capital of Elementos.
Elementos Shareholder	A shareholder of Elementos.
Eligible Shareholder	A holder of Shares in the Company as at 6pm AEST on the Record Date.
Employee Options	Options held by employees of the Company (see table in section 1.9(n))
General Meeting or Meeting	The general meeting of the Company convened by the Notice of Meeting.
Martin Place Securities	Martin Place Securities Pty Limited A.B.N. 30 094 927 947
Notice of Meeting	The notice of general meeting accompanying this Explanatory Statement
Option	An option to acquire a Share.
Orocobre Share	A Share.
Prospectus	The prospectus dated 16 February 2010 accompanying this Notice of Meeting.
Record Date	The record date for determining entitlements to the Elementos Shares as set out in section 1.2 of this Explanatory Statement.
Resolution 1	The resolution being put to Shareholders in this Notice of Meeting about a Capital Reduction.
Share	A fully paid ordinary share in the capital of the Company.
Shareholder	A person holding Shares of the Company.

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ANNEXURE A TAXATION IMPLICATIONS DEMERGER OF ELEMENTOS LIMITED SHARES

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16 February 2010

The Directors Orocobre Limited GPO Box 1946 MILTON QLD 4064

Dear Directors,

DEMERGER OF ELEMENTOS LIMITED SHARES

You have requested that we provide a summary of the taxation implications for the shareholders of Orocobre Limited (Orocobre) in respect of the demerger of 20 million shares Orocobre owns in Elementos Limited (Elementos).

We have outlined the taxation implications in the following Taxation Summary for Shareholders. The following summary is not intended to constitute taxation advice in relation to the specific circumstances of Orocobre shareholders. The taxation position of Orocobre shareholders with respect to the demerger will depend upon their own particular circumstances.

The summary is not applicable to all categories of Orocobre shareholders. In particular, it applies to Orocobre shareholders who are residents of Australia for tax purposes and who hold their Orocobre shares as capital assets. The summary does not apply to Orocobre shareholders who are not residents of Australia for tax purposes or to Orocobre shareholders who hold their Orocobre shares as trading stock or on revenue account.

We recommend that Orocobre shareholders seek their own taxation advice in order to understand how the demerger applies to their own particular circumstances.

TAXATION SUMMARY FOR SHAREHOLDERS

Overview

Under the demerger shares in Elementos are distributed directly to Orocobre shareholders.

Liability limited by a scheme approved under professional standards legislation

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A summary of the taxation implications arising to the Orocobre shareholders is set out below.

Requirement for Demerger Relief

In the absence of the demerger relief provided in Division 125 of the Income tax Assessment Act 1997 (the 1997 Act) and Section 44 of the Income Tax Assessment Act 1936 (the 1936 Act) the distribution of shares in Elementos to Orocobre shareholders would have the following potential taxation implications:

1. To the extent to which the value of the Elementos shares exceeds the return of capital recorded in the Orocobre financial accounts an assessable unfranked dividend would arise; and

2. To the extent to which there is a return of capital recorded in the Orocobre financial accounts there would be a capital gains tax event (CGT Event G1).

Where the return of capital exceeds the cost base of an Orocobre share a capital gain would arise.

Accordingly Orocobre has applied for a Class Ruling confirming that demerger relief is available.

Whilst at the time of issuing this report the Commissioner of Taxation has not issued the Class Ruling, it is expected that demerger relief will be available.

Implications of Demerger Relief

The demerger relief will have the following implications:

• (i) There will not be an assessable dividend in the hands of Orocobre shareholders;

• (ii) CGT Event G1 will not apply to the return of capital; and

• (iii) Orocobre shareholders will be required to split the existing cost base of their Orocobre shares between the new Elementos shares they receive under the demerger and their ongoing Orocobre shares on some reasonable basis.

Further Information

Both Orocobre and Elementos will post a copy of the Class Ruling on their respective websites when it becomes available.

Orocobre will also post an overview of what it considers to be a reasonable basis of allocating cost base between existing Orocobre shares and the demerger shares in Elementos in due course.

Caveat

This summary is based on our understanding of the demerger proposed to be undertaken by Orocobre, and our interpretation of the relevant income taxation legislation in force at the date of this summary. We have summarised the general Australian income taxation implications arising to Australian resident Orocobre shareholders holding their Orocobre shares on capital account.

Liability limited by a scheme approved under professional standards legislation

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As the taxation consequences can vary based on a shareholder's circumstances, it is recommended that Orocobre shareholders seek their own independent taxation advice in respect of the demerger to be undertaken by Orocobre.

Yours faithfully

JOHNSTON RORKE

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CHRIS BALL Partner

Liability limited by a scheme approved under professional standards legislation

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Orocobre Limited ACN 112 589 910

PROSPECTUS

For an offer to transfer Elementos Shares to Shareholders pursuant to a Capital Reduction the subject of the Resolution in the Notice of Meeting

This Prospectus is important and requires your immediate attention. You should read this Prospectus in its entirety and consult your professional advisers in respect of the contents of this Prospectus.

This Prospectus is a short form prospectus in accordance with Section 712 of the Corporations Act 2001. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, but refers to other documents, the contents of which is deemed to be incorporated into this Prospectus.

The Directors consider investment in the Elementos Shares that will be transferred under this Prospectus, to be speculative.

Contents

Section	1.	The Offer	4
Section	2.	Information incorporated into this Prospectus	4
Section	3.	Update on Elementos	8
Section	4.	Additional Information	9
Section	5.	Directors’ Statement	12
Section	6.	Glossary	13

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Important Notice

This Prospectus is dated 18 February 2010 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

No securities will be issued or transferred on the basis of this Prospectus later than 13 months after the date of this Prospectus.

This Prospectus, including each of the documents incorporated by reference into it, is important and should be read in its entirety. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser immediately.

This Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Defined terms and abbreviations used in this Prospectus are explained in Section 6 of this Prospectus.

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1. The Offer

1.1 Details of the Offer

The Company is proposing that, subject to Shareholder approval, it effects a Return of Capital of 20,000,001 shares it holds in Elementos by way of distributing those shares on a pro rata basis to Eligible Shareholders. The invitation to vote contained in the Notice of Meeting constitutes an offer for the purposes of section 707(2) and other relevant provisions of the Corporations Act. Accordingly the Company has prepared this Prospectus.

The Company has applied to the ATO for Demerger Relief on the transaction.

If Shareholders do not approve the Resolution the Capital Reduction will not proceed and the Company will continue to hold all of the Elementos Shares it currently holds.

1.2 ASX Quotation of Elementos Shares

The Elementos Shares proposed to be distributed to Shareholders will, to the extent detailed in the accompanying Notice of Meeting, be able to be traded on ASX. The Notice of Meeting is incorporated by reference into this Prospectus.

1.3

Escrow of Elementos Shares

While escrow is a matter within the discretion of ASX, the Company believes that the following persons who are Related Parties to the Company, will have the Elementos Shares set out below subject to escrow by ASX for the balance of the 24 months from the date of official quotation of Elementos’ shares on ASX:

Directors of Elementos	Elementos Shares
JD Calaway	2,037,857
NF Stuart	1,380,022
RP Seville	1,198,232
J Tan	621,296

1.4 Action Required by Shareholders

No action is required by Shareholders under this Prospectus. Should Shareholder approval be obtained for the Capital Reduction, then the Elementos Shares will be transferred to Shareholders in accordance with the terms set out in the Notice of Meeting. If you have any queries regarding this Prospectus, please contact the Company Secretary on (07) 3871 3985.

2. Information Incorporated into this Prospectus

2.1 Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that rather than setting out all the information that is required to be included in a document of this type, this Prospectus incorporates by reference, information contained in documents that have been lodged with the ASIC.

2.2

Information to be incorporated into this Prospectus

This Prospectus refers to, in accordance with Section 712 of the Corporations Act, the following documents, or parts thereof, which have been lodged with the ASIC:

(a) the Notice of Meeting; and

4

• (b) the following sections of the Elementos Prospectus dated 27 November 2009 issued by Elementos:

• (i) Section 2: Overview of the Company;

• (ii) Section 3: Board and Management;

• (iii) Section 4: Risk Factors;

• (iv) Section 5: Independent Geologist’s Report;

• (v) Section 6: Financial Information;

• (vi) Section 7: Independent Accountant’s Report;

• (vii) Section 8: Argentinean Tenure Report;

• (viii) Section 9: Australian Tenure Report;

• (ix) Section 10: Additional Information; and

• (x) Section 11: Definitions,

and identifies these documents, or parts thereof, as being relevant to the Offer and containing information that investors and their professional advisers would reasonably require to make an informed assessment of:

• (a) the rights and liabilities attaching to the Elementos Shares; and

• (b) the assets and liabilities, financial position and performance, profits and losses and prospects of Elementos.

A copy of these documents may be obtained, free of charge, by contacting the Company at its registered office during normal business hours from the date of this Prospectus to the proposed date of transfer of Elementos Shares pursuant to the Capital Reduction.

2.3 Contents of Documents Incorporated

In accordance with Section 712 of the Corporations Act, information about the contents of the documents referred to in this Prospectus is set out below, in order to allow Shareholders to decide whether to obtain copies of these documents:

• (a) Notice of Meeting and Explanatory Statement

This document comprises the following items:

• (i) Notice of General Meeting, which convenes a meeting of Shareholders at which Shareholder approval for the Capital Reduction will be sought and contains the Resolution seeking that approval (and information pertaining to a resolution unrelated to the Offer);

• (ii) Explanatory Statement, which sets out all information known to the Company on how to vote on the Resolution contained in the Notice of General Meeting:

Section 1.1 : An Overview of the proposed Capital Reduction, the Record Date details and the proposed timetable;

Section 1.2 : The Record Date for determining entitlements to participate in the Capital Reduction;

Section 1.3 : The timetable for implementation of the Capital Reduction;

Section 1.4 : Details of the effect of the Capital Reduction on the Company, including a pro-forma 30 June 2009 balance sheet of the Company with pro-forma adjustments for subsequent events;

5

Section 1.5 : Details of the effect of the Capital Reduction on Shareholders;

Section 1.6 : Reasons for the disposal by the Company of its hard-rock assets;

Section 1.7 : Summary of the advantages and disadvantages of the Capital Reduction;

Section 1.8 : Summary of the ASX escrow position with respect to the Elementos Shares;

Section 1.9 : Additional information in relation to the Capital Reduction, including:

• the capital structure of the Company as at the date of the Notice of Meeting and the effect thereon of the Capital Reduction;

• the capital structure of Elementos as at the date of the Notice of Meeting and the effect thereon of the Capital Reduction;

• the effect of the Capital Reduction on Options issued by the Company;

• the effect of the Capital Reduction on the total and net assets and share capital account of the Company and the basis for determining the dollar value of the Capital Reduction;

Section 1.10 : Information regarding the treatment of overseas Shareholders under the Capital Reduction;

Section 1.11 : Information regarding the legal nature and regulatory context of the resolution for the Capital Reduction;

Section 1.12 : The Directors' interests with respect to the Capital Reduction;

Section 1.13 : The Directors' recommendations with respect to the Resolution and the Capital Reduction;

Section 1.14 : Information on Elementos, including background, details of Elementos officers, important risk factors associated with Elementos and the rights and obligations attaching to Elementos Shares;

Section 1.15 : Intentions of the Company following the Capital Reduction;

Sections 1.16 and 1.17 : Information concerning the Company’s and Elementos Shares;

Section 1.18 : Disclosures made to ASX;

Section 1.19 : Lodgements with the ASIC;

Section 1.20 : Taxation implications for Shareholders;

Section 1.21 : Stamp Duty;

Section 1.22 : Indicative Timetable for the Capital Reduction;

Section 1.23 : Other Material Information; and

Sections 1.24 and 1.25 : Reference to this Prospectus and its content.

Section 3 : A Glossary in Section 3 of the Explanatory Statement;

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A Proxy Form ; and

Annexure A to the Explanatory Statement: A summary of taxation implications of the Capital Reduction for Shareholders, in Annexure A to the Explanatory Statement.

A copy of the Notice of Meeting and Explanatory Statement accompanies this Prospectus.

(b) Elementos Prospectus

This document comprises the following items:

• (i) Sections 2 and 3 : Overview of the Company and Board and Management - these sections of the Elementos Prospectus contain details of Elementos’ corporate vision and objectives, overviews of its projects, exploration strategies and programs and summary profiles of each of the directors of Elementos;

• (ii) Section 4: Risk Factors - this section sets out a summary of the significant general and specific risks associated with an investment in Elementos;

• (iii) Section 5 : Independent Geologist’s Report - this section of the Elementos Prospectus contains the Independent Geological Report regarding Elementos’ mineral projects (Tenements) prepared by Minnelex Pty Ltd dated 12 October 2009, which sets out Minnelex’s independent technical assessment on the Tenements;

• (iv) Section 6 : Financial Information - this section of the Elementos Prospectus contains pro forma financial information of Elementos, including details of its subsidiaries, its Tenement rights, pro-forma balance sheets and notes to the balance sheets. The notes to the balance sheets include information concerning:

• A. pro-forma adjustments;

• B. budgets;

• C. contributed equity;

• D. option payments and minimum exploration expenditure;

• E. remuneration of directors of Elementos;

• F. revenues, expenses and cash-flows; and

• G. a summary of significant accounting policies employed;

• (v) Section 7: Independent Accountant’s Report – this section of the Elementos Prospectus contains the Investigating Accountant’s Report on certain historical and pro forma financial information in respect of Elementos, prepared by Johnston Rorke Chartered Accountants and dated 6 November 2009;

• (vi) Sections 8 and 9: Argentinean Tenure Report and Australian Tenure Report – these sections of the Elementos Prospectus contain the Argentinean Tenure Report dated 5 November 2009 prepared by Vargas Galindez, who are legal practitioners in Argentina, and the Australian Tenure Report dated 6 November 2009 prepared by Hemming+Hart Lawyers. The respective reports identify the Tenements, summarise the status of and Elementos’ interests in the Tenements and provide brief descriptions of the status, rights granted by and nature of the Tenements and Elementos’ interests in them under the relevant legislation. In relation to Australian Tenements, the Australian Tenure Report also summarises the Native Title status of the

7

Australian Tenements, applicable land access and native title legislation and processes in Australia and their anticipated impact on Australian Tenements.

• (vii) Section 10: Additional Information - this section of the Elementos Prospectus:

• A. provides an overview of Argentinean Foreign Investment and Mining Law having an impact on the Argentinean Tenements (Section 10.1);

• B. summaries of the rights and liabilities attaching to Elementos Shares (Section 10.2)

• C. summarises the terms and Conditions of Options issued to directors of Elementos, Martin Place Securities and Elementos’ Employee Share Option Plan (Section 10.3)

• D. summarises material contracts of which Elementos is a party, namely directors’ Deed of Access, Indemnity and Insurance, the Umbrella Agreement between Elementos, Orocobre and their subsidiaries, agreements under which Elementos acquired interests in its Tenements, the Underwriting Agreement with Martin Place Securities and Elementos directors’ remuneration arrangements (Section 10.4);

• E. sets out the interests of Experts and Advisers in connection with the preparation and distribution of the Elementos Prospectus (Section 10.4);

• F. set out consents obtained from persons in relation to being named in the Elementos Prospectus (Section 10.5);

• G. summarises foreign ownership restrictions applying in Australia (Section 10.6);

• H. sets out Elementos directors’ interests in securities of Elementos (Section 10.7); and

• I. summarises the Corporate Governance policies of Elementos and the extent of compliance by Elementos with ASX Corporate Governance Principles and Recommendations (Section 10.8).

• (viii) Section 11: Definitions - this section of the Elementos Prospectus sets out the meaning of certain words and expressions used in the Elementos Prospectus.

3. Update on Elementos

Elementos Shares commenced trading on ASX on 23 December 2009. The closing price of Elementos Shares on ASX has varied from a low of 20 cents on 20 January 2010 to a high of 28 cents on 23 December 2009.

The closing price of Elementos Shares on the last trading day prior to the date of this Prospectus was 22 cents.

Since 27 November 2009, the date of the Elementos Prospectus, parts of which are deemed to be incorporated into this Prospectus, Elementos has lodged the following announcements with ASX since 22 December 2009:

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Date	Whether indicated as price sensitive to Elementos Shares	Headline	No. of Pages
09/02/2010	Yes	First Stage Explorations Results	6
29/01/2010	Yes	Quarterly Cash flow Report	5
29/01/2010	Yes	Quarterly Activities Report	11
20/01/2010	Yes	Manantiales Project Advances Towards Drilling Phase	7
07/01/2010	No	Notice of initial substantial holder from ORE	2
30/12/2009	No	Initial Director`s Interest Notice x3	3
23/12/2009	No	Elementos Listing	2
22/12/2009	No	Constitution	39
22/12/2009	No	Appendix 1A: ASX Listing application and agreement	22
22/12/2009	No	In Specie Distribution Statement	1

On 29 January 2010, Elementos filed its first Quarterly Activities Report with ASX, which disclosed information about Elementos’ exploration programs on its Manantiales, Santo Domingo, Northern New South Wales and Millenium projects and its proposed exploration activities for the first quarter of 2010. Elementos also disclosed that it had applied for new exploration licences for 16 sub-blocks in the vicinity of its Millenium project.

In addition, Elementos has renewed its Northern New South Wales exploration permits with the statutory 50% relinquishment of sub-blocks, occurring.

On 9 February 2010, Elementos announced initial exploration results from exploration activities conducted on its Manantiales Project and also announced that it has:

• lodged the statutory Environmental Impact Assessment prescribed in relation to the Manantiales Tenement;

• entered into a land access agreement with Troy Resources, who have neighbouring tenement rights; and

• conducted limited exploration activities on the Manantiales Project.

These announcements by Elementos can be viewed on the ASX website at www.asx.com.au and using Elementos’ ASX Code: ELT.

4. Additional Information

(a) Interests of Directors

Other than as set out below or elsewhere in this Prospectus:

• (i) No Director or Director related entity holds, or during the last two years before lodgement of this Prospectus with the ASIC, held, an interest in:

• A. the formation or promotion of the Company;

• B. property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• C. the Offer; and

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• (ii) No amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid to any Director or any Director related entity, either to induce him to become, or to qualify, as a Director or otherwise for services rendered in connection with the formation or promotion of the Company or the Offer.

• (b) Remuneration of Directors

In the two years preceding lodgement of this Prospectus, the following amounts (exclusive of GST) have been paid by the Company by way of remuneration for services provided by the Directors, companies associated with the Directors or their associates in their capacity as Directors, employees, consultants or advisers:

• (i) Mr James D. Calaway (Chairman, Non Executive Director): $156,0000;

• (ii) Mr Richard Seville (Managing Director): $537,465;

• (iii) Mr Jack Tan (Director): $84,478; and

• (iv) Mr Neil Stuart (Non Executive Director): $363,881.

• (c) Interests of Experts and Others

Other than as set out below or elsewhere in this Prospectus:

• (i) No person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds, or during the last two years before lodgement of this Prospectus with the ASIC, held, an interest in:

• A. the formation or promotion of the Company;

• B. property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• C. the Offer; and

• D. No amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid to any such person for services rendered in connection with the formation or promotion of the Company or the Offer.

• (ii) Hayes Knight Audit (Qld) Pty Ltd has been paid $56,425 (exclusive of GST) for the provision of professional services in relation to the auditing of the financial statements of the Company and other due diligence services in the two years before the date of this Prospectus.

• (iii) Hemming+Hart Lawyers has acted as solicitor to the Company in relation to the Offer and is entitled to be paid $45,000 (exclusive of GST) in respect of these services. Hemming+Hart Lawyers acted for Elementos in preparing Section 9 of the Elementos Prospectus, which is incorporated by reference into this Prospectus, as well as for advice and assistance in relation to the preparation of certain aspects of the Elementos Prospectus, assisting Elementos in conducting its due diligence enquiries in relation to the Elementos Prospectus and preparing Elementos’ application for admission to ASX. Hemming+Hart Lawyers has been paid $90,000 (exclusive of GST) by the Company in respect of these services. In addition, Hemming+Hart Lawyers has been paid $50,174 (exclusive of GST) for the provision of professional services to the Company in the two years before the date of this Prospectus.

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• (iv) Vargas Galindez Lawyers prepared the Argentinean Tenure Report dated 6 November 2009 contained in Section 8 of the Elementos Prospectus, which is incorporated by reference into this Prospectus. Vargas Galindez Lawyers has been paid $14,398 (exclusive of GST) by Elementos in respect of these services. In addition, Vargas Galindez Lawyers has been paid $29,273 (inclusive of GST) for the provision of professional services to the Company in the two years before the date of this Prospectus

• (v) Minnelex Pty Ltd has prepared the Independent Geologist’s Report dated 12 October 2009 contained in Section 5 of the Elementos Prospectus, which is incorporated by reference into this Prospectus. Minnelex Pty Ltd has been paid $8,426 (exclusive of GST) by Elementos in respect of these services. In addition, Minnelex Pty Ltd has been paid $1,059 (exclusive of GST) for the provision of professional services to the Company in the two years before the date of this Prospectus.

• (vi) Johnston Rorke prepared the Investigating Accountant's Report dated 6 November 2009 contained in Section 7 of the Elementos Prospectus, which is incorporated by reference into this Prospectus. Johnston Rorke has been paid $20,000 (exclusive of GST) by Elementos in relation to the preparation of the Investigating Accountant’s Report.

• (d) Consents of Experts and Others

• (i) Other than as set out below, each of the parties referred to in this section:

  • A. does not make, or purport to make, any statement in this Prospectus, nor is any statement in this Prospectus based on any statement by any of those parties;

  • B. to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of the party; and

  • C. did not authorise or cause the issue of all or any part of this Prospectus.

• (ii) Johnston Rorke has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to the incorporation by reference into this Prospectus of the Investigating Accountant's Report dated 6 November 2009 contained in Section 7 of the Elementos Prospectus in the form and context in which it is incorporated, and to all references to that report in this Prospectus in the form and context in which they appear.

• (iii) Hayes Knight Audit (Qld) Pty Ltd has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to being named as the auditor of the Company in this Prospectus.

• (iv) Hemming+Hart Lawyers has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to be named in this Prospectus as solicitor to the Offer in the form and context in which it is

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named and to the incorporation by reference into this Prospectus of the Australian Tenure Report dated 6 November 2009 contained in Section 9 of the Elementos Prospectus in the form and context in which it is incorporated, and to all references to that report in this Prospectus in the form and context in which they appear.

• (v) Vargas Galindez Lawyers has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to the incorporation by reference into this Prospectus of the Argentinean Tenure Report dated 6 November 2009 contained in Section 8 of the Elementos Prospectus in the form and context in which it is incorporated, and to all references to that report in this Prospectus in the form and context in which they appear.

• (vi) Minnelex Pty Ltd has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn his consent to the incorporation by reference into this Prospectus of the Independent Geologist’s Report dated 12 October 2009 contained in Section 5 of the Elementos Prospectus in the form and context in which it is incorporated, and to all references to that report in this Prospectus in the form and context in which they appear.

• (vii) Registries Limited has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to being named as the Company’s share registry in this Prospectus.

4.2 Competent Person Statement

The information in the Elementos Prospectus (incorporated by reference into this Prospectus) that relates to exploration results and mineral resources, is based on information compiled by Mr Robert Pyper, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Pyper has sufficient experience which is relevant to the style of mineralisation and the type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Pyper has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn his consent to the incorporation by reference of the information relating to exploration results, mineral resources and ore reserves of the Tenements in which Elementos has an interest contained in the Elementos Prospectus, in the form and context in which it is incorporated and to all references to that information in this Prospectus in the form and context in which they appear.

5. Directors’ Statement

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Company by:

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_______ Mr Neil Stuart Director

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6.	Glossary
	AEST	Australian Eastern Standard Time
	ASIC	Australian Securities and Investments Commission.
	ASTC Settlement Rules	The operating rules of the ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532
	ASX	ASX Limited (ACN 008 624 691).
	ASX Listing RulesorListing Rules	Official listing rules of ASX.
	Board	Board of Directors.
	Business Day	Has the meaning given in the Listing Rules.
	Capital Gains Tax	Capital Gains Tax applying and assessed pursuant to the relevant provisions of the_Income tax_ _Assessment Act 1997 (C’th)_and any other applicable legislation.
	Capital Reduction	The equal capital reduction and pro rata in specie distribution by the Company of 20,000,001 Elementos Shares to shareholders of the Company pursuant to the Resolution.
	Company	Orocobre Limited ACN 112 589 910
	Constitution	The constitution of the Company
	Corporations Act	Corporations Act 2001 (C'th).
	Demerger Relief	A class ruling by the Australian Tax Office that demerger relief is available in respect of the distribution of Elementos Shares pursuant to Resolution 1, pursuant to Division 125 of the_Income tax_ Assessment Act 1997(C’th) and Section 44 of the_Income Tax_ Assessment Act 1936(C’th).
	Director	A current director of the Company.
	Elementos	Elementos Limited (ACN 138 468 756).
	Elementos Prospectus	The (second) Replacement Prospectus issued by Elementos dated 27 November 2009.
	Elementos Share	Fully paid ordinary share in the capital of Elementos.
	Elementos Shareholder	A shareholder of Elementos.

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Eligible Shareholder	A holder of Shares in the Company as at 6pm AEST on the Record Date.
Employee Options	Options held by employees of the Company.
General Meeting	The general meeting of the Company convened by the Notice of Meeting.
Notice of Meeting	The Notice of Meeting and Explanatory Statement of the Company dated 18 February 2010.
Offer	The offer of Elementos Shares pursuant to the Notice of Meeting
Option	An option to acquire a Share.
Orocobre Share	A Share
Prospectus	This prospectus dated 18 February 2010
Record Date	The record date for determining entitlements to the Elementos Shares as set out in section 1.3 of the Explanatory Statement accompanying the Notice of Meeting.
Resolution	The resolution (Resolution 1) being put to Shareholders in the Notice of Meeting about the Capital Reduction.
Share	A fully paid ordinary share in the capital of the Company.
Shareholder	A person holding Shares in the Company.
Tenements	The mineral tenements in which Elementos has an interest, as set out in the Elementos Prospectus.

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Orocobre Limited ACN 112 589 910

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R

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YOUR VOTE IS IMPORTANT

FOR ALL ENQUIRIES CALL: 02 9290 9600

FACSIMLE 02 9290 9655

ALL CORRESPONDENCE TO:

Registries Limited GPO Box 3993 Sydney NSW 2001

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 9AM (QLD TIME) SUNDAY 21 MARCH 2010

Reference Number:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 9am on Tuesday, 23 March 2010. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged either:

BY MAIL - Orocobre Limited, GPO Box 1946, Milton QLD 4064

BY FAX - + 61 7 3871 3985

IN PERSON - Orocobre Limited, Level 1, 349 Coronation Drive, Milton QLD 4064

STEP 2 Voting Directions to your Proxy

You can tell you Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Orocobre Limited

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Barcode
Reference Number
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STEP 1 - Appointment of Proxy

I/We being a member/s of Orocobre Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an OR ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the 2010 General Meeting of Orocobre Limited to be held at level 1, 349 Coronation Drive, Milton QLD 4064, on Tuesday the 23nd of March2010 at 9.00am and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of a resolution, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called. The Chair intends to vote all undirected proxies in favour of the resolution.

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions

Ordinary Business Item 1 Reduction of capital and distribution in specie Item 2 Ratification of issue of shares

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For Against Abstain
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In addition to the intentions advised above. The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date /
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