ELEMENTOS LIMITED — Regulatory Filings 2012

Oct 15, 2012

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Elementos Limited
ACN/ARSN	138 468 756
1. Details of substantial holder(1)
Name	Andes Investors LLC, Lithium Investors LLC and James D Calaway
ACN/ARSN (if applicable)	N/A (USA based entities)
There was a change in the interests of the substantial holder on	12/10/12
The previous notice was given to the company on	03/02/11
The previous notice was dated	03/02/11

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	10,129,256	16.28%	41,869,262	28.23%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
03/03/11	Andes Investors LLC	Shares acquired pursuant to 2011 non-renounceable entitlement offer (comprised of Andes Investors LLC's entitlement under the offer)	\$470,090	1,808,035 fully paid ordinary shares	1,808,035
12/10/12	Andes Investors LLC	Shares acquired pursuant to 2012 non-renounceable entitlement offer (comprised of Andes Investors LLC's entitlement under the offer and its priority sub-underwriting commitment as disclosed in the Prospectus dated 28 August 2012)	\$1,047,619	29,931,971 fully paid ordinary shares	29,931,971

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Andes Investors LLC	Andes Investors LLC	Andes Investors LLC	Andes Investors LLC is the registered holder of the shares and James D Calaway is the managing member	39,840,006 fully paid ordinary shares	39,840,006
Lithium Investors LLC	Lithium Investors LLC	Lithium Investors LLC	Lithium Investors LLC is the registered holder of the shares and James D Calaway is the president of Lithium Investors LLC	2,029,256 fully paid ordinary shares	2,029,256

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Andes Investors LLC	C/- Hardy Bowen Lawyers Attn: Mr Michael Bowen PO Box 1364 WEST PERTH WA 6872
Lithium Investors LLC	C/- Hardy Bowen Lawyers Attn: Mr Michael Bowen PO Box 1364 WEST PERTH WA 6872
James D Calaway	C/- Hardy Bowen Lawyers Attn: Mr Michael Bowen PO Box 1364 WEST PERTH WA 6872

Signature

print name	James D Calaway	capacity Managing member, Andes Investors LL
sign here		date 10 / 12 / 12
	DIRECTIONS	the second control of the second control of the second control of the second control of the second control of

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details o any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired ha $(7)$ or may, become entitied to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write "unknown $(8)$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$