ELEMENTOS LIMITED — Regulatory Filings 2012

Aug 27, 2012

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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
$\mathbf{2}$	Number of + securities issued or to be issued (if known) or maximum number which may be issued	65,906,821 Ordinary Shares 32,953,410 Options to acquire Ordinary Shares
3	Principal terms of the + securities (eg, if options, exercise price and expiry date; if partly paid $^+$ securities. the amount outstanding and due dates for if + convertible payment; securities, the conversion price and dates for conversion)	On issue, the Ordinary Shares will rank equally in all respects with existing quoted Ordinary Shares The Options to acquire Ordinary Shares will 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 the participate for 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 interest OT	Yes, following quotation
	payment
5	Issue price or consideration	\$0.035 per Ordinary Share Options to acquire Ordinary Shares will be issued for nil consideration
6	Purpose of the issue (If issued as consideration for the clearly acquisition of assets, identify those assets)	be principally used for: geophysics and during 2012; and	The funds raised from the rights issue will drilling at the Tamaya copper project in Chile meeting the costs of the rights issue.
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	9 October 2012 (proposed)
		Number	+ Class
8	and + class of Number all quoted on ASX	148,290,347	Ordinary Shares
	+ securities (including the securities in clause 2 if applicable)	32,953,410	Options to acquire Ordinary Shares exercisable at \$0.06 expiring on 9 April 2014

$\widetilde{\alpha}$

⁺ See chapter 19 for defined terms.

Number	+ Class
4,500,000	Options exercisable at \$0.25 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 $10$ trust, distribution policy) on th increased capital (interests)

a	_________ and the control of the control of the and the contract of the contract of the contract of the contract of the contract of the contract of the contract of
ıe

Part 2 - Bonus issue or pro rata issue

11	holder approval security Is. required?	N o
$12 \overline{ }$	Is the issue renounceable or non- Non-renounceable renounceable?
13	Ratio in which the + securities will be offered	4 New Shares for every 5 Shares held, with one free New Option for every two New Shares subscribed for
14	+ Class of + securities to which the Ordinary Shares offer relates
15	determine + Record date to entitlements	6 September 2012

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

16	different Will holdings on registers (or subregisters) be aggregated for calculating entitlements?	N o
17	Policy for deciding entitlements in relation to fractions	Shares Fractional entitlements New to rounded to nearest whole number. The entitlement to New Options will be based on one free New Option for every two New Shares subscribed for.
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.	Cayman Islands Hong Kong Argentina Canada Philippines Great Britain Chile Singapore China
19	Closing date for of receipt acceptances or renunciations	28 September 2012
20	Names of any underwriters	Patersons Securities Limited (Underwriter) Andes Investors LLC (Sub-underwriter)
21	Amount of any underwriting fee or commission	Underwriter $-$ 4.5% underwriting fee and 1.5% management fee Sub-underwriter $-3\%$ of priority sub- underwriting commitment (payable by the Underwriter)
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders	N/A

⁺ See chapter 19 for defined terms.

• If the issue is contingent on
  "security holders' approval, the $25$ 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 $N/A$ applicable)
• Date rights trading will end (if $\sqrt{\frac{N}{A}}$ 29 applicable)
• How do ⁺security holders sell $30$ their entitlements in full through a broker?
• How do ⁺security holders sell $3¹$ part of their entitlements through a broker and accept for the balance?
• How do *security holders dispose $3²$ of their entitlements (except by sale through a broker)?

⁺Despatch date $33$

$N/A$

10 September 2012

23 August 2012

$N/A$

$N/A$

$N/A$

9 October 2012

• See chapter 19 for defined terms.

Part 3 - Quotation of securities

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

36

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

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

37

A copy of any trust deed for the additional +securities

⁺ See chapter 19 for defined terms.

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 $\mathbf{a}$
• the extent to which they $\overline{\phantom{a}}$ 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 $\alpha$ interest payment
• Reason for request for quotation $41$ $now$

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

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

Number	+Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• ⁺Ouotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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 $\bullet$ *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 $\overline{\mathbf{3}}$ 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.

SKOLOCH

Date: 28 August 2012

Sign here:

Company Secretary (Joint)

Print name:

Linda Scott

Appendix 3B Page 8

⁺ See chapter 19 for defined terms.