ELEMENTOS LIMITED — Regulatory Filings 2012

Oct 8, 2012

9 October 2012

ALLOTMENT AND ISSUE OF NEW SHARES AND NEW OPTIONS UNDER NON-RENOUNCEABLE ENTITLEMENT OFFER – APPENDIX 3B

Elementos Limited (ASX: ELT) ("Elementos" or the "Company") is pleased to advise that it has completed the allotment and issue of 35,974,850 new shares (New Shares) and 17,987,465 new options (New Options) under its pro-rata, non-renounceable entitlement offer (Offer). Holding statements for these New Shares and New Options were dispatched today. Attached is an Appendix 3B following the completion of the allotment and issue of the 35,974,850 New Shares and 17,987,465 New Options.

The Company anticipates allotting and issuing the remaining 29,931,971 New Shares and approximately 14,965,986 New Options (please note that the number of New Options may change slightly due to rounding during allotment) to Andes Investors LLC (representing its entitlement under the Offer and its priority sub-underwriting commitment) later this week. Following the allotment and issue of these remaining New Shares and New Options to Andes Investors LLC, the Company will release a further Appendix 3B.

For more information, please contact:

Corey Nolan

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

Elementos is an Australian, ASX-listed, copper and gold exploration company, with projects in Chile, Argentina and Australia. The properties are all in mineral rich, highly prospective provinces, with developed infrastructure nearby. Please visit us at: www.elementos.com.au

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

ELEMENTOS LIMITED

ABN

49 138 468 756

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$	+ Class of + securities issued or to be issued	Ordinary Shares Options to acquire Ordinary Shares
$\mathbf{z}$	Number of *securities issued or to be issued (if known) or maximum number which may be issued	35,974,850 Ordinary Shares 17,987,465 Options to acquire Ordinary Shares
3	Principal terms of the (eg, if options, *securities exercise price and expiry date; if partly paid + securities, the amount outstanding and due if fог dates payment; +convertible securities, the conversion price and dates for conversion)	The Ordinary Shares rank equally in all respects with existing quoted Ordinary Shares The Options to acquire Ordinary Shares have an exercise price of \$0.06 and an expiry date of 9 April 2014

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the date of allotment with an existing +class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they for the participate next dividend, (in the case of a distribution) trust, Or interest payment the extent to which they do not rank equally, other than relation to the in next distribution dividend, or interest payment	Yes
5	Issue price or consideration	\$0.035 per Ordinary Share Options to acquire Ordinary Shares issued for nil consideration
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The funds raised from the rights issue will be principally used for: geophysics and drilling at the Tamaya copper project in Chile during 2012; and meeting the costs of the rights issue.
6a	Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i	No
6b	The date the security holder resolution under rule 7.1A was passed	N/A
6с	Number of + securities issued without security holder approval under rule 7.1	N/A

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

• Number of *securities issued $\sqrt{\text{N/A}}$ 6d with security holder approval under rule 7.1A
• Number of ⁺securities issued $N/A$ 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• $6f$ Number of securities issued under an exception in rule 7.2
• $6g$ If securities issued under rule $N/A$ 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the
  issue date and both values. Include the source of the VWAP calculation.
• If securities were issued under | $6_h$ 7.1A for non-cash rule consideration, state date on valuation of which consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining $N/A$ issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• Dates of entering ⁺securities $\overline{7}$ into uncertificated holdings or despatch of certificates
• 8 Number and ⁺class of al *securities quoted on ASX (including the securities in section 2 if applicable)

Number	+ Class
118,358,376	Ordinary Shares
17,987,465	Options to acquire Ordinary Shares exercisable at \$0.06 expiring on 9 April

$N/A$

$N/A$

9 October 2012

• See chapter 19 for defined terms.

		Number	+ Class
$\mathbf Q$	Number and + class of all *securities not quoted on ASX (including the securities in section 2 if applicable)	4,500,000	Options exercisable at \$0.233 expiring 23 October 2015
		1,500,000	Options exercisable at \$0.30 expiring 23 December 2013
		1,200,000	Options exercisable at \$0.25 expiring 7 September 2015
		500,000	Options exercisable at \$0.233 expiring $7$ September 2015
		1,000,000	Options exercisable at \$0.333 expiring 18 January 2017

Dividend policy (in the case of a
trust, distribution policy) on the $10\,$ increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the + securities will be offered
14	+ Class of + securities to which the offer relates
15	+ Record date to determine entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

01/08/2012

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

Policy for deciding entitlements $17\overline{ }$ in relation to fractions $18$ Names of countries in which the entity has ⁺security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. Closing date for receipt of $1Q$ acceptances or renunciations Names of any underwriters $20$ Amount of any underwriting fee $21$ or commission Names of any brokers to the $22$ issue Fee or commission payable to the $23$ broker to the issue Amount of any handling fee $24$ payable to brokers who lodge acceptances or renunciations on behalf of ⁺security holders If the issue is contingent on $25$ *security holders' approval, the date of the meeting Date entitlement and acceptance $26$ form and prospectus or Product Disclosure Statement will be sent to persons entitled If the entity has issued options, $27$ and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders $28$ Date rights trading will begin (if

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

	applicable)
29	Date rights trading will end (if applicable)
30	How do + security holders sell their entitlements in full through a broker?
31	How do + security holders sell of their entitlements part through a broker and accept for the balance?
32	How do + security holders dispose of their entitlements (except by sale through a broker)?
33	+ Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

Type of securities 34 (tick one)

$(a)$

$(b)$

Securities described in Part 1

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

If the 'securities are 'equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

Appendix 3B Page 6

01/08/2012

⁺ See chapter 19 for defined terms.

$3⁶$ If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000 100,001 and over A copy of any trust deed for the additional ⁺securities 37 Entities that have ticked box 34(b) $38$ Number of securities for which ⁺quotation is sought Class of ⁺securities for which 39 quotation is sought Do the ⁺securities rank equally in 40 all respects from the date of allotment with an existing ⁺class of quoted ⁺securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution $\overline{or}$ interest payment Reason for request for quotation 41 $\overline{now}$ Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number ⁺Class

⁺ See chapter 19 for defined terms.

42	Number and + class of all + securities quoted on ASX (including the securities in clause 38)

Appendix 3B Page 8

$\hat{\mathbf{z}}$

⁺ See chapter 19 for defined terms.

Quotation agreement

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX $\overline{1}$ may quote the 'securities on any conditions it decides.
• We warrant the following to ASX. $\overline{a}$
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted +quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

KRott Company Secretary (Joint)

Date: 9 October 2012

Print name:

Linda Scott

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01/08/2012

Appendix 3B Page 9

⁺ See chapter 19 for defined terms.