ELEMENTOS LIMITED — Proxy Solicitation & Information Statement 2013

Sep 9, 2013

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10 September 2013

The Manager Company Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Notice of Extraordinary General Meeting

Please find attached a copy of the Notice of Extraordinary General Meeting, Explanatory Memorandum and Proxy Form for Elementos Limited’s (ASX:ELT) Extraordinary General Meeting to be held on Tuesday, 8 October 2013.

Shareholders are invited to attend the Company’s Extraordinary General Meeting to be held at the offices of Hemming+Hart Lawyers, Level 5, 307 Queen Street, Brisbane, Queensland on Tuesday, 8 October 2013 commencing at 10am (Brisbane Time).

Yours faithfully

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Linda Scott Company Secretary

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ELEMENTOS LIMITED

ACN 138 468 756

Notice of General Meeting and Explanatory Statement

Date of Meeting: 8 October 2013 Time of Meeting: 10 a.m. Place of Meeting: Hemming+Hart Lawyers Level 5 307 Queen Street Brisbane QLD Australia

The business of the General Meeting will comprise ordinary business seeking Shareholder approval for a change to the scale of the Company’s activities and related matters.

This Notice of General Meeting and the accompanying Explanatory Statement should be read in their 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.

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Directors	Mr A. Anthony McLellan (Chairman)
	Mr Corey Nolan (Managing Director)
	Mr James D Calaway (Non-executive Director)
Company Secretaries	Paul Crawford
	Linda Scott
Registered Office	Level 8
	26 Wharf Street
	Brisbane QLD 4000
	AUSTRALIA
	Ph: (+617) 3221 7770
	Fax: (+617) 3221 7773
	Email:admin@elementos.com.au
	Website:www.elementos.com.au
Auditors	BDO Audit (QLD) Pty Ltd
	Level 10
	12 Creek Street
	Brisbane QLD 4000
	AUSTRALIA
Legal Advisers	Hemming+Hart
	Level 5
	307 Queen Street
	Brisbane QLD 4000
	AUSTRALIA
Share Registry	Boardroom Pty Ltd
	Level 7
	207 Kent Street
	Sydney NSW 2000
	AUSTRALIA

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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

Notice is given that an General Meeting of Shareholders of Elementos Limited (ACN 138 468 756) ( Company or Elementos ) will be held at Hemming+Hart Lawyers, Level 5, 307 Queen Street Brisbane, Queensland, Australia on 8 October 2013 at 10am (AEST).

The Explanatory Statement that accompanies and forms part of this Notice of Extraordinary Meeting describes the various matters to be considered.

Terms used in this Notice of General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary of the Explanatory Statement.

RESOLUTION 1: APPROVAL OF CHANGE IN SCALE OF ELEMENTOS’ ACTIVITIES

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

“That for the purposes of Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change in the scale of its activities by the acquisition of up to all of the shares in Rockwell Minerals Limited ACN 149 804 062 ( Rockwell ) on the terms of the Takeover Offer and in the manner described in the Explanatory Statement.”

Voting exclusion

The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 2: ELECTION OF MR CALVIN TREACY AS A DIRECTOR OF ELEMENTOS

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

“That, subject to the successful completion of the Takeover, Mr Calvin Treacy, who, being eligible has offered himself for election, be elected as an Executive Director of the Company with effect from completion of the Takeover.”

RESOLUTION 3: ELECTION OF MR RICHARD SEVILLE AS A DIRECTOR OF ELEMENTOS

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

“That, subject to the successful completion of the Takeover, Mr Richard Seville, who, being eligible has offered himself for election, be elected as a Non-executive Director of the Company with effect from completion of the Takeover.”

RESOLUTION 4: DIRECTOR PARTICIPATION IN THE DIRECTOR FEE AND REMUNERATION SACRIFICE PLAN

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

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“That, for the purposes of Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval be given for the issue of Shares to each of the Directors and the Proposed New Directors (following their appointment) under the Fee and Remuneration Sacrifice Plan, on the terms set out in the Explanatory Memorandum.”

Voting exclusion

The Company will disregard any votes cast on this Resolution by a Director of the entity (except one who is ineligible to participate in the Director Fee Sacrifice Plan) and an associate of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting ( Chair ) as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Further, a vote must not be cast on this Resolution by a member of the Company’s Key Management Personnel or their closely Related Parties acting as proxy, if their appointment does not specify the way the proxy is to vote on Resolution 4. However, the Chair will be entitled to vote an undirected proxy notwithstanding that he is a member of the Company’s Key Management Personnel, if the proxy appointment expressly authorises the Chair to exercise the proxy.

RESOLUTION 5: APPROVAL FOR MR A. ANTHONY MCLELLAN TO ACQUIRE SHARES UNDER THE DIRECTOR FEE AND REMUNERATION SACRIFICE PLAN

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given for the issue to Mr A. Anthony McLellan, a Director of the Company, Shares under the Director Fee and Remuneration Sacrifice Plan on the terms set out in the Explanatory Memorandum”.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director of the entity (except one who is ineligible to participate in the Director Fee Sacrifice Plan) and an associate of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting ( Chair ) as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Further, a vote must not be cast on this Resolution by a member of the Company’s Key Management Personnel or their closely Related Parties acting as proxy, if their appointment does not specify the way the proxy is to vote on Resolution 4. However, the Chair will be entitled to vote an undirected proxy notwithstanding that he is a member of the Company’s Key Management Personnel, if the proxy appointment expressly authorises the Chair to exercise the proxy.

RESOLUTION 6: APPROVAL FOR MR COREY NOLAN TO ACQUIRE SHARES UNDER THE DIRECTOR FEE AND REMUNERATION SACRIFICE PLAN

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given for the issue to Mr Corey Nolan, a Director of the Company, Shares under the Director Fee and Remuneration Sacrifice Plan on the terms set out in the Explanatory Memorandum”.

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Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director of the entity (except one who is ineligible to participate in the Director Fee Sacrifice Plan) and an associate of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting ( Chair ) as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Further, a vote must not be cast on this Resolution by a member of the Company’s Key Management Personnel or their closely Related Parties acting as proxy, if their appointment does not specify the way the proxy is to vote on Resolution 4. However, the Chair will be entitled to vote an undirected proxy notwithstanding that he is a member of the Company’s Key Management Personnel, if the proxy appointment expressly authorises the Chair to exercise the proxy.

RESOLUTION 7: APPROVAL FOR MR JAMES CALAWAY TO ACQUIRE SHARES UNDER THE DIRECTOR FEE AND REMUNERATION SACRIFICE PLAN

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given for the issue to Mr James Calaway, a Director of the Company, Shares under the Director Fee and Remuneration Sacrifice Plan on the terms set out in the Explanatory Memorandum”.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director of the entity (except one who is ineligible to participate in the Director Fee Sacrifice Plan) and an associate of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting ( Chair ) as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Further, a vote must not be cast on this Resolution by a member of the Company’s Key Management Personnel or their closely Related Parties acting as proxy, if their appointment does not specify the way the proxy is to vote on Resolution 4. However, the Chair will be entitled to vote an undirected proxy notwithstanding that he is a member of the Company’s Key Management Personnel, if the proxy appointment expressly authorises the Chair to exercise the proxy.

RESOLUTION 8: APPROVAL FOR MR CALVIN TREACY TO ACQUIRE SHARES UNDER THE DIRECTOR FEE AND REMUNERATION SACRIFICE PLAN

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given for the issue to Mr Calvin Treacy, a Proposed New Director of the Company, Shares under the Director Fee and Remuneration Sacrifice Plan on the terms set out in the Explanatory Memorandum”.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director of the entity (except one who is ineligible to participate in the Director Fee Sacrifice Plan) and an associate of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting ( Chair ) as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Further, a vote must not be cast on this Resolution by a member of the Company’s Key Management Personnel or their closely

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Related Parties acting as proxy, if their appointment does not specify the way the proxy is to vote on Resolution 4. However, the Chair will be entitled to vote an undirected proxy notwithstanding that he is a member of the Company’s Key Management Personnel, if the proxy appointment expressly authorises the Chair to exercise the proxy.

RESOLUTION 9: APPROVAL FOR MR RICHARD SEVILLE TO ACQUIRE SHARES UNDER THE DIRECTOR FEE AND REMUNERATION SACRIFICE PLAN

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given for the issue to Mr Richard Seville, a Proposed New Director of the Company, Shares under the Director Fee and Remuneration Sacrifice Plan on the terms set out in the Explanatory Memorandum”.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director of the entity (except one who is ineligible to participate in the Director Fee Sacrifice Plan) and an associate of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting ( Chair ) as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides. Further, a vote must not be cast on this Resolution by a member of the Company’s Key Management Personnel or their closely Related Parties acting as proxy, if their appointment does not specify the way the proxy is to vote on Resolution 4. However, the Chair will be entitled to vote an undirected proxy notwithstanding that he is a member of the Company’s Key Management Personnel, if the proxy appointment expressly authorises the Chair to exercise the proxy.

RESOLUTION 10: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF EXECUTIVE SALARY SACRIFICE COMPLETED ON 22 NOVEMBER 2012

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That in accordance with ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 28,648 Shares to Alistair Grahame and 32,244 Shares to Linda Scott announced and completed on 22 November 2012, at an issue price of $0.043 per Share and otherwise as set out in the Explanatory Statement, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 11: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF EXECUTIVE SALARY SACRIFICE COMPLETED ON 8 FEBRUARY 2013

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That in accordance with ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 122,593 Shares to Alistair Grahame and 120,043 Shares to Linda Scott announced and

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completed on 8 February 2013, at an issue price of $0.0231 per Share and otherwise as set out in the Explanatory Statement, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 12: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF EXECUTIVE SALARY SACRIFICE COMPLETED ON 18 APRIL 2013

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That in accordance with ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 279,161 Shares to Linda Scott announced and completed on 18 April 2013, at an issue price of $0.0149 per Share and otherwise as set out in the Explanatory Statement, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 13: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF EXECUTIVE SALARY SACRIFICE COMPLETED ON 18 JULY 2013

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That in accordance with ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 178,903 Shares to Linda Scott announced and completed on 18 July 2013, at an issue price of $0.0155 per Share and otherwise as set out in the Explanatory Statement, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 14: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF PRIVATE PLACEMENT COMPLETED ON 7 AUGUST 2013

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That in accordance with ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 16,666,667 Shares to Andrew Carlyle Greig announced and completed on 7 August 2013, at

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an issue price of $0.015 per Share and otherwise as set out in the Explanatory Statement, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 15: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF PRIVATE PLACEMENT COMPLETED ON 7 AUGUST 2013

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That in accordance with ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 800,000 Shares to Success Investments Pty Ltd, 400,000 Shares to Halcyon & Hirst Pty Ltd ATF Halcyon Superannuation Account, 400,000 Shares to Bermate Pty Ltd ATF Bermate Super Fund Account, 200,000 Shares to Milray Superannuation Pty Ltd, 400,00 Shares to Sofew Assets Pty Ltd ATF Sofew Pastoral Account, 500,000 Shares to C5 Holdings Pty Ltd ATF Cochrane Superannuation Fund, and 3,496,503 Shares to Richard Seville & Associates Pty Ltd ATF The Seville Super Fund Account announced and completed on 7 August 2013, at an issue price of $0.0143 per Share and otherwise as set out in the Explanatory Statement, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 16: AMENDMENT OF OPTION TERMS - A. ANTHONY MCLELLAN

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, subject to the provisions of a Waiver granted by ASX from the application of ASX Listing Rule 6.23.3 for the purposes of this Resolution and for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 6.23.4 and for all other purposes, approval is given for the amendment of the terms of the 700,000 Options held by A. Anthony McLellan to remove the term that stipulates the options will lapse if not exercised within 6 months of Mr McLellan ceasing to be a Director, on the terms and conditions set out in the accompanying Explanatory Statement.”

Voting exclusion

The Company will disregard any votes cast on this Resolution by a person who holds an option that is the subject of the approval and an associate of that person (or those persons) pursuant to listing rule 14.11 and 14.11.1. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

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RESOLUTION 17: AMENDMENT OF OPTION TERMS - COREY NOLAN

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, subject to the provisions of a Waiver granted by ASX from the application of ASX Listing Rule 6.23.3 for the purposes of this Resolution and for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 6.23.4 and for all other purposes, approval is given for the amendment of the terms of the 800,000 Options held by Corey Nolan to remove the term that stipulates the options will lapse if not exercised within 6 months of Mr Nolan ceasing to be a Director, on the terms and conditions set out in the accompanying Explanatory Statement.”

Voting exclusion

The Company will disregard any votes cast on this Resolution by a person who holds an options that is the subject of the approval and an associate of that person (or those persons) pursuant to listing rule 14.11 and 14.11.1. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 18: AMENDMENT OF OPTION TERMS – MARK McCAULEY

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, subject to the provisions of a Waiver granted by ASX from the application of ASX Listing Rule 6.23.3 for the purposes of this Resolution and for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 6.23.4 and for all other purposes, approval is given for the amendment of the terms of the 350,000 Options held by Mark McCauley to remove the term that stipulates the options will lapse if not exercised within 6 months of Mr McCauley ceasing to be a Director, on the terms and conditions set out in the accompanying Explanatory Statement.”

Voting exclusion

The Company will disregard any votes cast on this Resolution by a person who holds an options that is the subject of the approval and an associate of that person (or those persons) pursuant to listing rule 14.11 and 14.11.1. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 19: AMENDMENT OF OPTION TERMS – JAMES CALAWAY

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, subject to the provisions of a Waiver granted by ASX from the application of ASX Listing Rule 6.23.3 for the purposes of this Resolution and for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 6.23.4 and for all other purposes, approval is given for the amendment of the terms of the 500,000 Options held by James Calaway to remove the term that stipulates the options will lapse if not exercised within 6 months of Mr Calaway ceasing to be a Director, on the terms and conditions set out in the accompanying Explanatory Statement.”

Voting exclusion

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The Company will disregard any votes cast on this Resolution by a person who holds an options that is the subject of the approval and an associate of that person (or those persons) pursuant to listing rule 14.11 and 14.11.1. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

RESOLUTION 20: AMENDMENT OF OPTION TERMS – LINDA SCOTT

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That, subject to the provisions of a Waiver granted by ASX from the application of ASX Listing Rule 6.23.3 for the purposes of this Resolution, ASX Listing Rule 6.23.4 and for all other purposes, approval is given for the amendment of the terms of the 200,000 Options held by Linda Scott to remove the term that stipulates the options will lapse if not exercised within 6 months of Ms Scott ceasing to be employee or officer of the Company, on the terms and conditions set out in the accompanying Explanatory Statement.”

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Voting exclusion

The Company will disregard any votes cast on this Resolution by a person who holds an options that is the subject of the approval and an associate of that person (or those persons) pursuant to listing rule 14.11 and 14.11.1. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

NOTES

These notes form part of the Notice of Meeting.

Time and Place of Meeting

Notice is given that an General Meeting of members will be held at Hemming+Hart Lawyers, Level 5, 307 Queen Street, Brisbane QLD 4000, on Tuesday, 8 October 2013 at 10am (AEST).

Your Vote is Important

The business of the General Meeting affects your shareholding and your vote is important.

Voting Eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7 pm, Friday 4 October 2013.

Voting in Person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• (a) each member has a right to appoint a proxy;

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

• (c) a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• (a)

• if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

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Further details on these changes are set out below.

The proxy form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than close of business on Friday, 4 October 2013, by mail, hand delivery, or facsimile.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• (c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• (b) the appointed proxy is not the chair of the meeting; and

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• (i) the proxy is not recorded as attending the meeting;

• (ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Voting by Corporate Representative

A body corporate that is a Shareholder, or that has been appointed as a proxy, may appoint an individual to act as its representative at the General Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the General Meeting, evidence of appointment, including any authority under which it is signed, unless it has previously been given to the Company.

Voting by Attorney

A Shareholder may appoint an attorney to vote on their behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company in one of the methods listed above for the receipt of Proxy Forms, so that it is received not later than 5pm, Friday 4 October 2013.

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Forward Looking Statements

Certain statements in this Explanatory Statement relate to the future. These statements reflect views only as of the date of this Explanatory Statement. While the Company believes that the expectations reflected in the forward looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Statement will actually occur.

Notice to Persons Outside Australia

This Explanatory Statement has been prepared in accordance with Australian laws, disclosure requirements and accounting standards. These laws, disclosure requirements and accounting standards may be different to those in other countries.

The distribution of this Explanatory Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Explanatory Statement should inform themselves of, and observe, any such restrictions.

Disclaimers

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

Privacy

To assist the Company to conduct the General Meeting, the Company may collect personal information including names, contact details and shareholding of Shareholders and the names of persons appointed by Shareholders to act as proxy at the General Meeting. Personal information of this nature may be disclosed by the Company to its share registry, print and mail service providers, and the Company's agents for the purposes of implementing the Takeover. Shareholders have certain rights to access their personal information that has been collected and should contact the Company secretary if they wish to access their personal information.

Competent Person Consent Statement

The information in this document that relates to Exploration Results, Mineral Resources or Ore Reserves at the Tamaya Project, Chile, and Manantiales and Santo Domingo Projects, Argentina, and Millenium and Selwyn South Projects Australia, is based on information compiled by Mr Gustavo Delendatti, a member of the Australian Institute of Geoscientists. Mr Delendatti is a fulltime employee of Elementos, and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which it 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 Delendatti consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this document that relates to Exploration Results, Mineral Resources or Ore Reserves at the Cleveland tin-copper and tungsten project, Tasmania, is based on information previously issued in the 18 April 2013 ASX Announcement by Elementos entitled “Cleveland Tin, Copper and Tungsten JORC Resources”. The information therein was based on “Cleveland Mine, Luina, Tasmania Mineral Resource Report for Rockwell Minerals Limited” compiled by Michael V. McKeown of Mining One Consultants, a Fellow of the Australasian Institute of Mining and Metallurgy. Mr McKeown is an employee of Mining One Consultants and its subsidiaries, and has

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sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which it 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 McKeown was responsible and supervised the preparation of the technical information in the 18 April 2013 release and has relevant experience and competence of the subject matter. Mr McKeown consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

ASIC and ASX involvement

Neither ASIC, ASX nor any of their officers take any responsibility for the contents of the Notice of Meeting and Explanatory Statement.

---

By Order of the Board Ms Linda Scott Company Secretary

Dated: 6 September 2013

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EXPLANATORY STATEMENT

RESOLUTION 1: CHANGE IN SCALE OF ACTIVITIES OF ELEMENTOS

1. Overview of Takeover Offer

On 6 June 2013, the Company announced that it had entered into an agreement with Rockwell for the proposed purchase of 100% of the share capital of Rockwell. If completed, the Takeover Offer will result in a change of the scale of activities for Elementos.

Subject to the terms of the Takeover Offer, Elementos will offer to Rockwell Shareholders three point five (3.5) fully paid ordinary share in Elementos for every one (1) fully paid ordinary share held in Rockwell. The Company will issue up to 277,480,021 Elementos Shares if the Takeover Offer is successful.

Based on the closing price of Elementos’ Shares ($0.015) on 5 August 2013, the Takeover Offer represents an implied value of approximately $0.0525 per Rockwell Share.

Completion of the Takeover Offer will result in:

• Rockwell becoming a subsidiary of the Company, assuming:

• 100% acceptances of the Takeover Offer; or

• the 90% minimum acceptance condition under the Takeover Offer is satisfied and compulsory acquisition of all remaining Rockwell Shares not acquired under the Takeover Offer;

• the Company, via Rockwell Minerals (Tasmania) Pty Ltd ACN 127 819 710, a wholly owned subsidiary of Rockwell, having an option to acquire the remaining 50% interest in Exploration Licence 7/2005, a tenement in the Cleveland Project in Tasmania;

• an addition to the Company’s business focus, to include exploration and development for tin-copper and tungsten in Tasmania;

• the appointment to the Board of two new Directors, Calvin Treacy who is currently a Rockwell Director and Richard Seville a new independent Director; and

• the resignation from the Board of Mr A. Anthony McLellan and Mr James Calaway.

2. ASX Listing Rule Requirements

2.1. Listing Rule 11.1

In summary, Listing Rule 11.1 provides that a listed company that proposes to make a significant change to the nature or scale of its activities must:

• (a) if ASX requires, obtain the approval of shareholders of its ordinary securities to the change; and

• (b) if ASX requires, meet the requirements in Chapters 1 and 2 of the Listing Rules for the admission of a company to the official list of ASX as if the company were applying for admission.

ASX has exercised its discretion pursuant to Listing Rule 11.1 and has required that the Company seek shareholder approval for the Takeover Offer as, if successful, the Takeover Offer would result in a change of the nature and scale of the Company’s activities.

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ASX has informed the Company in-principle that if Shareholders approve Resolution 1, the Company will not be required to re-comply with the admission requirements set out in Chapters 1 and 2 of the Listing Rules.

Information required by the Listing Rules (as set out above) is set out in this Explanatory Statement.

3. Capital Structure on Reinstatement of ASX quotation

The table below shows the capital structure of the Company in the event that Resolution 1 is approved and the maximum number of Elementos Shares are issued pursuant to the Takeover Offer:[1]

Offer:1
Elementos Shares	Number
Elementos Shares on issue 1	188,638,746
Elementos Shares anticipated to be issued to Rockwell Shareholders oncompletionoftheTakeoverOfferonapprovalof Resolution 1_2_	277,480,021
Total Elementos Shares on Completion of the Takeover Offer3	466,118,767

Notes:

1. Subject to rounding up adjustments and based on the number of Elementos Shares and Elementos Options on issue as at the date of this Notice of General Meeting.

2. Assumes the 90% minimum acceptance condition under the Takeover Offer is satisfied and compulsory acquisition of all remaining Rockwell Shares not acquired under the Takeover Offer.

3. Assumes no existing Elementos Options are exercised before completion of the Takeover Offer.

Elementos Options	Number
Elementos Options quoted on the ASX and exercisable at $0.06 each onorbefore 9April 2014	32,952,052
Elementos Options exercisable at $0.226 each on or before 23 October 2015	4,500,000
Elementos Options exercisable at $0.30 each on or before 23 December 2013	1,500,000
Elementos Options exercisable at $0.226 each on or before 7 September 2015	650,000
Elementos Options exercisable at $0.226 each on or before 30 November 2015	500,000
Elementos Options exercisable at $0.326 each on or before 18 January2017	1,000,000
Elementos Options exercisable at $0.06 each on or before 3 December 2016	200,000
Elementos Options exercisable at $0.06 each on or before 20 January 2017	2,350,000
Total Elementos Options on Completion of the Takeover Offer	43,652,052

4. Trading in Elementos Shares

As at the date of this Notice of General Meeting, 188,638,746 Elementos Shares and 32,952,052 Elementos Options are quoted on ASX.

Set out below is a table showing relevant trading prices of Elementos Shares on ASX:

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Comparative trading period	Price of Elementos Shares
Elementos closing price as at 6 August 2013 (the last closing price available prior to the Bidder’s Statement being sent to RockwellShareholders)	$0.015
Highest trading price in the 3 months prior to 6 August 2013 (the last closing price available prior to the Bidder’s Statement being sent to Rockwell Shareholders)	$0.035
Lowest trading price in the 3 months prior to 6 August 2013 (the last closing price available prior to the Bidder’s Statement being sent toRockwellShareholders)	$0.010
Last available closing price of Elementos Shares on ASX prior to the date this Notice of General Meeting was lodged with ASX	$0.020

5. Overview of Rockwell

Rockwell is an unlisted public company limited by shares, registered in Australia. It has 85 shareholders. Rockwell currently owns 50% and has a right to acquire the remaining 50% by 31 December 2013, of the Cleveland Project (Mineral Exploration Licence 7/2005) in north-west Tasmania, Australia. Consideration of $700,000 is payable upon acquisition of the remaining 50% of the project.

Rockwell, through its wholly owned subsidiary, Rockwell Minerals (Tasmania) Pty Ltd, also holds granted Tasmanian mineral exploration licences EL9/2006 and EL15/2011.

Rockwell’s principal assets comprise:

• 1 Cleveland mine - a relatively shallow, hard-rock tin-copper Mineral Resource of 47,000 tonnes of tin equivalent metal,

• 2 Tungsten Mineral Resource - containing 12,000 tonnes of WO3; and

• 3 Cleveland tailings - a low-grade tin and copper tailings Mineral Resource of 13,000 tonnes of contained tin equivalent metal.

5.1. Cleveland Mine

The Cleveland mine is a historical underground tin mine operated by Aberfoyle Limited between 1968 and 1986. The mine produced 5,645,035 tonnes of tin and copper ore grading 0.68% and 0.28% respectively, producing 23,519 tonnes of tin and 9,691 tonnes of copper in concentrates. The mine closed due to the low tin prices in the late 1980s. Aberfoyle was a major operator in the tin and tungsten mining industry with four operating tin and tungsten mines in Australia.

The mine was operated successfully with good ground conditions conducive to low-cost, long-hole, open-stoping methods.

The mine was developed down to approximately 400 metres below the surface. The underground decline and stopes are still available for access to the known deposits of tincopper and tungsten. There is a four kilometre decline and approximately eleven kilometres of underground development in place, although mine access will be restricted until dewatering and rehabilitation is completed.

Adequate geological records have survived from the time of the Aberfoyle operations to allow for the estimation of Mineral Resources and reporting of the Mineral Resources in accordance with the JORC Code.

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In addition, 111 samples from 87 Aberfoyle drill cores were re-split and re-assayed to confirm the reliability of the historical tin and copper sampling and assaying methods, producing excellent reconciliations.

Aberfoyle drilled 2,040 diamond holes into the deposits for a total drilled length of about 130,000 metres, and has more than 75,000 assay points for tin-copper, tungsten and selected other metals. Certain historical data has been digitised which includes diamond drill hole collar locations, drill hole surveys, and assays, lode intercepts and mined out parameters from mine closure resource reports, surface contours of the mine, and the location of the Cleveland decline.

The JORC Resource for the Cleveland mine, independently prepared by Mining One Consultants, is summarised below.

	Cleveland Mine Mineral Resource Estimate #	Cleveland Mine Mineral Resource Estimate #	Cleveland Mine Mineral Resource Estimate #	Cleveland Mine Mineral Resource Estimate #
		Cut-off grade 0.35%		Sn
Category	Tonnes kt	Tin grade %Sn	Copper grade %Cu	Tin _Eq Sn_Eq %	Tin tonnes	Tin Equivalent tonnes
Indicated	4,239	0.70%	0.28%	0.80%	30,000	34,000
Inferred	1,880	0.64%	0.19%	0.70%	12,000	13,000
Total	6,119	0.68%	0.25%	0.77%	42,000	47,000

# See note on Tin Equivalent Calculations Below

In the Cleveland mine, tin and copper mineralisation is principally hosted in semi-massive sulphide lenses that have replaced limestone. Tin occurs as cassiterite (tin oxide) and in very minor amounts as stannite, and copper as chalcopyrite.

The tin and copper lenses are more or less vertically dipping, lenticular deposits with strike lengths of up to 500 metres, across strike thicknesses of up to 30 metres and down-dip extents of up to 800 metres. Mineral Resources have been estimated for the tin and copper in these individual lenses.

5.2. Tungsten Mineral Resource

The mineral resources are all contained within an exploration permit area of 18 square kilometres. Rockwell also controls two additional exploration permits representing approximately 76 square kilometres of prospective ground for further tin, tungsten, lead, zinc and silver exploration.

In the Cleveland mine, tungsten mineralisation occurs as wolframite (Fe,MnWO3), hosted

in a tungsten bearing quartz stock-work (Foley zone).

The tungsten bearing stock-work is currently considered to dip vertically and has a known strike length of about 300 metres, an across strike width of up to 300 metres and a down dip extent of 900 metres.

The JORC Mineral Resource for the Tungsten deposit, independently prepared by Mining One Consultants, is summarised in the table below.

			Cleveland Tungsten	Cleveland Tungsten	(Foley Zone) Mineral	Resource	Estimate
Cut-off	grade	(%	**WO3) **	Category	Tonnes (kt)	Tungsten %WO3	Contained WO3 (tonnes)
	0.20%			Inferred	3,980	0.30%	12,000

5.3. Cleveland Tin-Copper Tailings

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The tonnage and grades of copper and tin tailings has been estimated from the reported operating records of the Aberfoyle processing plant between 1969 and 1986. The tailings are stored on-site in two tailings dams, the surfaces of which are covered in vegetation. Because the spatial distribution of both, the grade and tonnage of the tailings in the dams is unknown and the resources have been classified as inferred. A zero cut-off grade has been used, because it is assumed all the tailings will be treated. Rockwell has completed an internal scoping study which demonstrates the potential of re-processing the tailings.

The JORC Resource for the Cleveland tailings, independently prepared by Mining One Consultants, is summarised in the table below.

Cleveland Tailings Mineral Resource Estimate Cut-off grade 0% Sn	Cleveland Tailings Mineral Resource Estimate Cut-off grade 0% Sn	#
Category Tonnes kt Tin grade %Sn Copper grade %Cu Tailings 3,850 0.30% 0.13%	Tin _Eq Sn_Eq % 0.34%	Tin tonnes Tin Equivalent tonnes 11,600 13,000

# Tin Equivalent Calculations

The tin equivalency is calculated by the formula: Sn_Eq % = Sn% + Cu% / (Sn price US$25,000 / Cu price US$8,500). No metallurgical assumptions have been built into the resource estimate, although the company expects that the tin and copper will be recovered into concentrates in a modern concentrator. The Company notes that Cleveland was a historical mine operated by Aberfoyle Limited between 1968 and 1986. During the life of the Cleveland operations, 5.7 million tonnes of ore was mined and processed to produce to approximately 24,000 tonnes of tin and 10,000 tonnes of copper in concentrates. The historical life of mine tin and copper recoveries averaged 60% - best tin recovery 69% (1969 and 1973)- and copper 76% (1973). The Company believes that recoveries could be substantially improved using modern day tin processing technology. The tailings resource has been subject to a Rockwell scoping study and metallurgical test work which has demonstrated that tin and copper concentrates can be recovered.

The Company believes that all the metals included in the metal equivalent calculations have a reasonable potential to be recovered and it does not believe there are any factors that would result in metallurgical recoveries being materially lower than historically achieved.

For tin and copper resources, a tin equivalent grade was estimated from the tin and copper grades, assuming metal prices current at the time of writing the Bidder’s Statement, that is, US$25000 per tonne for tin and US$8500 for copper.

5.4. Cleveland Exploration Potential

There is excellent potential to expand on the known areas of mineralisation in both the tin-copper and tungsten deposits.

While there has been a significant amount of drilling within the tin deposit areas, most of the exploration focus by Aberfoyle was on the incremental expansion of known mineralisation. The main tin deposit remains open at depth and along strike, and there are intersections outside the known deposit areas.

The Foley tungsten system remains open along strike and at depth. Aberfoyle reports indicate the potential for major extensions of the Foley zone to the north.

5.5. Regional Infrastructure

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The tin province in north-west Tasmania hosts some of the world’s highest grade and most productive tin mines, including Renison Bell, Mt. Bischoff and Cleveland. The region also hosts operating iron ore, lead/zinc, gold and copper mines.

The region has well developed infrastructure and a strong mining culture. The site is linked to Burnie Port by sealed roads. Accessible power runs through the Cleveland exploration licence area, and there is abundant water available for use in the process. The Burnie region has a large, available, and industrially-savvy workforce. The Tasmanian Government, Environmental Protection Authority and Department of Mineral Resources have all indicated support for the Cleveland Project.

5.6. Development Activities

A JORC compliant resource estimate for the tin-copper and tungsten deposits was announced by Rockwell on 18 April 2013. Development activities in progress and planned include:

• (a) finalising environmental permitting and mining lease applications;

• (b) implementing a dewatering program to re-establish access to the Cleveland mine;

• (c) commence an exploration drilling program (if required) to define new resources and extensions within the tin-copper and tungsten deposits, previously identified by Aberfoyle, but never drilled. A number of new greenfield exploration targets will also be evaluated;

• (d) progressing metallurgical test-work and designing a new process flow sheet utilising the latest tin processing technologies, which have substantially advanced since mine closure; and

• (e) completing a scoping study to identify the optimal development scenarios for the tin-copper, tungsten and tin tailings, including capital and operating costs.

6. Elementos’ Current Activities

6.1. Overview

Elementos is an Australian based, ASX-listed, copper and gold exploration company, operating in world-class mineral districts in the Andes region of Chile and Argentina, and the Mt Isa mineral province in Australia. The Company’s strategic objective is to discover economic mineral deposits and realise value through development, joint venture, or sale.

Projects within the Company’s 773 square kilometres of tenements, are situated in some of the world’s most significant base and precious metals districts, close to major operating mines and deposits including[1] :

• (a) Chile - Andacollo, El Espino, Tres Valles, Punitaqui and Llahuin;

• (b) Argentina - Pascua Lama, Veladero, and Gualcamayo and Casposo; and

• (c) Australia - Mt Isa, Ernest Henry, Cannington, Rocklands, Roseby, Osborne and Merlin.

6.2. 2013 Strategic Objectives

1 The fact that these projects are near to Elementos’ projects does not mean that Elementos’ projects will have the same nature, value or success as those projects or that there is an economic resource.

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The Company’s main strategic objective during 2013, aside from completion of the Takeover and subsequent development of the Cleveland Project as a priority, is to realise value from its assets as follows:

• (a) Exploration – The Company’s primary exploration focus has been at its Tamaya Joint Venture in Chile. During 2012/13, the Company completed a number of phases of exploration including mapping, sampling, geophysics and drilling. The results of the first year of exploration at Tamaya are being analysed and subsequent activities will be planned following the review. Exploration has been put on hold at all the Company’s other properties;

• (b) Acquisition – The Company has been actively pursuing new project opportunities. Given the extremely difficult environment for raising capital to fund green field exploration, the focus has been on identifying more advanced or brownfield assets which the Company believes have a better chance of secure new funding; and

• (c) Divestment and Joint Venture - The Company remains committed to advancing and/or realising value from its Millenium, Manantiales and Santo Domingo projects through sale or joint ventures.

6.3. Company Projects

The following summary highlights the current status of the exploration activities at each of the Company’s projects.

6.3.1. Tamaya, Chile

Tamaya is located approximately 400 kilometres north of the Chilean capital, Santiago, and approximately 80 kilometres south of La Serena and Coquimbo Region IV’s provincial capital. The region has excellent exploration, mining, and development infrastructure, being host to several world-class mines and deposits.

The project is situated in an established mining district in the coastal ranges of central Chile, at less than 1,000 metres altitude. Mines and deposits in the area include clusters of large iron-oxide-copper-gold (IOCG) style deposits, including Andocollo (Teck), Tres Valles (Vale), Punitaqui (Glencore) and El Espino (Pucobre), along with numerous other smaller copper and gold deposits.

Tamaya is located in the Cerrillo Tamaya historic mining district. Historical mining activities at Tamaya apparently focused on selectively mining high-grade sulphide copper veins, with reported production of 2Mt @ 12% copper, with grades up to 20%.

During 2012/13, the Company completed a number of phases of exploration including mapping, sampling, ground based magnetometry and induced polarisation geophysics, and a combined diamond and reverse circulation drilling program.

The recently completed 5,079 metre drilling program, the first ever conducted on the property, was designed to explore the copper-gold potential of the Tamaya project. The aim of the program was to test a number of different mineralisation styles and targets identified throughout the project.

The majority of the secondary targets have now been drill tested. However, the Company is yet to test the main primary structure at San Jose, historically mined for high-grade copper, and a number of secondary targets including Campanil, Lecaros, Tortolas, San Francisco, Borrachos and Arenillas.

Highlights from the drilling program, include:

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• (a) Camponil - a number of zones of copper oxide mineralisation were intersected with grades between 0.15% and 1.0% copper, including:

• TD12-01 - 10.2 metres at 0.32% copper from 3.0 metres, including 1.2 metres at 0.99% copper;

• TD12-02 - 26.4 metres at 0.48% copper from 0 metres, including 7.3 metres at 1.06% copper and 0.125 g/t gold from 5 metres, and 1.4 metres at 1.08% copper from 25 metres; and

• TD12-03 - 1.9 metres at 0.36% copper from 254.0 to 255.9 metres, and 1.95 metres at 0.61% copper from 271.2 to 273.15 metres.

• (b) Tortolas - Large zones (20 metres at 0.64% copper and 0.14g/t gold) of prospective disseminated copper mineralisation enveloping narrow high-grade structures (up to 3.17% copper and 0.9g/t gold).

• (c) Borrachos - Boreholes TR13-08 in the north sector of the prospect, and TR13-09 and TR13-10 in the southern sector intersected 12 metres at 0.38% copper, 8 metres at 0.34% copper and 10 metres at 0.24% copper respectively, each zone hosting narrower high-grade intervals.

The Company is satisfied with its inaugural program and is assessing all the results before planning the next phase of exploration at Tamaya.

At Tortolas, the program demonstrated that the higher-grade structures are enveloped by wider zones of lower-grade mineralisation. Additional follow up diamond drilling will be required to test the vertical extension of the higher-grade copper at the bottom of hole TR13-01 and collect more detailed geological information at the prospect.

The primary focus of the next phase of exploration is to develop a drilling methodology to test the main structural vein system at Tamaya. The Company believes it to be a highly prospective target:

• (a) The vein system extends for more than three kilometres on the surface, and is coincident with both magnetometry and induced polarisation geophysical anomalies;

• (b) Waste rock dumps along the length of the system, and particularly around San Jose, mostly comprise material from the mineralised envelope to the main vein, yet contain significant amounts of higher-grade material (0.5 – 5.0% copper) which is subject to extraction by artisanal miners. As this was dumped as waste, the source of this material, together with the remnants of the main vein, form the priority target;

• (c) Extensive surface sampling has demonstrated wide-spread copper mineralisation along the strike extent of the main vein structure, and into the wallrocks surrounding the structure; and

• (d) The main vein was the focus of historical high-grade copper mining where it is reported that up to 2Mt of copper was mined at grades of 12% (non-JORC). It is still considered highly prospective for remnant high-grade mineralisation.

The Company has a joint venture with HMC Gold SCM on the Tamaya copper project in Chile, comprising 5,690 ha and 1,200 ha of mining concessions and exploration applications respectively. Recently HMC Gold has made applications over ground hosting extensions of known mineralisation totalling 2,700 hectares. Elementos can earn a 50% interest in the project by spending US$7 million over three years on exploration and development, including drilling 5,000 metres per year. Elementos has until May 2014 to

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complete the second phase of 5,000 metres of drilling on the project or the earn-in agreement lapses.

6.3.2. Manantiales, Argentina

Manantiales is situated approximately 150 kilometres north-west of the city of San Juan, and comprises a number of exploration leases covering 97 square kilometres. Access is by sealed roads to the town of Calingasta, 30 kilometres south-east of Manantiales, and then via sealed and dirt roads. Local infrastructure and logistics include power, water and labour.

Manantiales is located within a relatively unexplored low sulphidation epithermal district which includes the adjacent Casposo epithermal gold-silver mine, Castaño Nuevo abandoned gold mine (10 kilometres north-east) and Castaño Viejo, an abandoned leadsilver-zinc-gold mine (13 kilometres to the north).

The project area adjoins and is immediately to the north of Troy Resources Casposo project. Troy Resources is operating a 400,000 tonne per year carbon-in-pulp gold processing plant based on a gold and silver resource. Manantiales shares a similar geological environment including rock types and structures that host the Casposo mineralisation.[2 ]

Progress has been made at Manantiales, discovering and defining prospects through mapping, surface sampling, geophysics and drilling. Three phases of drilling totalling more than 7,841 metres have been completed on the Manantial, Julietta and La Puerta veins.

The primary target for drilling has been at the Manantial vein where exploration has defined the shallow levels of a low-sulphidation epithermal system. An inaugural JORC Mineral Resource has been defined at the Manantial vein. The inferred and indicated inhouse resource estimate for the Manantial vein is 36,310 ounces of gold equivalent. The resource estimate is based on 4,559 metres of diamond core drilling and 245 metres of sawn blade channel sampling.

The Resource estimate is tabulated below:

Cut-off	Category	Tonnes	Gold	Silver	Gold	Gold	Gold	Equivalent
Gold		(Kt)	(g/t)	(g/t)	_Eq	(koz)	(Koz)
(g/t Au)					(Au_Eq
					g/t)
0.7	Indicated	0.34	1.84	10.56	2.14	19.61	22.76
0.7	Inferred	0.24	1.56	7.99	1.77	11.93	13.55
0.7	Indicated	0.58	1.71	9.40	1.97	31.54	36.31
	and
	Inferred
Gold equivalency is calculated by the formula: Au_eq g/t = Au g/t + (Ag g/t ÷ 60.00)
“Kt” represents thousand tonnes and “koz” represents thousand ounces3

The gold equivalency is calculated by the formula: Au_eq g/t = Au g/t + (Ag g/t ÷ 60.00). No metallurgical assumptions have been built into the resource estimate, although the company expects that the silver will be recovered with the gold in standard carbon-in-

2 The fact that these projects are near to Elementos’ projects does not mean that Elementos’ projects will have the same nature, value or success as those projects or that there is an economic resource

3 See ASX Release, “Maiden JORC Resource at Manantiales”, 20th September 2012, Gustavo Delendatti

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leach processing plant. The Company notes that the adjacent Casposo mine, which shares a similar geological and mineralogical environment to the Manantailes project, achieves high-grade recoveries of both gold and silver). The Company believes that all the metals included in the metal equivalent calculations have a reasonable potential to be recovered and it does not believe there are any factors that would result in metallurgical recoveries being materially different to Casposo.

Drilling at the Manantial vein has defined the shallow levels of a low-sulphidation epithermal vein system, with further potential at depth and along strike to discover new mineralisation. The highlights of the results to date include:

• (a) Minimum strike length extended to 180 metres in a north-south direction;

• (b) Mineralisation extended down to 300 metres depth;

• (c) A new zone of mineralisation positioned approximately 250 metres south of the main Manantial vein has been identified and remains untested; and

• (d) The system remains open along strike and to depth.

Drilling has confirmed that the vein is continuous, but internally, there are high-grade and low-grade gold phases. The mineralised phase shows a “pinch and swell” geometry (as seen at the adjacent Casposo mine) at this shallow level. This, in conjunction with gold grade variability in short distances, is a common feature in low-sulphidation systems and is the reason for the variable results from the relatively wide-spaced drilling to date. The highgrade gold mineralisation is enveloped within a larger lower-grade gold halo (0.1 g/t gold average grade and 5 to 20 metres wide). This increases the overall size of the system, and provides encouragement that the whole system is potentially mineralised.

Ongoing surface exploration is expanding the size of the system through the discovery of new discrete vein outcrops in the vicinity of the Manantial vein. Many of these have returned low-grade gold and silver mineralisation associated with low temperature silica and silica-calcite veining.

The Company believes there is potential for the Manantial vein to support a larger epithermal system at depth:

• (a) Geological evidence that Manantial has been a long-lived structure with at least four pulses of silica;

• (b) Geological mapping demonstrates an extensional structure with significant stratigraphic offset;

• (c) Geophysical anomalies extending to depth in the pole-dipole induced polarisation survey data; and

• (d) Textural, chemical and structural interpretations that indicate the Manantial system is at a higher level than the adjoining Casposo deposit.

Elementos has a number of other targets that it considers warrant drilling, including Manantial Este, a two kilometre long, north-south, highly-resistive anomaly, similar to that of the Manantial vein, which outcrops one kilometre to the west. Other targets recommended for initial drilling testing are La Puerta Este and Valentina.

In addition, more than 1,200 metres has been drilled at La Puerta and Julietta Norte. The Company considers that both targets warrant future drilling programs:

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• (a) La Puerta – Initial drilling along 200 metres of the La Puerta vein has returned a limited number of low-grade narrow anomalies at shallow levels, showing decreasing grade compared with high grades returned by surface saw blade channel sampling. This pattern was also encountered during early drilling at shallow levels in the Manantial vein and which required subsequent deeper drilling to encounter the high-grade Manantial vein.

• (b) Julieta Norte – The system appears to be plunging deeply to the north and any future drilling would focus on drilling the system at greater depths. The deposit appears that it may be an extension of the nearby Troy Resources Julietta satellite deposit, which contains a defined gold and silver resource.

The Company remains in a position at Manantiales to monetise its discoveries through possible standalone development, should a resource of sufficient size be defined, or potentially in partnership with the adjacent Casposo operation (although no agreement to that effect has yet been reached). Elementos is in the early stages of assessing various options in relation to the project, including divestment and joint venture.

The Company has an Option-to-Purchase contract governing the acquisition of this project. Due to the difficult equity and capital raising markets for early stage exploration projects, the Company began negotiating with Manantiales S.A. in late 2012 to restructure the Company’s 2013 option payments. A payment due by the Company in March 2013 has not been paid and the Company is negotiating in good faith with Manantiales S.A. to defer any options payments due by the Company during 2013. If agreement is reached with the vendor, option payments would recommence again in March 2014 under the new proposal being negotiated.

6.3.3. Santo Domingo, Argentina

Santo Domingo comprises a series of exploration tenements covering nearly 250 square kilometres. Located approximately 120 kilometres east of San Juan city, Santo Domingo is a low altitude project with well-established regional infrastructure and access compared to higher Andes Cordillera projects.

Since the Company’s public float in December 2009, systematic exploration programs, including mapping, sampling, and ground-magnetometry and IP geophysics, have been completed at Santo Domingo. This has resulted in the discovery of an extensive mineralised system, with a number of distinct styles and structures.

The main targets identified include the Yvette high-grade gold and silver-polymetallic shear zones, El Arriero West high grade gold and silver and the large Divisoria gold-copper porphyry system. In addition, the Company has identified three other porphyry targets at El Arriero (copper – molybdenum), El Arriero Extension (copper – gold), and Alunita, which remain untested by drilling.

Elementos believes that Santo Domingo could host a world-class deposit, which will require significant investment in exploration and infrastructure, including additional geophysics and deep drilling. As a result, Elementos has begun discussions with potential joint venture partners with the financial capacity to explore and develop a large porphyry target, to complement the Company’s technical understanding of the project.

The amounts still to be paid for the Santo Domingo project are US$35,000 payable on 18 October 2013, 18 April 2014, 18 October 2014 and 18 April 2015. The final option exercise price is US$530,000 payable on 18 October 2015.

6.3.4. Millenium, Australia

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Millenium is situated near Cloncurry in the world-class Mt Isa Inlier, a significant gold and base metal producing region, host to major copper/gold and lead/silver/zinc deposits. The district has established mining, processing and transportation infrastructure in close proximity to the regional centres of Mt Isa and Cloncurry.

The Company has been consolidating a large tenement position over the Corella Fault Zone, 40 kilometres north-west of Cloncurry. The Government has approved 254 square kilometres of Exploration Permits and 74 square kilometres of EPMs remain subject to granting. In addition, the Company has an Option-to-Purchase agreement with Forte Energy NL to acquire 134 hectares of mineral licences. The Company is currently finalising the arrangements to exercise the option with Forte Energy NL in conjunction with parties interested in forming a joint venture, or acquiring the project outright.

The Millenium project is in close proximity to major deposits including:[4 ]

• (a) Rocklands - copper-cobalt project 15 kilometres to the south-east;

• (b) Roseby - copper-cobalt project 10 kilometres to the north-west;

• (c) Dugald River Project base metals project 10 kilometres to the north; and

• (d) Mary Kathleen - 25 kilometres north-west of the historical uranium mine.

Little modern exploration has been undertaken on the Millenium EPMs. However, extensive exploration has been undertaken on the five mineral licences, including 13 drill holes which outlined a large zone of cobalt and copper mineralisation.

The Millenium mineral licences host a number of historical copper mine workings and prospects that were operated around the turn of the century. The Federal mine exploited copper in bornite and chalcopyrite down to 135 metres, producing some 10,000 tonnes of ore at exceptionally high grade (25% copper – non-JORC). Other workings along a shear “lode” structure were less successful for copper mining, but the lodes were noted to be rich in cobalt.

Between 1964 and 1991 several companies explored the district with trenching and drilling programs targeting both copper and cobalt mineralisation, including Carpentaria Exploration Company Pty Ltd, Tasman Minerals NL, and Murchison United NL. Encouraging results were reported from drilling on the Millenium mineral licences, confirming the thickness of the cobalt mineralisation including a best intersection in drill hole FD02 (95.4 to 106.1 metres) 10.7 metres at 2,333 ppm cobalt and 2.02% copper[5] .

Elementos completed a number of outcrop sampling programs during 2010/2011 to study the areas historically mined and drilled within the mineral licences. Copper, cobalt, gold and other metallic anomalies were identified along the trend of the Corella structure, including the zone of historic drilling. Subsequently, a soil survey extended the evident footprint of the mineralisation 1,500 metres north to the limit of the mineral licences, and remains open, apparently extending onto the newly granted EPMs. The survey extended the potential mineralisation over an area of limited exposure and no historical drilling, reinforcing the potential for further mineralisation over the newly granted EPMs.

Additionally, rare earth elements and Yttrium have been identified in check-assays of rockchip surface samples announced by the Company in 2010. Total Rare Earths ( TRE )

4 The fact that these projects are near to Elementos’ projects does not mean that Elementos’ projects will have the same nature, value or success as those projects or that there is an economic resource

5 Based on non-JORC compliant historic published reports.

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anomalies of up to 0.17% were identified in multiple samples from oxidised surface outcrops and shallow historic trenching. The average anomaly over 36 samples of varied composition and distribution was >400ppm. This is considered a significant surface anomaly and the future drill program will test for these elements at depth.

Future exploration activities will involve:

• (a) ground-magnetometry geophysical surveys of the Corella structure, including the zone of the cobalt and copper anomalies already identified;

• (b) drilling to confirm the cobalt and copper grades from historical drill holes;

• (c) testing for the presence of rare earth elements and Yttrium; and

• (d) drilling deeper into structures showing mineralisation.

The Company has been consolidating a large tenement position over the Corella Fault Zone, approximately 40 kilometres north-west of Cloncurry. The Public Authority has approved 254 square kilometres of Exploration Permits and 74 square kilometres of EPMs remain subject to granting. In addition, the Company has an Option-to-Purchase agreement with Forte Energy NL to acquire 134 hectares of mineral licences. The agreement provides, at Elementos’ election, the Company pay cash of $160,000, or issue the equivalent in Company shares. The Company is currently finalising the arrangements to exercise the option with Forte Energy NL in conjunction with several parties interested in forming a joint venture, or acquiring the project outright.

6.3.5. Selwyn South, Australia

The Company has made applications for 109 square kilometres of EPMs (19371, 19375 and 19426) at a new project area called Selwyn South. EPM 19375, representing 59% of the total area, is subject to a contested application which has yet to be resolved.

The project is situated 35 kilometres north of Osborne, 10 kilometres east of the productive Selwyn trend (which includes the Merlin molybdenum rhenium development project) and 40 kilometres west of the Cannington mine. The EPMs are located over an area of inflection in a prospective north-south structural trend, a feature often related to major deposits and mineralised systems in the district.

The target style and criteria are similar to those in the existing Millenium properties 120 kilometres to the north-west. A thorough review has been carried out of open-file data and satellite imagery in order to help plan future exploration activities.

6.4. Current Status and Future Immediate Intentions

The Company’s primary strategic objectives in the last 12 months has been the Takeover, the inaugural drilling program at Tamaya, and advancing and/or realising value from its Millenium, Selwyn South (not yet granted), Manantiales and Santo Domingo projects through sale or joint ventures. Exploration has been put on hold at these properties while this process is underway, parties are completing due diligence, and capital has been raised.

The Tamaya drilling program was completed in March 2013. The results of the first year of exploration at Tamaya are being analysed and subsequent activities will be planned following the review. There will be no further in-ground exploration commitments at Tamaya during the remainder of calendar year 2013 whilst the internal studies are completed.

On completion of the Takeover, the Company intends to acquire the remaining 50% interest of Exploration Licence 7/2005, a tenement in the Cleveland Project. This may necessitate raising

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equity or debt prior to 31 December 2013. Once acquired, the Company’s primary focus will be advancing the Cleveland Project. The board will establish a detailed work program and budget for the project on completion of the Takeover. Development activities planned for the Cleveland Project include:

• (a) finalise environmental permitting and mining lease applications;

• (b) implement a dewatering program to re-establish access to the Cleveland mine;

• (c) commence an exploration drilling program (if required) to define new resources and extensions within the tin-copper and tungsten deposits, previously identified by Aberfoyle, but never drilled. A number of new greenfield exploration targets will also be evaluated;

• (d) progress metallurgical test-work and design a new process flow sheet utilising the latest tin processing technologies, which have substantially advanced since mine closure; and

• (e) complete a scoping study to identify the optimal development scenarios for the tincopper, tungsten and tin tailings, including capital and operating costs.

6.5. Competent Person

The information in this document that relates to Exploration Results, Mineral Resources or Ore Reserves at the Tamaya Project, Chile, and Manantiales and Santo Domingo Projects, Argentina, and Millenium and Selwyn South Projects Australia, is based on information compiled by Mr Gustavo Delendatti, a member of the Australian Institute of Geoscientists. Mr Delendatti is a fulltime employee of Elementos, and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which it 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 Delendatti consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this document that relates to Exploration Results, Mineral Resources or Ore Reserves at the Cleveland tin-copper and tungsten project, Tasmania, is based on information previously issued in the 18 April 2013 ASX Announcement by Elementos entitled “Cleveland Tin, Copper and Tungsten JORC Resources”. The information therein was based on “Cleveland Mine, Luina, Tasmania Mineral Resource Report for Rockwell Minerals Limited” compiled by Michael V. McKeown of Mining One Consultants, a Fellow of the Australasian Institute of Mining and Metallurgy. Mr McKeown is an employee of Mining One Consultants and its subsidiaries, and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which it 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 McKeown was responsible and supervised the preparation of the technical information in the 18 April 2013 release and has relevant experience and competence of the subject matter. Mr McKeown consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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7. Directors’ Recommendations and Key Considerations for Shareholders on Resolution 1

7.1. Recommendation of the Directors

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 set out in the Notice of General Meeting.

Based on the information available, including that contained in this Explanatory Statement, all of the Directors consider that the Takeover Offer is in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 1.

The Directors declare that they do not hold any Rockwell Securities.

7.2. Reasons for the Directors’ Recommendations

The following is a list of the key reasons the Directors recommend that Shareholders vote in favour of the change in nature and scale of the activities of the Company, and consequently, the Takeover Offer:

• position Elementos with a more advanced asset with nearer term development potential and significant exploration upside, in a commodity with attractive supply and demand fundamentals;

• the Takeover Offer may improve share value for both Shareholders and Rockwell Shareholders;

• the Takeover Offer presents a significant opportunity for the Company to increase the scale of its activities which should increase the number and size of the investor pool that may invest in the Company and provide greater market liquidity;

• the Company will have better access to funding through completion of the Takeover Offer; and

• the Merged Group Board and Executive Management have significant and complimentary resources experience.

8. Potential Disadvantages of the Takeover Offer

Potential disadvantages of the Takeover Offer include:

• (f) the Takeover Offer, if completed, will result in the issue of up to approximately 277,480,021 Elementos Shares to the Rockwell Shareholders, the issue of these securities will dilute the ownership of existing Shareholders;

• (g) Elementos will be changing the nature and scale of its activities to include exploration for tin-copper and tungsten in Tasmania, which may not be consistent with the objectives of all Shareholders;

• (h) Elementos will seek to raise additional funds to conduct exploration of the Cleveland Project in Tasmania and for additional administration and overhead expenses incurred by reason of an increase in the Company’s size and scale of operations. These funds may be raised through a combination of sources, including through a private placement or capital raising. This may result in a dilution of your interest in Elementos;

• (i) there are various risk factors associated with the conduct of mining exploration - refer to Section 9 for an outline of these risk factors; and

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• (j) there is no guarantee that the exploration and development proposed to be conducted in Tasmania will result in an economic outcome.

9. Potential Risks

There are a number of risks associated with change in scale of the activities of the Company and the development and operation of Cleveland Project following a successful acquisition of Rockwell under the Takeover Offer which may impact on the Company’s future performance.

In addition, there are various risks inherent in the conduct of any mining exploration activities generally. Shareholders should give careful consideration to each of the risks. The risks below should not be taken as an exhaustive list of all risks which the Company could be subject to. The various risks include the following:

9.1. Financing - General

The Merged Group will need to raise additional equity or debt funds in the future for further exploration, evaluation or feasibility studies, expanding its operations or projects, capital expenditure or otherwise in the Merged Group's operations. There is no assurance that the Merged Group will be able to obtain additional equity or debt funding when required in the future, or that the terms associated with such funding will be acceptable to the Merged Group, particularly having regard to the current uncertain economic environment and the effect that metal prices may have on future production and earnings performance. This may have an adverse effect on the Merged Group's financial results.

9.2. Financing – Cleveland Project

The Merged Group is likely to need to raise additional equity or debt funds before 31 December 2013 to acquire the remaining 50% of Exploration Licence 7/2005, a tenement in the Cleveland Project. There is no assurance that the Merged Group will be able to obtain this additional equity or debt funding, or that the terms associated with such funding will be acceptable to the Merged Group. This may have an adverse effect on the Merged Group's ability to acquire the remaining 50% of Exploration Licence 7/2005, a tenement in the Cleveland Project.

9.3. Uncertainty of Ore Reserve and Mineral Resource Estimates

Ore Reserve and Mineral Resource estimates are imprecise and depend partly on statistical inferences drawn from drilling and other data, which may prove to be unreliable. Further, production could differ from Ore Reserve estimates for the following reasons (among others):-

• mineralisation or formation could be different from those predicted by drilling, sampling and similar examination;

• declines in the market price of commodities may render the potential extraction of some or all of the Merged Group’s prospects uneconomic;

• increases in mining costs and processing costs could adversely affect Ore Reserves; and

• the grade or quality of Ore Reserves may vary significantly.

Any of these factors may require the Merged Group to reduce its Ore Reserve and Mineral Resource estimates.

9.4. Exploration Risk

Minerals exploration is inherently risky. Notwithstanding the experience, knowledge and careful evaluation a company brings to an exploration project, there is no guarantee or assurance that

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the exploration activities of the Merged Group will successfully identify or locate recoverable mineral resources either at all or in quantities, places or grades that may be commercially viable.

9.5. Development Risk

Possible future development of mining operations at any of the Merged Group's projects are subject to numerous risks. The Merged Group's operations may be delayed or prevented as a result of weather conditions, mechanical difficulties or a shortage of technical expertise or equipment. There may be difficulties with obtaining government and/or third party approvals, operational difficulties encountered with extraction and production activities, unexpected shortages or increases in the price of consumables, plant and equipment, cost overruns or lack of access to required levels of funding. There is no guarantee that all or any projects will be developed successfully, become economically viable or successfully enter production. Development projects may incur further or greater costs than currently anticipated or may be delayed due to the need to obtain regulatory approvals or licences or due to problems with contractors or suppliers, financing issues or accidents during construction or commissioning.

9.6. Increased Costs could affect Profitability

The cash cost of production at any particular mining location is frequently subjected to variation from one year to the next due to a number of factors, such as changing waste-to-ore ratios, ore grade, metallurgy and the cost of supplies (for example, electricity and fuel).

9.7. Contract Termination Risk

If Rockwell is a party to any material agreements which provide that the counterparty can terminate that agreement upon a change of control in Rockwell, the exercise of those rights may have adverse consequences for the Merged Group.

9.8. Litigation

The Merged Group could be subject to litigation and other claims based on the conduct of Elementos and Rockwell that occurred prior to the acquisition by Elementos of all of the Rockwell Shares and the conduct of the Merged Group which follows the Takeover Offer.

9.9. Personnel

Elementos relies on certain key employees. There is a risk that Elementos or the Merged Group may not be able to retain key technical and managerial personnel after close of the Takeover Offer. This may have an adverse impact on the long term performance of the Merged Group.

9.10. Timing Delays

There is a risk that the Merged Group will not achieve its financial and strategic goals due to delays or difficulties occurring during the integration of the two businesses.

9.11. Market for Shares in the Merged Group

There can be no guarantee that a liquid market in Elementos Shares will exist after the close of the Takeover Offer. There may be relatively few, or many, potential buyers or sellers of Elementos Shares on ASX at any given time. This may affect the prevailing market price at which Elementos shareholders are able to sell their shares. This may result in Rockwell Shareholders receiving a market price for their Elementos Shares which is less or more than the current market price at which Elementos Shares trade on ASX.

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9.12. Less than 100% Ownership in Rockwell

The Takeover Offer contains a minimum acceptance condition of 90%. It is within the discretion of Elementos’ to waive this condition. There is still a risk that the final level of ownership acquired by Elementos in Rockwell may be less than 100%, which could have an impact on the intentions Elementos’ has regarding Rockwell. This impact could have a material adverse effect on the Merged Group.

9.13. Issue of Elementos Shares as Consideration

Under the Elementos Offer, Elementos will offer a significant number of its shares to Rockwell Shareholders. If current Rockwell Shareholders or current Elementos Shareholders do not wish to hold shares in the Merged Group and seek to sell their shares, this may have a material adverse effect on the Merged Group and the price of Elementos Shares.

9.14. Merger Integration Risks

Integrating two companies such as Elementos and Rockwell may produce some risks, including integrating management, information systems and work practices. Greater than expected integration costs could have a material adverse effect on Elementos.

9.15. Synergy Risks

Whilst the Directors of Elementos expect to realise certain synergy benefits from the Merger, achievement of these synergies is not certain. The synergies may not be realised to their full extent or may be realised over a longer period of time than the Directors of Elementos expect. This could have a material adverse impact on the financial performance of Elementos.

10. Directors Voting Intentions and Relevant Interests in Elementos Securities

Each Director intends to vote in favour of Resolution 1.

The Directors’ and Proposed New Directors’ relevant interests in Elementos Shares (either held directly, held by entities controlled by them or held by entities of which they are directors) as at the date of this Notice of Meeting are as follows:

Director / Proposed New Director	Elementos Shares	Listed Elementos Options	Unlisted Elementos Options
Corey Nolan	264,215	58,7151	2,500,0002 800,0003
A. Anthony McLellan	4,847,554	Nil	2,000,0002 700,0003
James Calaway	44,603,837	14,965,9861	1,000,0004 500,0003
Richard Seville	8,200,072	Nil	Nil
Calvin Treacy	Nil	Nil	Nil

Note 1: Options have an exercise price of $0.06 each and expiry date of 9 April 2014.

Note 2: Options have an exercise price of $0.226 each and expiry date of 23 October 2015.

Note 3: Options have an exercise price of $0.06 each and expiry date of 20 January 2017.

Note 4: Options have an exercise price of $0.326 each and expiry date of 18 January 2017.

11. Consequences if Resolution 1 is not Approved

In the event Resolution 1 is not approved by Shareholders at the General Meeting, there will be no change to the scale of activities of the Company and the Takeover Offer will not proceed.

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If Resolution 1 is not approved, the Company will need to cover the expenses incurred in negotiating the Takeover Offer, which may severely impact on the Company’s future.

In the event that Shareholders do not approve Resolution 1, the Board will continue to review its current projects and other potential new project acquisitions with the financial resources available after payment of expenses in relation to the Takeover Offer.

12. Information about Rockwell and its Project

12.1. Cleveland Project

Detailed information on the Cleveland Project is set out in section 5 above.

12.2. Directors of Rockwell

Rockwell’s Directors are:

• Calvin Patrick Treacy, Managing Director and Chairman;

• Dr. Michael David Adams, Executive Director; and

• Christopher James Dunks, Executive Director.

12.3. Rockwell Securities

As at the date of the Notice of Meeting, Rockwell has 79,280,006 Rockwell Shares on issue.

12.4. Rockwell Shareholders

As at the date of the Notice of Meeting, Rockwell has 85 Rockwell Shareholders.

The top 10 Rockwell Shareholders as at the date of the Notice of Meeting were as follows:

Rockwell Shareholder	Number of Rockwell Shares held	% of total Rockwell share **capital **
Bourse SecuritiesPtyLtd	11,200,000	14.13%
RMB Resources Limited (ACN 074 930 715) ATF Telluride Investment Trust	9,000,000	11.35%
Mutis Liber Pty Limited (ACN 111 482 234) as trustee for the Mutis Liber DiscretionaryTrust	6,540,001	8.25%
Goodall,William Richards, as trusteefor The Goodall FamilyTrust	4,500,001	5.68%
Seafour Investments Pty Limited ACN 129 934 970 as trustee for TreacyFamilyTrust	4,500,001	5.68%
Staples, Christopher John and Anna Claire, as trustees for The StaplesTrust	4,500,001	5.68%
Grieg,Andy	4,000,000	5.05%
The Well Beneath Pty Limited (ACN 113 195 609) as trustee for TheDufferyFamilyTrust	3,500,001	4.41%
1514341OntarioInc	3,000,000	3.78%
Treacy, Calvin Patrick	2,000,000	2.52%

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12.5. Interests of Elementos Directors and Proposed New Directors in Rockwell Securities

The Elementos Directors do not have any relevant interests in Rockwell Securities.

The Proposed New Directors have the following relevant interests in Rockwell Securities (either held directly, held by entities controlled by them or held by entities of which they are directors) as at the date of this Notice of General Meeting.

Director / Proposed New Director	Number of Rockwell Shares held	% of total Rockwell share capital
Calvin Treacy	6,500,001	8.19%
Richard Seville	Nil	Nil

12.6. Further information about Rockwell

As at the date of this Notice of General Meeting, the Rockwell Directors do not have any relevant interests in Elementos Shares. Richard Seville has an interest, indirectly, in 8,200,072 Elementos Shares.

13. Profile of the Merged Group and effect of the Takeover Offer

13.1. Board of the Merged Group

Mr Calvin Treacy and Mr Richard Seville have indicated their willingness to join Elementos to assist in the development of the Merged Group’s assets.

Post merger, it is proposed that the Merged Group Board will be made up of three directors. Rockwell Director Mr Calvin Treacy and new independent director Mr Richard Seville will be appointed to the Elementos Board, and Mr Corey Nolan will remain as a Director of Elementos. Messrs Anthony McLellan and James Calaway will resign as Directors of Elementos at the completion of the Takeover Offer.

On this basis it is proposed that, subject to successful completion of the Takeover Offer, the Board of Merged Group will comprise:

• Mr Corey Nolan, Executive Director;

• Mr Calvin Treacy, Managing Director; and

• Mr Richard Seville, Non-executive Director.

Profiles of the Proposed New Directors are set out below:

Calvin Treacy - BEng, MBA, MAICD – Managing Director

Mr Treacy is an experienced manager and director with over 10 years’ experience in the mining industry with a strong track record of founding and growing companies. His prior roles have included COO and CEO positions, Director of AMIRA International and he is currently a Director of several unlisted companies.

Richard P. Seville - BSc (Hons), MEngSc, MAusIMM, ARSM

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

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He is presently a Non-executive Director of ASX and AIM listed Leyshon Resources Limited and the managing director of ASX and TSX listed Orocobre Ltd.

13.2. Proposed Senior Management of the Merged Group

If Elementos acquires at least 90% of the Rockwell Shares pursuant to the Takeover Offer it is proposed that the Company’s executive management will comprise:

• Calvin Treacy – proposed Managing Director. A profile of Mr Treacy’s background and experience is set out in Section 13.1 above;

• Corey Nolan – proposed Executive Director.

• Linda Scott – proposed Company Secretary and Chief Financial Officer.

13.3. Material Terms of Executive Service Agreements

If Elementos acquires at least 90% of the Rockwell Shares pursuant to the Takeover Offer, it is proposed that Mr Treacy will be employed at a fixed remuneration of $150,000 per annum, plus statutory superannuation, subject to review within three months of appointment. Mr Treacy’s remuneration will be inclusive of directors’ fees.

Short term incentives (annual) will be based on key performance indicators relevant to position set by the Board and will be payable in a combination of cash, shares or options at the discretion of the Merged Group Board. Long term incentives, set and payable at the Merged Group Board’s discretion, will be paid by way of shares or options.

13.4. Financial Information about the Merged Group

A pro forma consolidated balance sheet as at 31 March 2013 has been compiled to present the financial position of the combined group (the merged Elementos and Rockwell) on the assumption that 100% of the shares in Rockwell had been acquired as at 31 March 2013 in accordance with the terms of the Offer.

Elementos does not, except as required by law, make any representations or warranty, express or implied, as to the accuracy or completeness of this information.

Elementos has had limited access to the directors, management or staff of Rockwell and has had limited access to working papers, accounting records or other documentation for the purposes of preparing this financial information. Therefore, it has not been possible to independently verify any of the financial information relating to Rockwell used in this Bidder’s Statement for providing pro forma financial information.

Financial information is provided for illustrative purposes only. In considering the pro forma information, holders of Rockwell shares must take the following matters into account:

1. The pro forma balance sheet has been prepared on the basis that the consolidated financial statements of the combined group will represent a continuation of the financial statements of Rockwell. This is because Rockwell is likely to be identified as the accounting acquirer (notwithstanding that the legal acquirer is Elementos) primarily as a result of Rockwell Shareholders having a majority share interest in Elementos after the Merger transaction. Because the consolidated financial statements will likely represent a continuation of the financial statements of Rockwell, the principles and guidance on the preparation and presentation of the consolidated financial statements in a reverse acquisition set out in Accounting Standard AASB 3 Business Combinations have been applied in preparing the pro forma balance sheet. This includes:

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• fair value adjustments arising at acquisition being made to the assets and liabilities of Elementos, not those of Rockwell;

• the cost of the acquisition, and amount recognised as issued capital to effect the transaction, being based on the deemed number of shares that Rockwell would need to issue for the shareholders of Elementos to have the same shareholding percentage as they will in Elementos at the acquisition date;

• equity balances in the consolidated balance sheet at acquisition date being those of Rockwell; and

• the equity structure (the number and type of equity instruments issued) at the date of acquisition reflecting the equity structure of Elementos, including the equity instruments to be issued to effect the acquisition.

• The pro forma balance sheet has been prepared by adjusting the last audited balance sheet of Rockwell as at 31 March 2013 and the last reviewed balance sheet of Elementos at 31 December 2012. In addition, a number of pro forma adjustments have been made to reflect the acquisition, estimated transaction costs and certain other transactions. Details of these adjustments are set out in the Notes to the pro forma balance sheets in the tables below.

• The actual date of the acquisition will be later than 31 March 2013. In accordance with the requirements of AASB 3 Business Combinations it will be necessary to assess the fair value of the net assets of Elementos on completion of the Merger. Consequently the actual fair values may differ from those reflected in the pro forma balance sheet once a detailed examination is made as of the actual acquisition date.

• The pro forma balance sheet is indicative only. The Elementos Directors have drawn their conclusions based on the known facts and other publicly available information as at the date of this Bidder’s Statement. If the facts, circumstances, assumptions and other information should prove different to that described, the conclusions may change accordingly.

• Set out below is the pro forma balance sheet of the combined group as at 31 March 2013 assuming Elementos had acquired 100% of Rockwell and the other adjustments summarised below had occurred as at that date:

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Current Assets Cash and cash equivalents Trade and other receivables Other Total Current Assets Non-Current Assets Exploration and evaluation assets Property, plant and equipment Total Non- Current Assets Total Assets Current Liabilities Trade and other payables Total Current liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated Losses Total Equity	Rockwell Balance Sheet 31 March 2013 Audited $ Pro Forma Adjustments Unaudited $ Rockwell Pro Forma Balance Sheet Unaudited $ Elementos Pro Forma Balance Sheet Unaudited $ Proforma Acquisition Adjustments Unaudited $ Proforma Combined Group Balance Sheet Unaudited $ 220,748 145,000 365,748 696,009 (200,000) 861,757 188,142 - 188,142 101,876 - 290,018 5,625 - 5,625 - - 5,625
	414,515 145,000 559,515 797,885 (200,000) 1,157,400
	2,876,854 - 2,876,854 5,057,958 (3,061,579) 4,873,233 - - - 68,900 - 68,900
	2,876,854 - 2,876,854 5,126,858 (3,061 579) 4,942,133
	3,291,369 145,000 3,436,369 5,924,743 (3,261,579) 6,099,533
	358,672 (100,000) 258,672 156,946 - 415,618
	358,672 (100,000) 258,672 156,946 - 415,618
	358,672 (100,000) 258,672 156,946 - 415,618
	2,932,697 245,000 3,177,697 5,767,797 (3,261,579) 5,683,915
	4,948,940 495,000 5,443,940 18,637,445 (15,931,227) 8,150,158 (402,472) 402,472 - (2,016,243) (250,000) (2,266,243) (12,467,176) 12,267,176 (2,466,243)
	2,932,697 245,000 3,177,697 5,767,797 (3,261,579) 5,683,915

Notes:

Note 1

The audited Rockwell balance sheet as at 31 March 2013 has been extracted from the audited financial statements of Rockwell for the period ended 31 March 2013.

Note 2

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The unaudited proforma adjustments to the Rockwell balance sheet as at 31 March 2013 are as follows:

• (i) The raising of $245,000 from the issue of 4,900,000 shares at 5c per share subsequent to 31 March 2013.

• (ii) Cash payments of $100,000 to trade and other payables.

• (iii) The settlement of $250,000 salary costs by issuing 5,000,000 shares.

Note 3

The unaudited Elementos pro forma balance sheet has been derived from the reviewed Elementos balance sheet as at 31 December 2012 (which has been extracted from the reviewed financial statements of Elementos for the half year ended 31 December 2012) together with certain unaudited pro forma adjustments as follows:

Current Assets Cash and cash equivalents Trade and other receivables Other Total Current Assets Non-Current Assets Exploration and evaluation assets Property, plant and equipment Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity	Elementos Balance Sheet 31 Dec 2012 Reviewed $ Pro Forma Adjustments Unaudited $ Elementos Pro Forma Balance Sheet Unaudited $ 1,596,202 (900,193) 696,009 101,876 - 101,876 520,270 (520,270) -
	2,218,348 (1,420,463) 797,885
	3,930,495 1,127,463 5,057,958 68,900 - 68,900
	3,999,395 1,127,463 5,126,858
	6,217,743 (293,000) 5,924,743
	456,946 (300,000) 156,946
	456,946 (300,000) 156,946
	456,946 (300,000) 156,946
	5,760,797 7,000 5,767,797
	18,031,430 606,015 18,637,445 (402,472) - (402,472) (11,868,161) (599,015) (12,467,176)
	5,760,797 7,000 5,767,797

Proforma Adjustments

The proforma adjustments to the Elementos balance sheet as at 31 December 2012 are as follows:

• Cash payments for exploration and evaluation related activities of $1,127,463.

• Release of the bank guarantee deposit on completing 5,000 metres of drilling at the Tamaya project (US$500,000).

• Cash payments of $800,000 comprising $500,000 operating expenses and $300,000 to trade and other payables.

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• Raising of $157,000 under a share purchase plan completed subsequent to 31 December 2012.

• The raising of $350,000 from the issue of shares.

• The settlement of $99,015 remuneration cost by the issue of shares.

Note 4

The unaudited pro forma acquisition adjustments comprise:

• i. Estimated acquisition transaction costs of $200,000 to be paid in cash (and expensed as required by AASB 3 Business Combinations).

• ii. Reduction in the pro forma carrying value of the exploration and evaluation assets of Elementos by $3,061,579 based on the deemed consideration paid by Rockwell.

This has been determined as follows:

his has been determined as follows:
Net assets as per Elementos unaudited pro forma balance sheet Less deemed consideration paid	$ 5,767,797 (2,706,218)
	3,061,579

As described above, the cost of the acquisition, and amount recognised as issued capital to effect the transaction, is based on the deemed number of shares that Rockwell would need to issue for the shareholders of Elementos to have the same shareholding percentage as they will in Elementos at the acquisition date.

Based on the capital structure described below the deemed number of shares that Rockwell would need to issue is 54,124,357.

Based on a Rockwell share price of 5 cents per share the deemed consideration paid is calculated to be $2,706,218 (54,124,357 shares x 5 cents per share).

• iii. Increase in issued capital for the deemed consideration paid (refer above).

• iv. Elimination of pre-acquisition equity of Elementos.

The unaudited pro-forma statement of financial position is indicative only. Elementos has drawn its own conclusions based on the known facts and other publicly available information. If the factors, circumstances, assumptions or other information should prove to be different to that described, the conclusions may change accordingly.

Purchase consideration consists of three point five (3.5) new Elementos Shares for each one (1) Rockwell Share for the issue of a total of 277,480,021 new Elementos Shares. The purchase consideration has been assessed at approximately $2,706,218 (based on the market price of Elementos Shares on the date immediately prior to the Bidder’s Statement being sent to Rockwell Shareholders, 6 August 2013 of $0.015).

13.5. Effect of Takeover Offer and Proposed Capital Raising on Expenditure

Following the completion of the Takeover the board will develop a long-term strategic plan and agree upon objectives for the next twelve months. A work program and budget will be established for the Merged Group’s assets as part of this process. The work plan will be assessed within the constraints of:

• (a) the Merged Group’s market capitalisation;

• (b) available funds;

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• (c) the individual capital needs of the assets;

• (d) the state of the equity markets; and

• (e) the Merged Group’s ability to raise new capital.

The primary focus of the Merged Group in the next twelve months will be the Cleveland Project. In order to complete the acquisition of the remaining 50% of the EL7/2005, $700,000 (plus transaction costs including stamp duty estimated at $140,000) is payable by 31 December 2013. Additionally, to keep all tenements in good standing, minimum tenement expenditure commitments need to be met. These commitments include activities such as the following:

• (a) finalising environmental permitting and mining lease applications;

• (b) implementing a dewatering program to re-establish access to the Cleveland mine;

• (c) commence an exploration drilling program (if required) to define new resources and extensions within the tin-copper and tungsten deposits, previously identified by Aberfoyle, but never drilled. A number of new greenfield exploration targets will also be evaluated;

• (d) progressing metallurgical test-work and designing a new process flow sheet utilising the latest tin processing technologies, which have substantially advanced since mine closure; and

• (e) completing a scoping study to identify the optimal development scenarios for the tincopper, tungsten and tin tailings, including capital and operating costs.

The Company is also required to meet its minimum tenement or joint venture commitments on its other projects in Australia and South America. Elementos has been actively pursuing a strategy to realise value from Millenium, Selwyn South (not yet granted), Manantiales and Santo Domingo projects through sale or joint ventures. Exploration has been put on hold at these properties while this process is underway, parties are completing due diligence, and capital has been raised.

The Tamaya drilling program was completed in March 2013. The results of the first year of exploration at Tamaya are being analysed and subsequent activities will be planned following the review. There will be no further in-ground exploration commitments at Tamaya during the remainder of calendar year 2013 whilst the internal studies are completed.

Following the detailed planning process the board will commit to the plan and raise capital accordingly. Currently we believe that post Takeover the Company will raise $1 million - $2 million to advance the projects to the next stage.

13.6. Financial Outlook for the Merged Group

This Explanatory Statement does not include any financial forecasts or projections for revenue or profit in relation to Elementos, Rockwell or the Merged Group.

The Company considers that the inclusion of financial forecasts would be speculative and potentially misleading for Shareholders given:

• (a) Elementos and Rockwell assets are presently undeveloped;

• (b) development is subject to inherent risks associated with material grades and quantities, mining equipment availability, the granting of production licenses, extraction and logistics costs; and

• (c) the future market prices for copper and gold are inherently uncertain.

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13.7. Costs of the Takeover Offer

The Company estimates it will incur fees for services provided in connection with the Takeover Offer, including for legal, taxation and corporate advisers, in the amount of approximately $200,000.

The total amount of cash that Elementos may become obliged to pay to satisfy all expenses incurred by Elementos and relating to the Takeover Offer will be provided from Elementos’ existing cash balances.

13.8. Effect of the Takeover Offer on Capital Structure

Assuming that Elementos legally acquires 100% of the Rockwell ordinary shares, the following table shows the issued and fully paid share capital of Elementos as at the date of this Bidder’s Statement and as it will be immediately following completion of the Takeover Offer:

Share Capital of Elementos Elementos (pre-Merger) Shares on issue (Note 2) Options (Note 1) Fully diluted Rockwell Shares on issue Options Fully diluted Elementos (post-Merger) Assuming 100% Acceptance Shares on issue Options (Note 1) Fully diluted Ownership Composition (post-acquisition, excluding options) Elementos shareholders Rockwell Shareholders	No. of Shares/Options 188,638,746 43,652,052
	232,290,798
	79,280,006 -
	79,280,006
	466,118,767 43,652,052
	509,770,819
	40.5% 59.5%
	100%

Notes:

1. The terms and conditions of the Elementos Options are as follows:

No. Quoted 32,952,052 Unquoted 4,500,000 1,500,000 650,000 500,000 1,000,000 200,000 2,350,000	Exercise Price Expiry Date 6.0c 9 April 2014 22.6c 23 October 2015 30.0c 23 December 2013 22.6c 7 September 2015 22.6c 30 November 2015 32.6c 18 January 2017 6.0c 3 December 2016 6.0c 20 January 2017

Each Elementos Option is convertible into one ordinary share of Elementos on paying the exercise price.

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1. Subject to change for any shares issued to Directors under the Director Fee and Remuneration Sacrifice Plan. May also change to reflect the issue of Shares where the Company has received signed commitments for the Shares but, at the date of this Bidder’s Statement, the funds associated with those commitments have not yet been received by the Company, and, accordingly, the corresponding Shares have not yet been issued.

13.9. Effect of the Takeover Offer on Shareholding Interests and Voting Power

The Takeover Offer, if successful, will dilute the shareholding interests of existing Shareholders.

If 100% of Rockwell Shareholders as at the date of this Notice of General Meeting accept the Takeover Offer, Rockwell Shareholders will become entitled to 59.5% of the total issued share capital of Elementos, on an undiluted basis.

The Takeover Offer, if successful, will affect the substantial shareholding interests in Elementos (i.e. holdings of 5% or more of the total Elementos Shares on issue).

Based on current shareholding interests known to Elementos, the table below summarises the expected substantial Shareholders (associated entities aggregate interests shown) of Elementos on completion of the Takeover Offer:

• (a) assuming no Elementos Options are exercised; and

• (b) assuming 100% acceptance of the Takeover Offer.

Name	Elementos Shares held post completion of the Takeover Offer	Current Relevant Interest (%)	Relevant Interest following completion of the Takeover Offer (%)
Andes Investors LLC, Lithium Investors LLC and James Calaway	44,603,837	23.65%	9.57%
Bourse SecuritiesPtyLtd	39,200,000	Nil	8.41%
RMB Resources Limited (ACN 074 930 715) ATF Telluride InvestmentTrust	31,500,000	Nil	6.76%
AndrewCarlyle Greig	30,666,667	8.84%	6.58%
Mutis Liber Pty Limited (ACN 111 482 234) as trustee for the Mutis Liber Discretionary Trust and Michael DavidAdams	26,390,004	Nil	5.66%

13.10.Effect of the Takeover Offer on Company’s Financial Position

The Takeover Offer will affect the Company’s financial position.

An outline of the manner in which the Company’s financial position may change is set out in Section 13.4.

13.11.Effect of the Takeover Offer on Accounting and Dividend Policies

On successful completion of the Takeover Offer there will be no change to the Company’s accounting policies.

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13.12.Dividends

As Elementos and Rockwell are exploration companies, dividends will not be available from operating profits for the foreseeable future.

14. Terms of the Takeover Offer

14.1. Key Features of the Takeover Offer

As announced to ASX on 6 June 2013, Elementos has made a takeover bid for Rockwell, under which Elementos plans to acquire all of the Rockwell Shares on issue.

On 7 August 2013 Elementos lodged its Bidder’s Statement for the Takeover Offer. A copy of Elementos’ Bidder’s Statement is available on the ASX website at www.asx.com.au, ASX code ‘ELT’.

The key features of the Takeover Offer are:

• (a) Elementos has offered to acquire all of the Rockwell Shares, together with all Rights attached to them, on the terms and conditions set out in the Takeover Offer;

• (b) the consideration being offered by Elementos for the acquisition of all Rockwell Shares is three point five (3.5) Elementos Shares for every one (1) of Rockwell Shares held, subject to the terms and conditions set out in the Takeover Offer;

• (c) if the Rockwell Shareholder is considered an Ineligible Foreign Shareholder then, despite any other provision of the Takeover Offer, they will be offered and will receive for those Rockwell Shares a cash amount equal to the value of the Elementos Shares they would otherwise be entitled to receive under the Takeover Offer; and

• (d) the Elementos Shares to be issued pursuant to the Takeover Offer will, from their date of issue, rank equally in all respects with existing Elementos Shares currently on issue.

Under the Takeover Offer, Elementos will issue up to 277,480,021 Elementos Shares to Rockwell Shareholders.

14.2. Conditions to the Takeover Offer

Completion of the Takeover Offer is subject to a number of conditions being satisfied or waived before 14 October 2013 including, but not limited to, the following:

• (a) Shareholder approval of the acquisition of all Rockwell Shares under the Offer for the purposes of Listing Rule 11.1.2 and all other purposes;

• (b) at or before the end of the Takeover Offer Period, Elementos having a Relevant Interest in at least 90% of all the Rockwell Shares;

• (c) no mining or exploration agreement, right or licence to prospect, explore or mine or both a particular area or to construct, use or maintain infrastructure in connection with a mining operation, including an exploration licence, mineral development licence or mining lease held by Rockwell or any subsidiary of Rockwell ( Mining Interests ), or any interest in any Mining Interest, is revoked, terminated, forfeited, impaired or expires (excluding for the avoidance of doubt mandatory relinquishment of parts of tenements) or in the case of a renewal of a Mining Interest is not granted and such revocation, expiration, termination, forfeiture, impairment or non-renewal materially adversely affects the business of Rockwell;

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• (d) no prescribed occurrence (as set out in section 652C of the Corporations Act) in respect of Rockwell occurring during the Takeover Offer Period;

• (e) no action by Public Authority which adversely affects the Takeover Offer;

• (f) all necessary approvals for the Takeover Offer being obtained, including all approvals which are required by law or any Public Authority to permit the Takeover Offer to be made and accepted by Rockwell Shareholders; and

• (g) no change occurs, is discovered or becomes public which has or could reasonably be expected to have a materially adverse effect on Rockwell’s assets, liabilities, financial position, performance, profitability or prospects or the status of any approvals, licences or permits from any Public Authority, taken as a whole, applicable to any licence or permit held by Rockwell or which Rockwell has agreed to acquire from a third party.

The Takeover Offer is also conditional on permission for admission to Official Quotation of the Elementos Shares to be issued to Rockwell Shareholders accepting the Takeover Offer, being granted by ASX no later than 7 days after the end of the Takeover Offer Period.

Full details of the terms and conditions of the Takeover Offer are contained in the Bidder’s Statement which was released to ASX in full on 7 August 2013 and the Merger Implementation Deed (as amended) entered into by Rockwell and Elementos.

RESOLUTION 2: ELECTION OF MR CALVIN TREACY

The Company seeks to appoint Mr Calvin Treacy as an Executive Director of the Company.

Calvin Treacy - BEng, MBA, MAICD

Mr Treacey is an experienced manager and director with over 10 years’ experience in the mining industry with a strong track record of founding and growing companies. His prior roles have included COO and CEO positions, Director of AMIRA International and he is currently a Director of several unlisted companies.

The Board supports the appointment of Mr Treacy.

RESOLUTION 3: ELECTION OF MR RICHARD SEVILLE

The Company seeks to appoint Mr Richard Seville as a non-executive Director of the Company.

Richard P. Seville - BSc (Hons), MEngSc, MAusIMM, ARSM

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

He is presently a non executive director of ASX and AIM listed Leyshon Resources Limited and the managing director of ASX and TSX listed Orocobre Ltd.

The Board supports the appointment of Mr Seville.

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RESOLUTIONS 4, 5, 6, 7, 8 and 9 - DIRECTOR PARTICIPATION IN THE DIRECTOR FEE AND REMUNERATION SACRIFICE PLAN AND ACQUISITION OF SHARES BY EACH DIRECTOR AND PROPOSED NEW DIRECTOR

1. Overview of Director Fee and Remuneration Sacrifice Share Plan

The Board has recently established a Director Fee and Remuneration Sacrifice Share Plan ( Plan ) under which the Company has agreed, subject to Shareholder approval, to issue Shares to the Directors in lieu of the amount of Directors’ fees or executive remuneration that each Director has agreed to sacrifice from their monthly Director’s fees or remuneration.

The Directors consider that the issue or transfer of the Shares to Directors as part of their remuneration package is reasonable and appropriate given:

• (a) it is a cost effective and efficient reward for service. The issue of Shares in lieu of cash payments preserves the Company’s cash resources and reduces ongoing costs;

• (b) the responsibilities involved in the Directors’ positions within the Company;

• (c) it aligns remuneration with the future growth and prospects of the Company and the interests of Shareholders by encouraging Director Share ownership; and

• (d) the Plan involves foregoing remuneration to which the Directors are already entitled and is replacing that remuneration with Shares of the same value.

A summary of the terms of the Plan are set out in Annexure A.

2. Approvals Sought

2.1. Listing Rule 7.2 Exception 9

Under Listing Rule 7.1, a company must not, without the prior approval of shareholders of the company in general meeting approving the terms and conditions of the proposed issue, issue securities in any 12 month period which exceeds 15% of the number of issued securities of the company held at the beginning of the 12 month period. Under Listing Rule 7.1A, eligible entities are able to issue up to a further 10% of their issued capital in certain circumstances.

Exception 9(b) to Listing Rule 7.2 provides that Listing Rule 7.1 and Listing Rule 7.1A do not apply to an issue under an employee incentive scheme if within 3 years before the date of issue, shareholders have approved the issue under an employee incentive scheme as an exception to Listing Rule 7.1 and Listing Rule 7.1A. Accordingly, the Company is seeking Shareholder approval under Listing Rule 7.2 Exception 9(b) to enable the Company to issue Shares under the Plan without those Shares counting towards the Company’s 15% placement capacity under Listing Rule 7.1 and the additional 10% placement capacity under Listing Rule 7.1A.

2.2. Listing Rule 10.14

Under Listing Rule 10.11, a company must obtain the approval of its shareholders by resolution before it can issue securities to a related party. As the Directors and Proposed New Directors are deemed to be related parties of the Company (or will be at the time Shares under the Plan are issued to them), any issue of Shares under the Plan requires Shareholder approval under Listing Rule 10.11 unless an exception applies.

Listing Rule 10.12, exception 4 provides that approval under Listing Rule 10.11 is not required where securities are to be issued to a person under an employee incentive scheme that has been approved under Listing Rule 10.14. Accordingly, the Company is seeking Shareholder

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approval under Listing Rule 10.14 to issue Shares to the Directors and Proposed New Directors under the Plan.

2.3. Participation of Directors

Pursuant to the terms of the Plan, the Non-executive Directors, namely Mr James Calaway, Mr A. Anthony McLellan and Mr Richard Seville (subject to approval), are entitled to sacrifice into Shares each month up to a maximum of all of their monthly remuneration (subject to reductions for applicable tax and superannuation) for their services as a non-executive director of the Company or as a member of any committee of the Board. The Executive Directors, Mr Corey Nolan and Calvin Treacy (subject to approval), are entitled to salary sacrifice into Shares each month up to a maximum of his monthly base salary (subject to reductions for applicable tax and superannuation).

Approval is being sought to issue a maximum of 8,000,000 Shares to the Directors and Proposed New Directors under the Plan. Upon the maximum 8,000,000 Shares being issued to Directors, subject to any further shareholder approval being obtained, no further Shares will be issued to the Directors under the Plan and the Director’s remuneration will revert back to being paid in cash.

As noted in the Explanatory Memorandum for Resolution 1, Mr Calaway and his associates have a relevant interest in more than 20% of the Shares in the Company and Mr Calaway is therefore prohibited from acquiring Shares under the Plan unless the acquisition falls within an exception to the prohibition as set out in section 611 of the Corporations Act. As such, it is proposed that an agreed portion of the director’s remuneration due to Mr Calaway will continue to accrue until such time as Mr Calaway may be entitled to have Shares validly issued to him in compliance with Chapter 6 of the Corporations Act.

If Shareholders do not approve the issue of Shares to the Directors and Proposed New Directors under Resolutions 4, 5, 6, 7, 8 and 9 in lieu of their fees, then the Directors and Proposed New Directors remuneration will continue to be paid in cash.

2.4. Listing Rule 10.15A and Listing Rule 7.2 Exception 9

Listing Rule 10.15A and Listing Rule 7.2 Exception 9 requires the following information regarding the Plan to be included in this Explanatory Memorandum:

(a) Number of securities to be issued

The maximum number of Shares for which approval is being sought under the Plan is for a maximum of 8,000,000 Shares to be issued to Directors over a three year period.

Subject to the maximum 8,000,000 Shares, the actual number of Shares that will be issued to the Directors under the Plan will be determined by dividing the remuneration being sacrificed by participating Directors over the relevant 3 month period (exclusive of superannuation and applicable tax) by the volume weighted average price of over the 5 ASX trading days prior to the Shares being issued.

If Shareholder approval is granted, in the first month following approval the Company intends to issue Shares to Mr James Calaway and Mr A. Anthony McLellan in lieu of remuneration accrued but not paid for the months of July (Mr A. Anthony McLellan only) and August, September and October 2013 (excluding superannuation and applicable tax) ( Accrued Remuneration Shares ).

Following issue of the Accrued Remuneration Shares, and, subject to Shareholder approval being granted, the Company then intends to issue Shares to the Participating

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Directors (subject to the appointment of Calvin Treacy and Richard Seville) in lieu of remuneration in accordance with the Plan monthly or quarterly, in the discretion of the Directors, in arrears on the 15[th] of the month, with the first period following this meeting commencing October 2013.

If the number of Shares to be issued to the Directors under the Plan were to exceed the maximum of 8,000,000 Shares, then the equity component of the Director’s remuneration would be paid out in cash to ensure the maximum is not exceeded.

(b) Price of Securities

The price of Shares to be issued under the Plan will be based on volume weighted average price over the 5 ASX trading days prior to the Shares being issued.

The price of the Accrued Remuneration Shares to be issued will be based on the volume weighted average price over the 5 ASX trading days prior to the Accrued Remuneration Shares being issued, which in any event will occur no later than one month after Shareholder approval is granted.

(c) Previous Participants

The following Directors have previously participated in the Plan:

• Mr A. Anthony McLellan;

• Mr James Calaway; and

• Mr Corey Nolan.

8 million securities have been issued under the Plan since the last approval.

(d) Eligible Directors

The following Directors and Proposed New Directors are eligible to participate in the Plan.

• Mr A. Anthony McLellan;

• Mr Calvin Treacy (subject to appointment);

• Mr Richard Seville (subject to appointment);

• Mr James Calaway; and

• Mr Corey Nolan.

(e) No Loan Arrangements

Shares will be acquired under the Plan pursuant to fee and remuneration sacrifice arrangements with each of the Directors and Proposed New Directors. There are not proposed to be any loans in relation to such acquisitions.

(f) Annual Report Disclosure

Details of any Shares issued under the Plan will be published in each annual report of the Company relating to the period in which the Shares have been issued.

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Any additional persons who become entitled to participate in the Plan after Resolutions 4, 5, 6, 7, 8 and 9 are approved and who are not named in this Notice of Meeting will not participate in the Plan until approval is obtained under Listing Rule 10.14 (if approval is required under that Listing Rule).

(g) Date of Issue

Subject as noted below, the Company will issue Shares under the Plan monthly or quarterly, in the discretion of the Directors, in arrears on the 15[th] of the month, with the first period following this meeting commencing October 2013.

However, as noted above, if Shareholder approval is granted, in the first month following approval the Company intends to issue Shares to Participating Directors in lieu of remuneration accrued but not paid for the months of July, August, September and October 2013 (excluding superannuation and applicable tax).

As noted above, it is proposed that an agreed portion of the director’s remuneration due to Mr Calaway will continue to accrue until such time as Mr Calaway may be entitled to have Shares validly issued to him in compliance with Chapter 6 of the Corporations Act which the Company expects to be following the successful completion of the Takeover Offer.

(h) Voting Exclusion Statement

No votes can be cast on Resolutions 4, 5, 6, 7, 8 and 9 by any of the Directors, Proposed New Directors or their associates. Full voting exclusion statements are set out in the Notice of Meeting preceding this Explanatory Memorandum.

RESOLUTION 10: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF EXECUTIVE SALARY SACRIFICE COMPLETED ON 22 NOVEMBER 2012

On 22 November 2012 the Company issued shares in accordance with the executive salary sacrifice plan.

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

The original issue did not breach ASX Listing Rule 7.1 and Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to refresh the Company’s 15% equity placement limit under Listing Rule 7.1.

Pursuant to the provisions of ASX Listing Rule 7.5, the following information is supplied to Shareholders in respect of this Resolution 10:

(i) Number of Shares issued:

60,892

• (ii) Price at which the Shares were issued:

• 4.3 cents

• (iii) Terms of the Shares:

The Shares rank equally with all the other Shares on issue.

• (iv) Names of persons to whom the Shares were issued

Alistair Grahame (28,648), Linda Scott (32,244)

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(v) Use of the funds:

NA.

• (vi) Date of Allotment:

22 November 2012

RESOLUTION 11: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF EXECUTIVE SALARY SACRIFICE COMPLETED ON 8 FEBRUARY 2013

On 8 February 2013 the Company issued shares in accordance with the executive salary sacrifice plan.

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

The original issue did not breach ASX Listing Rule 7.1 and Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to refresh the Company’s 15% equity placement limit under Listing Rule 7.1.

Pursuant to the provisions of ASX Listing Rule 7.5, the following information is supplied to Shareholders in respect of this Resolution 11:

(i) Number of Shares issued:

242,636

(ii) Price at which the Shares were issued:

2.31 cents

• (iii) Terms of the Shares:

The Shares rank equally with all the other Shares on issue.

• (iv) Names of persons to whom the Shares were issued

Alistair Grahame (122,593), Linda Scott (120,043)

• (v) Use of the funds:

NA.

• (vi) Date of Allotment:

8 February 2013

RESOLUTION 12: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF EXECUTIVE SALARY SACRIFICE COMPLETED ON 18 APRIL 2013

On 18 April 2013 the Company issued shares in accordance with the executive salary sacrifice plan.

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

The original issue did not breach ASX Listing Rule 7.1 and Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to refresh the Company’s 15% equity placement limit under Listing Rule 7.1.

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Pursuant to the provisions of ASX Listing Rule 7.5, the following information is supplied to Shareholders in respect of this Resolution 12:

(i) Number of Shares issued:

279,161

• (ii) Price at which the Shares were issued:

• 1.49 cents

(iii) Terms of the Shares:

The Shares rank equally with all the other Shares on issue.

(iv) Names of persons to whom the Shares were issued

Linda Scott

(v) Use of the funds:

NA.

(vi) Date of Allotment:

18 April 2013

RESOLUTION 13: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF EXECUTIVE SALARY SACRIFICE COMPLETED ON 18 JULY 2013

On 18 July 2013 the Company issued shares in accordance with the executive salary sacrifice plan.

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

The original issue did not breach ASX Listing Rule 7.1 and Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to refresh the Company’s 15% equity placement limit under Listing Rule 7.1.

Pursuant to the provisions of ASX Listing Rule 7.5, the following information is supplied to Shareholders in respect of this Resolution 13:

(i) Number of Shares issued:

178,903

(ii) Price at which the Shares were issued:

• 1.55 cents

• (iii) Terms of the Shares:

The Shares rank equally with all the other Shares on issue.

• (iv) Names of persons to whom the Shares were issued

Linda Scott

• (v) Use of the funds:

NA.

(vi) Date of Allotment:

18 July 2013

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RESOLUTION 14: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF PRIVATE PLACEMENT COMPLETED ON 7 AUGUST 2013

On 7 August 2013 the Company issued shares in accordance with the executive salary sacrifice plan.

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

The original issue did not breach ASX Listing Rule 7.1 and Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to refresh the Company’s 15% equity placement limit under Listing Rule 7.1.

Pursuant to the provisions of ASX Listing Rule 7.5, the following information is supplied to Shareholders in respect of this Resolution 14:

• (i) Number of Shares issued:

16,666,667

• (ii) Price at which the Shares were issued:

• 1.5 cents

• (iii) Terms of the Shares:

The Shares rank equally with all the other Shares on issue.

• (iv) Names of persons to whom the Shares were issued

Andrew Carlyle Greig

• (v) Use of the funds:

Funding merger costs and working capital

• (vi) Date of Allotment:

• 7 August 2013

RESOLUTION 15: RATIFICATION OF THE ISSUE OF SHARES BY WAY OF PRIVATE PLACEMENT COMPLETED ON 7 AUGUST 2013

On 7 August 2013 the Company issued shares in accordance with the executive salary sacrifice plan.

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

The original issue did not breach ASX Listing Rule 7.1 and Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to refresh the Company’s 15% equity placement limit under Listing Rule 7.1.

Pursuant to the provisions of ASX Listing Rule 7.5, the following information is supplied to Shareholders in respect of this Resolution 14:

(i) Number of Shares issued:

6,196,503

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(ii) Price at which the Shares were issued:

1.43 cents

• (iii) Terms of the Shares:

The Shares rank equally with all the other Shares on issue.

(iv) Names of persons to whom the Shares were issued

Success Investments Pty Ltd (800,000);

Halcyon & Hirst Pty Ltd ATF Halcyon Superannuation Account (400,000); Bermate Pty Ltd ATF Bermate Super Fund Account (400,000); Milray Superannuation Pty Ltd (200,000); Sofew Assets Pty Ltd ATF Sofew Pastoral Account (400,000); C5 Holdings Pty Ltd ATF Cochrane Superannuation Fund (500,000); and Richard Seville & Associates Pty Ltd ATF The Seville Super Fund Account (3,496,503)

(v) Use of the funds:

Funding merger costs and working capital

• (vi) Date of Allotment:

• 7 August 2013

RESOLUTIONS 16, 17, 18 and 19: AMENDMENT OF OPTION TERMS

On 21 December 2012, ELT sought Shareholder approval for the issue of the following 6 cent options ( Options ) under the Company’s Employee Share Option Plan:

• 700,000 options – Tony McLellan;

• 800,000 options – Corey Nolan;

• 350,000 options – Mark McCauley; and

• 500,000 options – James Calaway.

These 2,350,000 Options constitute 1.0% of the Company’s Shares currently on issue on a fully diluted basis.

The terms of the Options, read with the rules of the Company’s Employee Share Option Plan, stipulate that the Options will lapse 6 months after the holders cease acting as directors or employees of the Company.

As a result of a restructure of the Company’s Board resulting from the proposed merger with Rockwell Minerals Limited ( Rockwell ), Mr McLellan and Mr Calaway will cease as Directors after completion of the Rockwell transaction and Mr McCauley resigned as Director on 6 August 2013. It is understood that should the Rockwell merger be completed, Mr McLellan and Mr Calaway will cease as Directors during October 2014 and that their Options will lapse in April 2014, while Mr McCauley’s Options will lapse in February 2014. These dates may change, but not materially.

Given that the Ceasing Directors are ceasing as Directors only as a result of the Rockwell merger and the appointment to the Board of Mr Calvin Treacy and Mr Richard Seville pursuant thereto and given that the Ceasing Directors were instrumental in bringing the Rockwell opportunity to the Company and have incurred a tax liability in relation to grant of the Options, the Board believes that it is equitable that the 6 month exercise period following their ceasing to act as Directors should be removed and that the Options should run their original term to January 2017.

In order to keep the Option terms consistent, the Board also proposes that the Options granted to Mr Nolan should be likewise amended.

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As at the date of this notice, the Company’s merger with Rockwell is still subject to the original defeating conditions set out in the Company’s Bidder’s Statement dated 7 August 2013.

Pursuant to a Waiver granted by ASX on 5 September 2013 from the application of ASX Listing Rule 6.23.3 (explained below), the Company seeks Shareholder approval to facilitate the amendment of the Options terms so that the exercise period of the Options ends on 20 January 2017, regardless of whether or when the Ceasing Directors cease to act as Directors.

In summary, Resolutions 16, 17, 18 and 19 seek Shareholder approval to extend the expiry dates of the Options that would otherwise expire 6 months after the Directors cease as Directors, so that the Options will expire on their original expiry date of 20 January 2017. The Shareholder approval requirements for each of these Resolutions are set out in paragraph 3 below.

ASX Listing Rule 6.23 – Changes in terms of options

ASX Listing Rule 6.23 sets out certain ASX Listing Rule requirements for any proposed changes to Options. Relevantly, ASX Listing Rule 6.23.3 provides that a change which has the effect of increasing the exercise period of an Option, cannot be made. It is such an extension that is proposed in Resolutions 16-19.

The Company therefore applied for a Waiver from ASX in relation to ASX Listing Rule 6.23.3 ( Waiver ) in order to permit it to implement the proposed amendment to the Options, should Resolutions 16-19 be approved by Shareholders. That Waiver was granted on 5 September 2013. terms.

The terms of the Options, set out in the Company’s notice of meeting dated 21 December 2012, require Shareholder approval for a change to the terms of the Options and pursuant to the Waiver, the Company now seeks that approval.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its Shareholders in general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting, have been met.

A “related party” for the purposes of the Corporations Act is defined widely and includes a director of a public company and former directors of a public company.

A “financial benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to a related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

Resolutions 16, 17, 18 and 19, if passed, will confer financial benefits on each of the Ceasing Directors and Mr Nolan, because it is likely, provided the Rockwell merger completes, that Mr McLellan and Mr Calaway will cease to act as Directors during October 2014 and their Option terms will therefore be extended from April 2014 to 20 January 2017. Mr McCauley, having already resigned on 6 August 2013 but still being a related party under Chapter 2E of the Corporations Act, will have his Option term extended from 6 February 2014 to 20 January 2017. Arguably, no financial benefit is conferred on Mr Nolan in current circumstances, but to avoid any uncertainty, amendment of his Options terms pursuant to Resolution 17 has been included.

The Company therefore seeks Shareholder approval in accordance with the requirements of Chapter 2E of the Corporations Act and for this reason and for all other purposes, the following information is provided to Shareholders:

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1. The related party to whom Resolutions 16-19 will permit the financial benefit to be given

• Resolution 16: Mr McLellan;

• Resolution 17: Mr Nolan;

• Resolution 18: Mr McCauley; and

• Resolution 19: Mr Calaway.

2. The nature of the financial benefit

The financial benefits conferred, are as follows:

• Resolution 16: Mr McLellan – extension of Option term from 14 April 2014 to 20 January 2017;

• Resolution 17: Mr Nolan – Mr Nolan is not resigning as a director, so it is not possible to accurately define what financial benefit, if any, he is receiving. However, for the purposes of this notice, the date applying in relation to Mr McLellan and Mr Calaway has been assumed;

• Resolution 18: Mr McCauley - extension of Option term from 18 February 2014 to 20 January 2017; and

• Resolution 19: Mr Calaway - extension of Option term from 14 April 2014 to 20 January 2017.

3. Directors’ recommendations

Resolution 16 : Mr McLellan - The Directors, with the exception of Mr McLellan (who abstains because of his personal interest in this Resolution), recommend that Shareholders vote in favour of Resolution 16, because they consider that extension of the Option term as proposed is equitable, given Mr McLellan’s role in bringing the Rockwell transaction to the Company and the tax liability he has incurred in relation to his Options.

Resolution 17 : Mr Nolan - The Directors, with the exception of Mr Nolan (who abstains because of his personal interest in this Resolution), recommend that Shareholders vote in favour of Resolution 17, because they consider that extension of the Option term, if Mr Nolan does not remain as a Director until the end of their original term, will be equitable, given Mr Nolan’s contribution to the Company and his role in bringing the Rockwell transaction to the Company and the tax liability he has incurred in relation to the Options.

Resolution 18 : Mr McCauley - The Directors recommend that Shareholders vote in favour of Resolution 18, because they consider that extension of the Option term as proposed is equitable, given Mr McCauley’s role in bringing the Rockwell transaction to the Company and the tax liability he has incurred in relation to the Options.

Resolution 19 : Mr Calaway - The Directors, with the exception of Mr Calaway (who abstains because of his personal interest in this Resolution), recommend that Shareholders vote in favour of Resolution 19, because they consider that extension of the Option term as proposed is equitable, given Mr Calaway’s role in bringing the Rockwell transaction to the Company and the tax liability he has incurred in relation to the Options.

The Directors have also taken into account the fact that the Directors and Mr McCauley have, since November 2012, foregone any cash consideration from the Company for their services provided to the Company, having taken Shares in lieu of cash in order to conserve the Company’s cash.

4. Recipients’ interest and other remuneration

Mr McLellan has a material personal interest in the outcome of Resolution 16, Mr Nolan has a material personal interest in the outcome of Resolution 17, Mr McCauley has a material personal interest in the outcome of Resolution 18 and Mr Calaway has a material personal interest in the outcome of Resolution 19, as it is proposed that the terms of their respective

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Options will be extended. Excluding the financial benefits proposed to be conferred by Resolutions 16-19, the Ceasing Directors and Mr Nolan hold the following securities in the Company and received the following remuneration in the period between 1 July 2012 and 6 September 2013:

Director	Shares ($)	Options ($)	Cash remuneration 1 July 2012 to 6 September 2013($)
Mr McLellan	93,585	2,274	81,391
Mr Nolan	‐	2,599	277,621
Mr McCauley	21,459	1,137	26,501
Mr Calaway	33,333	1,624	13,333
TOTAL	148,377	7,634	398,846

5. Valuation

The Directors commissioned Harris Black Chartered Accountants and Advisors to provide a valuation of the financial benefits conferred by Resolutions 16-19 and that valuation is set out below:

Option Valuation – proposed extension of expiry dates

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Option Valuation – current estimated expiry dates

==> picture [471 x 97] intentionally omitted <==

Option Valuation –Proposed Expiry Date

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Harris Black Disclaimer:

The above tables have been prepared from information provided by the directors of Elementos Limited and from other publically available information. Whilst Harris Black Chartered Accountants and Advisors has taken proper care in assessing the completeness and accuracy of the information provided to it, it has not conducted an audit of the information or of the business. Harris Black Chartered Accountants and Advisors’ report therefore should not be construed as an auditor’s opinion. Harris Black Chartered Accountants and Advisors do not hold an Australian Financial Services Licence. This report is not intended to influence a person in making a decision in relation to a particular financial product.

6. Any other information that is reasonably required by Shareholders to make a decision and that is known to the Company or any of its Directors

There is no other information known to the Company or any of its Directors concerning Resolutions 16-19, save and except as follows:

(i) Opportunity Costs – Dilutionary Effect

The opportunity costs and benefits foregone by the Company in permitting the extension of the terms of the Options of the Ceasing Directors and Mr Nolan, is the potential dilutionary impact if the Options are exercised after the date they would, but for the amendment to their terms pursuant to Resolutions 16-19, have lapsed. This impact will only occur if the Rockwell merger completes. Accordingly, the table below assumes the Company has issued the all the Shares required as consideration to complete the Rockwell Merger:

Pre-Rockwell Merger	Pre-Rockwell Merger			Post Rockwell Merger	Post Rockwell Merger
	Interest in the Company’s Shares	% of Total Share Capital	Interest in the Company’s Shares	% of Total Share Capital	Interest in the Company’s Shares upon exercise of the Options	% of Total Share Capital upon Exercise of the Options
Mr McLellan	4,847,554	2.57%	4,847,554	1.04%	5,547,554	1.18%
Mr Nolan	264,215	0.14%	264,215	0.06%	1,064,215	0.23%
Mr McCauley	1,251,205	0.66%	1,251,205	0.27%	1,601,205	0.34%
Mr Calaway	44,603,837	23.65%	44,603,837	9.57%	45,103,837	9.63%
Other Shareholders	137,671,935	72.98%	415,151,956	89.07%	415,151,956	88.62%

1. The total stated in this table assumes that none of all options currently on issue are exercised and no further securities are issued other than the 277,480,021 Shares to be issued as consideration to shareholders of Rockwell upon completion of the Company’s merger with Rockwell.

2. The dilutionary impact of Resolutions 16-19 is therefore that current Shareholders are diluted by 1%.

(ii) Taxation Consequences

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No stamp duty or GST will be payable in respect of the amendment of the terms of the Options.

AASB 2 “Share Based Payments” requires that these payments shall be measured at the more readily determinable fair value of the equity instrument. Under the accounting standards, this amount will be expensed in the statement of financial performance. Where the grant date and the vesting date are different, the total expenditure calculated will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management’s assumptions about probabilities of payments and compliance with and attainment of the set out terms and conditions.

The Company has already fully expensed the Options in its accounts.

RESOLUTION 20 - AMENDMENT OF OPTION TERMS – LINDA SCOTT

On 21 December 2012, the Company issued Linda Scott, Chief Financial Officer and joint company secretary, with 200,000 options ( Scott Options ) pursuant to its Employee Share Option Plan on substantially the same terms as the Options, including the requirement that Shareholders approve any change to the terms of the Scott Options.

The terms of the Scott Options, read with the rules of the Company’s Employee Share Option Plan, stipulate that the Scott Options will lapse 6 months after the holder ceases acting as an employee of the Company.

To keep all the terms of the nearly contemporaneously executed Options and Scott Options consistent, Resolution 20 seeks Shareholder approval, pursuant to the Waiver, to facilitate the amendment of the Scott Options terms so that the exercise period of the Scott Options ends on 20 January 2017, regardless of whether or when Ms Scott ceases to act as an employee or officer of the Company.

Ms Scott is not a related party of the Company and as a result, Resolution 20 is not subject to the provisions of Chapter 2E of the Corporations Act. However, Resolution 20 is subject to ASX Listing Rule 6.23.3 and for this reason, Resolution 20, as with Resolutions, is put to Shareholders pursuant to the Waiver.

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GLOSSARY

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

Aberfoyle	means Aberfoyle Limited a previous operator of the Cleveland Project
Announcement Date	The date the Takeover Offer was announced, being 6 June 2013.
ASIC	The Australian Securities and Investments Commission.
Associate	Has the meaning given in Division 2 of Part 1.2 of the Corporations Act.
ASX	ASX Limited ACN 008 624 691 or the financial market known as the Australian Securities Exchange operated by ASX Limited, as the context requires.
Board	The board of directors of the Company
Bidder’s Statement	The bidder’s statement sent by Elementos to Rockwell Shareholders in respect of the Takeover Offer.
Business Day	A day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in Queensland.
Ceasing Directors	Mr McLellan , Mr Calaway and Mr McCauley.
Cleveland Project	Rockwell’s current and potential interest in: (a) Exploration Licence 7/2005 – currently entitled to 50% with an option to acquire 100%; (b) Exploration Licence 9/2006 – currently entitled to 100%; and (c) Exploration Licence 15/2011 – currently entitled to 100%.
Company or Elementos	Elementos Limited ACN 138 468 756
Corporations Act	Corporations Act 2001 (Cth)
Director	A director of the Company
Elementos Board or Board	The board of directors of Elementos.

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Elementos Option	An option to acquire an Elementos Share.
Elementos Share or Share	A fully paid ordinary share in Elementos.
EPM	Exploration Permit for Minerals.
General Meeting or General Meeting or Meeting	The General Meeting of the Company convened by the Notice of Extraordinary Meeting.
Ineligible Foreign Shareholder	Any Rockwell Shareholder whose address, as entered in the register of members of Rockwell, is outside of Australia (and its external Territories) and New Zealand but does not include any Rockwell Shareholder that may appoint an agent in Australia or New Zealand to receive and accept the Takeover Offer on their behalf. Also, a person will not be an Ineligible Foreign Shareholder if Elementos is satisfied, acting reasonably, that the laws of the country of residence of that Rockwell Shareholder (as shown in the Rockwell Share register) permit the issue and allotment of Elementos Shares either unconditionally or after compliance with conditions which Elementos in its sole discretion regards as acceptable.
Listing Rules	The listing rules of ASX, as amended from time to time.
Merged Group	Elementos following the acquisition of all Rockwell Shares under the Takeover Offer.
Merged Group Board	The board of the Merged Group, made up of Corey Nolan and the Proposed New Directors.
Notice of Meeting	The notice of General Meeting accompanying this Explanatory Statement
Official Quotation	Official quotation on ASX.
Proposed New Directors	Mr Calvin Treacy and Mr Richard Seville and a Proposed New Director means any one of them as the context requires.
Proxy Form	The proxy form accompanying this Notice of General Meeting.
Public Authority	Any government or any governmental, semi governmental, administrative, statutory or judicial entity or authority, or any minister, department, office or delegate of any government, whether in Australia or elsewhere. It also includes any self regulatory organisation established under statute and any stock exchange.

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Relevant Interest	Has the meaning given in section 9 of the Corporations Act.
Resolution	A resolution set out in this Notice of General Meeting.
Rights	All accretions to and rights attaching to the relevant Rockwell Shares at or after the date of this Notice of General Meeting (including, but not limited to, all dividends and all rights to receive dividends and to receive or subscribe for Shares, stock units, notes or options declared, paid, or issued by Rockwell).
Rockwell	Rockwell Minerals Limited ACN 149 804 062.
Rockwell Board	The board of directors of Rockwell.
Rockwell Director	A director of Rockwell.
Rockwell Option	An option to acquire a Rockwell Share.
Rockwell Share	A fully paid ordinary share in Rockwell.
Rockwell Shareholder	A holder of Rockwell Shares.
Share	A fully paid ordinary share in the capital of the Company.
Shareholder	A shareholder of the Company
Subsidiary	A subsidiary within the meaning given to that term in section 9 of the Corporations Act.
Takeover	Elementos’ takeover bid for Rockwell by making the Takeover Offer.
Takeover Offer	The off market conditional offer made by Elementos to acquire 100% of the Rockwell Shares on the terms set out in the Bidder’s Statement.
Takeover Offer Period	The period during which the Takeover Offer by Elementos to acquire Rockwell Shares remains open.
Target’s Statement	The target’s statement sent by Rockwell to Rockwell Shareholders in respect of the Takeover Offer.
$/cents	The lawful currency of Australia.
Waiver	The waiver the Company has sought and obtained from ASX from the application of ASX Listing Rule 6.23.3, for the purposes of Resolutions 16-20.

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Annexure A – Summary of Terms of Director Fee Sacrifice Plan

General

The purpose of the Plan is to pay Directors of the Company shares in lieu of all or part of their fees or executive remuneration and to prescribe the terms and conditions that govern such payment.

Eligible Participants

Both Executive and Non-executive Directors who receive a written invitation from the Company to participate in the Plan.

Acceptance

A Director may only accept the Invitation to participate in the Plan by returning to the Company a duly completed and signed acceptance form

Shares to be issued under the Plan

By accepting the invitation to participate in the Plan, each Director acknowledges and agrees that the entire amount of their fee specified in the invitation (excluding all liabilities relating to employment of the director including superannuation, PAYG and payroll tax), will be issued in Shares and that they will not receive that part of their fee or executive remuneration in the form of cash or otherwise.

Term

Directors will be bound by the Plan until the earlier of the following to occur:

• (i) the Plan is suspended or terminated by the Board;

• (ii) a Director provides 30 days written notice to the Company that the Director no longer wishes to participate in the Plan; or

• (iii) if a Director stops being a Director of the Company

Rights in respect of Shares

Shares acquired as a result of this Plan will upon allotment rank pari passu in all respects with other Shares.

Administration

The Plan is administered by the Board, which has discretion to determine appropriate procedures for its administration.

Plan Costs

Any brokerage, commission, stamp duty or other transaction costs incurred in connection with any issue or purchase of Shares under the Plan will be taken into account for the purpose of working out the number of Shares to be acquired by a Director under the Plan, unless the Board decides otherwise.

Any brokerage, commission, stamp duty or other transaction costs in connection with the disposal of a Director’s Shares acquired under the Plan will be paid for by the Director, unless the Board decides otherwise.

Listing Rules

The terms and conditions of the Plan must at all times comply with the Listing Rules. If there is any inconsistency between the terms and conditions of the Plan and the Listing Rules then the Listing Rules will prevail.

Termination

The Plan may be terminated or suspended at any time by resolution of the Directors without notice to the Participants. The suspension or termination will not affect any existing issue of Shares already made under the Plan and the terms of the Plan will continue to apply to such issued Shares.

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All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia  By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 5:00pm AEST on Friday, 4 October 2013.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate 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.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting 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 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 should 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 should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 5:00pm AEST on Friday, 4 October 2013. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark 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 securities are to be voted on any item by inserting the percentage or number that 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 for all your securities your vote on that item will be invalid.

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 have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

• By Fax + 61 2 9290 9655

• By Mail Boardroom Pty Limited

• GPO Box 3993, Sydney NSW 2001 Australia

• In Person Level 7, 207 Kent Street,

• Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Elementos Limited ACN 138 468 756

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 in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

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

Appoint the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

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 General Meeting of the Company to be held at the Hemming+Hart Lawyers, Level 5, 307 Queen St, Brisbane on Tuesday, 8 October 2013 at 10:00am AEST 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 you do not wish to direct the Chairman as your proxy to vote, please place a mark in this box. By marking this box you acknowledge that the Chairman may exercise your proxy even if he or she has an interest in the outcome of the resolution, and that votes cast by him or her, other than as proxy holder, would 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 will not cast your votes on a resolution and your votes will not be counted in calculating the required majority if a poll is called on a resolution.

The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

	STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculatingthe required majorityif apoll is called.

			FOR	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN		FOR	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN
Res 1 Change in scale of activities of Elementos								Res 11	Ratification of Issue of Shares By Way Of
									Executive Salary Sacrifice on 8/2/13
Res 2 Election of Mr Calvin Treacy								Res 12	Ratification of Issue of Shares By Way Of
									Executive Salary Sacrifice on 18/4/13
Res 3 Election of Mr Richard Seville								Res 13	Ratification of Issue of Shares By Way
									Of Executive Salary Sacrifice on 18/7/13
Res 4 Director Participation In The Director Fee								Res 14	Ratification of Issue of Shares By Way Of
And Remuneration Sacrifice Plan									Private Placement on 7/8/13
Res 5 Approval For Mr A. Anthony McLellan To								Res 15	Ratification of Issue of Shares By Way Of
Acquire Shares Under Director Fee &									Private Placement on 7/8/13
Remuneration Sacrifice Plan
Res 6 Approval For Mr Corey Nolan To Acquire								Res 16	Amendment Of Option Terms – A.
Shares Under Director Fee & Remuneration									Anthony McLellan
Sacrifice Plan
Res 7 Approval For Mr James Calaway To Acquire								Res 17	Amendment Of Option Terms – Corey
Shares Under Director Fee & Remuneration									Nolan
Sacrifice Plan
Res 8 Approval For Mr Calvin Treacy To Acquire								Res 18	Amendment Of Option Terms – Mark
Shares Under Director Fee & Remuneration									McCauley
Sacrifice Plan
Res 9 Approval For Mr Richard Seville To Acquire								Res 19	Amendment Of Option Terms –James
Shares Under Director Fee & Remuneration									Calaway
Sacrifice Plan
Res 10 Ratification of Issue of Shares By Way Of								Res 20	Amendment Of Option Terms – Linda
Executive Salary Sacrifice on 22/11/12									Scott
STEP 3	SIGNATURE OF SHAREHOLDERS
	This form must be signed to enable your	directions to			be implemented.

Individual or Securityholder 1 Sole Director and Sole Company Secretary

Securityholder 2 Director

Securityholder 3

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2013