Prospectus

Elementos Limited ACN 138 468 756 (Company)

Rights Issue Offer to Eligible Shareholders

A non-renounceable rights issue to Eligible Shareholders of 1 New Share (Rights Issue Share) for every 4 Shares held at an issue price of \$0.006 per New Share to raise up to approximately \$1,423,947 (subject to application of the debt conversion facility) with 1 attaching New Option for every 1 Rights Issue Share allotted. Each New Option is exercisable at \$0.006 per Share and expires on 30 June 2018. (Rights Issue Offer)

Additional Offer to Eligible Shareholders

An offer to Eligible Shareholders to acquire any Rights Issue Shares forming part of the Shortfall from the Rights Issue at an issue price of \$0.006 per New Share, with 1 attaching New Option for every 1 Rights Issue Share allotted. Each New Option is exercisable at \$0.006 per Share and expires on 30 June 2018. (Additional Offer)

Shortfall Offer to Investors

An offer to Investors to acquire any Rights Issue Shares forming part of the Shortfall from the Rights Issue at an issue price of \$0.006 per New Share, with 1 attaching New Option for every 1 Rights Issue Share allotted. Each New Option is exercisable at \$0.006 per Share and expires on 30 June 2018. (Shortfall Offer)

Placement Option Offer to Placement Recipients

An offer of 100,000,000 New Options exercisable at \$0.006 each and expiring on 30 June 2018 (Placement Options) to the Placement Recipients (Placement Option Offer).

Your Entitlement and Acceptance Form must be received by the Share Registry with your payment no later than 5.00pm (Brisbane time) on the Closing Date. Please refer to the timetable set out in this Prospectus for the Important Dates.

This document is important and should be read in its entirety. If you are in any doubt as to the contents of this document, you should consult your stockbroker, solicitor, banker, financial advisor or accountant as soon as possible. The securities offered by this Prospectus are considered to be speculative.

This is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 $(Cth).$

Not for distribution in the United States of America or to U.S. persons.

Important information

Offer statistics

Number of New Shares to be issued:
Number of New Options to be issued
Issue Price of New Shares:
Exercise Price of New Options:
Expiry Date of New Options:

*Excludes any New Shares and New Options which may be issued in the event that any Existing Options are exercised prior to the Record Date. Also excludes any Shares issued on exercise of any New Options.

Key dates for investors

Record Date for determining entitlements under the Issue: Thursday, 6 July 2017
Prospectus despatched to Eligible Shareholders
Offers open:
Offers (excluding Shortfall Offer) expected to close:
Notification of Shortfall:
Expected date for despatch of New Shareholding statements (excluding under Shortfall Offer):
Commencement of trading of New Shares (excluding under Shortfall Offer) on ASX:
Shortfall Offer expected to close:
Expected date for issue and despatch of New Shareholding statements (Shortfall Offer only):
Expected commencement of trading of New Shares on ASX (Shortfall Offer only):

Further details regarding the timetable for the Offers are set out in section 2.3. All dates are subject to change and accordingly are indicative only. In particular, the Company has the right to vary the dates of the Offers, without prior notice. The Directors, subject to the requirements of the Listing Rules and the Corporations Act, reserve the right to withdraw any of the Offers without prior notice or vary any of the important dates set out in this Prospectus, including extending any of the Offers. Investors are

encouraged to submit their Entitlement and Acceptance Forms or Application Forms as soon as possible after the Offers open.

Important notice

This Prospectus is dated 3 July 2017 and was lodged with the ASIC on the same date. Neither the ASIC nor the ASX takes any responsibility as to the contents of this Prospectus. No securities will be issued on the basis of this Prospectus any later than 13 months after the date of issue of this Prospectus.

This Prospectus contains offers of continuously quoted securities (as defined in the Corporations Act) or options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Applications in respect of the Rights Issue Offer and Additional Offer made pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form. Applications in respect of the Shortfall Offer and Placement Options Offer can only be submitted on an original Application Form.

No person is authorised to give any information or to make any representation in connection with the Issue described in this document which is not contained in this document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Issue.

The information provided in this Prospectus is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. If you have any questions you should seek professional advice before deciding to invest. An investment in New Shares and New Options that are offered under this Prospectus should be considered speculative.

Foreign shareholders

This document does not constitute an offer of New Shares or New Options in any jurisdiction in which it would be unlawful. New Shares and New Options may not be offered or sold in any country outside Australia except to the extent permitted below.

The Company has decided that it is unreasonable to make offers under the Prospectus pursuant to the Rights Issue Offer to Shareholders with registered addresses outside of Australia and New Zealand having regard to the number of Shareholders in those places, the number and value of the New Shares and New Options they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Rights Issue Offer is not being extended to. and does not qualify for distribution or sale by, and no New Shares or New Options will be issued to Shareholders having registered addresses outside of Australia and New Zealand.

The Company has not made any investigation as to the regulatory requirements that may prevail in the countries, outside of Australia and New Zealand, in which the Company's Shareholders may reside. This Prospectus and accompanying forms do not, and are not intended to, constitute an offer of New Shares or New Options in any place outside of Australia and New Zealand in which, or to any person to whom, it would not be lawful to make such an offer or to issue these Offers or that form.

It is the responsibility of overseas Applicants to ensure compliance with all laws of any country relevant to their Acceptance. The Rights Issue Offer and Additional Offer may only be accepted by

Eligible Shareholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to make such an offer.

The distribution of this Prospectus in jurisdictions outside of Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions. Any failure to comply with restrictions might constitute a violation of applicable securities laws.

New Zealand

This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 (Cth) and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014.

The offer and the content of the document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 (Cth) and the regulations made under that Act set out how the offer must be made.

There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products.

Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to the offer. If you need to make a complaint about the offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is not the same as for New Zealand financial products.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant.

If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars. you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand.

United States

The Offers are not made in the United States or to persons (including nominees or custodians) acting for the account or benefit of a person in the United States, or to any person who is ineligible under applicable securities laws in any country to receive an offer under the Prospectus without any requirement for a prospectus to be lodged or registered.

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Notice to nominees and custodians

Nominees and custodians may not distribute any part of this document in the United States or in any other country outside of Australia and New Zealand, except to beneficial Shareholders in another country (other than the United States) where the Company has determined it is lawful and practical to make the Offers. Any person in the United States with a holding through a nominee may not participate in the Offers.

How to accept Entitlement to New Shares

Entitlements to New Shares can be accepted in full or in part by completing and returning the Entitlement and Acceptance Form which is accompanying this Prospectus or making payment of Acceptance Money by BPAY® in accordance with the instructions set out in this Prospectus and on the Entitlement and Acceptance Form.

This Prospectus is available in electronic form on the internet at www.elementos.com.au. If you wish to obtain a free copy of this Prospectus, please contact the Company on (07) 3221 7770.

Enquiries

If you are an Eligible Shareholder and have any questions in relation to the Offer, please contact your stockbroker or professional adviser. If you have questions in relation to the Shares upon which your Entitlement has been calculated, or how to complete the Entitlement and Acceptance Form, take up your Entitlement, please call the Share Registry on:

1300 737 760 for callers within Australia; or
- 61 2 9290 9600 for overseas callers.

Deciding to accept the Offers

No person named in this Prospectus, nor any other person, guarantees the performance of Elementos, the repayment of capital or the payment of a return on the New Shares.

Please read this Prospectus carefully before you make a decision to invest. An investment in the Company has a number of specific risks which you should consider before making a decision to invest. Some of these risks are summarised in section 1.5 of this Prospectus and set out in more detail in section 6 of this Prospectus. This Prospectus is an important document and you should read it in full before deciding whether to invest pursuant to the Offer. You should also have regard to other publicly available information about the Company, including ASX announcements, which can be found at the Company's website: www.elementos.com.au.

Terms used

A number of terms and abbreviations used in this Prospectus have defined meanings, which are explained in the definitions and glossary in section 8.

Money as expressed in this Prospectus is in Australian dollars unless otherwise indicated.

Forward looking statements

Some of the information contained in this Prospectus constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as 'anticipate', 'estimate', 'should', 'will', 'expects', 'plans' or similar expressions. These statements discuss future objectives or expectations concerning results of operations or financial conditions or provide other forward-looking information. The Company's actual results, performance or achievements could be significantly different from the results or objectives expressed in, or implied by, those forward-looking statements. This Prospectus details some important factors that could cause the Company's actual results to differ from the forward-looking statements made in this Prospectus.

Investors should be aware that past Share or Option price performance of the Company provides no guidance to its future Share or Option price performance. Neither the Company nor any other person warrants or guarantees the future performance of the New Shares or New Options offered under this Prospectus or the Shares generally or any return on any investment made pursuant to this Prospectus.

No representations

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation in connection with the Offer not contained in this Prospectus may not be relied on as having been authorised by the Company or its officers. This Prospectus does not provide investment advice or advice on the taxation consequences of accepting the Offer. The Offer and the information in this Prospectus, do not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor.

Mineral Resources and Ore Reserves

Elementos confirms that Mineral Resource and Ore Reserve estimates used in this Prospectus were estimated, reported and reviewed in accordance with the quidelines of the Australian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code) 2012 edition.

Elementos confirms that it is not aware of any new information or data that materially affects the Mineral Resource or Ore Reserve information included in the following announcements:

"Cleveland Tailings Ore Reserve" released on the 3 August 2015;
"Cleveland JORC Resource Significantly Expanded" announced to the ASX on 5 March 2014; $\bullet$ and
"Cleveland Open Pit High-Grade Mineral Resource Defined" announced on 3 March 2015.

The Company also confirms that all material assumptions and technical parameters underpinning the estimates in the Cleveland Mineral Resources and Reserves continue to apply and have not materially changed. Elementos also confirms the form and context in which the Competent Person's findings are presented have not been materially modified from the date of announcement.

	1. Investment summary
2.	Details of the Offers
3.	How to apply
4.	Company Information
5.	Effect of the Offer on the Company
6.	Risk factors
7.	Additional information
8.	Definitions and glossary

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Chairman's letter

3 July 2017

Dear Shareholders.

It is my pleasure to introduce this Prospectus and invite you to participate in the future growth of the Company through this offer of securities.

The Directors view this capital raising as the trigger for Elementos to begin building a strong, robust tin production company. With the placement we have received from Jervois Ltd and other sophisticated investors, and the Rights Issue, raising up to \$2m we have an opportunity to reach our goal of becoming an Australian tin producer over the near term.

As you may be aware, I am a substantial shareholder of the Company. I intend to take up my entitlement to New Shares and utilise the debt conversion facility to reduce my loan to the Company. I will also, subject to the requirements of the Corporations Act, exercise all of my New Options from the Rights Issue so as to further reduce and eliminate the full amount of my loan to the Company, leaving the Company debt free. If the Rights Issue Offer is fully subscribed, this will enable the exercise of all of my New Options received under the Rights Issue Offer.

This Prospectus includes details of the Offers and the Company, together with a statement of the risks associated with investing in the Company. I recommend that you study the document carefully and seek independent professional advice before investing in the Company.

On behalf of the Directors, I thank you for your continued support and I invite you to consider this investment opportunity.

Yours sincerely.

Andrew Greig Chairman Elementos Limited

$1.$ Investment summary

The information set out in this section is not intended to be comprehensive and should be read in conjunction with the full text of this Prospectus.

$1.1$ The Offers

The Company is seeking to raise additional funding of up to \$2,023,947 (subject to the application of the debt conversion facility) which involves:

$(a)$ as announced to the market on 29 June 2017, a placement with Jervois Mining Limited and other sophisticated investors under which the Company has issued 100,000,000 Shares at an issue price of \$0.006 to raise \$600,000, together with the issue of 100,000,000 Placement Options exercisable at \$0.006 per Share and expiring on 30 June 2018; and
$(b)$ the Rights Issue, which may raise up to \$1,423,947 (subject to the application of the debt conversion facility).

This Prospectus contains the following Offers:

$(a)$ Rights Issue Offer to Eligible Shareholders

A non-renounceable rights issue offering approximately 237,324,456 New Shares at an issue price of \$0.006 per New Share, on the basis of 1 New Share for every 4 Shares held by Eligible Shareholders as at the Record Date with the issue of 1 attaching New Option for every 1 New Share allotted. Each New Option is exercisable at \$0.006 per share and expires on 30 June 2018. (Rights Issue Offer)

The Rights Issue Offer is an offer to Eligible Shareholders only.

The Rights Issue Offer is not underwritten.

$(b)$ Additional Offer to Eligible Shareholders

An offer to Eligible Shareholders to acquire any Rights Issue Shares forming part of the Shortfall from the Rights Issue at an issue price of \$0.006 per New Share, with 1 attaching New Option for every 1 Rights Issue Share allotted. Each New Option is exercisable at \$0.006 per Share and expires on 30 June 2018. (Additional Offer)

$(c)$ Shortfall Offer to Investors

An offer to Investors to acquire any Rights Issue Shares forming part of the Shortfall from the Rights Issue at an issue price of \$0.006 per New Share, with 1 attaching New Option for every 1 Rights Issue Share allotted. Each New Option is exercisable at \$0.006 per Share and expires on 30 June 2018. (Shortfall Offer)

Placement Option Offer to Placement Recipients $(d)$

An offer of 100,000,000 Placement Options exercisable at \$0.006 each and expiring on 30 June 2018 to the Placement Recipients (Placement Option Offer).

The Issue Price of \$0.006 per New Share represents a 22% discount to the 15 day volumeweighted average price for Shares (being \$0.0077) as at 30 June 2017.

On the same date as announcing the Offers, the Company applied to the ASX for the New Shares to be granted Official Quotation on the ASX. Official Quotation of the New Shares is

expected to occur on or about Thursday, 10 August 2017. The New Options are unlisted Options and no application will be made to have the New Options granted official quotation on the ASX.

The Directors may at any time decide to withdraw this Prospectus and the offer of New Shares and New Options made under this Prospectus, in which case the Company will return all applications moneys (without interest) within 28 days of giving notice of such withdrawal.

The New Shares and New Options being offered under this Prospectus are being offered on the same terms as those shares and options offered under the Placement.

$1.2$ Minimum subscription

There is no minimum subscription to the Offers.

$1.3$ Purpose of the Offers

The Directors intend to apply the proceeds from the Offers, the Placement and existing cash reserves of the Company for the purposes of:

undertaking an exploration diamond drilling programme (minimum of 3,500m) targeting $(a)$ an increase in the Cleveland open cut Mineral Resource;
undertaking metallurgical test work, geotechnical studies, environmental compliance $(b)$ studies and geophysics on the proposed Cleveland Open Cut development;
$(c)$ paying the costs of the Offers: and
$(d)$ providing working capital.

The Directors anticipate that the Company will have gross proceeds of up to approximately \$1,851,720 (assuming the Rights Issue is fully subscribed) at the completion of the Rights issue after:

existing cash reserves of approximately \$700,000 (following the Placement announced immediately prior this Rights Issue); and
cash proceeds from the Rights Issue of \$1,151,720 (being the full take up of the $\bullet$ Rights Issue of \$1,423,947 less \$272,227 being the Chairman Andrew Greig's Entitlement being used to reduce his loan to the Company pursuant to the debt conversion facility).

The gross proceeds of \$1,851,720 (noted above) are proposed to be allocated in the following manner:

Proposed use of funds
Exploration diamond drilling programme (minimum of 3,500m) targeting an increase in the Cleveland Open Cut Resource	\$940,200
Metallurgical test work, geotechnical studies, environmental compliance studies, and geophysics at Cleveland	\$275,000
Estimated costs of the Issue (including legal fees, broker fees, Share Registry fees, ASX fees and other miscellaneous costs associated with the Offer)* (see detailed breakdown below)	\$112,000
Working capital (including corporate and administration costs)	\$524.520
Total	\$1,851,720

* Assumes that the Offer is fully subscribed, and does not take account of brokerage (if any) discussed at section 3.1.

Offer costs - Item of expenditure	Amount of expenditure
ASX and ASIC fees	(S) 8,806
Legal	30,000
Capital Raising Fees	57,000
Printing and registry costs	16,194
Estimated total	112,000
GST	11,200
Estimated total (including GST)	123,200

In the event that circumstances change or other better opportunities arise the Directors reserve the right to vary the proposed uses to maximise the benefit to Shareholders.

If the Offers are not fully subscribed, the Directors will scale back the proposed use of funds for the drilling program, test work/studies and working capital in accordance with the exploration objectives of the Company and to maximise the benefits to the Company and Shareholders. The minimum gross proceeds that the Company would have as a result of the Placement and if only Jervois Mining Limited and other Placement Recipients take up their Entitlements would be \$850,000 (together with a reduction of the debts of the Company by \$272,227 as a result of the take up of Entitlements by Mr Greig).

$1.4$ Investment highlights

Money raised from the Rights Issue and Placement is to be used for the purposes of improving the profitability and sustainability of a potential mining and processing operation at Cleveland by progressing the company's open cut development strategy by:

completing a diamond drilling program targeting an increase in the Cleveland Open Cut Resource; and
undertaking metallurgical testing, geotechnical studies and environmental compliance $\bullet$ studies.

The Company recently completed a ground magnetic survey which identified a number of new exploration targets along strike and within the existing open-cut Mineral Resource at the Cleveland mine. Refer to the announcement made by the Company to the ASX on 28 February 2017 for further details.

The Company has previously received approval from Mineral Resources Tasmania ("MRT") to proceed with the drilling program at Cleveland. The Company plans to commence drilling in August 2017. Preparation of the drilling pads and tendering of contracts for the drilling program have commenced. Refer to the announcement made by the Company to the ASX on 22 March 2017 for further details.

The Company is also looking to reduce its present debts.

$1.5$ Risk factors

Investing in the Company involves risk. There are factors, both specific to the Company and of a general nature, which may affect the future operating and financial performance of the Company. Some of these factors can be mitigated by appropriate commercial action. However, many are outside the control of the Company, dependent on the policies adopted and approaches taken by regulatory authorities, or cannot otherwise be mitigated. If you are unsure about subscribing for New Shares, you should first seek advice from your stockbroker, accountant, financial or other professional adviser.

The following sets out a summary of some of the key risks relevant to the Company and its operations:

Risk	Details
Exploration Risk	By its nature, the business of exploration is a highly speculative endeavour and involves significant risks. The Company's performance depends on the successful exploration and/or acquisition of Resources or Reserves, competent operational management and efficient financial management. The Company undertakes sampling, geophysics and drilling programs, and the outcomes of these programs will dictate the future performance of the Company. Further, the nature of exploration can sometimes result in industrial accidents and other incidents beyond the control of the Company.
Additional Requirements for Capital	Depending on the outcome of the Company's exploration programs, in particular the geophysics and drilling proposed to be undertaken at the Cleveland project in Tasmania, the Company will require further financing in addition to amounts raised under this Prospectus. Any additional equity financing will dilute shareholdings and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs. In addition, the Company's ability to continue as a going concern may be diminished. There is no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company and such circumstances will adversely affect the Company.
Feasibility and Development Risks	Given the stage of the Company's projects, there will be a complex, multidisciplinary process to be undertaken to complete a feasibility study to support any development proposal. There is a risk that the feasibility study and associated technical works will not achieve the results expected. There is also a risk that even if a positive feasibility study is produced, the project may not be successfully developed for commercial or financial reasons.
Exploration Targets	The geological characteristics of the Company's exploration targets appear to have similar characteristics to locations where established exploration and mining operations are being successfully conducted. Similarity of geological characteristics is not determinative of any similarity in actual mineral Resources. Whilst those characteristics may encourage explorers like the Company to commit expenditure to drilling programs, it must be appreciated that a substantial and real risk still exists that no viable Resource will be identified. As such, it is important that geological similarities be appreciated in the context that they only provide an indication rather than any determinative evidence of any viable outcome.

Risk	Details
Changes in Laws and Regulations	Changes in Australian laws and regulations will have a significant effect on the Company's exploration and development operations, especially changes to environmental, mining, grant or renewal of concessions and taxation.
Future Government Actions	Future government actions concerning the economy or the operation and regulation of the mining industry could have a significant effect on the Company. No assurances can be given that the Company will not be adversely affected by any future developments.
Contractors	The Company is dependent on contractors and suppliers to supply vital services to its operations. The Company is therefore exposed to the possibility of adverse developments in the business environments of its contractors and suppliers. Any disruption to services or supply may have an adverse effect on the financial performance of the Company.
Reliance on Key Personnel	In formulating its exploration programs, the Company relies to a significant extent upon the experience and expertise of the Directors and management.
	Although information concerning the Company's tenements has been chronicled, the loss of one or more of these key personnel may adversely affect the Company's prospects of pursuing its exploration programs within the timeframes and within the cost structure currently envisaged.
	Although the key personnel have a considerable amount of experience and have previously been successful in their pursuits of important prospecting discoveries, there is no guarantee or assurance that they will be successful in their objectives pursuant to this Company.
Employees	The ability of the Company to achieve its objectives depends on being able to retain certain key employees, skilled operators and tradespeople. Whilst the Company has entered into employment contracts with key employees, the retention of their services cannot be guaranteed. The loss of key employees or skilled operators and tradespeople could significantly affect the performance of the Company's operations.
Tenements	A failure to adhere to the statutory expenditure requirements in relation the Company's current or future mineral tenements will, unless an exemption is granted, make one or more of the tenements subject to possible forfeiture and the loss by the Company of the associated rights to the tenements.
Native Title, Aboriginal Heritage and Heritage	The Native Title Act 1993 (Cth) recognises certain rights of indigenous Australians over land where those rights have not been extinguished. These rights, where they exist, may impact on the ability of the Company to carry out exploration and in future, mining activities, or obtain exploration or mining licences in Australia. In applying for licences over crown land, the Company must observe the provisions of Native Title legislation.
Tenure and Access	The Company's project is subject to numerous specific legislative conditions. The renewal of the term of a granted tenement in Australia is subject to discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company's projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial

Further details regarding risks which may affect the Company in the future are set out in section 6.

The New Shares offered under this Prospectus carry no guarantee of profitability, dividends, return of capital or the price at which they may trade on ASX. The past performance of the Company should not necessarily be considered a guide to their future performance.

1.6 New Share terms

Upon issue, each New Share will rank equally with all existing Shares then on issue. A summary of the rights attaching to the New Shares is set out in section 7.3.

$1.7$ New Option terms

A summary of the rights attaching to the New Options is set out in section 7.4.

$1.8$ Acceptance of Entitlement to New Shares

The number of New Shares to which an Eligible Shareholder is entitled and the total amount an Eligible Shareholder would have to pay if they choose to take up all of their rights to subscribe for New Shares is shown on the Entitlement and Acceptance Form accompanying this Prospectus. This Prospectus is for the information of Eligible Shareholders who are entitled and may wish to apply for the New Shares. Fractional entitlements will be rounded up to the nearest whole number.

Entitlements to New Shares can be accepted in full or in part by completing and returning the Entitlement and Acceptance Form which accompanies this Prospectus or making payment of Acceptance Money by BPAY® in accordance with the instructions set out below and on the Entitlement and Acceptance Form. Acceptance Money should be rounded up to the nearest cent.

Subscription moneys for the New Shares must be received by the Company at its Share Registry by the Closing Date. Please refer to the timetable for the important dates of the Rights Issue Offer and Additional Offer.

1.9 Applying for Additional Securities

Entitlements not taken up may become available as Additional Securities. Eligible Shareholders may, in addition to their Entitlements, apply for New Shares, including the corresponding number of New Options, over and above their Entitlement at the Offer Price (Additional Securities) regardless of the size of their present holding.

It is an express term of the Additional Offer that applicants for Additional Securities will be bound to accept a lesser number of Additional Securities allocated to them than applied for. If a lesser number is allocated to them, excess Application Money will be refunded without interest. The Company reserves the right to scale back any applications for Additional Securities in their absolute discretion.

The Directors also reserve the right to issue any New Securities not allocated under the Additional Offer within three months following the Closing Date at a price not less than the Offer Price.

$1.10$ Directors' intentions in respect of Entitlements

As at the date of this Prospectus, all of the Directors of Elementos have either a direct or indirect interest in Shares. Set out below is a table summarising the Entitlement of each Director (based on their current holding) and how they intend to treat their Entitlement.

Director	Shares	New Share Entitlement	New Option Entitlement	Intentions
Andrew Greig	181,484,546	45,371,137	45,371,137	Will take up his full Entitlement
Christopher Dunks	15,750,004	3,937,501	3,937,501	Will take up his full Entitlement
Calvin Treacy	26,850,004	6,712,501	6,712,501	Will take up part of his Entitlement
Corey Nolan	3,853,400	963,350	963,350	Will take up his full Entitlement

Note:

Details of Options held by the Directors are set out in section 7.7.

$111$ Shortfall and dilution of Shareholder's interests

The Offer is not underwritten but Eligible Shareholders can apply for Additional Securities.

If required, the Company intends to actively work during, and after, the Rights Issue Offer in order to secure commitments to place, and subsequently to place, any Shortfall of New Shares not subscribed for by Eligible Shareholders.

Shareholders should be aware that to the extent that they do not accept their Entitlements in full, a Shortfall will arise and all or part of any Shortfall may be placed by the Company, to other parties in which case their interest in the Company may be significantly diluted (see section 5.4 for further details). Further the Offer is not being extended to Shareholders with registered addresses outside of Australia and New Zealand and the holdings of those Shareholders in the Company will be diluted by the Offer. Given the terms of the Offer, the interests of a Shareholder in the Company may be diluted by up to 25% in the event that they are not eligible to participate or elect not to accept their Entitlement in full if the Rights Issue Offer is fully subscribed or alternatively, any Shortfall is fully placed.

Acceptance of Entitlements or the placement of any Shortfall may also result in existing Shareholders or new investors significantly increasing their interest in the Company or obtaining a substantial interest in the Company. However, the Shortfall will only be placed to the extent that such placement is in compliance with the takeover provisions of the Corporations Act, which restrict a person and their associates from having a relevant interest in the Company of not more than 19.99%, subject to a number of exemptions.

$1.12$ Capital Structure

Detailed information regarding the impact of the Offers on the Company's capital structure are set out in section 5.3 below.

$2.$ Details of the Offers

$2.1$ The Offers

The following Offers are being made pursuant to this Prospectus:

$(a)$ Rights Issue Offer to Eligible Shareholders

A non-renounceable rights issue offering approximately 237,324,456 New Shares at an issue price of \$0.006 per New Share, on the basis of 1 New Share for every 4 Shares held by Eligible Shareholders as at the Record Date with the issue of 1 attaching New Option for every 1 New Share allotted. Each New Option is exercisable at \$0.006 per share and expires on 30 June 2018. (Rights Issue Offer)

The Rights Issue Offer is an offer to Eligible Shareholders only, being those Shareholders shown on the Share Register at 7.00pm (Brisbane time) on the Record Date with a registered address in Australia and New Zealand. The Rights Issue Offer is not underwritten.

Information regarding how to apply for New Shares and New Options under the Rights Issue Offer are set out in section 3.1 below.

$(b)$ Additional Offer to Eligible Shareholders

An offer to Eligible Shareholders to acquire any Rights Issue Shares forming part of the Shortfall from the Rights Issue at an issue price of \$0.006 per New Share, with 1 attaching New Option for every 1 Rights Issue Share allotted. Each New Option is exercisable at \$0.006 per Share and expires on 30 June 2018. (Additional Offer)

Information regarding how to apply for New Shares and New Options under the Additional Offer are set out in section 3.1 below.

Shortfall Offer to Investors $(c)$

An offer to Investors to acquire any Rights Issue Shares forming part of the Shortfall from the Rights Issue at an issue price of \$0.006 per New Share, with 1 attaching New Option for every 1 Rights Issue Share allotted. Each New Option is exercisable at \$0.006 per Share and expires on 30 June 2018. (Shortfall Offer)

Information regarding how to apply for New Shares and New Options under the Shortfall Offer are set out in section 3.4 below.

Placement Option Offer to Placement Recipients $(d)$

An offer of 100,000,000 Placement Options exercisable at \$0.006 each and expiring on 30 June 2018 to the Placement Recipients (Placement Option Offer).

Information regarding how to apply for Placement Options under the Placement Option Offer are set out in section 3.5 below.

$2.2$ General Information relating to the Offers

Fractional entitlements to New Shares and New Options will be rounded up to the nearest whole number.

Up to \$1,423,947 may be raised pursuant to the Rights Issue Offer, the Additional Offer and the Shortfall Offer (subject to application of the debt conversion facility). No funds will be raised as a result of the Placement Option Offer.

The New Shares will be issued on the terms and conditions set out in section 7.3.

The New Options will be unlisted Options and will issued on the terms and conditions set out in section 7.4. As at the date of this Prospectus the Company has unlisted options on issue, which have different terms to the New Options offered under this Prospectus. As such, the New Options will form a new class of securities.

All of the Shares issued upon the future exercise of the New Options offered under this Prospectus will rank equally with the Shares on issue at the date of issue. Please refer to section 7.3 for further information regarding the rights and liabilities attaching to the Shares.

The Offers are non-renounceable.

$2.3$ Important dates

Announcement of Issue	Thursday, 29 June 2017
Lodgement of Prospectus with ASIC and ASX	Monday, 3 July 2017
Notice to Option Holders	Monday, 3 July 2017
Notice to security holders containing Appendix 3B information	Tuesday, 4 July 2017
Shares commence trading on an ex rights basis	Wednesday, 5 July 2017
Record Date for the Offer	Thursday, 6 July 2017
Prospectus and Entitlement and Acceptance Form despatched to Shareholders	Tuesday, 11 July 2017
Opening Date of Offers (9am Brisbane time)	Tuesday, 11 July 2017
Closing Date of Offers (excluding the Shortfall Offer) (5pm Brisbane time)	Wednesday, 2 August 2017
Advise ASX of any shortfall	Monday, 7 August 2017
Expected date of issue of New Shares and New Options (excluding the Shortfall Offer)	Wednesday, 9 August 2017
Expected date of despatch of holding statements for New Shares and New Options (excluding the Shortfall Offer)	Wednesday, 9 August 2017
Commencement of trading of New Shares on ASX (excluding the Shortfall Offer)	Thursday, 10 August 2017
Shortfall Offer expected to close	Wednesday, 16 August 2017
Expected date of issue of New Shares and New Options (Shortfall Offer only)	Monday, 21 August 2017
Expected date for despatch of holding statements for New Shares and New Options (Shortfall Offer only)	Monday, 21 August 2017
Commencement of trading of New Shares on ASX (Shortfall Offer only)	Tuesday, 22 August 2017

The dates set out in this table are subject to change and are indicative only. The Company reserves the right to alter this timetable at any time.

The Directors, subject to the requirements of the Listing Rules and the Corporations Act, reserve the right to:

$(a)$ withdraw any of the Offers without prior notice; or
vary any of the important dates set out in the Offers, including extending any Offer. $(b)$

$2.4$ Allotment and allocation policy

The Company will proceed to allocate New Shares and New Options as soon as possible after the respective Closing Dates and receiving ASX permission for official quotation of the New Shares.

In the case that there is less than full subscription by Shareholders of their Entitlements under this Prospectus, the Directors reserve the right, as contemplated within the ASX Listing Rules, to issue any Shortfall at their discretion (see section 5.4). Any Shortfall will be issued within three months after the Closing Date at an issue price being not less than the Offer Price.

Successful Applicants will be notified in writing of the number of New Shares and New Options allocated to them as soon as possible following the allocation being made.

It is the responsibility of Applicants to confirm the number of New Shares and New Options allocated to them prior to trading in New Shares or and New Options. Applicants who sell New Shares or and New Options before they receive notice of the number of New Shares and New Options allocated to them do so at their own risk. No New Shares or New Options will be allotted or issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus.

2.5 ASX listing

On the same date as announcing the Offers, the Company applied to the ASX for the New Shares to be issued pursuant to this Prospectus to be listed for official quotation by the ASX. If granted, quotation of the New Shares will commence as soon as practicable after allotment of the New Shares to Applicants. It is the responsibility of the Applicants to determine their allocation of New Shares prior to trading.

Should the New Shares not be granted official quotation on the ASX within three months after the date of this Prospectus, none of the New Shares offered under this Prospectus will be issued and all Acceptance Money will be refunded without interest to Applicants within the time prescribed by the Corporations Act.

The fact that the ASX may grant Official Quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares or New Options now offered.

The New Options are unlisted Options and no application will be made to have the New Options granted official quotation on the ASX. The Company will apply for Shares issued on exercise of the New Options to be granted official quotation on the ASX.

$2.6$ CHESS

The Company will apply to ASX Settlement for the New Shares and New Options to participate in the Securities Clearing House Electronic Subregister System known as CHESS.

The Company will not issue certificates to Shareholders with respect to the New Shares and New Options. After allotment of the New Shares and New Options, those who are issuer sponsored holders will receive an issuer sponsored statement and those who are CHESS holders will receive an allotment advice.

The CHESS statements, which are similar in style to bank account statements, will set out the number of New Shares and New Options allotted to each successful applicant pursuant to this Prospectus. The statement will also advise holders of their holder identification number. Further statements will be provided to holders which reflect any changes in their holding in the Company during a particular month.

$2.7$ No rights trading

Entitlements to New Shares pursuant to the Rights Issue Offer are non-renounceable and accordingly will not be traded on the ASX.

$2.8$ Minimum subscription

There is no minimum subscription to the Offers.

2.9 Underwriting

The Offers are not underwritten.

$2.10$ Option Holders

Option Holders will not be entitled to participate in the Rights Issue Offer or the Additional Offer unless they:

have become entitled to exercise their Existing Options under the terms of their issue $(a)$ and do so prior to the Record Date: and
participate in the Rights Issue Offer or Additional Offer as a result of being an Eligible $(b)$ Shareholder at 7.00pm (Brisbane time) on the Record Date.

If all holders of Existing Options elect to exercise their Options prior to the Record Date, and are eligible to participate in the Offer, a further 5,075,000 (approximately) New Shares and 5,075,000 (approximately) New Options may be issued under this Prospectus. Details of the Existing Options are set out in section 5.3. However, having regard to the exercise price of the Existing Options and the Offer Price, the Directors believe that it is unlikely that any Existing Options will be exercised prior to the Record Date.

2.11 Electronic prospectus

An electronic version of this Prospectus is available on the Internet at www.elementos.com.au.

The Entitlement and Acceptance Form and Application Form may only be distributed together with a complete and unaltered copy of the Prospectus. The Company will not accept a completed Entitlement and Acceptance Form or Application Form if it has reason to believe that the investor has not received a complete paper copy or electronic copy of the Prospectus or if it has reason to believe that the Entitlement and Acceptance Form or Application Form or electronic copy of the Prospectus has been altered or tampered with in any way.

While the Company believes that it is extremely unlikely that in the period of the Offers the electronic version of the Prospectus will be tampered with or altered in any way, the Company cannot give any absolute assurance that it will not be the case. Any investor in doubt concerning the validity or integrity of an electronic copy of the Prospectus should immediately request a paper copy of the Prospectus directly from the Company, the Share Registry or a financial adviser.

$3.$ How to apply

$3.1$ Right Issue Offer and Additional Offer

Eligible Shareholders may accept their Entitlement either in whole or in part. The number of New Shares which Eligible Shareholders are entitled to is shown on the Entitlement and Acceptance Form which accompanies this Prospectus.

Eligible Shareholders may participate in the Offer as follows:

Take up your Entitlement in full and apply for Additional Securities

If you are an Eligible Shareholder and wish to take up all of your Entitlement and apply for Additional Securities, please:

complete the Entitlement and Acceptance Form, which accompanies this Prospectus $(a)$ by inserting the number of New Shares for which you wish to accept the Entitlement Offer under this Prospectus plus the number of Additional Shares (being more than your Entitlement as specified on the Entitlement and Acceptance Form) in accordance with the instructions set out on the form; and
$(b)$ forward your completed Entitlement and Acceptance Form, together with your cheque or bank draft for the amount shown on your Entitlement and Acceptance Form, in the reply paid envelope to reach the Company's Share Registry,

so that it is received by no later than 5.00pm (Brisbane time) on the Closing Date or such later date as the Directors determine.

Cheques and bank drafts, in Australian currency should be made payable to Elementos Limited and crossed "not negotiable".

You should ensure that sufficient funds are held in the relevant account(s) to cover the Acceptance Money for both the New Shares under your Entitlement and the Additional Shares applied for in excess of your Entitlement. If the amount of your cheque for Acceptance Money is insufficient to pay in full for the number of whole New Shares you have applied for in your Entitlement and Acceptance Form, you will be taken to have applied for such lower number of New Shares as your cleared Acceptance Money will pay for (and to have that number of New Shares on your Entitlement and Acceptance Form). Alternatively, your Application will be rejected. If your cheque does not clear due to insufficient funds in your account, your Application will be rejected.

If you intend to pay for the New Shares by BPAY®, there is no need to return the Entitlement and Acceptance Form. If using BPAY®, you should ensure you use the Biller Code and Reference Number shown on your Entitlement and Acceptance Form, which accompanies this Prospectus which is required to identify your holding and follow the instructions set out on the form so that your BPAY® payment is received by no later than 5.00pm (Brisbane time) on the Closing Date or such later date as the Directors determine, keeping in mind that payments made by BPAY® may take one or more Business Days to clear. Please refer to the information below regarding payment by BPAY®.

Take up your Entitlement in full

If you are an Eligible Shareholder and wish to take up all of your Entitlement, please:

complete the Entitlement and Acceptance Form, which accompanies this Prospectus, $(a)$ in accordance with the instructions set out on the form; and

forward your completed Entitlement and Acceptance Form, together with your cheque $(b)$ or bank draft for the amount shown on your Entitlement and Acceptance Form, in the reply paid envelope to reach the Company's Share Registry,

so that it is received by no later than 5.00pm (Brisbane time) on the Closing Date or such later date as the Directors determine.

Cheques and bank drafts, in Australian currency should be made payable to Elementos Limited and crossed "not negotiable".

You should ensure that sufficient funds are held in the relevant accounts to cover the Acceptance Money. If the amount of your cheque for Acceptance Money is insufficient to pay in full for the number of whole New Shares you have applied for in your Entitlement and Acceptance Form, you will be taken to have applied for such lower number of New Shares as your cleared Acceptance Money will pay for (and to have that number of New Shares on your Entitlement and Acceptance Form). Alternatively, your Application will be rejected. If your cheque does not clear due to insufficient funds in your account, your Application will be rejected.

Take up some of your Entitlement

If you are an Eligible Shareholder and wish to take up only some of your Entitlement, please:

complete the Entitlement and Acceptance Form, which accompanies this Prospectus, $(a)$ by inserting the number of New Shares for which you wish to accept the Offer under this Prospectus (being less than your Entitlement as specified on the Entitlement and Acceptance Form); and
forward the completed Entitlement and Acceptance Form together with your cheque or $(b)$ bank draft for the total amount payable to reach the Company's Share Registry,

so that it is received by no later than 5.00pm (Brisbane time) on the Closing Date or such later date as the Directors determine.

Cheques and bank drafts, in Australian currency, should be made payable to Elementos Limited and crossed "not negotiable".

Do nothing

You may do nothing, in which case you will have no right to subscribe for New Shares and New Options and no New Shares or New Options will be issued to you. However, if you are an Eligible Shareholder and you do nothing, then New Shares and New Options representing your Entitlement may be sold to an Eligible Shareholder who applies for Additional Securities or other third parties procured by the Directors in exercising their discretion in placing any Shortfall.

You should also note that, if you do not take up your Entitlement, then although you will continue to own the same number of Shares, your percentage shareholding in the Company will decrease.

General

If you have any queries concerning your Entitlement, please contact the Share Registry on 1300 737 760 (within Australia) or + 61 2 9290 9600 (outside Australia) or contact your stockbroker or professional adviser.

Entitlement and Acceptance Forms and accompanying cheques or bank drafts may be lodged at any time before the Closing Date. Applications received after the Closing Date may not be accepted. The Company will not be responsible for postal or delivery delays.

The Offer Price of \$0.006 for each New Share is payable in full on acceptance of part or all of your Entitlement. There is no offer price payable for the New Options.

If an Eligible Shareholder elects to make payment using BPAY®, they must contact their bank, credit union or building society to make payment of the Acceptance Money from their cheque or savings account. Refer to the Entitlement and Acceptance Form for the biller code and customer reference number. Eligible Shareholders who have multiple holdings will have multiple customer reference numbers.

Payment will only be accepted in Australian currency and cheques, bank drafts, money orders and BPAY® payments must be drawn on an Australian bank.

No stamp duty, brokerage or handling fees are payable by the Applicant for the New Shares and New Options offered by this Prospectus. Completed Entitlement and Acceptance Forms and accompanying cheques should be forwarded to the following address:

Boardroom Pty Limited OR Boardroom Pty Limited
Elementos Limited Offer	Elementos Limited Offer
Level 12, 225 George Street	GPO Box 3993
Sydney NSW 2000	Sydney NSW 2001

The amount payable on acceptance will not vary during the period of the Offers and no further amount is payable on allotment. Acceptance Money will be held in trust in a subscription account until allotment of the New Shares. The subscription account will be established and kept by the Company on behalf of the Applicants. Any interest earned on the Acceptance Money will be retained by the Company irrespective of whether allotment takes place.

$3.2$ Debt conversion facility

If in addition to being an Eligible Shareholder under the Offer you are also a creditor of the Company, you may elect to take up your Entitlement by means of the conversion of some or all of the existing debt owed to you by the Company. The conversion will be undertaken on a dollar for dollar basis at the Offer Price, and in the case of any fractional entitlements, the

number of New Shares arising from the conversion of the debt shall be rounded up to the nearest whole number. The election to settle the subscription amounts owing in respect of your Entitlement by conversion of an existing debt, is provided for on the Entitlement and Acceptance Form.

For clarity, the debt conversion facility does not enable any creditor Shareholders to take up more New Shares under the Offers than if the facility was not available.

Pursuant to the Undertaking, Mr Andrew Greig has agreed to take up his Entitlement and to do so under the debt conversion facility. Mr Greig has a current debt with the Company of \$500,000 (plus accrued interest) (Debt) and the acceptance of his Entitlement under the debt conversion facility will reduce the Debt by \$272,227. Pursuant to the Undertaking, Mr Greig has also agreed, subject to the requirements of the Corporations Act, to immediately exercise the New Options he receives by taking up his Entitlement and to do so by paying the exercise price by way of offset of further debt owed to him by the Company, which will reduce the Debt by up to a further \$272,227. This will leave the Company debt free. Further details in this regard are set out in section 7.11.

$3.3$ Binding effect of Entitlement and Acceptance Form

A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY®, constitutes a binding offer to acquire New Shares and New Options on the terms and conditions set out in this Prospectus and, once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Shares and New Options. The Directors' decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY®, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

you are an Eligible Shareholder and are not in the United States and are not a person $(a)$ (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Offer:
$(b)$ you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside of Australia and New Zealand: and
you have not and will not send any materials relating to the Offers to any person in the $(c)$ United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States.

$3.4$ Shortfall Offer - How to Apply

Investors who wish to apply for New Shares and New Options pursuant to the Shortfall Offer must lodge their Application Form by the Closing Date for the Shortfall Offer, 5.00pm (Brisbane time) on Wednesday, 16 August 2017.

The completed Application Form and cheque or bank draft for the total amount payable to subscribe for the Shortfall Offer must be mailed or delivered to the Company at the below address:

Boardroom Pty Limited	OR Boardroom Pty Limited
Elementos Limited Offer	Elementos Limited Offer
Level 12, 225 George Street	GPO Box 3993
Sydney NSW 2000	Sydney NSW 2001

Cheques and bank drafts, in Australian currency, should be made payable to "Elementos Limited" and crossed "not negotiable".

Application Forms and accompanying cheques or bank drafts may be lodged at any time before the Closing Date. Applications received after the Closing Date may not be accepted. The Company will not be responsible for postal or delivery delays.

Application monies will be held in trust in a subscription account until allotment of the New Shares and New Options comprising the Shortfall. The subscription account will be established and kept by the Company on behalf of the Shortfall Applicants. Any interest earned on the application monies will be retained by the Company irrespective of whether allotment takes place.

Placement Options Offer - How to Apply $3.5$

Placement Recipients who wish to apply for Placement Options pursuant to the Placement Option Offer must lodge their Application Form by the Closing Date for the Placement Option Offer, 5.00pm (Brisbane time) on Wednesday, 2 August 2017.

The completed Application Form must be mailed or delivered to the Company at the below address:

Boardroom Pty Limited	OR Boardroom Pty Limited
Elementos Limited Offer	Elementos Limited Offer
Level 12, 225 George Street	GPO Box 3993
Sydney NSW 2000	Sydney NSW 2001

No amount is payable by the Placement Recipients on applying for the Placement Options.

Application Forms may be lodged at any time before the Closing Date. Applications received after the Closing Date may not be accepted. The Company will not be responsible for postal or delivery delays.

$3.6$ Opening and Closing Dates

The Opening Date and Closing Date for the Offers are indicative only and subject to change without notice. The Company may vary these dates, including to close the Offers early, extend the Closing Date for any Offers or to withdraw any Offers at any time prior to issue. If any of the dates are changed, subsequent dates may also change. You are encouraged to lodge your Entitlement and Acceptance Form or Application Form as soon as possible after the Opening Date.

4. Company Information

$4.1$ Introduction

The Company's primary focus is the development of the Cleveland tin, copper and tungsten project in Tasmania towards development. The Company's objective is to move quickly towards production and cash flow, through a low-capital, staged development strategy, with the lowest possible dilution of shareholders.

The Company's 100% owned Cleveland tin project is located in Northwestern Tasmania, a region that hosts some of the world's highest grade and most productive tin mines, including Renison Bell, and the historic mines of Mount Bischoff and Cleveland. The region also hosts operating iron ore, lead/zinc, gold and copper mines.

The Cleveland mine is located at Luina about 80 km from Burnie. Access to the mine is by way of the sealed all weather road, which runs from Burnie through Waratah and Luina to Savage River.

Northwest Tasmania has well developed infrastructure and a strong mining culture. Power, water and communications are available onsite, with the site linked to Burnie Port by sealed roads. The Burnie region has a large, available, and experienced workforce.

The Cleveland project was historically mined between 1968 and 1986. The mine closed in 1986 due to the collapse of the tin price as was determined in March 2014 to have a Tin-Copper Mineral Resource of 7.44Mt at 0.65% tin remaining (refer table below).

Since the acquisition of the Cleveland project, the Company has completed technical studies to confirm the tailings, open cut and underground resources estimates. In addition, a Prefeasibility and Scoping Studies have been completed and summarised as follows:

Tailings Reprocessing A Pre-feasibility Study ("PFS") for the reprocessing of the Tailings Mineral Resource was completed in 2015 (ASX announcement 3rd August 2015). The PFS resulted in an estimated Ore Reserve of 3.7 million tonnes @ 0.29% tin (0% cut-off grade). The PFS demonstrated that the reprocessing of tailings is both technically and financially viable.
Open Pit Mining Scoping Study In 2015, Company received the results of an Open Pit Scoping Study (ASX announcement 20^th August 2015), prepared by AMC Consultants Pty Ltd (AMC). The study was based on the previously announced Mineral Resource of 0.8Mt at 0.81% Tin and 0.27% Copper. The study identified five viable open pits and concluded the open-pit project to be financially robust and technically low-risk; with over 98% of the ore being in the Indicated Mineral Resource category.
Underground Mining Scoping Study- In 2015, AMC completed an Underground Scoping Study (ASX announcement 1st September 2015) which examined the technical and economic viability of mining and processing the previously developed tin-copper deposit and a separate but large tungsten porphyry deposit. The viability of the underground operation was assessed as an extension to the proposed tailings and open-pit operations with shared services, plant and infrastructure. The study provided a high-level mine design, mining inventory, production schedule, process plant flowsheet, and cost estimate for the potential underground operation. Based on the previously announced Mineral Resource, the study identified a potential mining inventory of 1.9Mt of tin copper ore grading 0.61% Tin and 0.22% Copper, and 1.7Mt of tungsten ore grading 0.31% WO3. The findings demonstrated that known underground resources could extend the Cleveland mine life by up to eight years and significantly add to the project's cash flows.

Development Strategy

The Company recently completed a detailed strategic review of Cleveland development strategy, drawing on the findings and technical recommendations of the Cleveland Pre-Feasibility Study and Open-cut Scoping Studies. The new funding from the Offer will enable the Company to implement a new development strategy for the Cleveland tin project which it believes significantly enhances the value of the project.

The Company has made considerable progress in advancing Cleveland towards development with the completion of a pre-feasibility study, scoping studies, environmental and mining licence applications. Whilst positive economics have been demonstrated through the staged development strategy, the review process has highlighted the market's concern about aspects of the previous strategy, including:

The perceived risks of developing an initial standalone low-grade tailings project; $\bullet$
The low metallurgical recoveries associated with the tailings reprocessing;
Short mine-life from the existing open-cut JORC mineral resources; and $\bullet$
The high capital expenditure required to establish underground operations.

In 2015, the Company released a scoping study and open-cut Mineral Resource estimate (see table below) on developing the open-cut mineral resources at Cleveland. The study demonstrated the positive aspects of developing open-cut resources at Cleveland, including:

Attractive cash cost forecast of US\$8,303 per tonne (compares to current spot LME tin prices of over US\$19,000/tonne):
Low capital costs for the implementation of a conventional flow sheet for tin processing - crush, grind, gravity and flotation; and
Low strip ratio's and high average utilisation of the mineral resource.

Refer to the announcements made by the Company to the ASX on 14 September 2016 and 20 August 2015 for further details.

The current strategy aims to expand the size of the open-pit mineral resource through a diamond drilling program targeting infill, strike and depth extensions to the current 800,000 tonnes at 0.81% Tin and 0.27% Copper open-pit Indicated Mineral Resource estimate (ASX announcement 3 March 2015). A ground magnetics geophysical program implemented in early 2017 assisted with defining potential extensions of the mineralisation between the existing open-cut mineral resources and new targets to the north and east of the existing mineralisation.

On 22 March 2017 the Company announced the approval by Mineral Resources Tasmania (MRT) of an exploration works program within EL7/2005, the Cleveland Project. The approved exploration program is for the completion of a 16 hole diamond drilling program to test for infill, depth and along strike extensions to the known near surface mineralisation at Cleveland. Site works and tendering for drilling contracts has commenced.

The Company is also undertaking a number of other work programs including metallurgical, geophysical, environmental and geotechnical programs. The aim of the programs, includes:

Improving the overall metallurgical recoveries;

Geotechnical drilling to define the rock strength characteristics critical to open cut mine design, which includes the estimates of ore dilution and ore losses, and resource to reserve conversion ratios:
Defining the acid generating capacities of open cut waste rock; $\bullet$
Developing waste rock management strategies; and
Expanding the ground magnetic survey to the north and east of the current survey area to cover the previously untested prospective horizon.

On completion of the work programs described above, an updated Mineral Resource estimate and feasibility study will be completed on an expanded combined open-cut/tailings retreatment operation

The open-cut resource extension exploration program has the potential to significantly de-risk a future project development, and significantly enhance the economics of the project, including:

$\bullet$ Drawing on a larger, open-cut tin-copper resource;
Creating a longer mine life project with higher-grade ore from the open-cut; $\bullet$
Early cash flows will be generated through simple, open-cut mining techniques; $\bullet$
Lowering forecast dilution and ore losses through the design of one open-cut; $\bullet$
Creating a lower risk profile to finance the project; and
$\bullet$ Provide sufficient cashflow to develop the underground resources.

The Company believes the strategy addresses the perceived risks of developing an initial standalone low-grade tailings project and the high capital expenditure of an initial underground mine.

Refer to the announcement made by the Company to the ASX on 14 September 2016 for further details.

Table - Elementos Mineral Resources and Ore Reserves

Tailings Ore Reserve (at 0% Sn cut-off)
Catagory	$\sqrt{$ onnelge $\sqrt{ }$	Sn Grade	Contained Sn ¹	Gu Grade	Contained Cu
Probable	3.7 Mt	$0.29\%$	11.000t	0.13%	5.000t

Table subject to rounding errors; $Sn = tin$ , $Cu = copper$

Contained Current
14,000t
4,600t

າg errors; Sn = tin, Cu = copper

Tonnege	$SnG$ rald $c$	Contained Se	Cu Grade	Continued Cu
$0.80$ Mt	0.81%	6.500t	0.27	2.300t
$0.01$ Mt	$0.99\%$	140t	0.34	50t
	Table subject to rounding orrors: Sprin, Curronnor	Mineral Resource noted above	Open Pit Tin-Copper Mineral Resource (at 0.35% Sn cut-off)	NOTE: this Open Pit Tin-Copper Mineral Resource is a sub-set of the Total Tin-Copper

ble subject to rounding errors; Sn≂tin, Cu=copper

Underground Tungsten Mineral Resource (at 0.20% WO ₃ cut-off) ¹
Category	Deleries	WO₃ Grade
Inferred	4 Mt	$0.30\%$

Table subject to rounding errors; $WO₃$ = tungsten oxide

This information was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.

$4.2$ The Directors

The Directors of Elementos bring to the Board relevant expertise and skills, including industry and business knowledge, financial management and corporate governance experience.

Each Director has confirmed with Elementos that he anticipates being available to perform his duties as a Non-Executive Director or Executive Director, as the case may be, of Elementos, without undue constraints from other commitments.

The following persons are directors of the Company as at the date of this Prospectus:

Andrew Greig - Non-Executive Chairman

Mr Greig (GDipBus (Monash); Fellow, ATSE) recently retired from a 35 year career with Bechtel Group, Inc., the globally renowned engineering, construction and project management company. Mr Greig was a director of Bechtel Group, Inc., and for 13 years through 2014 the President of its Mining and Metals Global Business Unit.

Mr Greig has deep experience in the engineering and construction of large mining and minerals processing projects around the world. He is a business graduate of Monash University, and a Fellow of the Australian Academy of Technological Sciences and Engineering.

Christopher Dunks - Executive Director

Mr Dunks (BEng (Mech), GAICD) is currently the Managing Director of Synergen Met Pty Ltd, a Brisbane-based company that is commercialising novel minerals processing technology.

Mr Dunks was a Founder and Managing Director of Rockwell Minerals Pty Ltd, the company that merged with Elementos in 2013, and negotiated the original deal to purchase the Cleveland Project. Mr Dunks's experience over the last 20 years has been dominated by

working on major minerals processing, refining and power projects both in Australia and the USA

Mr Dunks's experience has been in mechanical design, construction management and supervision, project controls, project management, contract negotiation, business development and new technology commercialisation. He has worked extensively with Bechtel, Worley Parsons, SNC Lavalin and Jacobs (Aker Kvaerner).

Mr Dunks was originally appointed as a Non-Executive Director of Elementos in November 2015. Following the resignation of the Company's CEO in July 2016. Mr Dunks is continuing the Company's permitting and partnering process in an Executive Director capacity.

Mr Dunks is a member of the Audit and Risk Committee.

Calvin Treacy - Non-Executive Director

Mr Treacy (BEng, MBA, MAICD) has over twenty years senior management experience in mining, mining technology and manufacturing. He has a strong track record of founding and growing companies, and brings a wealth of experience in the areas of strategic planning and capital raising.

Mr Treacy is a qualified Mechanical Engineer and holds a Masters of Business Administration, with extensive experience across a range of industries and positions.

Mr Treacy has worked in a range of roles including Non-executive Director, Chief Executive Officer, Chief Operating Officer and Production Manager, providing a blend of experience from hands-on management through to executive oversight and strategic management.

Mr Treacy is a member of the Audit and Risk Committee.

Corey Nolan - Non-Executive Director

Mr Nolan (B.Comm, MMEE, GAICD) is an experienced public company director and senior executive with more than 23 years' experience in advisory, commercial and business development roles focused on the acquisition, funding, and development of resource projects.

Mr Nolan is currently Chief Executive Officer of Sayona Mining Limited which is developing an advanced lithium project in Canada. Mr Nolan is also a Non-Executive Director of Leyshon Resources Ltd.

Mr Nolan commenced his career in the financial services industry as a resources equities analyst at firms including Wilson HTM and Morgan Stanley, and as a Director of the Corporate Finance practice of global advisory firm PWC. From 2006 to 2009, Mr Nolan was Business Development and Commercial Manager for Aviva Corporation, responsible for the identification, evaluation and negotiation of coal and energy related acquisition and merger opportunities in Australia and Southern Africa. In 2009, Mr Nolan floated Elementos Limited on the Australian Stock Exchange and has held various roles including Non-Executive Director today.

Mr Nolan is a member of the Audit and Risk Committee.

$4.3$ Independence of Directors

The Company's non-executive chairman, Mr Andrew Greig, holds 181,484,546 Shares in the Company, representing 19.12% of the total Shares on issue as at the date of this Prospectus. No other Directors are nominees or representatives of a substantial shareholder.

The Board considers that Corey Nolan is free from any business or any other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of his judgment and is able to fulfil the role of an Independent Director for the purposes of the Corporate Governance Principles and Recommendations.

Chris Dunks is not currently considered by the Board to fulfil the role of an Independent Director due to his executive position with the Company. Calvin Treacy is also not currently considered by the Board to fulfil the role of Independent Director, as he has held an executive position with the Company within the last three years.

Details of the current interests of the Directors in the Company and their intentions in respect of the Offer are set out in section 1.10.

$4.4$ Senior Management

The following persons form the senior management of the Company as at the date of this Prospectus:

Chris Creagh - Chief Executive Officer

Mr Creagh is a Geologist with more than 30 years of experience in the Australian and international mining industry. Chris brings significant expertise and experience in project development, which includes the tin industry. His vast previous experience includes 3 years as Exploration and Projects Manager at the Renison tin operation in Tasmania. (Renison is one of the world's largest underground tin mining and processing operations). Chris was also closely involved investigating processing options for the reprocessing of the Renison tailings project.

Duncan Cornish - Chief Financial Officer and Company Secretary

Mr Cornish is a Chartered Accountant with significant experience as public company CFO and Secretary, focused on junior resource companies, as well as financial, administration and governance.

Mr Cornish is an accomplished and highly efficient corporate administrator and manager. Duncan has more than 20 years' experience in the accountancy profession both in England and Australia, mainly with the accountancy firms Ernst & Young and PricewaterhouseCoopers.

He has extensive experience in all aspects of company financial reporting, corporate requiatory and governance areas, business acquisition and disposal due diligence, capital raising and company listings and company secretarial responsibilities, and serves as corporate secretary and chief financial officer of several Australian and Canadian public companies.

Mr. Cornish holds a Bachelor of Business (Accounting) and is a member of the Australian Institute of Chartered Accountants.

5. Effect of the Offer on the Company

$5.1$ Financial position

To illustrate the effect of the issue on the Company, the pro-forma consolidated balance sheet has been prepared based on the reviewed balance sheet as at 31 December 2016.

The pro-forma balance sheet shows the effect of the Offers as if the Offers are fully subscribed and as if the Offers (under this Prospectus) had been made on 31 December 2016.

The accounting policies adopted in preparation of the pro-forma consolidated balance sheet are consistent with the policies adopted and as described in the Company's financial statements for the year ended 30 June 2016. The balance sheet for the half year ended 31 December 2016 was prepared in accordance with the same policies.

The significant effects of the Offers (assuming the Offers are fully subscribed and no Existing Options are exercised) as well as the Placement will be to:

$(a)$ increase cash reserves by approximately \$1,598,721 comprising:
$(1)$ \$600,000 raised from the Placement less Placement costs of \$41,000; and
$(2)$ \$1,423,947 raised from the full take up of the Rights Issue less \$272,227 being the Chairman Andrew Greig's Entitlement being used to reduce his loan to the Company pursuant to the debt conversion facility and less cash expenses of the Offers which are estimated to be \$112,000);
$(b)$ increase the number of issued Shares by 337,324,456 to 1,186,622,279 and increase Issued Capital by \$1,870,947 being the New Shares issued under the Placement and Entitlement Issue (together \$2,023,947) less the combined costs of the Placement and the Offers of \$153,000; and
increase the number of Options on issue by 337,324,456 to 357,624,456, assuming 1 $(c)$ New Option is issued for each 1 New Share issued.

If an Eligible Shareholder does not take up their Entitlement in full it will result in their percentage holding in the Company being diluted by the Offers.

	31 Dec 2016 Actual	Adjustments Pro-forma	31 Dec 2016 Pro-forma
	\$	3	Ş
CURRENT ASSETS
Cash and cash equivalents	342,288	1,598,721	1,941,009
Trade and other receivables	303		303
Other current assets
Total Current Assets	342,591	1,598,721	1,941,312

NON-CURRENT ASSETS

Exploration and evaluation assets	4,805,268		4,805,268
Plant and equipment	4,246		4,246
Other Non-Current assets	6,000	$\qquad \qquad \blacksquare$	6,000
Total Non-Current Assets	4,815,514		4,815,514
TOTAL ASSETS	5,158,105	1,598,721	6,756,826
CURRENT LIABILITIES
Trade and other payables	65,634		65,634
Loan - related party	530,658	(272, 227)	258,431
Total Current Liabilities	596,292	(272, 227)	324,065
TOTAL LIABILITIES	596,292	(272, 227)	324,065
NET ASSETS	4,561,813	1,870,948	6,432,761
EQUITY
Issued capital	12,843,114	1,870,948	14,714,062
Reserves	261,300		261,300
Accumulated losses	(8,542,601)		(8, 542, 601)
TOTAL EQUITY	4,561,813	1,870,948	6,432,761

$5.2$ Impact of the exercise of New Options by Andrew Greig

As noted above, the Company's Chairman Andrew Greig will also exercise all of his New Options issued pursuant to the Rights Issue Offer, subject to compliance with the Corporations Act (see sections 7.11 and 7.12). The exercise price payable by Andrew Greig on exercise of those New Options will be set off against the existing loan which is payable by the Company to Andrew Greig. As such, the effects of this Option exercise on the financial position of the Company will be:

$(a)$ no change in cash reserves as the exercise price for the 45,371,137 New Options (\$0.006 each, totalling \$272,227) will be offset against Andrew Greig's loan by the same amount:
$(b)$ decrease in the balance of the loan owing by the Company to Andrew Greig, in the amount of the Option exercise price (\$272,227);
increase the number of issued Shares by 45,371,137 to 1,231,993,415 (which $(c)$ assumes the Rights Issue is fully subscribed); and
decrease the number of Options on issue by 45,371,137 to 312,253,319 (which $(d)$ assumes the Rights Issue is fully subscribed).

$5.3$ Capital structure

The share capital structure of Elementos immediately following the Placement and the Offers, on the basis that the Offers are fully subscribed (excluding rounding of Entitlements), will be as follows (before allowing for the exercise of New Options by Mr Andrew Greig under the operation of the Undertaking):

Shares
	Number	$\%$
Ordinary Shares on issue at the date of this Prospectus (including 100,000,000 Shares issued pursuant to the Placement)	949,297,823	75%
Maximum number of New Shares under Prospectus ¹	237,324,456	25%
Total:	1,186,622,279	100%
Options
	Number	$\frac{9}{6}$
Options on issue at the date of this Prospectus	20,300,000	5.68%
Placement Options	100,000,000	27.96%
Maximum number of New Options under the Rights Issue $11$	237,324,456	66.36%
Total:	357,624,456	100%

Notes:

If any of the Existing Options are exercised prior to the Record Date, additional New Shares will be issued under the Offers under this Prospectus. If all Existing Options on issue as at the date of this Prospectus were exercised prior to the Record Date, the Company's issued shares would increase resulting in a further 5,075,000 New Shares and 5,075,000 New Options being issued pursuant to this Prospectus. This would increase the Company's total Shares and Options on issue after completion of the Offer to 1,211,997,279 Shares and 342,399,456 Options (before the exercise of New Options by Mr Greig).

As noted above, the Company's Chairman Andrew Greig will also exercise all of his New Options issued pursuant to the Rights Issue Offer, subject to compliance with the Corporations Act (see sections 7.11 and 7.12). In the event that Andrew Greig exercised 45,371,137 New Options, the share capital structure of Elementos immediately following the Placement and the Offers, on the basis that the Offers are fully subscribed (excluding rounding of Entitlements), will be as follows:

Shares
	Number	%
Ordinary Shares on issue at the date of this Prospectus (including 100,000,000 Shares issued pursuant to the Placement)	949,297,823	77.05%
Maximum number of New Shares under Prospectus ¹	237, 324, 456	19.26%
Ordinary Shares issued to Mr Greig upon the exercise of New Options under the operation of	45,371,137	3.68%

Shares
	Number	$\%$
the Undertaking immediately following the Rights Issue Offer
Total:	1,231,993,415	100.0%
Options
	Number	$\%$
Options on issue at the date of this Prospectus	20,300,000	6.5%
Placement Options	100,000,000	32.03%
Maximum number of New Options under the Rights Issue (after excluding the number of New Options exercised by Mr Greig under the operation of the Undertaking immediately following the Offer) ¹	191,953,319	61.47%
Total:	312,253,319	100%

Notes:

If any of the Existing Options are exercised prior to the Record Date, additional New Shares will be $1₁$ issued under the Offers under this Prospectus. If all Existing Options on issue as at the date of this Prospectus were exercised prior to the Record Date, the Company's issued shares would increase resulting in a further 5,075,000 New Shares and 5,075,000 New Options being issued pursuant to this Prospectus. This would increase the Company's total Shares and Options on issue after completion of the Offer to 1,257,368,415 Shares and 297,028,319 Options (assuming the exercise of New Options by Mr Greig).

As at the date of this Prospectus, the Company has the following Existing Options on issue:

No of options issued	No of options vested	Holder/s	Exercise price	Expiry date
9,300,000	9,300,000	Director and ex- management	\$0.03	20 March 2018
1,000,000	1,000,000	Staff	\$0.012	31 July 2018
10,000,000	10,000,000	Management	\$0.0125	31 July 2018

The holders of the Existing Options are not entitled to participate in the Rights Issue Offer or the Additional Offer unless they are an Eligible Shareholder on the Record Date.

5.4 Potential Effect of the Offer on Control

The Rights Issue Offer is a pro-rata offer so that if all Eligible Shareholders take up their Entitlements and none of the Option Holders exercise their Existing Options and participate in the Offer, the voting power of all Eligible Shareholders will remain the same. In that event, there will be no actual or potential effect or consequences arising from the issue of New Shares pursuant to the Offers on the control of the Company. If an Eligible Shareholder does not take up their Entitlement in full it will result in their percentage holding in the Company being diluted by the Offer. Given the terms of the Rights Issue Offer, the maximum possible dilution from the issue of New Shares under the Prospectus to an Eligible Shareholder's interest in the Company would be 25%. Additionally, the Offer is not being extended to

Shareholders with registered addresses outside of Australia and New Zealand and the holdings of those Shareholders in the Company will be diluted by a maximum of 25% in the event that the Rights Issue Offer is fully subscribed.

While the final percentage interests held by Shareholders of the Company is entirely dependent on the extent to which they are Eligible Shareholders and to the extent to which the other Shareholders take up their Entitlements, the Company expects that the potential effect of the issue of New Shares under the Offer on the control of the Company will be minimal.

A substantial number of New Options may be issued pursuant to the Prospectus. While the initial issue of the New Options will not dilute the present interests of existing Shareholders, if holders of the New Options subsequently choose to exercise the New Options issued to them. this may affect the overall holding of existing Shareholders.

The substantial Shareholders are listed below in section 5.5. If these Shareholders are eligible to receive New Shares or New Options it may affect their overall percentage shareholding. The final percentage interests held by Shareholders of the Company is entirely dependent on the extent to which the Shareholders and Investors (to the extent that there is any Shortfall) participate in the Offers and subsequently exercise the New Options.

$5.5$ Details of substantial holders

The following are details of those Shareholders who hold more than 5% of the Shares prior to the date of this Prospectus:

Substantial Holder	Present Number of Shares	$\%$
Andrew Greig	181.484.546	19.1%
Jervois Mining Limited	80,000,000	8.4%
Bourse Securities Pty Ltd	67,366,667	7.1%
James Calaway (and associates)	60.020.768	6.3%

As noted below and in section 7.11, Mr Greig has given the Undertaking to the Company to take up its Entitlements under the Offer and to also immediately exercise the New Options received by it under the Offer, subject to the Corporations Act. In addition, Jervois Mining Limited has given an undertaking to take up their Entitlements under the Offers. See below and section 7.11 for further details.

Mr Andrew Greig is the largest shareholder of the Company and has given the Undertaking to the Company to take up his Entitlement under the Rights Issue Offer and to immediately following completion of the Offer exercise his allocation of 45,371,137 New Options received under the Offer, subject to the Corporations Act. Mr Greig presently has a 19.1% shareholding in the Company and as a result of the acceptance of his Entitlements he will increase his interest in the Company to a maximum of 22.3% if only Mr Greig and the Placement Recipients participate in the Rights Issue Offer (and before the exercise by Mr Greig of his New Options).

If the Rights Issue Offer is fully subscribed, Mr Greig will be able to immediately exercise all of the New Options received by him from taking up his Entitlement which will increase his voting power in the Company to 22.1%.

Under the operation of the "creep rule" under item 9 of section 611 of the Corporations Act, Mr Greig is presently entitled to increase his interest in the Company to not more than 24.4% (based upon the shareholding of Mr Greig on 3 January 2017). Therefore, if the Rights Issue

Offer is not fully subscribed, the extent to which Mr Greig will initially be able to exercise the New Options received by him under the Offer will be limited to that number which will not result in his voting power in the Company exceeding 24.4%. Mr Greig will then exercise any remaining New Options at such times as he is able to do so in compliance with the Corporations Act.

Jervois Mining Limited presently has a 8.4% shareholding in the Company and as a result of the acceptance of its Entitlements it will increase its interest in the Company to a maximum of 9.8% if only Mr Greig and the Placement Recipients (which includes Jervois Mining Limited) participate in the Rights Issue Offer (and before the exercise by Mr Greig of his New Options).

Shareholder	Shares	% issued capital
Andrew Greig	181,484,546	19.1%
Jervois Mining Limited	80,000,000	8.4%
Bourse Securities Pty Ltd	67,366,667	7.1%
James Calaway*	60,020,768	6.3%
MD & C Adams	27,299,095	2.9%
Calvin Treacy*	26,850,004	2.8%
Sixth Erra Pty Ltd	22,182,605	2.3%
C J & A C Staples*	19,242,428	2.0%
1514341 Ontario Inc	17,200,000	1.8%
JD & EL Jeffery	17,000,000	1.8%
Kokong Holdings Pty Limited	16,768,693	1.8%
William Goodall	16,659,095	1.8%
Phillip Berry	16,544,748	1.7%
Chris Dunks*	15,750,004	1.7%
J P Morgan Nominees Australia Limited	13,333,421	1.4%
Neil Stuart*	11,854,493	1.2%
Richard Seville and Associates Pty Ltd	11,340,087	1.2%
Homeminster Pty Ltd	10,531,303	1.1%
One Managed Invt Funds Ltd	10,000,000	1.1%
Damien Wills	6,500,000	0.7%
Top 20	647,927,957	68.3%
Other	301,369,866	31.7%
TOTAL	949,297,823	100.0%

The top 20 Shareholders of the Company as at 30 June 2017 are as follows:

*includes associated entities

6. Risk factors

$6.1$ Introduction

There are risks which may impact on the operating and financial performance of the Group and, therefore, on the value of the New Shares and New Options offered under this Prospectus. Some of these risks can be mitigated by the Group's systems and internal controls, but many are outside of the control of the Group and the Board. There can be no guarantee that the Company will achieve its stated objectives or that any forward-looking statements will eventuate. An investment in a business with limited operating history, such as Elementos, is considered speculative and an investor could lose most or all of any investment. There are also general risks associated with any investment in shares.

More specifically, the risks are that:

the price at which the Applicant is able to sell the New Shares or the New Options is $(a)$ less than the price paid due to changes in market circumstances;
the Applicant is unable to sell the New Shares or the New Options; $(b)$
$(c)$ the Company is placed in receivership or liquidation making it reasonably foreseeable that Shareholders could receive none, or only some of their initial investment; and
$(d)$ the Company fails to generate sufficient profit in order to pay dividends.

In the event of insolvency, the holders of fully paid ordinary shares would not normally be liable to pay money to any person. An exception could occur where a distribution, such as a dividend, has been made to Shareholders in circumstances where the Company was unable at that time to meet the solvency test set out in the Corporations Act. In that case, a liquidator may call for a return of such distributions.

Potential investors should therefore carefully consider all associated risks before applying for New Shares and New Options under this Prospectus and should consider their personal circumstances (including financial and taxation issues) and seek advice from their stockbroker, accountant, solicitor or other professional advisers before deciding whether to invest.

A number of material risk factors which may adversely affect the Group and the value of the New Shares and the New Options offered under this Prospectus are set out in this section. This is not an exhaustive list and there may be other factors which have an adverse effect on the Group and the value of the New Shares and the New Options offered under this Prospectus.

$6.2$ General Risks

The New Shares and the New Options that are to be issued pursuant to this Prospectus are speculative because of the nature of the business of the Company. The Company has interests in the mineral exploration industry which is highly speculative and no assurances can be made that the Company's particular interests or projects will be successful.

A summary of the major general risks are described below:

Dilution $(a)$

Shareholders should be aware that to the extent that they do not accept their Entitlements in full, a Shortfall will arise and all or part of any Shortfall may be placed by the Company to other parties in which case their interest in the Company may be significantly diluted (see section 5.4 for further details). Further the Rights Issue Offer

is not being extended to Shareholders with registered addresses outside of Australia and New Zealand and the holdings of those Shareholders in the Company will be diluted by the Offer. Given the terms of the Rights Issue Offer, the interests of a Shareholder in the Company may be diluted by up to 25% in the event that they are not eligible to participate or elect not to accept their Entitlement in full if the Rights Issue Offer is fully subscribed or alternatively, any Shortfall is fully placed.

The Company intends to actively work to secure commitments to place, and subsequently to place, any Shortfall of New Shares or the New Options not subscribed for by Eligible Shareholders.

$(b)$ Share Market Risk

The market price of listed securities can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration companies in particular. The New Shares and the New Options carry no guarantee in respect of profitability, dividends, return on capital, or the price at which they may trade on the ASX.

There are a number of factors (both national and international) that may affect the share market price and neither the Company nor its Directors have control of those factors.

General Economic Conditions $(c)$

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that economic climate include the general level of economic activity, interest rates, inflation, supply and demand, industrial disruption and other economic factors. The price of commodities will also be of particular relevance to the Company. These factors are beyond the control of the Company and the Company cannot, with any degree of certainty, predict how they will impact on the Company.

$(d)$ Share price fluctuations

The market price of the Company's securities will be subject to varied and often unpredictable influences in the share market. Both domestic and world economic conditions may affect the performance of the Company. Factors such as the level of industrial production, inflation and interest rates impact all commodity prices.

$(e)$ Legislative change

Changes in government regulations and policies may adversely affect the financial performance or the current and proposed operations generally of the Company.

$(f)$ Unforeseen expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

6.3 Risks specific to an investment in the Company

In addition to the general market and economic risks noted in section 6.2, Applicants should be aware of risks specific to an investment in the Company, which may include, but are not limited those risks described below.

$(a)$ Exploration Risk

By its nature, the business of exploration is a highly speculative endeavour and involves significant risks. The Company's performance depends on the successful exploration and/or acquisition of Resources or Reserves, competent operational management and efficient financial management. The Company undertakes sampling, geophysics and drilling programs, and the outcomes of these programs will dictate the future performance of the Company. Further, the nature of exploration can sometimes result in industrial accidents and other incidents beyond the control of the Company.

There can be no assurances that the Company's exploration programs described in this Prospectus or those relating to any projects or tenements that the Company may acquire in the future, will result in the discovery of a significant mineral target. Even if a significant target is identified, there is no guarantee that it will be viable for economic exploitation.

Ultimate success depends on the discovery and delineation of economically recoverable mineral Resources, establishment of efficient exploration operations, obtaining necessary titles and access to projects, as well as government and other regulatory approvals.

The exploration and mining activities of the Company may be affected by a number of factors, including but not limited to geological conditions, seasonal weather patterns, technical difficulties and failures, continued availability of the necessary technical equipment, plant and appropriately skilled and experienced technicians, adverse changes in government policy or legislation and access to the required level of funding.

$(b)$ Additional Requirements for Capital

The Company's capital requirements depend on numerous factors. Depending on the outcome of the Company's exploration programs, in particular the geophysics and drilling proposed to be undertaken at the Cleveland project in Tasmania, the Company will require further financing in addition to amounts raised under this Prospectus. Any additional equity financing will dilute shareholdings and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs. In addition, the Company's ability to continue as a going concern may be diminished. There is no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company and such circumstances will adversely affect the Company.

$(c)$ Feasibility and Development Risks

Given the stage of the Company's projects, there will be a complex, multidisciplinary process to be undertaken to complete a feasibility study to support any development proposal. There is a risk that the feasibility study and associated technical works will not achieve the results expected. There is also a risk that even if a positive feasibility study is produced, the project may not be successfully developed for commercial or financial reasons.

$(d)$ Exploration Targets

The geological characteristics of the Company's exploration targets appear to have similar characteristics to locations where established exploration and mining operations are being successfully conducted. Similarity of geological characteristics is not determinative of any similarity in actual mineral Resources. Whilst those characteristics may encourage explorers like the Company to commit expenditure to drilling programs, it must be appreciated that a substantial and real risk still exists that no viable Resource will be identified. As such, it is important that geological similarities be appreciated in the context that they only provide an indication rather than any determinative evidence of any viable outcome.

$(e)$ Changes in Laws and Regulations

Changes in Australian laws and regulations will have a significant effect on the Company's exploration operations, especially changes to environmental, mining, grant or renewal of concessions and taxation.

The political conditions under which the Company currently operates are stable compared to many areas of the world. Potential risk to the Company's activities may arise if there are changes to the political, legal and fiscal systems which might affect the ownership and operation of the Company's projects. This may also include changes in government and in legislative and regulatory regimes.

$(f)$ Future Government Actions

Future government actions concerning the economy or the operation and regulation of the mining industry could have a significant effect on the Company. No assurances can be given that the Company will not be adversely affected by any future developments in countries in which it operates.

$(g)$ Contractors

The Company is dependent on contractors and suppliers to supply vital services to its operations. The Company is therefore exposed to the possibility of adverse developments in the business environments of its contractors and suppliers. Any disruption to services or supply may have an adverse effect on the financial performance of the Company.

$(h)$ Reliance on Key Personnel

In formulating its exploration programs, the Company relies to a significant extent upon the experience and expertise of the Directors and management.

These persons possess knowledge of many of the Company's tenements through extensive personal experience of prospecting in those areas.

Although information concerning the Company's tenements has been chronicled, the loss of one or more of these key personnel may adversely affect the Company's prospects of pursuing its exploration programs within the timeframes and within the cost structure currently envisaged.

Although the key personnel have considerable experience and have previously been successful in their pursuits of important prospecting discoveries, there is no guarantee or assurance that they will be successful in their objectives pursuant to this Company.

$(i)$ Employees

The ability of the Company to achieve its objectives depends on being able to retain certain key employees, skilled operators and tradespeople. Whilst the Company has entered into employment contracts with key employees, the retention of their services cannot be quaranteed. The loss of key employees or skilled operators and tradespeople could significantly affect the performance of the Company's operations.

$(j)$ Tenements

A failure to adhere to the statutory expenditure requirements in relation the Company's current or future mineral tenements will, unless an exemption is granted, make one or more of the tenements subject to possible forfeiture and the loss by the Company of the associated rights to the tenements.

$(k)$ Native Title, Aboriginal Heritage and Heritage

The Native Title Act 1993 (Cth) recognises certain rights of indigenous Australians over land where those rights have not been extinguished. These rights, where they exist, may impact on the ability of the Company to carry out exploration and in future, mining activities, or obtain exploration or mining licences in Australia. In applying for licences over crown land, the Company must observe the provisions of Native Title legislation.

In carrying out exploration and/or mining operations, the Company must observe Native Title legislation (where applicable), Aboriginal heritage legislation and heritage legislation which protects sites and objects of significance and these may delay or impact adversely on the Company's operations in Australia.

$(1)$ Tenure and Access

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for renewal of tenements will be approved.

The Company's project is subject to numerous specific legislative conditions. The renewal of the term of a granted tenement in Australia is subject to discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company's projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

Shareholders should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for the New Shares or the New Options.

7. Additional information

$7.1$ Transaction specific prospectus

Elementos is a disclosing entity and therefore subject to regular reporting and disclosure obligations under the Corporations Act. Under those obligations, the Company is obliged to comply with all applicable continuous disclosure and reporting requirements in the ASX Listing Rules.

This Prospectus is issued under section 713 of the Corporations Act. This section enables disclosing entities to issue a prospectus in relation to securities in a class of securities which has been quoted by ASX at all times during the three months before the date of the Prospectus or options to acquire such securities. Apart from formal matters this Prospectus need only contain information relating to the terms and conditions of the Offers, the effect of the Offers on the Company and the rights and liabilities attaching to the New Shares and New Options.

Copies of the documents lodged by the Company with ASIC may be obtained from, or inspected at an office of ASIC.

The Company will provide a copy of any of the following documents, free of charge, to any person who asks for a copy of the document before the Closing Date in relation to this Prospectus:

$(a)$ annual financial report for the period ending 30 June 2016;
$(b)$ reviewed half-yearly financial statements for the Company for the period ending 31 December 2016; and
any other financial statements lodged in relation to the Company with ASIC and any $(c)$ continuous disclosure notices given by the Company to ASX, in the period starting immediately after lodgement of the annual financial report for the Company for the period ended 30 June 2016 and ending on the date of lodgement of this Prospectus with ASIC.

$7.2$ ASX Information and Share Information

The ASX Announcements that the Company has made since 29 September 2016 are set out in Appendix A of this Prospectus. Copies of ASX announcements made by the Company may be obtained on the ASX website or the Company's website: www.elementos.com.au.

The highest and lowest prices of shares in the Company on the ASX in the six month period before the date of this Prospectus and the respective dates of those sales are set out below.

	High	Low	Volume weighted average
	(cents)	(cents)	(cents)
One month	L O	0.6	0 78
Three months	l ()	0.6	0.78
Six months		1.6	በ 7ጸ

The last market sale price of Shares as at 30 June 2017 was \$0.009.

The issue price of the New Shares of \$0.006 represents a discount of 33.3% to the last market price of Shares on 30 June 2017, being the last trading day before lodgement of this Prospectus.

$7.3$ Rights and liabilities attaching to New Shares

The rights attaching to ownership of the New Shares are set out in the Company's Constitution, a copy of which is available for inspection at the registered office of the Company during business hours. The following is a summary of the principal rights of holders of the New Shares, subiect to any special rights attaching to any class of share at a future time. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company's Shareholders.

$(a)$ Share Capital

All issued Shares rank equally in all respects.

$(b)$ Voting Rights

At a general meeting of the Company, every Shareholder present in person, by an attorney, representative or proxy, has one vote on a show of hands and on a poll, one vote for every Share held, and for every partly paid share held (at present there are none), a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the contributing Share. Where there is an equality of votes, the chairperson does not have a casting vote.

$(c)$ Dividend Rights

Subject to the rights of holders of shares issued with any special or preferential rights (at present there are none), the profits of the Company which the Directors of the Company may from time to time determine to distribute by way of dividend, are divisible among the Company's Shareholders in proportion to the Shares held by them respectively, according to the amount paid up or credited as paid up on them.

$(d)$ Rights on Winding Up

If, on a winding up of the Company, there remains a surplus, that surplus will, subject to the terms of issue of each share, the Corporations Act, the Listing Rules and any agreement between a member and the Company to the contrary, be divided amongst the members in proportion to the amounts paid up on their Shares.

$(e)$ Transfer of Shares

Generally, Shares may be transferred in accordance with the Corporations Act, the Listing Rules and the ASX Settlement Operating Rules. The Directors of the Company may refuse to register a transfer of Shares were permitted or required to do so by the Corporations Act, the Company's Constitution, the Listing Rules or the ASX Settlement Operating Rules.

Sale of Small Holdings $(f)$

The Company may take steps in respect of non-marketable holdings of Shares in the Company to effect an orderly sale of those Shares in the event that holders do not take steps to retain their holdings.

The Company may only take steps in relation to small holdings in accordance with the Company's Constitution and the Listing Rules.

$(q)$ Calls on Shares

Where shares are issued as partly paid, the Directors of the Company may make calls upon the holders of those shares to pay the whole of or a portion of the balance of the issue price. If a Shareholder fails to pay a call or instalment of a call, then subject to the Corporations Act and Listing Rules, the shares the subject of the call may be forfeited and interest and expenses may be payable in accordance with the Company's Constitution, the Corporations Act and Listing Rules or proceedings taken to recover the amount unpaid.

$(h)$ No Calls on Shares

As all Shares are fully paid, they are not subject to any calls for money by Directors of the Company and will therefore not become liable to forfeiture.

$(i)$ Further Increases in Capital

The allotment and issue of any new Shares is under the control of the Directors and, subject to any restrictions on the allotment of Shares imposed by the Company's Constitution, Listing Rules or the Corporations Act, the Directors of the Company may allot, issue or grant options over or otherwise dispose of those Shares to such persons, with such rights or restrictions as they may from time to time determine.

$(i)$ Variation of Rights Attaching to Shares

Where Shares of different classes are issued, the rights attaching to the Shares of a class (unless otherwise provided by their terms of issue) may only be varied by a special resolution passed at a separate general meeting of the holders of those Shares of that class, or with the written consent of the holders of at least three quarters of the issued Shares of that class

$(k)$ General Meeting

Each Shareholder will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Company's Constitution, the Corporations Act and Listing Rules.

$(1)$ Alteration of Constitution

The Constitution of the Company can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at a general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution, must first be given to Shareholders.

$(m)$ ASX Listing Rules

For so long as the Company is admitted to the Official List of ASX, then despite anything in the Constitution of the Company, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Company's Constitution prevents an act being done if the Listing Rules require the act to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If a provision of the Company's Constitution becomes inconsistent with the Listing Rules, the Company's Constitution is deemed not to contain that provision to the extent of that inconsistency.

For more particular details of the rights attaching to ordinary shares in the Company, investors should refer to the Constitution of the Company.

$7.4$ Rights and Liabilities of the New Options

The New Options will be issued on the following terms and conditions:

Consideration

The New Options are issued as part of the Offers (excluding the Placement Option Offer) on the basis of 1 New Option for each New Share issued. No further consideration other than the payment of the Offer Price will be payable by Eligible Shareholders of Applicants for the New Options.

Terms of Exercise

The exercise price of each New Option is \$0.006 (Exercise Price).

The New Options will expire on 30 June 2018 (Expiry Date).

Subject to and conditional upon any adjustment in accordance with the conditions set out below, each New Option entitles the holder to subscribe for one fully paid Share upon payment of the Exercise Price prior to the Expiry Date.

The New Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the Exercise Price per New Option to the Company at any time on or after the date of issue and allotment of the New Options, on or before the Expiry Date.

On the valid exercise of the New Options and payment of the Exercise Price, the Company will issue Shares ranking pari passu with the then issued Shares.

Transferability

The New Options are transferable, however, will be unlisted.

Rights to participate

Holders of New Options do not have any right to participate in new issues of securities in the Company made to Shareholders generally. The Company will, where required pursuant to the Listing Rules, provide holders of New Options with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the New Options, in accordance with the requirements of the Listing Rules.

Holders of New Options do not participate in any dividends unless the New Options have been exercised and the resultant Shares are issued prior to the record date to determine entitlements to the dividend.

Reconstructions

In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

the number of New Options, the Exercise Price, or both will be reconstructed (as $(a)$ appropriate) in a manner consistent with the Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of New Options which are not conferred on shareholders; and

$(b)$ subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the New Options will remain unchanged.

Pro rata issues

If there is a pro rata issue (except a bonus issue), the Exercise Price may be reduced according to the following formula:

$Oⁿ = O - E [P-(S + D)]$

$N + 1$

Where:

$O^{n}$ = the new exercise price of the New Option;
$\Omega$ = the old exercise price of the New Option;
= the number of underlying securities into which one New Option is exercisable; E
P the average market price per security (weighted by reference to volume) of the $=$ underlying securities during the five trading days ending on the day before the ex right date or the ex entitlements date:
S = the subscription price for a security under the pro rata issue;
dividend due but not yet paid on the existing underlying securities (except those to be D $=$ issued under the pro rata issue);
$N$ the number of securities with rights or entitlements that must be held to receive a right $\equiv$ to one new security.

Bonus issues

If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which the New Options is exercisable may be increased by the number of Shares which the holder of the New Options would have received if the New Options had been exercised before the record date for the bonus issue.

The terms of the New Options may only be changed if holders (whose votes are not to be disregarded) of Shares in the Company approve of such a change. However, the terms of the New Options must not be changed to reduce the Exercise Price, increase the number of New Options or change any period for exercise of the New Options.

Quotation

The Company will not make an application to ASX for quotation of the New Options.

Application will be made for quotation of the Shares issued upon exercise of New Options.

$7.5$ Constitution

The Constitution is in a form common to public companies in Australia and was adopted by the Company on 22 December 2009.

The Company will provide a copy of the Constitution to any Shareholder upon request, free of charge.

7.6 Corporate Governance

The Company has adopted a Corporate Governance Charter which can be obtained, at no cost, from the Company's registered office and is also available on the Company's website: www.elementos.com.au.

The Company has established an Audit and Risk Management Committee. The Company has not established any other Board committees to assist the Board in exercising its authority.

The Company reports on its compliance with the recommendations made by the Corporate Governance Principles and Recommendations in its annual report. Where the Company's corporate governance practices do not correlate with the practices recommended by the ASX Corporate Governance Council, the Company is working towards compliance however it does not consider that all practices are appropriate for the Company due to the size and scale of the Company operations.

$7.7$ Directors' interests

The nature and extent of the interest (if any) that any of the Directors of the Company holds, or held at any time during the last two years in:

$(a)$ the formation or promotion of the Company;
property acquired or to be acquired by the company in connection with: $(b)$
$(1)$ its formation or promotion:
$(2)$ the Offers: or
$(c)$ the Offers.

is set out below or elsewhere in this Prospectus.

Other than as set out below or elsewhere in this Prospectus, no one has paid or agreed to pay any amount, and no one has given or agreed to give any benefit to any director or proposed director:

$(a)$ to induce them to become, or to qualify as, a Director of the Company; or
$(b)$ for services provided by a director in connection with:
$(1)$ the formation or promotion of the Company; or
$(2)$ the Offers

Set out below are details of the interest of the Directors in the securities of the Company immediately prior to lodgement of the Prospectus with the ASIC. Interest includes those securities held directly and indirectly. The table does not take into account any New Shares or New Options the Directors may acquire under the Offers.

Director	Number of Shares	Number of Options	Exercise price	Expiry date	Number of Options Vested
Andrew Greig	181,484,546	Nil	n/a	n/a	n/a

Christopher Dunks	15,750,004	Nil	n/a	n/a	n/a
Calvin Treacy	26,850,004	6,200,000	\$0.03	20 March 2018 6,200,000
Corey Nolan	3,853,400	Nil	n/a	n/a	n/a

In addition, the Directors may participate in the Rights Issue Offer if they are Eligible Shareholders. As outlined in section 7.11, Mr Andrew Greig has undertaken to take up his Entitlements under the Rights Issue Offer and to exercise, subject to the requirements of the Corporations Act, the New Options that he receives under the Rights Issue Offer. Further details regarding the intentions of the Directors in respect of their Entitlements are set out in section 1.10.

$7.8$ Directors Fees

Each of Andrew Greig, Calvin Treacy and Corey Nolan are non-executive Directors. Christopher Dunks is an executive Director.

The total maximum remuneration of non-executive Directors is set by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed \$250,000 per annum.

A Director may be paid fees or other amounts (i.e. non-cash performance incentives such as options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors

Set out below is the remuneration paid to the current Directors of the Company and their associated entities for the past three years.

Directors' remuneration for the financial year ended 30 June 2017 (unaudited):

Director	Salary/Fees	Superannuation	Total
Andrew Greig
Christopher Dunks	\$72,093		\$72,093
Calvin Treacy	\$22,831	\$2,169	\$25,000
Corey Nolan	\$22,831	\$2,169	\$25,000

Directors' remuneration for the financial year ended 30 June 2016 (audited):

Director	Salary/Fees	Equity Settled	Total
		Shares
Andrew Greig
Christopher Dunks	16.664		16.664

Calvin T reacy	24,221	-	2,301	26.522
Corey Nolan	24,221		2.301 _________	26.520

Directors' remuneration for the financial year ended 30 June 2015 (audited):

Director	Salary/Fees	Equity Settled Shares	Superannuation	Total
Andrew Greig	n/a	n/a	n/a	n/a
Christopher Dunks	n/a	n/a	n/a	n/a
Calvin Treacy	217,422		15,449	232,871
Corey Nolan	20,696	18.510	3.725	42,931

The Board considers that these fees are reasonable remuneration pursuant to section 211 of the Corporations Act and accordingly, member approval is not required.

7.9 Related party transactions

From time to time the Company may be party to transactions with related parties including:

employment and service arrangements; and $(a)$
$(b)$ payment of Directors fees.

The Company believes that it has made appropriate disclosure of past related party transactions and other than any further disclosure specifically set out below or made elsewhere in this Prospectus does not intend to make any further disclosure of such transactions which transactions will have either proceeded on an "arms length" basis, reasonable remuneration basis or been approved by shareholders in general meeting.

The Company discloses the following transactions with related parties which have either proceeded on an "arms length" or reasonable remuneration basis or have been approved by Shareholders in general meeting. The transactions are:

Services Agreement with Corporate Administration Services Pty Ltd and Duncan $(a)$ Cornish for the provision of Duncan Cornish to act as CFO and Company Secretary;
$(b)$ Executive Director agreement with Chris Dunks and payment of director fees to him, currently in the amount of \$73,000 per annum:
Non-Executive Director agreements with Andrew Greig, Calvin Treacy and Corey $(c)$ Nolan and payment of directors fees to Non-Executive Directors (noting that Andrew Greig has chosen to not accept a director fee);
$(d)$ issue of Options to Mr Treacy approved at the Extraordinary General Meeting of Shareholders on 20 February 2014; and
issue of Shares to Directors pursuant to offers made available to existing shareholders $(e)$ under a rights issue conducted in July 2014;
$(f)$ a private placement of 17,484,545 Shares at an issue price of \$0.0055 to Mr Andrew Greig in December 2016 on terms offered to other non-related investors and as

approved by Shareholders at the annual general meeting held on 29 November 2016: $and$

$(q)$ the issue of shares from October 2014 through to March 2015 to Directors under the Director Fee and Remuneration Sacrifice Plan approved at the Annual General Meeting of the Company on 8 October 2013, which shares were issued at an issue price of the volume weighted average price over the 5 trading days before the issue of each tranche of shares.

The Board considers that the remuneration and benefits under (a) to (c) are reasonable remuneration pursuant to section 211 of the Corporations Act or in the case of (e) and (f) are on arm's length commercial terms and accordingly, member approval is not required. The other related party transactions outlined above were approved by Shareholders.

$7.10$ Payment of Non-Executive Director fees

Each of the Non-Executive Directors of the Company (being Calvin Treacy and Corey Nolan) are entitled to be paid directors' fees in the amount of \$25,000 (including superannuation) per annum. Andrew Greig has chosen to not accept a director fee.

The Board considers that these fees are reasonable remuneration pursuant to section 211 of the Corporations Act and accordingly, member approval is not required.

$7.11$ Undertakings by Mr Andrew Greig, Jervois Mining Limited and other Placement Recipients

Mr Andrew Greig (a director of the Company) has provided an irrevocable undertaking to the Company to:

take up his Entitlement under the Rights Issue Offer (comprising 45,371,137 New $(a)$ Shares and 45,371,173 New Options) via the use of the debt conversion facility available under the Rights Issue Offer; and
within seven days following the issue of the New Options, give notice to the Company $(b)$ for the exercise of all of the New Options received (comprising 45,371,173 New Options) with the exercise price of those New Options to be paid by way of conversion of part of the debt owned by the Company to Mr Greig.

These undertakings are subject only to the extent that the acceptance of the Entitlement or the exercise of the New Options will not allow Mr Greig to obtain voting power in the Company in contravention of the takeover provisions in Chapter 6 of the Corporations Act. To the extent that the acceptance of the Entitlement or the exercise of the New Options is so limited. Mr Greig has undertaken that he will exercise the balance of the New Options he receives immediately that he becomes able to do so in a manner permitted by the Corporations Act.

Under placement letters with the Company in relation to the Placement, Jervois Mining Limited and the other Placement Recipients have undertaken to take up their Entitlements arising by way of completion of the Placement prior to the Record Date.

7.12 Loan Deed with Mr Andrew Greig

The Company executed a loan deed with the Company's Non-Executive Chairman Mr Andrew Greig, a related party, on 23 December 2015, on the following key terms:

$(a)$ A loan amount of \$500,000:
$(b)$ A loan term of 2 years;
$(c)$ Interest rate of 6.0%:
$(d)$ An unsecured loan;
No conversion rights available: $(e)$
$(f)$ No requirements to repay principal or pay interest during the loan term; and
$(q)$ To be repayable by the Company at any time during the loan term.

On 24 February 2017, the Company and Mr Greig agreed to extend the repayment date of the loan to 31 December 2018. All other terms and conditions of the loan remain unchanged.

By the Undertaking detailed in section 7.11, Mr Greig has undertaken that payment of the exercise price for his New Options immediately after the Offers will be by way of offset against the Loan so that the Loan is further reduced by the exercise of those New Options. The Company has agreed that upon receipt of the notice of exercise of those New Options from Mr Greig, it will facilitate the reduction of the Loan as a result of the exercise of those New Options by its ability to make early repayment of the Loan by way of offset.

$7.13$ Interests of experts and advisers

This section applies to persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, promoters of the Company and stockbrokers or arrangers (but not subunderwriters) to the Offer (collectively Prescribed Persons).

Other than as set out below or elsewhere in this Prospectus, no Prescribed Person has, or has had in the last two years, any interest in:

$(a)$ the formation or promotion of the Company;
$(b)$ any property acquired or proposed to be acquired in connection with the formation or promotion of the Company or the Offers; or
$(c)$ the Offers of New Shares and New Options under this Prospectus.

Other than that as set out below or elsewhere in this Prospectus, no benefit has been given or agreed to be given to any Prescribed Person for services provided by a Prescribed Person in connection with the:

$(a)$ formation or promotion of the Company; or
Offers of New Shares and New Options under this Prospectus. $(b)$

7.14 Subsequent events

There has not arisen, at the date of this Prospectus any item, transaction or event of a material or unusual nature not already disclosed in this Prospectus which is likely, in the opinion of the Directors of the Company to affect substantially:

$(a)$ the operations of the Company,
$(b)$ the results of those operations; or
$(c)$ the state of affairs of the Company.

7.15 Litigation

The Company is not engaged in any litigation which has or would be likely to have a material adverse effect on either the Company or its business.

7.16 Privacy

By submitting an Entitlement and Acceptance Form for New Shares you are providing to the Company personal information about yourself. If you do not provide complete and accurate personal information, your application may not be able to be processed.

The Company maintains the register of members of the Company through Boardroom Pty Limited an external service provider. The Company requires Boardroom Pty Limited to comply with the National Privacy Principles with performing these services. The Company's register is required under the Corporations Act to contain certain personal information about you such as your name and address and number of shares and options held. In addition, the Company collects personal information from members such as, but not limited to, contact details, bank accounts and membership details and tax file numbers.

This information is used to carry out registry functions such as payment of dividends, sending annual and half vearly reports, notices of meetings, newsletters and notifications to the Australian Taxation Office. In addition, contact information will be used from time to time to inform members of new initiatives concerning the Company.

The Company understands how important it is to keep your personal information private. The Company will only disclose personal information we have about you:

when you agree to the disclosure; $(a)$
when used for the purposes for which it was collected; $(b)$
when disclosure is required or authorised by law; $(c)$
to other members in the Elementos group of companies; $(d)$
to your broker; $(e)$
$(f)$ to external service suppliers who supply services in connection with the administration of the Company's register such as mailing houses and printers, Australia Post and financial institutions.

You have the right to access, update and correct your personal information held by the Company and Boardroom Pty Limited, except in limited circumstances. If you wish to access, update or correct your personal information held by Boardroom Pty Limited or by the Company please contact our respective offices.

If you have any questions concerning how the Company handles your personal information please contact the Company.

7.17 Expenses of the Offers

All expenses connected with the Offers are being borne by the Company. Total expenses of the Offers are estimated to be in the order of \$112,000.

7.18 Consents and disclaimers

Each of the parties referred to in this section:

$(a)$ does not make, or purport to make, any statement in this Prospectus other than those referred to in this section; and
$(b)$ to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Written consents to the issue of this Prospectus have been given and at the time of this Prospectus have not been withdrawn by the following parties:

HopgoodGanim Lawyers are acting as solicitors to the Offers and have performed work in relation to the Prospectus. In doing so, HopgoodGanim Lawyers have placed reasonable reliance upon information provided to them by the Company. HopgoodGanim Lawyers does not make anv statement in this Prospectus. In respect of this work, the Company estimates that it will pay approximately \$30,000 (excluding disbursements and GST) to HopgoodGanim Lawyers at the date of this Prospectus. HopgoodGanim Lawyers are the Company's Australian lawyers and are engaged from time to time by the Company on a variety of matters. Further amounts may be paid to HopgoodGanim Lawyers in accordance with its normal time based charges.

HopgoodGanim Lawyers has given and has not withdrawn its consent to be named in this Prospectus as lawyers to the Offers in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

Boardroom Pty Limited has given and, at the date of this Prospectus, has not withdrawn, its written consent to be named as Share Registrar in the form and context in which it is named. It has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registrar to the Company and has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

7.19 Directors' statement

This Prospectus is issued by Elementos Limited. Each Director has consented to the lodgement of the Prospectus with ASIC.

Signed on the date of this Prospectus on behalf of Elementos Limited by

Christopher Dunks Director

Definitions and glossary 8.

Terms and abbreviations used in this Prospectus have the following meaning:

Acceptance	An acceptance of Entitlements
Acceptance Money	The Offer Price multiplied by the number of New Shares accepted for
Additional Offer	The offer and issue of New Shares and New Options forming part of the Shortfall to Eligible Shareholders the subject of the Prospectus.
Additional Securities	Has the meaning given in section 1.9
Applicant	A person who submits an Entitlement and Acceptance Form or an Application Form
Application Form	An application form in respect of the Shortfall Offer or the Placement Option Offer in a form accompanying this Prospectus.
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited and the Australian Securities Exchange
ASX Listing Rules	The official listing rules of the ASX
ASX Settlement	ASX Settlement Pty Ltd
ASX Settlement Operating Rules	The operating rules of ASX Settlement
Board	The board of directors of Elementos
Business Day	A day, other than a Saturday, Sunday or public holiday, on which banks are open for general banking business in Brisbane
Closing Date	The closing date for each Offer as set out in section 2.3, subject to variation by the Company without notice.
Company or Elementos	Elementos Limited ACN 138 468 756
Constitution	The Constitution of the Company
Corporate Governance Principles and Recommendation	Corporate Governance Principles and Recommendation 3rd Edition initially released by the ASX Corporate Governance Council in March 2014
Corporations Act	Corporations Act 2001 (Cth)
Directors or Board	The Board of directors of Elementos from time to time
Eligible Shareholder	A shareholder of the Company that holds Shares in the Company on the Record Date with a registered address in Australia and New Zealand
Entitlement and Acceptance Form or Form	An entitlement and acceptance form in the form accompanying this Prospectus
Entitlements	The entitlement of Eligible Shareholders to accept New Shares and New Options under this Prospectus
Existing Options	All existing options to subscribe for Shares currently on issue as at the date of this Prospectus

Group	The Company and each of its wholly owned subsidiaries
Investors	Investors identified and selected by the Company to participate in the Shortfall Offer
Law	The Corporations Act or any relevant and applicable law in Australia
New Options	The new Options offered under this Prospectus
New Shares	The Shares offered under this Prospectus
Offers	The Rights Issue Offer, the Additional Offer, the Shortfall Offer and the Placement Option Offer and Offer means any of them.
Offer Price	\$0.006 for each New Share applied for
Official List	The official list of entities that ASX has admitted and not removed
Official Quotation	Quotation on the Official List
Opening Date	Tuesday, 11 July 2017
Option Holders	The holders of Options
Options	Options on issue in the Company from time to time
Placement	Has the meaning given in section 1.1
Placement Option Offer	The offer and issue of the Placement Options the subject of the Prospectus
Placement Options	The New Options to be issued to the Placement Recipients
Placement Recipients	Those investors who were issued new Shares pursuant to the Placement
Prospectus	This Prospectus dated 3 July 2017 as modified or varied by any supplementary prospectus made by the Company and lodged with the ASIC from time to time and any electronic copy of this prospectus and supplementary prospectus
Record Date	Thursday, 6 July 2017
Register	Company Register of Elementos
Rights Issue Offer	The offer and issue of the New Shares and New Options to Eligible Shareholders on a pro-rata non-renounceable basis the subject of the Prospectus
Securities	Has the same meaning as in section 92 of the Corporations Act
Share Registry or Boardroom	Boardroom Pty Limited
Shares	The ordinary shares on issue in Elementos from time to time
Shareholders	The holders of Shares from time to time
Shortfall	Those New Shares and New Options for which the Entitlement lapses
Shortfall Offer	The offer and issue of the New Shares and New Options forming part of the Shortfall to Investors the subject of the Prospectus.

Undertaking	Has the meaning given in section 7.11.
US Securities Act	The US Securities Act of 1933, as amended.

Appendix A

(ASX Announcements)

Date	Title of Announcement
30 June 2017	ASX Listing Rule 7.1A Disclosure
30 June 2017	Section 708A Notice and Appendix 3B
29 June 2017	Appendix 3B
29 June 2017	Capital Raising
1 June 2017	Presentation to London Tin Seminar
28 April 2017	Quarterly Cashflow Report
28 April 2017	Quarterly Activities Report
3 April 2017	Investor Presentation
28 March 2017	R&D Tax Refund Received
22 March 2017	MRT Approval for Exploration Drilling at Cleveland
13 March 2017	Corporate Update
2 March 2017	Half Yearly Report and Accounts
28 February 2017	Ground Magnetic Survey Generates New Exploration Targets
31 January 2017	Quarterly Cashflow Report
31 January 2017	Quarterly Activities Report
31 January 2017	Appointment of Chris Creagh as CEO
23 January 2017	Completion of Cleveland Ground Magnetic Survey Pre-Work
20 January 2017	Change of Director's Interest Notice
20 January 2017	Appendix 3B
14 December 2016	Change of Director's Interest Notice
14 December 2016	Section 708A Notice and Appendix 3B
29 November 2016	Results of Meeting
25 November 2016	Start Ground Magnetic Survey Pre-Work
2 November 2016	Investor Presentation
31 October 2016	Quarterly Cashflow Report
31 October 2016	Quarterly Activities Report
28 October 2016	Notice of Annual General Meeting/Proxy Form
26 October 2016	Section 708A Notice and Appendix 3B
25 October 2016	Placement
29 September 2016	Appendix 4G
29 September 2016	Annual Report to shareholders

Corporate Directory ______________________________________

Directors	Solicitors to the Offer
Andrew Greig	HopgoodGanim Lawyers
(Non-Executive Chairman)	Level 8 Waterfront Place
Christopher Dunks	1 Eagle Street
(Executive Director)	Brisbane QLD 4000
Calvin Treacy	Tel: + 61 7 3024 0000
(Non-Executive Director)	www.hopgoodganim.com.au
Corey Nolan
(Non-Executive Director)


Administration and Registered Office	Share Registry
Level 10	Boardroom Pty Limited
110 Mary Street	Level 12, 225 George Street, Sydney NSW
Brisbane QLD 4000	Tel: 1300 767 760 (within Australia)
Tel: +61 7 3221 7770	+ 61 2 9290 9600 (outside Australia)
Fax: +61 7 3212 6250
www.elementos.com.au	Fax: + 61 2 9279 0664

ABN: 49 138 468 756

Roardt Roardroom Ptv Limited GPO Box 3993

Sydney NSW 2001 Tel: 1300 737 760 (within Aust) Tel: + 61 2 9290 9600 (outside Aust) $Fax: + 61292790664$

www.boardroomlimited.com.au [email protected]

RIGHTS ISSUE ENTITLEMENT AND ACCEPTANCE FORM

Entitlement No.

Subregister

SRN/HIN

Number of Shares held at 7pm on 6 July 2017

Offer Closes: 5pm AEST 2 August 2017

A NON-RENOUNCEABLE OFFER UNDER THE PROSPECTUS ISSUED BY ELEMENTOS LIMITED DATED 3 JULY 2017 ("PROSPECTUS") OF UP TO 237,324,456 NEW SHARES AT AN ISSUE PRICE OF \$0.006 EACH ON THE BASIS OF ONE NEW SHARE FOR EVERY FOUR ORDINARY SHARES HELD, PAYABLE IN FULL UPON ACCEPTANCE OF THIS OFFER, PLUS ONE FREE NEW OPTION FOR EVERY NEW SHARE SUBSCRIBED FOR

$\Delta$ Rights Issue Offer - Rights Acceptance

If you wish to accept your FULL ENTITLEMENT please complete and return this form WITH YOUR PAYMENT FOR THE AMOUNT SHOWN BELOW. The return of this form by the close date with payment will constitute acceptance of the Offer. Your signature is only required when an alteration to your address is indicated by you over the page. You are not required to submit this Entitlement and Acceptance Form if you elect to make payment using BPAY.

Entitlement to New Shares on the basis of One New Share for every Four Ordinary Shares held	Price Per Share	Amount Payable for Full Acceptance, at \$0.006 per New Share
	$$0.006$ per Share =

If you wish to accept PART OF YOUR ENTITLEMENT ONLY please complete this form showing in the box below the NUMBER OF NEW SHARES BEING ACCEPTED and the appropriate amount payable.

Number of New Shares accepted	Price Per Share	Amount Enclosed
	$$0.006$ per Share =
	Additional Offer Ample for additional above the contract to

Additional Offer - Apply for additional shares (if available)

If you wish to apply for additional shares to your Rights Entitlement above please insert the number of shares in the box below and the appropriate amount payable. These additional shares will only be allotted if available.

Number of Additional Shares Applied for	Price Per Share	Amount Enclosed
	$$0.006$ per Share =

C Payment

Payment may only be made by BPAY or cheque. Cash will not be accepted via the mail or at the Elementos Limited Share Registry. Payments cannot be made at any bank.

Payment Option 1 - BPAY

Biller Code: Ref:

Telephone & Internet Banking - BPAY®

Contact your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au ® Registered to BPAY Ltd ABN 69 079 137 518

To pay via BPAY please contact your participating financial institution
If paying by BPAY you do not need to return the Entitlement and Acceptance Form
If paying by BPAY the amount of your payment received in the account divided by the issue price will be deemed to be the total number of shares you are applying for.

Payment Option 2 - Cheque (Record cheque details below)

DRAWER	CHEQUE NO.	BSB NO.	ACCOUNT NO.	AMOUNT SAUD

Only cheques or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted.

Your cheque or bank draft must be made payable to Elementos Limited and crossed Not Negotiable.
Please ensure that you submit the correct amount. Incorrect payments may result in your application being rejected.

THIS FORM CONTINUES OVERLEAF

Contact Details

CONTACT NAME	TELEPHONE WORK	TELEPHONE HOME	EMAIL ADDRESS

Important Information: This document is of value and requires your immediate attention. If in doubt consult your stockbroker, solicitor, accountant or other professional advisor without delay.

The Offer to which this Entitlement and Acceptance Form relates does not constitute an offer to any person who is not an Eligible Shareholder, and in particular is not being made to Shareholders with registered addresses outside Australia and New Zealand. This Entitlement and Acceptance Form does not constitute an offer in the United States of America (or to, or for the account or benefit of, US Persons) or in any jurisdiction in which, or to any persons to whom it would not be lawful to make such an offer.

ACCEPTANCE OF THE OFFER

By either returning the Entitlement and Acceptance Form with payment to Boardroom Pty Limited, or making payment by BPAY, by 5.00pm AEST on 2 August 2017

you represent and warrant that you have read and understood the Prospectus to which this form relates and agree to the terms set out in the Prospectus and on this form.
you represent and warrant that you are not located in the United States or a US Person and are not acting for the account or benefit of a US Person or any other foreign person;
you provide authorisation to be registered as the holder of New Shares acquired by you and agree to be bound by the constitution of Elementos Limited: and
your application to acquire New Shares is irrevocable and may not be varied or withdrawn except as allowed by law.

HOW TO ACCEPT NEW SHARES OFFERED

BPAY payment method: The total amount payable to accept your entitlement in full is shown in Section A on the front of this form. Contact your Australian bank, credit union or building society to make this payment from your cheque, savings or credit account. For more information visit: www.bpay.com.au. Refer to the front of this form for the Biller Code and Customer Reference Number. Payments must be received by BPAY before 5.00 pm AEST on 2 August 2017.

If the BPAY payment is for any reason not received in full, the Company may treat you as applying for as many Shares as will be paid for by the cleared funds. Shareholders using the BPAY facility will be bound by the provisions relating to this Offer. You are not required to submit this Entitlement and Acceptance Form if you elect to make payment using BPAY.

Cheque payment method: The total amount payable to accept your Entitlement in full is shown in Section A on the front of this form. Complete your payment details in Section C and send your cheque or bank draft and the completed form to Boardroom Pty Limited at the address shown below so as to reach Boardroom Pty Limited before the close of the Offer at 5.00pm AEST on 2 August 2017.

Postal Deliverv: Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

Hand Delivery: Boardroom Pty Limited Level 12, 225 George Street SYDNEY NSW 2000

PAYMENT - OVERSEAS RESIDENTS

Overseas shareholders who are permitted to apply for shares must obtain a draft in Australian currency payable on a bank in Australia, or where the shareholder has an account with a bank in Australia, by a cheque drawn on that bank within Australia.

The Australian currency draft should be attached to your completed form and the document mailed to:

Boardroom Ptv Limited GPO Box 3993 SYDNEY NSW 2001

OVERSEAS SHAREHOLDERS ARE ADVISED TO ENSURE THEIR DOCUMENTS ARE POSTED TO AUSTRALIA BY AIRMAIL.

Personal cheques drawn on overseas banks in Australian or any foreign currency will not be accepted. These will be returned and the acceptance deemed to be invalid.

INTERPRETATION

Terms used in this Entitlement and Acceptance Form have the same meaning as defined in the Prospectus.

CHANGES OF ADDRESS SUPPORTED BY YOUR SIGNATURE(S)

If your address is not exactly as shown, please alter as necessary and return this form. This is only relevant for Issuer Sponsored registered holdings. CHESS holders must notify your sponsoring broker for amendments to holdings on the CHESS Subregister.

Privacy Statement:

Boardroom Pty Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your share holding and if some or all of the information is not collected then it might not be possible to administer your share holding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Entitlement and Acceptance Form.

Our privacy policy is available on our website (http://www.boardroomlimited.com.au/help/share_privacy.html).

$\blacklozenge$ PIN CHEQUE(S) HERE Elementos Limited

Shortfall Application form

Fill out this Application form if you want to apply for shares in Elementos Group Limited

.
Strenom predstavanje pri predstavanje programa i predstavanje predstavanje predstavanje pri predstavanje preds

Please read the Prospectus dated 3 July 2017.

燃

Follow the instructions to complete this Application form (see reverse).
Print clearly in capital letters using black or blue pen.
Applications open on 11 July 2017 and close on 16 August 2017

	Number of shares you are applying for		$x$ \$0.006 per share =				Total amount payable
3	Write the name(s) you wish to register the units in (see reverse for instructions) Applicant 1
	Name of Applicant 2 or < Account Name>
	Name of Applicant 3 or < Account Name>
	C Write your postal address here Number / Street
	Suburb/Town					State		Postcode
							sections C & D do not match exactly with your registration
	X Enter your Tax File Number(s), ABN, or exemption category						details held at CHESS, any Notes issued as a result of your application will be held on the Issuer Sponsored subregister.
	Applicant #1 Applicant #3		Applicant #2
	Cheque payment details Please enter details of the cheque(s) that accompany this application. Name of drawer of cheque	Cheque No.		BSB No.	Account No.		Cheque Amount A\$

clare that this Application is completed and lodged according to the Prospectus and the instructions on the reverse of the Application form and declare that all details and statements made by me/us are compete and accurate. I/We agree to be bound by the constitution of Elementos Group Limited. I/We was/were given access to the Prospectus together with the application form. I/We represent, warrant and undertake to the Company that our subscription for the above shares will not cause the Company or me/us to violate the laws of Australia or any other jurisdiction which may be applicable to this subscription for shares in the Company.

GUIDE TO THE APPLICATION FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.

Instructions

If applying for Shares insert the number of Shares for which you wish to subscribe at Item A. Multiply by \$0.006 AUD to A. calculate the total for Shares and enter the \$amount at B.
C. Write your full name. Initials are not acceptable for first names.
Enter your postal address for all correspondence. All communications to you from Elementos Group Limited will be D. mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if you Ε. would like the allocation to be directed to your HIN.
NB: your registration details provided must match your CHESS account exactly.
Enter your Australian tax file number ("TFN") or ABN or exemption category, if you are an Australian resident. Where F. applicable, please enter the TFN /ABN of each joint Applicant. Collection of TFN's is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form.
Complete cheque details as requested. Make your cheque payable to "Elementos Limited" in Australian currency, G. cross it and mark it "Not Negotiable". Cheques must be made in Australian currency, and cheques must be drawn on an Australian Bank.
$H.$ Enter your contact details so we may contact you regarding your Application Form or Application Monies.
Enter your email address so we may contact you regarding your Application Form or Application Monies or other Ι. correspondence.

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable to Elementos Group Limited. At least one full given name and surname is required for each natural person.

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith	John Smith (deceased)
Partnerships	Mr John David Smith & Mr Ian Lee Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Superannuation Funds	Mr John Smith & Mrs Mary Smith	John & Mary Smith Superannuation Fund

Examples of the correct form of registrable title are set out below.

Lodgement

Mail your completed Application Form with cheque(s) attached to the following address:

Delivery address:

Elementos Group Limited C/- Boardroom Pty Limited Level 12 225 George Street SYDNEY NSW 2000

Mailing address:

Elementos Group Limited C/- Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

It is not necessary to sign or otherwise execute the Application Form.

If you have any questions as to how to complete the Application Form, please contact Boardroom Pty Limited on: Tel: 02 9290 9600

Privacy Statement:

Our privacy policy is available on our website (http://www.boardroomlimited.com.au/privacy-policy.html).

ELEMENTOS LIMITED ACN 138 468 576

Application Form - Options

Opening Date: 11 July 2017

Closing Date:		5pm (Sydney time)
		2 August 2017

Price per Option: NIL

Details of Offers

This is an important document which requires your immediate attention.

Terms not defined in this Application Form have the same meaning as in the Prospectus.

Elementos Limited (ELT or Company) is offering Subscribers the opportunity to apply, using this Application Form, for one free attaching Placement Option for each Share subscribed for under the Placement issued on 30 June 2017. The Placement Options will be exercisable at \$0.006, expiring 30 June 2018. Each Option gives the Subscriber the right to subscribe for 1 Share. The Company is offering the Options under the Prospectus dated 3 July 2017 to which this Application Form is attached (together, the Prospectus). The Prospectus expires on the Expiry Date. Before applying for Options under the Prospectus, you should carefully read the Prospectus and contact your stockbroker, accountant or other professional adviser if you have any questions on the Prospectus or the Offers.

B Application for Options

The Subscriber wishes to apply under the Prospectus for its full entitlement of Options under the Placement Option Offer

Please mark the above box with a tick to confirm that you wish to apply for your full entitlement of Options.

Notes:

Participants in the Placement Option Offer are entitled to subscribe for 1 Placement Option for every Share subscribed for under the (a) Placement, which number represents your full entitlement for the purposes of the confirmation above.
If you do not wish to subscribe for any Options, do nothing. $(b)$
$(c)$ If you wish to apply for a lesser number of Options than your full entitlement, please contact the Share Registry.

$\mathbf C$ Enquiries

If you are unsure how to complete this form please contact the Elementos Limited Shareholder Information Line on 1300 737 760 or +612 9290 9600 if outside Australia.

D Declarations and Acknowledgments

By lodging this Application Form you acknowledge and confirm that:

the information about you and your application for Options is complete and accurate; $(a)$
$(b)$ you have received a full copy of the Prospectus (including this Application Form) and have read and understood it;
you authorise the Company to place your name on the register of the Company in respect of the Options allotted to you; $(c)$
you agree to be bound by the constitution of the Company, the terms of issue of the Options and the terms of the $(d)$ Prospectus and Application Form in respect of the Options.

Any personal information collected by the Company on this Application Form will be dealt with in accordance with applicable privacy requirements.

NO PAYMENT OR SIGNATURE IS REQUIRED ON THIS FORM

THE OFFERS ARE NON-RENOUNCEABLE

Application Forms must be received by no later than 5pm (AEDST) on Thursday, 29 June 2017.

You should allow sufficient time for this to occur.

MAILING ADDRESS

Boardroom Ptv Limited GPO Box 3993 SYDNEY NSW 2001

DELIVERY ADDRESS

Boardroom Ptv Limited Level 12, 225 George Street SYDNEY NSW 2000

AI assistant

ELEMENTOS LIMITED — Regulatory Filings 2017

64837_rns_2017-07-02_402196dd-8c41-447f-98e2-6189b390603c.pdf

Prospectus

Elementos Limited ACN 138 468 756 (Company)

Rights Issue Offer to Eligible Shareholders

Additional Offer to Eligible Shareholders

Shortfall Offer to Investors

Placement Option Offer to Placement Recipients

Important information

Offer statistics

Key dates for investors

Important notice

Foreign shareholders

New Zealand

United States

Notice to nominees and custodians

How to accept Entitlement to New Shares

Enquiries

Deciding to accept the Offers

Terms used

Forward looking statements

No representations

Mineral Resources and Ore Reserves

Table of Contents

Chairman's letter

$1.$ Investment summary

$1.1$ The Offers

$1.2$ Minimum subscription

$1.3$ Purpose of the Offers

$1.4$ Investment highlights

$1.5$ Risk factors

1.6 New Share terms

$1.7$ New Option terms

$1.8$ Acceptance of Entitlement to New Shares

1.9 Applying for Additional Securities

$1.10$ Directors' intentions in respect of Entitlements

$111$ Shortfall and dilution of Shareholder's interests

$1.12$ Capital Structure

$2.$ Details of the Offers

$2.1$ The Offers

$2.2$ General Information relating to the Offers

$2.3$ Important dates

$2.4$ Allotment and allocation policy

2.5 ASX listing

$2.6$ CHESS

$2.7$ No rights trading

$2.8$ Minimum subscription

2.9 Underwriting

$2.10$ Option Holders

2.11 Electronic prospectus

$3.$ How to apply

$3.1$ Right Issue Offer and Additional Offer

Take up your Entitlement in full and apply for Additional Securities

Take up your Entitlement in full

Take up some of your Entitlement

Do nothing

General

$3.2$ Debt conversion facility

$3.3$ Binding effect of Entitlement and Acceptance Form

$3.4$ Shortfall Offer - How to Apply

Placement Options Offer - How to Apply $3.5$

$3.6$ Opening and Closing Dates

4. Company Information

$4.1$ Introduction

Development Strategy

Table - Elementos Mineral Resources and Ore Reserves

$4.2$ The Directors

Andrew Greig - Non-Executive Chairman

Christopher Dunks - Executive Director

Calvin Treacy - Non-Executive Director

Corey Nolan - Non-Executive Director

$4.3$ Independence of Directors

$4.4$ Senior Management

Chris Creagh - Chief Executive Officer

Duncan Cornish - Chief Financial Officer and Company Secretary

5. Effect of the Offer on the Company

$5.1$ Financial position

NON-CURRENT ASSETS

$5.2$ Impact of the exercise of New Options by Andrew Greig

ELEMENTOS LIMITED Regulatory Filings 2017