ELEMENTOS LIMITED — Share Issue/Capital Change 2014

Dec 22, 2014

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

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

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/00, 30/9/01, 11/3/02, 1/1/03, 24/10/05, 1/8/12, 4/3/13.

Name of entity

ELEMENTOS LIMITED

ABN

49 138 468 756

We (the entity) give ASX the following information:

Part 1 - All issues

• 1 Class of securities issued or to be issued

• 2 Number of securities issued or to be issued (if known) or maximum number which may be issued

Ordinary Shares 1. 2,402,372 2. 3,160,000

• 3 Principal terms of the securities

As per existing fully paid ordinary shares

• 4 Do the securities rank equally in all respects from the issue date with an existing class of quoted securities?

• 5 Issue price or consideration

• 6 Purpose of the issue

• Yes 1. $0.0059 2. $0.0120 1. Fee sacrifice scheme by Directors 2. Placement of shares as approved by shareholders at the Company’s 2014 AGM held on 26 November 2014

• 6a Is the entity an eligible entity that has obtained security holder approval under rule 7.1A?

• 6b The date the security holder resolution under rule 7.1A was passed

• 6c Number of securities issued without security holder approval under rule 7.1

• 6d Number of securities issued with security holder approval under rule 7.1A

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

Yes 1. 26 November 2014 Nil Nil

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

1. 2,402,372 - Listing Rule 7.2 Exception 9

2. 3,160,000 – Listing Rule 7.2 Exception 14

3. 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.

1. 2,402,372 - Listing Rule 7.2 Exception 9 2. 3,160,000 – Listing Rule 7.2 Exception 14	1. 2,402,372 - Listing Rule 7.2 Exception 9 2. 3,160,000 – Listing Rule 7.2 Exception 14
N/A
N/A
LR 7.1: 108,524,182 LR7.1A: 76,026,365
23 December 2014
Number	Class
765,779,010	Ordinary Shares
**Number **	Class
4,500,000 550,000 500,000 1,000,000 200,000 2,350,000 9,300,000	Options exercisable at $0.226 expiring 23 October 2015 Options exercisable at $0.226 expiring 7 September 2015 Options exercisable at $0.226 expiring 30 November 2015 Options exercisable at $0.326 expiring 18 January 2017 Options exercisable at $0.06 expiring 3 December 2016 Options exercisable at $0.06 expiring 20 January 2017 Options exercisable at $0.03 expiring 20 March 2018
Nil

• 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 Issue dates.

• 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)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

12 Is the issue renounceable or non-renounceable?

13 Ratio in which the securities will be offered

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14	Class of securities to which the offer relates
15	Record date to determine entitlements
16	Will holdings on different registers (or subregisters)
	be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation	to
	fractions
18	Names of countries in which the entity has security
	holders who will not be sent new issue documents
19	Closing date for receipt of acceptances	or
	renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who
	lodge acceptances or renunciations on behalf	of
	security holders
25	If the issue is contingent on security holders’
	approval, the date of the meeting
26	Date entitlement and acceptance form and offer
	document will be sent to persons entitled
27	If the entity has issued options, and the terms entitle
	option holders to participate on exercise, the date	on
	which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do security holders sell their entitlements in full
	through a broker?
31	How do security holders sell part of their
	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	Issue date

Part 3 - Quotation of securities

34 Type of securities ( tick one )

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• (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)

38 Number of securities for which quotation is sought 39 Class of securities for which quotation is sought 40 Do the securities rank equally in all respects from the issue date with an existing class of quoted securities? If not, please state: • the date from which they do • the extent to which they participate for the next dividend, or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now 42 Number and class of all securities quoted on ASX (_including_the securities in clause 38)
	Number	Class

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/2013

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before issue date or date of agreement to issue	535,701,277
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period	129,169,034 95,393,334 Nil
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	760,263,645
Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	114,039,547
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4	5,515,365
“C”	5,515,365
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 (number must be same as step 2)	114,039,547
Subtract“C” (number must be same as step 3)	5,515,365
Total[“A” x 0.15] – “C”	108,524,182

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” (number must be same as shown in Step 1 of Part 1	760,263,645
Step 2: Calculate 10% of “A”
“D”	0.10
Multiply“A” by 0.10	76,026,365

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Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Appendix 3B – New Issue Announcement	Appendix 3B – New Issue Announcement
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	Nil
“E”	Nil
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 (number must be same as shown in Step 2)	76,026,365
Subtract“E” (number must be same as shown in Step 3)	Nil
Total[“A” x 0.10] – “E”	76,026,365

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.

• 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 is not available now, we will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

==> picture [99 x 44] intentionally omitted <==

Date: 23 December 2014

Company Secretary

Print name: Linda Scott

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