ELEMENTOS LIMITED — Share Issue/Capital Change 2013

Aug 11, 2013

Appendix 3B – New Issue Announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Name of entity

ELEMENTOS LIMITED (Elementos)

ABN

49 138 468 756

We (the entity) give ASX the following information:

Part 1 - All issues

art 1 - All issues
1Class of securities issued or to be issued2Number of securities issued or to be issued (ifknown) or maximum number which may be issued3Principal terms of the securities4Do the securities rank equally in all respects from thedate of allotment with an existing class of quotedsecurities?5Issue price or consideration6Purpose of the issue6aIs the entity an eligible entity that has obtainedsecurity holder approval under rule 7.1A?6bThe date the security holder resolution under rule7.1A was passed6cNumber of securities issued without security holderapproval under rule 7.16dNumber of securities issued with security holderapproval under rule 7.1A	Fully paid ordinaryshares(Shares)
	Up to 277,480,021 Shares (Takeover Shares)that may be issued under Elementos’ off-market takeover bid (Takeover Bid) for allthe fully paid ordinary shares in RockwellMinerals Limited ACN 149 804 062(Rockwell).
	Asper existingordinaryshares
	Yes
	Three and a half (3.5) Takeover Shares will beissued for each one (1) Rockwell share at theelection of each Rockwell shareholder.
	As consideration under the Takeover Bid.
	N/A
	N/A
	Nil
	Nil

Appendix 3B – New Issue Announcement

• 6e Number of securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil

• 6f Number of securities issued under an exception in rule 7.2

Nil N/A N/A N/A The earlier of within 21 days of the conclusion of the offer period for the Takeover Bid or within one month after the Takeover Bid becomes unconditional.

• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

• 6h If securities were issued under rule 7.1A for noncash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• 7 Dates of entering securities into uncertificated holdings or despatch of certificates.

	**Number **	Class
	188,638,746	Ordinary Shares
	32,952,052	Options
	**Number **	Class
	4,500,000	Optionsexercisable
		at $0.226 expiring 23
		October 2015
	1,500,000	Optionsexercisable
		at $0.30 expiring 23
		December 2013
	650,000	Optionsexercisable
		at $0.226 expiring 7
		September 2015
	500,000	Optionsexercisable
		at $0.226 expiring 30
		November 2015
	1,000,000	Optionsexercisable
		at $0.326 expiring 18
		January 2017
	200,000	Optionsexercisable
		at $0.06 expiring 3
		December 2016
	2,350,000	Optionsexercisable
		at $0.06 expiring 20
		January 2017
	Not Applicable

• 8 Number and class of all securities quoted on ASX

• 9 Number and class of all securities not quoted on ASX

10 Dividend policy on the increased capital (interests)

Appendix 3B – New Issue Announcement

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval required?

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

• be aggregated for calculating entitlements?

• 17 Policy for deciding entitlements in relation to N/A

• fractions

• 18 Names of countries in which the entity has security N/A

• holders who will not be sent new issue documents

• 19 Closing date for receipt of acceptances or N/A

• renunciations

• 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of N/A security holders

• 25 If the issue is contingent on security holders’ N/A

• approval, the date of the meeting

• 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to N/A persons entitled

• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on N/A which notices will be sent to option holders

• 28 Date rights trading will begin (if applicable) N/A 29 Date rights trading will end (if applicable) N/A 30 How do security holders sell their entitlements in full N/A

• through a broker?

• 31 How do security holders sell part of their N/A

Appendix 3B – New Issue Announcement

entitlements through a broker and accept for the balance?

32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 Despatch date

N/A

N/A

Part 3 - Quotation of securities

34 Type of securities ( tick one )

(a) X Securities described in Part 1

(b) All other securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders 36 If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional securities

Entities that have ticked box 34(b)

8Number of securities for which quotation is sought9Class of securities for which quotation is sought0Do the securities rank equally in all respects fromthe date of allotment with an existing class ofquoted securities?If not, please state: the date from which they do the extent to which they participate for the nextdividend, or interest payment the extent to which they do not rank equally,other than in relation to the next dividend,distribution or interest payment1Reason for request for quotation now2Number and class of all securities quoted on ASX(_including_the securities in clause 38)
	**Number **	Class

Appendix 3B – New Issue Announcement

Quotation agreement

• 1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those securities should not be granted quotation.

  • An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided at the time that we request that the securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: Company Secretary

Date: 12 August 2013

Print name: Linda Scott