ELEMENTOS LIMITED — Capital/Financing Update 2011

Feb 8, 2011

9 February 2011

RIGHTS ISSUE – SUPPLEMENTARY PROSPECTUS

Attached is the Non-renounceable Rights Issue Supplementary Prospectus, which has been lodged with ASIC today.

For more information, please contact:

Corey Nolan Managing Director Phone: +61 (7) 3871 3985 Email: admin@elementos.com.au

Elementos is an Australian, ASX-listed, exploration company, with a number of projects in Argentina and Australia, which offer an attractive investment environment. The properties are all in mineral rich, highly prospective provinces, with developed infrastructure nearby. Please visit us at www.elementos.com.au

Elementos Limited ACN 138 468 756 Supplementary Prospectus - Non-Renounceable Rights Issue

This supplementary prospectus, prepared by Elementos Limited ACN 138 468 756 (Elementos or Company), is dated 9 February 2011 (Supplementary Prospectus) and was lodged with ASIC on the same date. This Supplementary Prospectus supplements the prospectus issued by Elementos on 28 January 2011 relating to the non-renounceable rights issue of 1 New Share for every 4.48 Shares held by Eligible Shareholders at an issue price of 26 cents per New Share to raise approximately \$3,610,000 (Prospectus). It is intended to be read in conjunction with the Prospectus.

ASIC takes no responsibility for the contents of this Supplementary Prospectus. Capitalised terms used in this Supplementary Prospectus have the same meaning as capitalised terms defined in the Prospectus, unless indicated otherwise. References to Sections are sections in the Prospectus unless otherwise stated.

This Supplementary Prospectus will be issued in both hard copy and electronic versions. The electronic version of this Supplementary Prospectus and Prospectus may be viewed online at www.elementos.com.au

The information below is intended to supplement and amend the information presently contained in the Prospectus. Pursuant to section 719(4) of the Corporations Act the information set out below is taken to be included in the Prospectus.

Changes to the Prospectus

The following Sections of the Prospectus are affected:

1 - Mr James D Calaway's Interests

The following footnote is inserted below the table at Section 2.9:

*Mr Calaway indirectly holds Shares in the Company through the entities Andes Investors LLC and Lithium Investors LLC. Mr Calaway exercises control of both of these entities. Appendix B sets out further details regarding the effect of the Offer on control of the Company and the voting power of the top Shareholders.

$2$ - Section 4.1

The following paragraph is deleted from Section 4.1:

Elementos' projects are located in highly prospective geological locations, with developed infrastructure located nearby and an attractive investment environment.

3 - Shares on issue clarified

Section 5.3 - After row 2 of the table at Section 5.3 a new row 3 is inserted stating:

Shares on issue as at 28 January 2011 - 62,200,001 Shares

4 - Announcements table updated

Appendix $A -$ Amendment to table. A new row 1 to that table is inserted stating:

5/02/2011	Becoming a substantial holder - Amendment

5 - Effects of Offer on Control

A new Appendix B to the Prospectus is inserted as set out below:

Appendix B - Effects of Offer on Control

Table 1 shows the effect of various scenarios based on varying degrees of Shareholder participation in the Offer and their effect on Mr Calaway's indirect interests in securities of and voting power, in the Company.

• Table 1 sets out the effect of the Offer on the control of the Company by entities controlled by Mr Calaway (Calaway Entities), namely Andes Investors LLC and Lithium Investors LLC.
• Column 3 of Table 1 includes the change of voting power upon the entities controlled by the Directors (namely Mr Stuart and Mr Nolan) as set out in Section 2.9, on the exercise of their respective Entitlements.
• Table 1 relies on the member register details as at 27 January 2011 and includes the placement of 5,800,000 Shares to Belmont Park Investments Pty Ltd and Panorama Ridge Pty Ltd as disclosed in Section 5 of the Prospectus.

Scenario	Shareholding
	Calaway% voting power at completion of Offer	Director entities (other than the Calaway Entities) voting power at completion of Offer.	Others % voting power аt completion of Offer
Calaway Entities subscribe for their full Entitlements. Other Shareholders collectively take up 100% of all their Entitlements.	15.13%	3.07%	81.80%
Calaway Entities subscribe for their full Entitlements. Other Shareholders collectively take up 50% of all their Entitlements.	16.29%	3.30%	80.41%
Calaway Entities $\bullet$ subscribe for their full Entitlements; Other Shareholders collectively take up 0% of all their Entitlements.	17.63%	3.58%	78.79%

It is possible that the Calaway Entities may increase their voting power in and control over the Company up to a maximum of 17.63% at completion of the Offer where only the Calaway Entities take up their Entitlements under the Offer. However, the Directors believe that the Offer will be attractive to Shareholders.

Change in Voting Power of top 10 shareholders - pre and post Offer

Table 2 sets out the dilutionary effect and change in voting power of the top 10 Shareholders, including the Calaway Entities.

Table 2 sets out two scenarios:

THIS SUPPLEMENTARY PROSPECTUS DATED 9 FEBRUARY 2011 RELATING TO A RIGHTS ISSUE OF SHARES BY ELEMENTOS LIMITED IS TO BE READ WITH THE PROSPECTUS DATED 28 JANUARY 2011

• 100% entitlements being accepted by all Shareholders and includes placement of $\bullet$ 5,800,000 Shares to Belmont Park Investments Pty Ltd and Panorama Ridge Pty Ltd; and
• 50% of entitlement being accepted by all Shareholders (including 100% $\bullet$ acceptance by top 10 shareholders) and includes placement of 5,800,000 Shares to Belmont Park Investments Pty Ltd and Panorama Ridge Pty Ltd.

		TABLE 2 - Change in Voting Power of top 10 shareholders - pre and post
Offer

Holder Name	Shares as at 27 January 2011 (62, 200, 0) 01 Shares on issues)	Voting Power as at 27 January 2011	Balance assuming 100% take up on completion of Offer (81, 883, 930) Shares on issue )	Voting power	Balance assuming 50% take up of Offer and 100% take up by top 10 shareholders (74, 941, 965) Shares on	Voting power
Andes Investors					issue)
LLC	8,100,000	13.02%	9,908,036	12.10%	9,908,035	13.22%
JP Morgan Nominees Australia Limited <cash income<="" td="">
A/C	2,887,053	4.64%	3,531,484	4.31%	3,531,484	4.71%
Mr Ian Lindsay Campbell	2,061,790	3.32%	2,522,010	3.08%	2,522,010	3.36%
Lithium Investors LLC	2,029,256	3.26%	2,482,214	3.03%	2,482,214	3.31%
Hinton Family Holdings Pty Ltd	1,562,227	2.51%	1,910,938	2.33%	1,910,938	2.54%
Mr Denis Grenville Hinton & Mrs Roslyn Susanna Hinton <hinton familySuper A/C>	1,287,953	2.07%	1,575,442	1.92%	1,575,442	2.10%
Richard Seville & Associates Pty Ltd <the seville<="" td="">
Super Fund A/C>	1,193,177	1.92%	1,459,511	1.78%	1,459,511	1.94%
Fairground Pty Ltd	1,115,162	1.79%	1,364,082	1.66%	1,364,082	1.82%
Mr Richard Geoffrey Austin & Mrs Pamela Margaret Austin <austin super<="" td="">
Fund A/C> Orocobre Limited	1,000,000 1,000,000	1.61% 1.61%	1,223,214	1.49% 1.49%	1,223,214	1.63%
Thosnunn Pty Ltd <super fundA/C	1,000,000	1.61%	1,223,214 1,223,214	1,49%	1,223,214 1.223.214	1.63% 1.63%

THIS SUPPLEMENTARY PROSPECTUS DATED 9 FEBRUARY 2011 RELATING TO A RIGHTS ISSUE OF SHARES BY ELEMENTOS LIMITED IS TO BE READ WITH THE PROSPECTUS DATED 28 JANUARY 2011

Consents

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with the ASIC.

Signed on behalf of Elementos Limited by Neil Francis Stuart

Dated 9 February 2011