elementos ipo

prospectus 2009

The Offer

An Offer of up to 33,000,000 fully paid ordinary Shares at $0.25 (25 cents) per Share to raise $8,250,000.

This offer is underwritten to $6,250,000.

Sponsoring Broker and Underwriter: Martin Place Securities Pty Ltd

Important Information:

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional adviser.

The Directors consider an investment in the Shares to be issued under this Replacement Prospectus to be speculative.

Level 1, 349 Coronation DriveMilton Queensland 4000Phone: 07 3729 8944Fax: 07 3729 8988Email: [email protected]

www.elementos.com.au

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replacement

Directors

A. Anthony McLellan (Chairman)Corey Nolan (Managing Director)Neil Stuart (Non-Executive Director)

Company Secretary Paul Crawford

Registered and Principal Office

Level 1, 349 Coronation DriveMilton Queensland 4064Phone: 07 3871 3985Fax: 07 3720 8988Email: [email protected]: www.elementos.com.au

Broker and Underwriter to the Offer

Martin Place Securities Pty LtdLevel 3, 14 Martin PlaceSydney New South Wales 2000Phone: 02 9222 9111Fax: 02 8224 9699Website: www.mpsecurities.com.au

Solicitors

Hemming+Hart LawyersLevel 2, 307 Queen StreetBrisbane Queensland 4000Phone: 07 3002 8700Fax: 07 3221 3068Email: [email protected] Website: www.hemhart.com.au

Share Registry

Registries LimitedLevel 7, 207 Kent streetSydney NSW 2000PO Box R67, Royal ExchangeSydney NSW 2000Phone: 02 9290 9600Fax: 02 9279 0664Email: [email protected]

Auditors

Hayes Knight Audit (Qld) Pty LtdLevel 19, 127 Creek StBrisbane Queensland 4000Phone: 07 3229 2022Fax: 07 3229 3277Email: [email protected]

Independent Geologist Minnelex Pty Ltd

283 Huntingdale StreetPullenvale Queensland 4069Phone: 07 3374 2443

Independent Accountants

Johnston RorkeLevel 30, 345 Queen StreetBrisbane Queensland 4000Phone: 07 3222 8444Fax: 07 3222 8300

CORPORATE DIRECTORY

CONTENTS

2

3

4

5

6

8

12

26

28

32

66

73

75

79

87

99

101

Important Notices

Investment Highlights

Letter from the Chairman

Summary of Key Risks

Questions & Answers

Details of the Offer

Overview of the Company

Board and Management

Risk Factors

Independent Geologist’s Report

Financial Information

Independent Accountant’s Report

Argentinean Tenure Report

Australian Tenure Report

Additional Information

Definitions

Application Forms

Section 1

Section 2

Section 3

Section 4

Section 5

Section 6

Section 7

Section 8

Section 9

Section 10

Section 11

1PROSPECTUS 2009

IMPORTANT NOTICES

This Replacement Prospectus is dated 27 November 2009 and was lodged with ASIC on that date. It replaces the replacement prospectus dated 13 November 2009 which in turn replaced the prospectus dated 6 November 2009. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus. No securities will be allotted, issued or transferred on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. Applications can only be submitted on a valid Application Form that is only available with this Prospectus.

This Prospectus can be downloaded from the Company's web site at www.elementos.com.au or at www.mpssecurities.com.au. The Offer in this Prospectus in electronic form is available only to persons receiving an electronic copy of this Prospectus in Australia. Persons having received a copy of this Prospectus in its electronic form may obtain a paper copy of the Prospectus (free of charge) during the life of this Prospectus by contacting the Company or Martin Place Securities. Applications for Shares may only be made on the Application Form attached to the Prospectus in its paper copy form or as downloaded in its entirety from www.elementos.com.au.

This Prospectus is subject to an exposure period of seven days from the date of this Prospectus. This period may be extended by ASIC for a further seven days. The purpose of the exposure period is to enable the Prospectus to be examined by market participants prior to the raising of funds. That examination may result in the identification of deficiencies in the Prospectus. In these circumstances, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. No Applications will be accepted until the exposure period has expired and no preference will be conferred on Applications received during the exposure period.

The offers of securities under this Prospectus do not constitute public offers in any jurisdiction other than Australia and New Zealand. This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to lodge this Prospectus in any jurisdiction outside of Australia, or to otherwise permit a public offering of the securities of the Company, in any jurisdiction outside Australia and New Zealand.

In making the Offer in New Zealand, the Company is relying on the Securities Act Overseas Companies Exemption Notice 2002 (NZ), by virtue of which this Prospectus is not required to be registered in New Zealand.

Website – Electronic Prospectus

Exposure Period

No overseas offering

Prospective investors resident outside Australia and New Zealand should consult their professional adviser as to whether any consents are required or whether any formalities need to be observed in the jurisdiction of their residence to enable them to subscribe for securities pursuant to this Prospectus. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

In order to be eligible to participate in the Orocobre Offer, investors must be registered shareholders of Orocobre Limited as at 5pm (AEST) on 13 November (Record Date).

Investors who are not Eligible Orocobre Shareholders may apply for shares under the General Public Offer.

This document is important and should be read in its entirety before deciding to participate in the Offer. The Offer does not take into account the investment objectives, financial or taxation situation or particular needs of any prospective investor. Before making any investment in the Company, a prospective investor should consider whether such an investment is appropriate to their particular needs and consider their individual risk profile for speculative investments, investment objectives and individual financial circumstances. All prospective investors should consider consulting their stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 4.

By returning an Application Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the Offer detailed in this Prospectus.

Definitions of certain terms used in this Prospectus are contained in Section 11 .

All references to currency are to Australian dollars.

All references to time are to Australian Eastern Standard Time, unless otherwise indicated.

Participation by Orocobre Shareholders

Priority

Matters to be considered by prospective investors

Glossary, financial amounts and time

2 PROSPECTUS 2009

To identify, acquire and develop projects located in mineral rich, highly prospective geological environments with developed infrastructure nearby, an attractive investment environment, and low sovereign risk.

The Projects

The People

The Plan

INVESTMENT HIGHLIGHTS

Mt Isa Inlier – Millenium contains a thick zone of cobalt mineralisation. Further exploration is planned to assess potential for an open cut cobalt operation, producing a high value cobalt metal.

New England Fold Belt - three large project areas in historically rich mineralised mining areas. Targeting large, open-cut, mineable gold and polymetallic ore bodies, utilising modern day exploration techniques.

3PROSPECTUS 2009

The board and management team has a combination of technical, managerial and capital markets experience. The group has expertise in exploring and operating projects in Argentina and Australia, and has an extensive network of contacts and relationships.

Directors and management previously involved in the acquisition and development of several important Argentinean projects including Cerro Negro, Olaroz, Manantiales, Cerro Morro and Caspiche.

Argentina

Australia

- a mineral rich and highly prospective country

San Juan Province is one of the most attractive destinations for mining and exploration in Argentina due to its suitable geology and mineral prospectivity. The region hosts a number of world class mining operations and advanced stage development projects.

The Company has a mix of major large scale copper/gold porphyry targets at Santo Domingo and high grade gold-silver epithermal vein mineralisation at Manantiales.

Santo Domingo is an exposed copper/gold/molybdenum style porphyry system. Three major alteration zones identified with anomalous surface mineralisation. Porphyry targets are often very large; potentially in the range 0.5-1.0 billion tonnes of mineralisation.

Manantiales is located within a epithermal gold district, adjoining and immediately to the north of Casposo a gold-silver development. Manantiales shares a similar geological and mineralisation environment to Casposo. Rock chip sampling has identified two main target zones with some exceptionally high gold-silver grades.

– targeting world class and emerging mineral provinces

LETTER FROM THE CHAIRMAN

Dear Investor,

On behalf of the Directors of Elementos Limited, it is my pleasure to invite you to participate in the Company's initial public offering.

Elementos has assembled a prospective collection of large-target exploration opportunities with the potential to yield world-class mineral projects. These are all located in mineral rich, attractive geological settings in Argentina and Australia, with low sovereign risk.

The portfolio of exploration projects, which are principally gold and base metal focused, is a carefully selected mix of different mineralisation types. There is a good balance between early-stage or “greenfield” targets, through to “brownfield” areas which are substantially more progressed and able to be drilled in 2010.

Elementos' strategy is to add value through and exploration and discovery, and to crystallise this value through development.

The Company has appointed a board and management team which has a combination of technical, managerial, and capital markets experience. This includes experience exploring and operating projects in Argentina and Australia, together with an extensive network of contacts and relationships.

A detailed budget and work plan has been developed, maximising in-ground expenditure. The key objective is to add short-term value for shareholders by identifying the most prospective targets for early drilling.

I recommend you read this Prospectus carefully. And, on behalf of the Directors, I look forward to welcoming you as a shareholder.

Your sincerely,

A.Anthony McLellanChairman

4 PROSPECTUS 2009

SUMMARY OF KEY RISKS

A summary of key risks is set out below. Further detail on these risks and others provided in Sections 4.1 and 4.2.

The price of the Company's securities may be highly volatile and can be expected to fluctuate depending on various factors including exploration success, market sentiment, commodity price, interest rates, and general economic conditions in Australia, and the world.

The Company's prospects and share price will be influenced by the price of the commodities targeted in its exploration programs. Commodity prices fluctuate and are affected by factors including the relationship between global supply and demand for minerals, forward selling by producers, the cost of production and general global economic conditions.

Mineral exploration is speculative and involves significant risks which even the highest levels of experience, care and planning cannot control. There is no assurance that exploration programmes will be successful in the discovery of new ore bodies or the delineation of resources in any or all of the Company's activities.

The Company's key assets include its interests in mining tenements in Argentina. As such, there are a number of risks associated with this including:

Changes in Argentine laws, regulations and political climate Operating in different time zone with a different language, culture and legal environment compared to Australia.

Speculative Investment

Stock Market Risk

Commodity Price Risk

Exploration Risk

Operating in Argentina Risk

The Company is at a very early stage of its development and accordingly there are significant risks associated with investing in the Company. Potential investors should take into account the significant risks of investing and consider carefully whether investing in the Shares is an appropriate investment in light of their personal circumstances.

Argentina

!

!

Contractual Risk

Reliance on Key Personnel Risk

Tenure and Access Risk

The Company's interests in the tenements are contractual only. Accordingly, there is a risk that the other party may be unwilling or unable to comply with the terms of the Material Contracts. There is no certainty that the Company will be able to obtain adequate damages or specific performance in the case of such default and this may have a material impact on the value of the Company and its shares.

The Company relies to a significant extent upon the experience and expertise of the Executive Directors and Australian and Argentinean management. These persons possess knowledge of many of the Company's tenements through extensive personal experience of prospecting in those areas. Loss of one or more of these personnel may adversely affect the Company's prospects of pursuing its exploration programs within the timeframes and within the cost structure as currently envisaged.

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for tenements will be approved. The Company's tenements are subject to numerous Queensland, New South Wales and Argentine legislative conditions.

5PROSPECTUS 2009

Question

Answer Relevant Section

What is Elementos? What does it do now and what will it do following the completion of the Offer?

What is the Offer price?

How will the proceeds of the Offer be used?

What is the minimum/maximum application under the Offer?

Is the Offer underwritten?

What will the market capitalisation of the Company be upon listing on the ASX?

What are the key dates of the Offer?

Elementos is an exploration company. Elementos holds options to acquire rights to a number of mineral exploration properties in Argentina and Australia and has conducted limited exploration on these properties.

Following the Offer, exploration will be accelerated to attempt to delineate resources on one or more of the projects.

The Offer is an initial public offering by Elementos of a minimum of 25 million Shares to raise $6,250,000 and a maximum 33 million Shares to raise $8,250,000.

The Offer consists of:

! The Orocobre Priority Offer – an offer for Orocobre shareholders to apply for Shares in Elementos; and

! The General Public Offer – an offer of Shares in Elementos to the clients of participating brokers and the general public.

The offer price is 25 cents ($0.25) per share.

Proceeds will be used to explore the Company's mineral interests, to generate working capital and to pay the costs of the Offer.

The minimum application amount is for 8,000 Shares at $0.25 which gives a Minimum Application Amount of $2,000. Additional Shares can be applied for in multiples of 1,000 Shares.

There is no maximum amount that may be applied for in respect of the Offer. The Company reserves the right to accept or reject Applications in full or in part.

Yes. $6,250,000 of the Offer is underwritten by Martin Place Securities Pty Ltd.

If the maximum number of Shares under the Offer are issued the market capitalisation of the Company on listing is expected to be approximately $13,500,000 (at the Offer Price).

Orocobre Priority Offer Record Date - 13 November

Applications Close – 7 December 2009Allotment of Shares – 11 December 2009Dispatch Holding Statements – 11 December 2009Anticipated date for Quotation of Shares on ASX – 17 December 2009

These dates are indicative only. The Company reserves the right to vary the dates and times of the Offer, including the Closing Date.

!

! Applications Open – 16 November 2009!

!

!

!

Sections 2 and 5

Sections 1.4

Sections 6

Sections 1.5

QUESTIONS AND ANSWERS

What is the Offer?

Sections 1.2

Sections 1.6

Sections1.12 and 10.4

6 PROSPECTUS 2009

Sections 1.

What are the key risks of investing in the Company?

What are the costs of the Offer and who is paying them?

When will I receive dividends?

What are the tax implications of investing in the Company?

How do I apply for Shares?

When will I receive confirmation that my Application under the Offer has been successful?

Exposure to a number of prospective and potentially valuable exploration projects in Australia and Argentina .

!

!

!

!

!

! perating risk!

!

!

The key risks of investing in the Company are:

Speculative nature of the investmentStock market riskCommodity price riskExchange rate riskExploration riskArgentina oContractual riskKey personnel riskTenure ownership risk

Further details of the risks of investing in the Company are set out in Section 4.

The total estimated costs of the Offer, which will be borne by the Company if the maximum Offer is achieved are estimated at $735,000, including accounting and legal fees, independent experts' costs, brokerage and underwriting fees ASIC, and ASX fees, Prospectus printing and distribution costs and miscellaneous expenses.

The Company does not intend to declare a dividend in the coming financial year. The Company may distribute dividends in the future based on future growth prospects and capital requirements.

The taxation implications of investing in Shares under the Offer will depend on an investor's individual circumstances. Applicants should obtain their own tax advice or financial planning advice prior to investing.

Applications for Shares under the Offer can be made as set out in Section of this Prospectus and by completing the Application Forms at the end of this Prospectus.

Holding statements, confirming Applicants' allocations under the Offer, are expected to be dispatched to Shareholders on or about 11 December 2009.

By speaking to your sharebroker, solicitor, professional adviser, banker or accountant.

For further contact details, see the Corporate Directory at the front of this Prospectus.

Sections 1.9and 4

How can I obtain further information?

How can I contact the Company?

Sections 6 and 10

Sections 1.8

Sections 1.10

Question Answer Relevant Section

7PROSPECTUS 2009

What are the benefits of investing in the Company?

Sections 2

1 DETAILS OF THE OFFER

1.1 The Offer

Pursuant to the Offer, Elementos is offering Shares for subscription at a price of 25 cents per Share. The Company seeks to raise up to $8,250,000 through the issue of 33,000,000 Shares.

The Offer consists of the Orocobre Priority Offer and the Retail Offer.

Orocobre Priority Offer

The Directors wish to ensure that Eligible Orocobre Shareholders have the capacity to apply for Shares.

Accordingly, Eligible Orocobre Shareholders may apply for shares using the personalised application form that accompanys this Prospectus. Eligible Orocobre Shareholders wishing to apply for Shares will, subject to total applications under the Orocobre Priority Offer and the Retail Offer not exceeding $8,250,000 and ASX requirements regarding the minimum number of Shareholders, be allotted shares as follows:

! where the application is for 20,000 Shares ($5,000) or less, Eligible Orocobre Shareholders will be allocated 100% of their application; and

! where the application is for more than 20,000 Shares (more than $5,000), Eligible Orocobre Shareholders will be allotted Shares in priority to applicants under the General Public Offer.

Retail Offer

The Retail Offer consists of the:

! Broker Firm Offer, made to Australian-resident retail clients of brokers who have received a firm allocation from their brokers; and

! The General Public Offer, available to members of the public.

Applications relating to firm Shares allocated to brokers for allocation to their Australian-resident retail clients will not be scaled back by Elementos. It will be a matter for these brokers as to how they make firm allocations among their Australian-resident retail clients, and they (and not Elementos or the Lead Manager) will be responsible for ensuring that their retail clients who have received a firm allocation from them, receive the relevant Shares.

If the value of Applications in the General Public Offer and the Orocobre Priority Offer is greater than the value of Shares available in the Offer, Applications will be scaled back. Elementos has absolute discretion regarding the allocation of Shares to Applicants in the General Public Offer and the Orocobre Priority Offer.

1.2 Issue Price

1.3 Ranking of Shares

1.4 Minimum and Maximum Subscriptions

Shares will be issued at a price of 25 cents payable in relation to the Offer in full on Application.

All Shares issued pursuant to the Offers will rank equally in all respects with all other existing Shares on issue.

The minimum subscription is 25,000,000 Shares to raise $6,250,000. The Company must also have a minimum of 400 non-related shareholders holding a parcel of not less than 8,000 Shares each. The Company reserves the right to accept oversubscriptions prior to the Closing Date and the maximum subscription is 33,000,000 Shares to raise $8,250,000

If the minimum subscription and the minimum number of shareholders are both not reached within three months of the date of this Prospectus, the Directors will either repay the Application monies to applicants or issue a supplementary or replacement prospectus and allow Applicants one month to withdrew their application and seek repayment of their application monies. Interest will not be paid on monies refunded.

8 PROSPECTUS 2009

1.5 Key Dates

Date of rospectus original P 6 November 2009

Applications Open

16 November 2009

Closing Date

7 December 2009

Allotment Date

11 December 2009

Despatch of holding statements

11 December 2009

Trading commences on ASX

17 December 2009

These dates are indicative only and may be subject to change, subject to the provisions of the Corporations Act and the Listing Rules, without notice. The Directors may extend the period of the Offer or bring forward the Closing Date at their discretion.

Oroocobre Priority Offer Record date 13 November 2009

Date of this Replacement Prospectus 27 November 2009

1.6 Purpose of the Offer and use of funds

The purpose of the Offer is to provide the Company with sufficient funds to enable it to carry out its exploration programs and related technical studies, provide finance for the acquisition of interests in mineral properties, to make option payments to maintain rights to its projects and to provide working capital.

The proposed application of funds for the two years from the expected date of listing is as follows:

Activity $6,250,000

MinimumRaising

$8,250,000

MaximumRaising

Santo Domingo $ 1,250,000 $2,000,000

Manantiales $1,000,000 $1,500,000

Millennium $275,000 $350,000

Northern New South Wales $750,000 $1,200,000

Total Projects and

Technical Management*$3,275,000 $5,050,000

Corporate Administration

Expenses of the Offer $615,000 $735,000

Working Capital $110,000 $215,000

Information on the Company's projects and the use of funds on these projects is presented in Sections 2 and 5 of this Prospectus.

Following completion of the Offer, the Company will have adequate working capital to carry out its objectives.

The use of funds is contingent upon progressive results of exploration and associated technical studies. Management reserves the right to change the allocation of funds as circumstances dictate.

$2,250,000 $2,250,000

*Includes project option progress payments of approximately $1,000,000 which are included in individual project costs estimates

9PROSPECTUS 2009

1.7 Capital Structure

The proposed capital structure of the Company following completion of the Offer is as set out below:-

Shares Minimum Subscription $ 0,0006,25

Maximum Subscription $8,250,000

Shares offered to the public under the Offer* 25,000,000 33,000,000

Total number of Shares on issue following this Offer

46,000,001

54,000,001

Option Issued to Directors 5,500,000 5,500,000

Option Issued to Underwriter***

1,500,000 1,500,000

1.8 Dividend Policy

1.9 Risk Factors

1.10 How to apply

The Company does not yet have a dividend policy. The Company has no immediate intention to declare or distribute dividends. Payment of future dividends will depend upon the future profitability and financial position of the Company.

Investment in shares under this Prospectus should be considered as speculative because of the inherent risks in mineral exploration. There are also inherent risks in the delineation of mineral reserves and in mineral production. A summary of some of the risk factors that face the Company are set out in Section 4 of this Prospectus. Potential investors should read this Prospectus in full and consult their stockbroker, accountant or independent financial advisor if they require further information on the risks associated with investing in Elementos Limited, before submitting the Application Form.

Orocobre Priority Offer:

Eligible Orocobre Shareholders who wish to apply for Shares pursuant to the Orocobre Priority Offer should complete the personalised application form that accompanys this Prospectus.

* Shares are on offer at 25 cents per Share** One foundation share was issued to Orocobre for $1.00. 20,000,000 shares were issued to Orocobre at 5 cents per share. 1,000,000 shares are to be issued to Orocobre at 25 cents per share. See also Section 6.4 Note 4- “Contributed Equity”. Orocobre intends to distribute 20,000,000 Elementos shares to its shareholders subject to obtaining shareholder approval for a capital reduction and in specie distribution. If necessary the Company will apply for a waiver of any escrow restrictions attaching to the Orocobre shares to enable this distribution to occur.

*** 1,500,000 options to be issued to Martin Place Securities Pty Ltd on successful completion of this issue.

Shares held by Orocobre** 21,000,001 21,000,001

Retail Offer

If you wish to subscribe for Shares under the Offer you may either:

complete and return the Application Form which is attached to a paper copy of this Prospectus; or

print a copy of the online Prospectus and complete and return a copy of the Application Form.

How to complete the application form:

Instructions for completing the Application Form are set out on the reverse of the Application Form. Shares will only be issued on receipt of an Application Form issued together with this Prospectus (whether in paper or electronic form).

Investors who have been offered an allocation of Shares under the Broker Firm Offer from a Participating Broker should follow the instructions provided to them by that broker.

Minimum application:

!

!

The minimum application under the Offer is for 8,000 Shares paid to 25 cents ($2,000) and thereafter in multiples of 1,000 Shares ($250).

Payment, stamp duty and brokerage:

Applications must be accompanied by payment in Australian currency of 25 cents for each Share. Cheques should be made payable to “Elementos Limited – Share Offer Account” and crossed “Not Negotiable”. No brokerage or stamp duty is payable by Applicants.

Completed Application Forms and accompanying cheques should be delivered or posted to either:

Martin Place Securities Pty LtdLevel 3, 14 Martin Place,Sydney, NSW 2000 (delivery address)

GPO Box 5263, Sydney NSW 2001

Elementos LimitedLevel 1, 349 Coronation Drive,Milton, QLD 4064 (delivery address)

GPO Box 3233,Brisbane, Qld 4001

Registries LimitedLevel 7, 207 Kent StreetSydney NSW 2000 (delivery address)

GPO Box 3993Sydney NSW 2001

and must be received at the above address by 5.00 pm AEST on the Closing Date.

10 PROSPECTUS 2009

1.11 Allotment

1.12 Underwriting Brokerage and Handling Fees

1.13 ASX Listing

The Company reserves the right to allocate the Shares in full on any Application or to allocate any lesser number of Shares applied for or reject any Application. The Company has discretion with respect to the acceptance of Applications and the allocation of Shares and reserves the right to allocate each applicant a lesser number of Shares than the number for which the applicant applies. If the number of Shares allocated is less than the number applied for, the surplus application money will be refunded to the applicant without interest. Holding statements will be dispatched as soon as possible after allotment. It is the responsibility of Applicants to confirm the number of Shares allotted to them prior to trading in the Shares. Applicants who sell Shares before they receive notification of the number of Shares allocated to them do so at their own risk.

The Offer has been underwritten by Martin Place Securities to the level of 25,000,000 Shares ($6,250,000). The Underwriting Agreement is subject to certain conditions, including circumstances under which Martin Place Securities may terminate its obligations. The agreement is summarised in Section 10 of this Prospectus. Brokerage and/or handling fees of 1.25% (inclusive of GST) will be payable to member firms of the ASX or licensed investment advisers on such Application Forms bearing their stamp and accepted by the Company. Any such brokerage or handling fees will be paid by Martin Place Securities out of its brokerage fee.

None of the above fees and costs apply to the Orocobre Demerger Offer.

Application will be made to ASX within 7 days of the date of the Prospectus for the Company to be admitted to the official list of ASX and for Quotation of all of the Shares issued or transferred pursuant this Prospectus, together with Shares already on issue. If an application for admission of the Shares to Quotation is not made within 7 days of the date of this Prospectus or the Shares are not admitted to Quotation within the time specified in Section 723(3) of the Corporations Act, all application monies under this Offer will be refunded without interest in accordance with the Corporations Act. ASX accepts no responsibility for the contents of the Prospectus or the investment to which it relates. The fact that ASX may admit the Company to its official list is not to be taken in any way as an indication of the merits of the Company.

1.14 CHESS

1.15 Overseas Distribution

1.16 Restricted Securities

1.17 Withdrawal

1.18 Privacy Matters

The Company will apply to ASX to participate in the Clearing House Electronic Subregister System (CHESS). Accordingly, Share certificates will not be provided to successful applicants. Following allotment, the Company will provide Shareholders with holding statements that set out the number of Shares allotted to each successful applicant in accordance with this Prospectus. That notice will also advise Shareholders of their holder identification number and sponsoring issuer number. An explanation of sale and purchase procedures under CHESS will accompany the notice. If there is a change in Shareholdings during a month, the relevant Shareholder will receive a statement to that effect at the end of that month. That person may also require the Company to provide a statement at other times subject to payment of an administration fee.

The distribution of the Prospectus outside the Commonwealth of Australia and New Zealand may be restricted by law. Consequently, all persons who receive the Prospectus must inform themselves of all applicable laws and observe any such restrictions. The failure to comply with any applicable restrictions may constitute a violation of securities laws. This Prospectus is not intended to, and does not, constitute an offer of securities in any place in which, or to any person to whom, the making of such an offer would not be lawful under the laws of any jurisdiction outside Australia.

Shares of the Company held by Orocobre will be subject to escrow conditions imposed by ASX.

None of the Shares to be issued under the Offer pursuant to this Prospectus will be restricted securities.

The Directors may at any time decide to withdraw this Prospectus and the Offer, in which case Elementos will return all Application Monies (if applicable) without interest within 21 days of giving notice of its withdrawal.

If investors complete an Application form, investors will be providing personal information to the Company (directly or to the Company's share registry). The Company collects, holds and will use that information to assess an investor's application and for corporate communications to an investor as a shareholder and to carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for the Company's securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

11PROSPECTUS 2009

Shareholders can access, correct and update the personal information that the Company holds about them. Shareholders may contact the Company or its share registry if shareholders wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1998 (Cth) as amended. Investors should note that if investors do not provide the information required on the Application Form, the Company may not be able to accept or process an Application.

1.19 Financial Forecasts

1.20 Investor Enquiries

The Company is an exploration company. Given the speculative nature of exploration, mineral development and production, there are significant uncertainties associated forecasting future revenues. On this basis the directors believe that reliable forecast cannot be prepared and accordingly have not included forecasts in this Prospectus.

Additional copies of the Prospectus or further advice on how to complete the Application Form can be obtained by telephoning or visiting:

Martin Place Securities Pty Ltd

Level 3, 14 Martin PlaceSydney, NSW 2000

Phone (02) 9222 9111Fax (02) 8224 9699Website www.mpsecurities.com.au

x

12 PROSPECTUS 2009

OVERVIEW OF THE COMPANY

2.1 Incorporation

2.2 Corporate Vision

The Company is an Australian-based exploration and development company initially incorporated as a wholly owned subsidiary of ASX listed company, Orocobre. The Company was created to advance the prospective hard rock copper-gold-molybdenum assets owned by Orocobre by way of an asset de-merger and subsequent listing on ASX.

The objective of creating a new company is to achieve better market recognition of these assets, with a management team dedicated to unlocking their potential. The restructure is expected to better facilitate the pursuit of attractive growth opportunities, and fast-track exploration activities.

The Company's vision is to create shareholder wealth through the exploration and discovery of high quality mineral deposits and to realise this value through development of the Company's projects.

Elementos Limited's success will be based on three key “Essential Elements”:

! the Plan,

! the Projects, and

! the People.

The Plan

The Company plans to achieve its corporate vision by:

targeting resources in world-class and emerging mineral provinces, focusing on gold and selected base metals;

engaging in generative exploration activities by pursuing mineral resources in established mineral provinces that require creative thinking and alternative development strategies;

selecting a balance of brown-field and green-field projects; and

identifying synergistic consolidation opportunities into companies and/or projects with established resource positions.

The Company will undertake a systematic approach to exploration and seek to maximise in-ground expenditure as a proportion of the total budget. Elementos has a budgeted exploration program of $3.5-5.0 million (based on the minimum and maximum capital raising) over two years, including option and exercise payments on projects, if they are all exercised.

The Projects The Company's portfolio includes six exploration properties in three mineral provinces in two countries (Argentina and Australia). Tenements are located in world class and emerging mineral provinces.

The Company has secured projects in mineral rich, highly prospective geological locations, with developed infrastructure located nearby, an attractive investment environment and low sovereign risk.

!

!

!

!

2

Australia – Queensland

Argentina

Australia – New South Wales

§World class minerals province

§Santo Domingo copper-gold porphyry

§Manantiales gold-silver epithermal vein

§Mt Isa Inlier minerals province

§Millenium cobalt project

§Five contiguous mining leases

§Prospective emerging minerals province

§Gold and polymetallic mineralisation targets

§Three granted exploration leases in northern NSW

– San Juan

13PROSPECTUS 2009

2.3 Summary of the mineral provinces in which the company operates/ explores

Province, Country/State Regional characteristics

Western Argentina has similar geology to Chile, although comparatively poorly explored, and its mineral potential not developed to the same degree.

Host to number of world class, large scale, and low cost mining operations and advanced stage mineral projects:

! Mines – Veladero and Gualcamayo

! Deposits – Pascua Lama, Casposo, Los Azules, and El Pachon

Santo Domingo inland location analogous with Alumbrera, one of the world largest copper-gold porphyries, 430km to the north.

Manantiales is a developing epithermal vein district; immediately adjacent to a development project at Caspso.

Low altitude projects with well established regional infrastructure compared to higher Andes projects.

Track record of the provincial government demonstrates that it is very supportive of new development projects.

San Juan, Argentina

Host to a large number of significant deposits including:

! Copper/gold - Mt Isa Copper, Ernest Henry, Osborne, and Selwyn! Lead/zinc/silver – Mt Isa Lead/Zinc, Hilton, George Fisher, Cannington, and Century

Several new undeveloped discoveries in close proximity to Millenium include:

! Merlin (molybdenum and rhenium)! Las Minerale/Rocklands (copper/cobalt)

The district has established mining, transportation and processing infrastructure in close proximity to the major regional centres of Mt Isa and Cloncurry.

Project access is via 35km well maintained dirt road.

Mt Isa Inlier. Queensland

New technology and geological ideas are successfully reviving this long dormant historical gold and base-metal province

New geological model and new exploration technologies to test the area.

More recent discoveries in the province include:

! Gold – Timbarra and Seven Hills! Molybdenum - Kingsgate and Stanthorpe projects

Hillgrove, put on care and maintenance in August 2009, was one of the world's larger antinomy mines outside of China

Well supported by regional infrastructure.

Excellent project access.

New England Fold Belt, NSW

14 PROSPECTUS 2009

(1) Cu = Copper, Au = Gold, Ag = Silver, Mo = Molybdenum, Co = Cobalt, BM = Base Metals (Lead, Zinc, Moly)(2) Typical tonnage for known deposits - Elementos targets are conceptual in nature as there is insufficient exploration to define a mineral resource to a JORC standard and it is uncertain if further exploration will result in the determination of a mineral resource

Deposit Style Typical Minerals(1)

Typical Grade

Typical

Tonnage (2)

Elementos

Project

Other example deposits

Argentina

Porphyry Cu Au, Mo Low Very large (0.5-1.0Bt)

Santo Domingo Alumbrera

Epithermal high

sulphidation

Au, Ag, Cu Low Large Santo Domingo Pascua-Lama

Epithermal low

sulphidation

Au, Ag High Moderate Manantiales Casposo

Australia

Shear-hosted Co ± Cu, Au High Low Millennium

Intrusion related Au, BM Various Various Cathedral Rocks Timbarra

Deep lead Au High Low Sydney Flat

Sediment hosted Au Medium Moderate Dalmorton

The Company has assembled a prospective portfolio of six high-quality exploration projects in world class minerals provinces. The portfolio of projects incorporates early stage or “green-field” targets, through to “brown-field” prospects with substantially more progress and being prepared for drilling throughout 2010.

Various

Bendigo/Ballarat

Hillgrove/Hill End

Elementos believes its tenements are highly prospective for the discovery of the economically important deposit types set out in the table below.

The typical grade and tonnage associated with each type of mineralisation is summarised below, by a comparison of other deposits of a similar style. It should be noted that while there are typical grades associated with these types of mineralisation, the grades are conceptual in nature and may not apply to the Company's projects, as there has been insufficient exploration to define any mineral resource to a JORC standard and it is uncertain if further exploration will result in the determination of a mineral resource or if determined, whether the resource will be economically viable:

Summary of Indicative Mineralisation Types and Elementos Targets

15PROSPECTUS 2009

2.4 Summary table of projects

Project Description*

Preliminary exploration suggests an exposed copper-gold-molybdenum style porphyry system, as indicated by extensive high-sulphidation and mineralisation.

Three major alteration zones identified with anomalous mineralisation exposed over several square kilometres:

El Arriero – rock chip samples have included 1.3g/t gold, 0.54% copper, 0.05% zinc and 17 g/t silver

Alunita – surface sample values up to 4.09g/t gold

Potentially a new belt of porphyry mineralisation.

!

! Divisoria – rock chip results over a 500m by 500m area has included 4.64g/t gold and 0.56% copper

!

Santo DomingoCopper, Gold

Located within a highly prospective epithermal gold district, adjoining and immediately to the north of Troy Resources gold-silver vein development, Casposo.

Shares a similar geological and mineralisation environment including the rock types and structures that host Casposo.

Historical rock chip sampling at Manantiales returned positive results:

Manantial: 22 samples >1g/t Au including 9.0g/t Au and 44.8g/t Ag

La Puerta: Rock chips up to 13.92g/t Au & 30g/t Ag

!

!

ManantialesGold, Silver

Targeting a thick zone of cobalt mineralisation formed around a number of high grade shear zones, identified through historical drilling.

Drill intersections have included: hole FD02 - 10.7 metres @ 2,333ppm Cobalt and 2.02% copper (within an envelope of 79 metres at 341ppm cobalt) and hole FD11 - 16 metres @ 1,743ppm cobalt within a much wider zone mineralised zone.

Potential for an open cut operation, producing high value cobalt metal and potentially copper and gold.

Historical metallurgical test-work demonstrated positive results.

MilleniumCobalt, Copper

Known base metal deposit, with significant historical tin production, never tested for gold or molybdenum.

New geological model suggest high prospectivity for a Timbarra style Intrusive related gold-molybdenum deposit.

Cathedral RocksGold, Lead, Zinc, Molybdenum

Covers major reefs of the Dalmorton and Little River goldfields which reportedly produced over 70,000 ounces from a number of lodes.

Using new geological ideas to re-assess a known minor resource to define a large open-cut mineable gold resource.

DalmortonGold

Historically prolific alluvial gold production (167,000 ozs) with a large area undeveloped due to the limitations of old mining methods.

Gold mineralisation in an ancient river system partially buried by thin veneer of basalt. Target that will benefit from the application of modern mining and clean extraction techniques.

Sydney FlatGold

* The data referred to in the table is historical in nature. Historical results are not in any way a guarantee of the existence of economically viable resources or the potential to successfully develop mining projects.

16 PROSPECTUS 2009

2.5 The People

The board and management team has a combination of technical, managerial and capital markets experience. This includes a wealth of experience operating and exploring in Argentina and Australia, including an extensive network of contacts and relationships.

Directors and management have also previously been involved in the acquisition and development of several projects in Argentina, including:

! Cerro Negro - acquired and advanced the early development of the Cerro Negro project in Argentina through an unlisted entity Oroplata Limited. Oroplata Limited later merged with Andean Resources (present market cap circa A$850 million) and Cerro Negro has developed into a multi million ounce gold project.

! Olaroz - acquired and completed significant pre-development work including a pre-feasibility study on a proposed new lithium-potash development.

! Manantiales – negotiated an option to acquire 100% of the Manantiales epithermal project.

! Cerro Morro – discovery of the Escondida deposits and developing the project into a significant exploration target for Exeter Resources.

! Caspiche (Chile) – managed members of the team that discovered and developed the Caspiche copper-gold porphyry target in northern Chile.

This background and collective experience highlights the potential to acquire potentially world class exploration projects in both countries.

2.6 Project Overviews

Argentina

Unlike neighbour Chile, which has been a major mining country for many decades Argentina has only recently joined the ranks of significant mining and mineral exporting countries. Prospectivity in Argentina has long been recognised as similar to Chile's, but it was not until the 1990's that new Federal mining legislation and foreign investment provisions opened up the country to well funded foreign mining and exploration companies. Since then, there have been major developments in Argentina including Bajo de la Alumbrera, Veladero, Gualcamayo, and others.

San Juan is one of the most prospective destinations for mining and exploration in Argentina. In addition to its attractive geology and mineral prospectivity, San Juan is host to a number of significant mineral deposits, and major mining operations, including:

Argentina project locations and world class mineral deposits

Pam

pean

as R

an

ge

Pre

co

rdille

ra R

an

ge

An

des

Ran

ges

Media Adua

Caucete

San Martin

SAN JUANCalingasta

Rodeo

Jachal

La Rioja

San Agustin

32° S

70° W 68° W

30° S

68° W

32° S

30° S

N

0 50 100km

C

H

I L

E

Major town

Major road

LEGEND

Elementos Project

Mine

Resource (Au, Cu, Mo)

Development

Pascua - Lama

Veladero Gualcamayo

Pachon

Pelambres

Casposo

Los Azules

ElementosProjects

A R

G E

N T

I N

A

Pascua Lama* – US$3.0 billion development, commissioning in

2013 & to produce 0.8Mozs and 35Mozs/yr of Au & Ag

Veladero*– Substantial gold reserve currently producing

more than 500kozs/yr

Gualcamayo* – Commissioned in July 2009 with Au production

target of 250kozs/yr

Los Azules* –an early stage but potentially substantial copper

project

Casposo* – Planned production of 100kozs/yr Au equiv from

late 2010

El Pachon*– Proposed US$2.4 billion copper -molybdenum

-silver development. PFS proposes a 200,000 tpa Cu concentrate operation over

20 years

Manantiales Project

Santo Domingo Project

* These projects are not assets of the Company and the proxinity of the the Company’s projects to these projects should in no way be taken as an indication that the Company will be able to successfully develop the Manantiales and Santo Domingo projects.

17PROSPECTUS 2009

! Gualcamayo (Yamana) – Situated in northern San Juan, Gualcamayo was commissioned in July 2009 with an annual gold

1production target of 200kozs per annum .

! Veladero (Barrick) – A substantial gold reserve situated in northern San Juan and currently producing more than 500kozs .

! Pascua Lama (Barrick) – US$2.80-3.0 billion development is expected to be commissioned in 2012 and produce 800kozs of

3gold and 3.5Mozs per annum of silver .

! Casposo (Troy Resources) – Planned production of 4100kozs/yr gold equivalent from late 2010 .

! Los Azules (Minera Andes) – Located in Western San Juan, Los Azules is an early stage, and potentially substantial, copper

5project .

! El Pachon (Xstrata) – Proposed US$2.4 billion copper/molybdenum/silver development in southern San Juan. Pre-feasibility study proposes a 200,000 tonne per annum

6copper concentrate operation over 20 years .

123456

http://www.yamana.com/Operations/CorePrincipalOperations/Gualcamayo/default.aspxhttp://www.barrick.com/GlobalOperations/SouthAmerica/Veladero/default.aspxhttp://www.barrick.com/GlobalOperations/SouthAmerica/PascuaLamaProject/default.aspxhttp://www.try.com.auhttp://www.minandes.com/s/LosAzules.asphttp://www.xstrata.com/assets/pdf/x_speech_200908141_analyst_visit_copper_sa.pdf

Santo DomingoCopper, gold, molybdenum

Elementos has an option to acquire 100% of the Santo Domingo project in San Juan, Argentina.

Location and access

The Santo Domingo project area comprises approximately 215km² in the Sierra de Chucuma, a mountain range of modest altitude (some 1,200 metres at the project area), to the east of San Juan. Although the area is remote from habitation, there is a sealed road only 20 kilometres to the east. The regional city of San Juan is approximately one hour's drive away, once on the sealed road. Unlike many other porphyry copper projects in South America, Santo Domingo is well supported by infrastructure and labour. This will reduce the development hurdles should potentially economic mineralisation be discovered.

Prospectivity and exploration target

Elementos has developed a major land position in an area that is now being revealed as a significant belt of porphyry mineralisation. The area is prospective for copper, gold, and molybdenum targets.

The project is located in the Sierra de la Huerta region and its northern extension, known as Sierra de Valle Fertil, which forms part of the Pampa Mountain chain. This geological belt is made up of a broad variety of Precambrian metamorphics and Palaeozoic intrusives and volcanics. In the area, small-scale historic mining operations for lead, silver, and gold have been supported. However, modern exploration methods and geological models have not been used to test the area's potential.

Media Adua

Caucete

San Martin

SAN JUAN

San Jose de Jachal

La Rioja

San Agustin

30° S

68° W

32° S

30° S

68° W

0 50km

SANTODOMINGOPROJECT

Major town

Major road

LEGEND

Province boundary

Railway

Santo DomingoTenements

0

N

5km

DIVISORIA

ALUNITA

EL ARRIERO

SantoDomingoProjectLocation

A R

G E

N T

I N

A

Santo Domingo project location, showing 3 main target zones

18 PROSPECTUS 2009

More recent exploration activities have included satellite imagery (ASTER) interpretation, stream sediment surveys, geological mapping, and rock chip sampling. The work has led to a number of new discoveries of large areas of alteration and mineralisation of both porphyry, and potentially some epithermal, styles.

At present three main target zones have been identified at El Arriero, Alunita and Divisoria. The main features are

! Strongly anomalous rock-chip samples up to 4.6g/t gold and 0.6% copper, across all prospects. Copper staining is common on the surface rocks;

! Concentric zoned alteration from central potassic to phyllic, typical of porphyry systems;

! Argillic alteration overprint, typical of porphyries near the surface and porphyry-epithermal transition;

! A distinct molybdenum signature at El Arriero, possibly indicative of a slightly deeper, more eroded level of a similar system; and

! Large scale with El Arriero having hydrothermal alteration and mineralisation to an area of some 2000 metres by 600-800 metres.

Follow-up field surveys in the general vicinity of the El Arriero have extended observed areas of hydrothermal alteration and mineralisation (elevated copper and gold values and some visible copper mineralisation) to an area of some 2000 metres by 600-800 metres. Mapping has confirmed a number alteration area and a survey conducted over surface samples has confirmed an oxidized porphyry copper system spectral signature.

A new area of alteration and mineralisation named “Alunita” was discovered during the past year. In addition, further work confirmed the potential of the Divisoria prospect.

These prospects are located approximately 6 kilometres and 2 kilometres respectively from the El Arriero porphyry. The mineralisation was discovered following up spectral anomalies from ASTER satellite images. New tenements have been applied for over other spectral anomalies.

At Alunita, an alteration zone covering approximately 25 hectares was discovered with elevated gold values in both rock chip and stream sediment samples. The rock types are altered rhyolitic intrusives, tuffs and breccias (milled and flow breccias). A concentric pattern of alteration has been observed. Intense and extensive silicic alteration occurs, associated with high levels of sulphides. Due to the topography, it is also interpreted that this zone of alteration may extend under the overlying rocks.

Alunita is interpreted as collapsed volcanic pipe where early porphyry alteration has been overprinted by argillic to advanced argillic alteration. Seven of 16 stream sediment samples returned assays in excess of 0.2 g/t gold with the three highest values being 4.09 g/t, 1.1 g/t and 0.8 g/t gold. Follow up rock chip sampling showed elevated values of gold and silver associated with fine grained sulphides.

At Divisoria, satellite imagery spectral anomalies indicating alunite-kaolinite and iron oxide alteration are evident over a large area (1500 metres by >250 metres). The area also displays circular and arcuate structures, outcropping altered granitoids and pyritic, siliceous breccia with visible oxidized copper mineralization. Rock chip samples on the veins commonly returned elevated values for lead, zinc, mercury, copper and barium. The chemistry and alteration also suggest that this system may be the lower part of an epithermal system. Taking topography into account, this highlights the prospectivity of the higher elevation strike continuation to the east and this will be targeted with future exploration campaigns.

These encouraging results all suggest that the three prospects appear to represent upper levels of a copper/gold/molybdenum porphyry style deposit. Each of the zones is considered to be a valid target for porphyry style mineralisation which are, by their nature, large targets (in the range of 500 to 1,000 million tonnes of mineralisation), but at

7low grade 0.3-1.0% Copper.

Proposed exploration programme

An intensive work program has been planned, incorporating mapping and sampling, and deep-penetration geophysics (MT and ground magnetics). A proposed exploratory reverse circulation drilling programme of the targets will follow, starting at El Arriero, in the second half of 2010.

Gold, silver

Elementos has an option to acquire 100% of the Manantiales gold project in San Juan, Argentina.

Location and access

Manantiales is situated about 150 kilometres northwest of the city of San Juan. Access is by paved roads to the town of Callingasta, 30 kilometres southeast of Manantiales, and then a graded dirt track. The relatively low altitude is expected to allow year-round access. Tenements cover approximately 100km². Local infrastructure and logistics includes power, water and labour.


Manantiales is located within a low sulphidation epithermal district, which includes: Troy Resources nearby Casposo epithermal gold/silver development, Castaño Nuevo (an abandoned gold mine site, 14 kilometres northeast) and the Castaño Viejo (an abandoned lead/silver/zinc/gold mine) located some 20 kilometres to the north.The project area is adjoining, and immediately north of the Casposodevelopment. Details of the Casposo project may be found on Troy Resources website (www.troy.com.au) or on the Company announcement section on the ASX website (www.asx.com.au).

Manantiales

7 This target is conceptual in nature as there has been insufficient exploration to define a Mineral Resource to a JORC standard and it is uncertain if further exploration will result in the determination of a Mineral Resource

19PROSPECTUS 2009

Historical exploration activities at Manantiales have been limited to reconnaissance sampling and mapping, with a total of 202 rock chip and 87 bleg and stream sediment samples taken. Initial fieldwork and structural interpretation of Caspsoso has helped identify two main target areas – the Manantial and La Puerta vein zones - both located in the southern part of the property. Sampling results at each vein have included:

! Manantial vein, interpreted as the northern extension along strike of the Julieta vein in the northwest of the Casposo project, where 22 samples with greater than 1g/t gold have been returned over a 1.5 km northwest trending structure including up to 9.01 g/t gold and 44.8g/t silver;

! La Puerta vein (located approximately 5.5 kilometres east of Manantial vein zone and parallel to the main Casposo vein corridor), has returned strongly anomalous gold and silver values including a peak of 13.92g/t gold and 30.3g/t silver.

Gold mineralization in both target zones is related to banded quartz veins and vein-breccias.

Several similar style targets have been identified across the property, returning anomalous gold and silver values accompanied by arsenic and mercury credits, suggesting high level emplacement and potential to delineate additional gold/silver mineralized structures at depth.

There is also the potential for base metals mineralisation on the northern side of the property. Rock chip samples have returned base metal values of >1% lead and zinc and > 200ppm silver, suggesting the potential for a deeper style of epithermal vein deposit in this area.The potential of the Manantiales project to contain an economic grade low-sulphidation deposit is supported by:

! Geological setting and mineralisation environment being similar to the nearby Casposo deposit, as evidenced through historical field work;

! Northwesterly trending structures that host Casposo appear to continue to the north into the Manantiales tenement;

! Good development of banded quartz veins and vein breccias that host most of the bonanza-grade fissure veins in the region;

! Significant grades of mineralisation reported from surface sampling;

! Potential to identify hidden or poorly exposed veins through a ground magnetic survey; and

! Potential for polymetallic mineralisation similar to the nearby Castano Viejo mine.

Manantiales project location showing neighbouring tenements

0 5km

Troy

Exeter

Troy

ManantialesTenementsManantialesTenements

Troy

Troy

Troy

Calingasta

Rodeo

Media Adua

Caucete

San Martin

SAN JUAN

San Jose de Jachal

La Rioja

San Agustin

30° S

68° W

32° S

30° S

68° W

32° S

0 50km

MANANTIALESPROJECT

Major town

Major road

LEGEND

Province boundary

Railway

N

ManantialesProjectLocation

A R

G E

N T

I N

A

20 PROSPECTUS 2009

Proposed exploration program

Elementos is currently seeking the required Environmental Impact Assessment to allow immediate exploration activities to commence. A comprehensive review of all the available historical exploration data will follow. Early in 2010, a planned comprehensive field program is expected to enable drilling of targets to commence prior to the southern winter that year. The field program encompasses detailed mapping, sampling, satellite imagery acquisition, and geophysics (ground magnetics).

In Australia, Elementos has prospective tenements in the world class Mt Isa Inlier in Queensland and in the New England Fold Belt in Northern New South Wales.

The Company's strategy in Australia is to apply proven new technologies and geological knowledge imaginatively to reappraising areas of small-scale historic mining.

The Mt Isa Inlier is one of the most significant gold and base metal producing districts worldwide, host to many world class copper/gold and lead/zinc/silver ore bodies, including Mt Isa, Hilton, George Fisher, Cannington and Ernest Henry.

Several recent major discoveries include Merlin (Molybdenum and Rhenium) and Las Minerale/Rocklands (copper and cobalt), both in close proximity to Millenium.

Cobalt, copper, gold

Elementos has an option to acquire five granted Mining Leases over a historic copper mining and exploration area. Millenium is highly prospective for shear-hosted cobalt mineralisation.

Location and access

Millenium is located in northwest Queensland, 35 kilometres northwest of Cloncurry, accessible via a well maintained gravel road. Millenium is situated within a highly mineralised district, 10 kilometres from Cudeco's Rocklands copper/cobalt project, which is emerging as a major new discovery. The district has established mining, transportation and processing infrastructure in close proximity to the major regional centres of Mt Isa and Cloncurry.

AUSTRALIA

Mt Isa Inlier, Queensland

Millenium

Julia Creek

CloncurryMt Isa

Dajarra

LEGEND

Mine

Resource

Road

Railway

Millenium Project

142° E138° E 140° E

22° S

20° S

22° S

20° S

142° E138° E 140° E

Lady Loretta(Zn Pb Ag)

Century(Zn Pb Ag)

Roseby (Cu Au)

Dugald River(Pb Zn Ag)

Rocklands (Cu)

Ernest Henry (Cu Au)

Eloise (Cu Au)

Osborne (Cu Au)

George Fisher(Pb Zn )Ag

Mount Isa(Cu Pb Zn )Ag

Cannington (Ag Pb Zn)Merlin(Mo Re)

0 100km

Map Area

N

MILLENIUM PROJECT

EPM14535

EPM14535

0 500 1000m

N ML7506

ML7507

ML2761

ML2762

ML2512

“Millenium 1"

“Rita Margaret”

“This time maybe”

“Federal”

To Cloncurry - 35km

“Millenium 2"

Millinium Project - location, surrounding Mines andmajor deposits

Millinium Project - Mining Lease locations

21PROSPECTUS 2009

Historical activity

Millenium has a number of historical copper mine workings and prospects that were operated around the turn of the last century. The Federal mine, on a trend to the east of the Millennium trend, exploited copper in bornite and chalcopyrite down to 135 metres and based on those historical workings, the exploration target is regarded by the Company as prospective for copper. Other workings along a shear “lode” structure were less successful for copper mining, but the lodes were noted to be rich in cobalt.

Between 1964 and 1991, a number of companies explored the region, for both copper and cobalt mineralisation. Carpentaria Exploration Company Pty Ltd initially completion field work and percussion drilling in 1964 and outlined a number of positive copper results. Tasman Minerals N.L completed a five hole diamond drilling program in 1970. Holes FD01, FD03 and FD04 were drilled to test for extensions of the Federal Lode whilst FD02 (EOH 183.1 metres) and FD05 (EOH 121 metres) were drilled to test the thick lower grade cobalt-copper mineralisation. Encouraging results were reported, confirming the thickness of the cobalt mineralisation including a best intersection in FD02 (95.4-106.1 metres) 10.7 metres @ 2,333ppm cobalt and 2.02% copper.

Hole Depth Thickness Co (ppm) Cu (%) Au (ppm)

FD06 91.2 - 149.9 58.7 385 0.13 Not assayed

Including 137.0 - 140.9 3.9 1256 0.75 "

FD02 52.7 - 133.5 78.9 341 0.23 Not assayed

Including 51.2 - 52.7 1 60 2.00 "

95.4 - 106.1 10.7 2333 2.02 "

FD10* 20.0 - 82.0 62 474 0.22 0.11

Including 33.0 - 36.0 3 1297 0.62 0.21

39.0 - 42.0 3 946 1.07 0.35

70.0 - 75.0 5 2155 0.42 0.34

FD07* 46.0 - 87.3 41.3 346 0.10 0.26

including 61.0 - 65.0 4 1145 0.47 1.71

FD05 33.5 - 121.9 88.4 513 0.11 Not assayed

including 47.2 - 53.3 6.1 1993 0.26 "

70.1 - 76.2 6.1 1015 0.28 "

93.0 - 97.5 4.5 1183 0.01 "

105.2 - 108.2 3 4550 0.25 "

Another three diamond holes were subsequently drilled in the northern parts of the mining leases. The table below outlines some of the results demonstrating the large thickness of mineralisation encountered within a quartzite unit.

A number of holes to the south also encountered mineralisation, but within a narrower shear zone within shales. However, the cobalt grades were high.

22 PROSPECTUS 2009

Hole Interval Thickness Co (ppm) Cu (%) Au (ppm)

FD11 10.0-33.0 23 1260 0.2 0.06

including 14.0-30.0 16 1743 0.24 0.08

FD09 33.0-50.0 15 1065 0.15 0.02

including 37.0-41.0 4 2420 0.06 0.02

45.0-48.0 3 1436 0.29 0.02

There appears to be some continuity of a higher grade cobalt zone between the holes and this will need to be tested with further drilling.

Most historical exploration (pre-1991) was aimed at delineating high grade copper mineralisation, with little emphasis on the cobalt, which was then in the range of US$5/lb to US$/10lb. With prices now above US$15/lb, cobalt is the principal target.


Historical exploration reports and drill sections have outlined a large mineralised envelope of cobalt between 40 and 88 metres thick, over a strike length of approximately 450 metres, open to the north, south and down dip. The envelope is formed around a number of significant high grade shear zones with lower grade intermediate zones within a quartzite unit.

Previous metallurgical test work undertaken by Hydrometallurgical Research Laboratories demonstrated an ability to produce potentially saleable, high grade cobalt concentrate with high recoveries. This is because, unusually, the cobalt mineralisation is in the form of cobaltite and not as cobaltiferous pyrite. It was also possible to produce a separate copper concentrate.

Q L D

N. S. W.

Stanthorpe (Mo)

Seven Hills (Au)

Kingsgate (Mo)

HillgroveResource 5.5Mt @ 4.9g/t Au & 1.8% SbReserve 2.4Mt @ 4.1g/t Au & 2.5% Sb

Mt Carrington(Au, Ag, Zn)

EL7067

EL7066EL6918

“Dalmorton”

“Cathedral Rocks”“Sydney Flat”

Gold CoastTweed Heads

Warwick

Murwillumbah

Stanthorpe

Lismore

Tenterfield

GraftonGlen Innes

Inverell

Coffs Harbour

ARMIDALE

N. S. W.

N

LEGEND

Elementos Project

Resource

Road

0 50km

Project Locations

Mine

Timbarra (Au)

Taronga (Sn)

The exploration objective is to delineate thick cobalt mineralisation suitable for open cut mining and processing, to produce saleable high value concentrates of cobalt and copper.


A program of fieldwork and follow-up drilling is planned by the Company. All available data from the previous companies' mapping and drilling programmes will be sought, compiled and correlated to derive a clear focus from the early fieldwork.

The initial field programme will have the objective of assessing the potential for additional mineralised areas parallel to the current known mineralised trend and also to investigate potential extensions along strike or down dip. Mapping, soil and outcrop geochemistry and ground geophysics will be involved. Existing targets indicated by past drilling and additional targets from the initial field programmes, will then be drill tested. Further metallurgical studies will be undertaken to optimise flotation performance.

The New England Fold Belt is an exciting emerging mineral province, which in the past, has been a significant production area for gold, tin and base metals. Although previously relatively unexplored, the area is

New England Fold Belt, New South Wales

Elementos project locations - New England Fold Belt, NSW.

23PROSPECTUS 2009

now receiving increased attention with the application of new geological theory and exploration techniques and with the application of new mining and processing technology. In recent years, the area has been host to a number of new gold and polymetallic mineral “discoveries and developments” including:

! Hillgrove (antinomy and gold);

! Kingsgate and Stanthorpe (molybdenum);

! Mt Carrington (gold, silver and zinc);

! Taronga (tin); and

! Seven Hills and Timbarra (gold).

The Company has three large project areas in a relatively unexplored, but in historically rich mineralised mining areas and will be targeting large, near surface gold and polymetallic ore bodies, utilising modern day exploration techniques.

Gold

Location and access

This 256 km² lease, located 5 kilometres south of Armidale in New South Wales, encompasses the entire Sydney Flat Goldfield, including the Uralla deep leads and the projections of the system under cover. A network of sealed roads covers the property and the New England Highway cuts through the eastern side. Excellent access is available to all infrastructure, local services, as well as the regional airport.

Historical activity

First gold production was reported in the 1850's in “deep leads”, old river channels, where they had been exposed by the erosion of the overlying basalts. At one point, the field reputably accounted for 2% of worldwide annual gold production for five years and based on the historical works the Company regards the exploration target as prospective for gold.

About 5 kilometres of channel was worked, with a further 15 kilometres remaining under basalt cover. Historically, mining could not extend under the cover due to the high influx of water and flowing sands flash-flooding the headings. Water pressure is a positive feature for a potential modern extraction method, borehole mining, that Elementos is conceptually considering.

Previous attempts at exploring the area had limited success, mainly due to the limitations of traditional drilling techniques in running sands under high water pressures when borehole mining was not yet available.

Sydney Flat

Geology and mineralisation

The old river channels had been protected from erosion and mining by thin basalt lavas that flowed down the river. The channel widths vary from 50 to 800 metres wide, with tributaries, and are up to 30 metres deep, averaging 10 metres. Traditionally, it was assumed that the gold was transported with the sediment from a nearby source, but recent work indicates it might have been chemically deposited.


The scale of the alluvial target is significant when based on the 15 kilometre strike length of unexploited channels and the quoted 100 metre average width. Including tributaries of the auriferous drainage system in estimations has the potential to increase the prospectivity of the exploration target .


Future exploration by the Company will be focused on outlining extensions of the Sydney Flat Deep Lead system to the north to define the most continuous and prospective areas. A staged program is planned:

! Multi-Spectral data interpretation to locate the clays within exposed channels;

! Ground-penetrating radar to ascertain the profiles of the channels;

! Air-core and reverse-circulation drilling to recover the auriferous sands; and

! Testing >1m³ samples in a pilot plant to determine recoverable gold content.

Modern mining technology

Borehole-Pump Mining is an advance in drilling technology that extracts sediment from underground without expensive and environmentally damaging large scale pits. The technique takes advantage of the high water volumes and pressures and flowing sands that stopped the early miners. Gold can then be separated via traditional gravity techniques used in a number of mines in Australia (such as at St Ives in Western Australia), as well as overseas in the United States, Canada and the former Soviet Union. The advantage of this mining and processing method is its relative simplicity, low cost, low environmental impact, absence of chemical residues, low capital costs and low risk.

Gold, base metals

Location and access

Cathedral Rocks, comprising a 256 km² lease, is located 50 kilometres east of Armidale in northern NSW. Access is by paved roads and a network of farm tracks. Excellent support infrastructure and local services are available in Armidale.

Cathedral Rocks

24 PROSPECTUS 2009

Historical activity

Cathedral Rocks is centred on the historic reef and alluvial tin fields of Yooroona, Lauder and School Gully. The tin fields form a cluster around a remnant of baked older rock on top of a granitic intrusion, the Round Mountain Adamellite.

Approximately 3,800 kilograms of cassiterite were produced from these limited areas when they were worked during the 1900's and intermittently thereafter.

Exploration between 1911 and 1955 encountered strong gold and base-metal anomalies.

During the 1970's, CRA defined strong polymetallic anomalies in soils, trenches, and follow-up drilling on geophysical targets. Holes intercepted up to four zones of mineralisation up to 30 metres wide to 120 metres down hole, with strong tin, lead, zinc, copper and silver anomalies. Other holes intercepted mineralisation in altered granites or cut narrow or low-grade zones, interpreted as being peripheral to mineralisation. Mineral widths appear to increase at depth, forming a series of stacked lens.

Crucially, CRA did not analyse for gold or molybdenum, now considered the most prospective targets. CRA regarded the deposit as being analogous to Anduramba in southeast Queensland.


Intrusive Related Gold Systems are a style of mineralisation where the minerals are deposited in halos in and around large granitic intrusions characterised by suites of pale felsic granites (Leucogranties). Gold, molybdenum and tin deposits are known to be related to intrusives. The Round Mountain Adamellite is at the southern end of a chain of I-type leucogranites, which hosts the Timbarra Gold Mine 200 kilometres north, as well as the Kingsgate and Seven Hills deposits in between. The Company is focusing on an area of hornfels (baked country rock) that is suspended in the roof of the Round Mountain Adamellite. Hornfels are brittle rocks that form fractures and open spaces easily when faulted, which can then be mineralised by the fluids generated from the intrusion.

Drilling that has occurred has been in a localised area using outdated exploration models. No exploration has been undertaken for gold, or an intrusive related gold systems style deposit.

New understanding of intrusive related gold systems shows that Cathedral Rocks has the required structure and lithologies indicative of excellent potential for large bulk tonnage mineralisation, which could be exploited by open cut mining methods. Intrusive related gold systems are potentially economically significant deposits.


The Company's program builds on existing knowledge of the known base metal mineralisation as a potential geological model for gold deposits within the prospect. Exploration will include a detailed review of all available data, comprehensive sampling across the property for

the main deposit indicators, interpretation of multi-client aeromagnetic survey data, prospect-scale mapping and sampling and drilling of defined targets.

Gold

Location and access

The Dalmorton and Little River gold fields are located approximately 55 kilometres west-southwest of Grafton in northern New South Wales, 60 kilometres east of Glen Innes on the northern tablelands. Both towns have local logistics and infrastructure and are connected by a sealed road. A graded road leads to Dalmorton township and a network of logging roads provides access to the project.

Historical activity

The Dalmorton and Little River Gold Fields were first discovered in the 1860's and worked intermittently until 1942. At the peak, 60 mines were working. Average gold grade was estimated at around 30g/t and total gold production approximately 70,000oz.

The exploration license covers approximately 251 km², including a significant part of the Little River Gold Fields. During the 1980s and 90s, Little River Goldfields N.L (LRG) and BP Minerals Australia (BPMA) explored the district using reverse-circulation and diamond drilling with some success. However, when the gold price collapsed, exploration was withdrawn.


The project covers an area of deformed interbedded sediments and volcanics, intruded by the Kingsgate Adamellite, a source of metal-rich fluids similar to that in Cathedral Rocks. Mineralisation occurs in disseminations and replacement of susceptible sediments and in open spaces created by movement on the Demon Thrust fault.

Getty, LRG and BPMA defined gold resource at the Pine Creek lode potentially mineable by open cut methods. The mineralisation was open at depth and there are multiple targets that have yet to be followed-up.

New understanding of these styles of deposits implies that there is the good potential for a large bulk tonnage mineralisation which could be exploited by open cut mining methods.


A program of fieldwork and follow-up drilling is planned by the Company. All available data from previous companies' exploration will be compiled and correlated to achieve better focus from the early fieldwork. Field mapping and sampling across the known prospects are planned to build on the existing data to develop drill targets, with a view to defining a JORC-compliant Resource.

Dalmorton

25PROSPECTUS 2009

BOARD AND MANAGEMENT

Elementos Limited and its Board

The board and management team has a strong combination of technical, managerial and capital markets experience. The group has expertise and experience in operating and exploring in Argentina and Australia, and as a result, has an extensive network of contacts and relationships.

The Board is responsible for the corporate governance of the Company, including its strategic development. The Board comprises three members and is responsible for setting corporate strategy, establishing goals for management and monitoring performance against these goals.

The Board anticipates that it may appoint additional members as the Company continues to develop and expand.

A. Anthony McLellanChairman

Mr McLellan is a skilled company chairman with experience in a range of resource industries. For approximately thirty years he lived overseas, the last twenty years in America. A proven leader, he has been the CEO of major international corporations, and has transacted business in more than twenty countries.

During his time abroad, Mr McLellan served as President and CEO of the predecessor of Barrick Gold, now the world's largest gold mining company, headquartered in Toronto, Canada.

Since returning to Australia, Mr McLellan has acted as the initial chairman of Felix Resources and was closely involved in building Felix Resources into a major coal company. He also served as chairman of Bemax Resources, which he helped develop into Australia's second-largest mineral sands producer. Mr McLellan was instrumental in the sale of Bemax to a Saudi Arabian entity at a substantial premium.

Mr McLellan is currently chairman of Norton Gold Fields Limited, owner of the Paddington Gold Mine at Kalgoorlie, the purchase of which he negotiated from Barrick Gold. Since his appointment in 2006, Norton has grown rapidly, and is now Australia's fourth largest ASX-listed gold producer.

Mr McLellan served as chairman of Habitat for Humanity, for many years. During his tenure, the organisation grew substantially, winning the Prime Minister's National Award. Mr McLellan was also a director of Opportunity International Australia, a partnership that operates in over 30 countries, providing micro loans to poor people in the third-world. Other not-for-profit interests include his directorship of The Menzies Research Centre. He is also chairman of Australian Christian Lobby.

Directors

Corey Nolan B.Com, MMEEManaging Director

Mr Nolan was appointed Managing Director of Elementos Limited in September 2009 following his role as Corporate Development Manager for Orocobre Limited, where he was primarily responsible for facilitating the de-merger of Orocobre's copper and gold assets into Elementos Limited.

Mr Nolan has over seventeen years of diverse experience in the resources sector. This has included experience in mining operations, global resource evaluation, and the financing and development of new opportunities in Australia, South Africa, Asia, and South America.

Mr Nolan's is a qualified mineral economist who has applied his first-hand practical and technical skills in specialist roles as an equities analyst in the mining and natural resources sector of stock broking firms Morgan Stanley and Wilson HTM. During this period he undertook detailed coverage of the Australian and global resources sector including the commodities market.

Mr Nolan has been a Director at PriceWaterhouseCoopers in the corporate finance and valuations practice, specialising in resources industry valuations for Australian and global resources firms. Most recently Mr Nolan worked as business development executive with ASX listed coal exploration and development company, Aviva Corporation, where he undertook commercial development of Aviva's integrated energy portfolio and identified acquisition opportunities in Australia and Africa.

Mr Nolan's qualifications and experience in mining, economics, finance, and management across several continents are well suited to the development opportunities before Elementos.

26 PROSPECTUS 2009

L to R: Neil Stuart (Director), Corey Nolan and Gustavo

(Managing Director)Delendatti

3Directors

Neil Stuart M.Sc., FAusIMM, MMICA, MAIG. Director

Mr. Stuart is a highly experienced exploration geologist with over 35 years involvement in the minerals industry. He is a Fellow of The Australasian Institute of Mining and Metallurgy, a Member of The Australian Institute of Geoscientists and a number of other professional organisations.

Earlier in his career, he worked with Utah Development Company (for uranium, base metals and coal) and then managed the highly successful coal exploration program for Marathon Petroleum Australia Ltd with activities in all states of Australia, Kenya, Morocco, South Africa, Madagascar and Indonesia.

In 1979 Mr. Stuart established a Geological Consultancy based in Brisbane and has since undertaken assignments for numerous major and junior mining companies. Work during this period involved many commodities including gold, base metals, coal and uranium. A significant part of his work has been the delineation and acquisition of projects.

Since 2000 Mr. Stuart has been heavily involved in project delineation and acquisition in Australia, Mexico and Argentina. As a founding Director of Oroplata Limited, he was instrumental in acquiring the highly prospective Cerro Negro Epithermal Gold Project from MIM Holdings Ltd, and advancing the project until the company merged with Andean Resources Limited.

Alistair Grahame B.Sc (Hon) Geology and Applied GeologyExploration and Development Manager

Mr Grahame is an experienced exploration geologist with over 14 years experience in the minerals industry. He is a Fellow of The Geological Society of London, a Member of the Society of Economic Geologists and has membership for the Australian Institute of Geoscientists. He has a Bachelor of Science with Honours in Geology and Applied Geology from the University of Glasgow, United Kingdom.

Mr Grahame has worked in South America as an exploration geologist since 1997 in a variety of geological roles developing and advancing deposits that have included Pascua-Lama, El Indio, Tambo, Rio del Medio, San Carron and TNR-La Ortiga, as well as generating regional targets.

From 2001 he worked for six years in Patagonia developing projects, and in regional exploration for Brancote, Meridian Gold, Minera Andes and Exeter Resources. Most notably, he was involved with the Esquel Project and was responsible for developing the Cerro Moro Project in Argentina into a significant exploration target for Exeter Resources. He was also part of the management team that discovered the Caspiche copper and-gold porphyry system in northern Chile.

He has permanent residency in Argentina, is fluent in Spanish and based in Elementos' Brisbane head office.

Gustavo Delendatti B.Sc (Hon), PhD Geological ScienceArgentina Exploration Manager

Mr. Delendatti is an experienced exploration and evaluation geologist with over 14 years experience in the exploration and development of world class gold/silver and gold/copper deposits in Argentina and Chile. He is a member of the Australian Institute of Geoscientists and Qualified person within the definition of that term for National Instrument 43-101, Standards of Disclosure for Mineral Projects.

Mr Delendatti has worked as project geologist in a variety of gold/copper/silver projects in the Andes and Patagonia region of Argentina including Poposa, Río Frío, Chezanco and Guanaco Zonzo, on porphyry copper/gold grassroots exploration in north west Argentina and as a project geologist at the Veladero gold deposit for more than two years.

In 2004 he joined Exeter Resources as exploration project manager at the Don Sixto low sulphidation gold deposit (1.26 million ounces of gold) during scoping and pre-feasibility stages. He then transferred to a similar role at the Caspiche copper/gold project (19.6 million ounces of gold and 4.8 billion pounds of copper) located in the Maricunga belt in northern Chile.

Paul Crawford CPA, B.Bus-Acc, MFM, Grad. Dip. Bus. LawCompany Secretary

Mr Crawford is an accountant with over 30 years of commercial experience in various technical and management roles within the minerals, coal and petroleum industries. He has also had significant corporate experience in the management and governance of ASX listed resource and mining companies.

Mr Crawford is the principal of a corporate consultancy firm he established in 2001, offering a range of commercial and corporate governance services to corporate clients.

Mr Crawford is currently a non-executive Director and company secretary of ASX-listed companies DiamonEx Limited and ActivEx Limited and company secretary of Orocobre Limited.

27PROSPECTUS 2009

RISK FACTORS

This section describes the areas the Company regards as potential risks associated with an investment in the Company. These risk factors may impact upon the future performance of the Company and while some of these risks may be mitigated through the use of contingency plans and safeguards, some of the risks are outside the control of the Company and cannot be mitigated. Investors should carefully consider the following risk factors in light of the whole of this Prospectus before applying for shares. There can be no guarantee that the Company will achieve its stated objectives and that any forward looking statements will eventuate. An investment in the Company should be considered speculative.

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. The exploration and development of natural resources is a speculative activity that involves a high degree of risk.

Stock Market Risk

Intending subscribers and prospective investors should be aware that there are risks associated with investments in companies listed on ASX. The price of the securities of a publicly traded company can be highly volatile and the value of the Company's securities can be expected to fluctuate depending on various factors, and therefore the price of the Company's securities may trade below or above the offer price. This can particularly be the case with exploration companies.

Various factors that may affect the market price of the Company's securities include exploration results, changes in commodity prices, stock market sentiment, general economic conditions, changes in government policies, investor perceptions, movements in interest rates and stock markets and market conditions that affect the mining industry in Argentina and worldwide.

General Economic Conditions

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 and other economic factors. The price of commodities and level of activity within the mining industry will also be of particular relevance to the Company.

The Company's performance may be influenced by changes in inflation, interest rates, exchange rates, business cycles and taxation.

Domestic Economic Conditions

It is possible that a general downturn in the Australian economy will affect the performance of the Company and as such, the market value of securities in the Company. Alterations in government fiscal, monetary and regulatory policies, and changes in interest rates may affect the performance of the Company.

4.1 General Risks

Ongoing Financial Requirements

The Company anticipates that its existing resources, together with the net proceeds of the Offer, will enable it to carry out its planned operations. However further funding, either debt, equity or a combination of both may be required for the ongoing development of the Company's projects.

However, the Company's future financial requirements will depend upon various factors, including the performance of any mining operations, fluctuations in the commodities and currency markets and general business conditions.

Should the Company need to raise additional funds, there can be no assurance that additional funds would be available on a timely basis, on favourable terms or at all, or that such funds, if raised, would be sufficient to enable the Company to continue to implement its business strategy. If adequate funds are not available, the Company's business will be materially and adversely affected.

Government Policy and Legislative Changes

Capacity to explore and mine, as well as industry profitability generally, can be affected by changes in government policy that are beyond the control of the Company.

Changes in government regulations and policies may adversely affect the financial performance of the Company. The Company is not aware of any current or proposed material changes in relevant regulations or policy.

Unforseen 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.

Commodity Price Risk

The Company's prospects and Share price will be influenced by the price obtained from time to time for the commodities targeted in its exploration programs. Commodity prices fluctuate and are affected by factors including the relationship between global supply and demand for minerals, forward selling by producers, the cost of production and general global economic conditions.

Commodity prices are also affected by the outlook for inflation, interest rates, currency exchange rates and supply and demand issues. These factors may have an adverse affect on the Company's exploration and any subsequent development and production activities, as well as its ability to fund its future activities.

28 PROSPECTUS 2009

4

Foreign Exchange

Since 1996, the AUD$/US$ has traded in a range from a low of around 48 cents to a high of close to 97 cents. The Argentinean peso has also fluctuated against the $US significantly. Fluctuating exchange rates have a direct effect on operating costs, cashflows and profits expressed in Australian dollars. The Company does not at present have any currency hedging in place.

Environmental Risks

The Company's projects are subject to Australian and Argentine laws and regulations in relation to environmental matters, which means there are potential liability and project risks. The Company proposed to comply with applicable laws and conduct its programs in a responsible manner with regard to the environment. However, the Company may be:

! subject to potential liability related to the mining and extraction of gold and other metals by the Company; or

! prevented from mining due to the environmental impact of its activities on an area.

Any such developments might impact adversely on the Company's Share price.

Investors should be aware that an investment in the Company involves many risks which may be higher than the risks associated with an investment in other companies. The specific risk factors that should be taken into account in assessing the Company's activities and investment in the Company include but are not limited to the following:Exploration and Operational Risks

By its nature, the business of exploration is a speculative endeavour and involves significant risks. The Company's prosperity depends on the successful exploration and/or acquisition of resources or reserves, competent operational management and efficient financial management. Further, the nature of the business of exploration can sometimes result in industrial accidents and other incidents beyond the control of the Company.

There can be no assurances that the proposed project exploration programs described in this Prospectus, or any other projects or tenements that the Company may acquire in the future, will result in the discovery of a significant ore deposit. Even if a significant ore deposit is identified, there can be no guarantee that it can be economically exploited.

Ultimate success depends on the discovery and delineation of economically recoverable mineral resources, establishment of an efficient exploratory operation, obtaining the necessary titles and access and government and other regulatory approvals. The exploration 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

4.2 Specific Risks

availability of the necessary technical equipment and appropriately skilled and experienced technicians, adverse changes in government policy or legislation, access to the required level of exploration funding and costs of access to its tenements.

Resource Targets

The geological characteristics of the Company's mineral targets at the various locations covered by the Tenements appear to have similar characteristics to locations where established exploration and mining operations have been or are being successfully conducted. However, 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.

Operating in Argentina

Some of the Company's key assets are its contractual interests in mining tenements in Argentina.

Changes in Argentine laws and regulations will have a significant effect on the Company's exploration operations, especially changes to environmental, mining, grant or renewal of concessions, royalties and taxation. The political conditions under which the Company currently operates are stable compared to many areas of the world, but arguably not as stable as Australia. Potential risk to the Company's activities may occur if there are changes to the political, legal and fiscal systems which might affect the ownership and operation of the Company's interests in Argentina. This may also include changes in exchange control regulations, expropriation of mining rights, changes in government and in legislative and regulatory regimes.

Mine Development Risk

Possible future development of mining operations at any of the Company's projects is also subject to numerous risks. The Company's operations may be delayed or prevented as a result of weather conditions, mechanical difficulties, shortage of technical expertise or equipment. There may be difficulties with obtaining government and/or third party approvals, operational difficulties encountered with extraction and production activities, unexpected shortages or increase in the price of consumables, plant and equipment, cost overruns or lack of access to required levels of funding.

If the Company commences production, its operations may be curtailed or disrupted by a number of risks beyond its control such as environmental hazards, industrial accidents and disputes, technical failures, unusual or unexpected geological conditions, fires, explosions, adverse weather conditions and other accidents.

29PROSPECTUS 2009

The Company's operations may be adversely affected by higher than anticipated ore treatment costs, worse than anticipated metallurgical conditions, fluctuations in base and precious metal prices or lack of availability of smelter capacity.

No assurance can be given that the Company will achieve commercial viability through development of any of its tenements or projects.

Contract Risk

The Company's interests in the Tenements are contractual only. Accordingly there is a risk that the counterparty may be unwilling or unable to comply with the terms of the Material Contracts. There are no certainties that the Company will be able to obtain adequate damages or specific performance in the case of such default and this may have a material impact on the value of the Company and its shares.

Tenement Interests

Although they are at an advanced stage of the application process, a number of the Tenements are yet to be formally registered. While the Company is not aware of any impediments, there is no certainty that they, or renewals of them, will be granted or that they will be granted on the same terms.

Hazards

The Company, as an active participant in exploration programmes, may become subject to liability for hazards that cannot be insured against or against which it may elect not to be insured because of high premium costs. The Company may incur a liability to third parties (in excess of its insurance cover) arising from pollution, environmental damage or other damage, injury or death.

Contractors

The Company is dependant 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's operations.

Reliance on Key Personnel

In formulating its exploration programs, the Company relies to a significant extent upon the experience and expertise of the Executive 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 and will be 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 Prospectus.

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 expenditure requirements identified in Sections and of this Prospectus will, unless an exemption is granted, make one or more of the Tenements subject to possible forfeiture.

Tenements have previously been renewed in Argentina notwithstanding full expenditure requirements not having been met, on the basis that further expenditure will occur. While it is anticipated that this practice will continue, a change of practice may result in additional expenditure being required on specific tenements before renewal. The total required cannot be determined in advance. In this event, the Company would review its expenditure commitments on each affected tenement and determine whether to relinquish affected tenements or redirect expenditure to maintain them.

Dividends Policy

The Company has not declared a dividend for the year ending 30 June 2009 and does not intend to pay dividends for the year ending 30 June 2010. Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of profit, the operating results and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurances in relation to the payment of dividends, or the franking credits attached to such dividends, can be given.

Maps and Diagrams

The Company has commissioned and produced diagrams and maps in this Prospectus to help identify and describe the Tenements. Investors should note that these maps and diagrams have not been independently reviewed and therefore the Company cannot guarantee the accuracy of the location of the Tenement boundaries exhibited in the maps and diagrams. Maps and diagrams identifying drilling should not be taken as a statement of the Company's work programme. Maps and diagrams should be taken as illustrative only of the Directors' intentions in relation to potential areas for exploration and drilling, which may change.

30 PROSPECTUS 2009

Resource Estimations

Resource estimates are inherently imprecise, as they are expressions of judgement at a particular time based on available information, interpreted using experience and resource modelling techniques. The estimates, while made by qualified professionals, may change over time as other information becomes available which differs from information known or predicted by past drilling, sampling and geological interpretation. Estimates remain subject to change which may adversely affect the Company's operations, performance or the commercial viability or its projects.

Native Title and Aboriginal 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 or obtain exploration or mining licences. In applying for certain licences, the Company must observe the provisions of Native Title legislation. In carrying out exploration and/or mining operations it must observe Native Title legislation (where applicable) and Aboriginal Heritage legislation which protects Aboriginal sites and objects of significance, which may impair the Company's activities, cause delays or increase its costs.

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 tenements or their renewal will be approved. The Company's tenements are subject to numerous Queensland, New South Wales and Argentine legislative conditions.

The renewal of the term of a granted tenement is also subject to discretion of the relevant Minister or authority. 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.

Joint Ventures

The Company may wish to develop its projects or future projects through joint venture arrangements. Any joint ventures entered into by, or interests in joint ventures assigned to, the Company could be affected by the failure or default of any of the joint venture participants.

31PROSPECTUS 2009

INDEPENDENT GEOLOGIST’S REPORT5The DirectorsElementos LimitedGPO Box 3233Brisbane Qld 4001

Dear Sirs

INDEPENDENT GEOLOGICAL REPORT ON THE EXPLORATIONTENEMENTS OF ELEMENTOS LIMITED

This Report has been prepared at the request of the Directors of Elementos Limited (Elementos) for an Independent Geological Report covering the mineral exploration interests of Elementos for inclusion in a Prospectus relating to the issue of 25 million ordinary shares at 25 cents per share to raise $6,250,000. This report provides an independent geological appraisal and review of the exploration properties.

The report has been prepared by R C Pyper, BSc. FAusIMM, GAICD. Consultant Geologist.

The information used to prepare the report is drawn from reports and plans prepared by Elementos' consultants and from open file exploration reports. We do not doubt the authenticity or substance of investigative reports and we have not carried out a total audit of the available information. No field visit was undertaken to any of the projects, however the writer is familiar with the Cloncurry area and has visited the Dalmorton Gold Field in the past.

This report is prepared in accordance with the relevant requirements and listing rules of ASX Limited, and the Australian Securities and Investments Commission (ASIC) Regulatory Guides, 111, 112 and 55. Regulatory Guide 111 provides guidance on how an expert can help security holders make informed decisions about transactions. Regulatory Guide 112 explains how ASIC interprets the requirement that an expert is independent of the party that commissions the expert report (commissioning party) and other interested parties. Regulatory Guide 55 covers the citing of experts and statements of interest.

Yours faithfully

R. C. W. PyperPrincipal,Minnelex Pty Ltd

283 Huntingdale StreetPullenvale, Qld 4069

Ph/Fx 07 33742443 M 04-19661342October 12, 2009

MINNELEX PTY. LTD.GEOLOGICAL CONSULTING SERVICES & VALUATIONS

ABN 99 096 513 276

R.C.W.PyperBSc; FAusIMM; GAICDPrincipal. Minnelex Pty Ltd

32 PROSPECTUS 2009

Tenement

Name File Number Right type Current situation Owner Area Annual Canon

Required

The exploration interests described in this report are as listed below. Elementos has the right to a 100% interest in these tenements by making certain payments, as set out elsewhere in this prospectus.The locations of the tenement boundaries as defined are shown in the project maps accompanying this report.

Table 1. Tenement Position.

Country/Pais State/Provincia Project/Proyecto Minerals Tenement Number Tenement Status

Australia Queensland Millennium Cu/Au ML2512 Awarded

Australia

Queensland

Millennium

Cu/Au ML2761

Awarded Australia Queensland Millennium Cu/Au ML2762 Awarded



Australia NSW N.NSW Au EL7066 Awarded

Australia NSW N.NSW Au EL7067 Awarded

Australia NSW N.NSW Au EL6918 Awarded Argentina San Juan Marayes Coal 1124-131-O-09 Pending Award

Argentina San Juan Marayes Coal 1124-132-O-09 Pending Award


Tenement

Name File Number Right type Current situation Owner Area Annual Canon

Required

Arriero 414-765-R-04 Cateo (exploration permit)

Replaced by MDcalled Lam

Rolando Gramage

498 Nil

Divisoria 414-1213-R-05 Cateo (exploration permit) Replaced by MDcalled Ananda

500 Nil

414-1336-R-05 Cateo (exploration permit) Granted 500 Nil

AlunitaSuperior

1124-0144-G-06 Replaced by MD called Alunita

1458 Nil

1124-0367-G-06 Cateo (exploration permit)

1940 Nil


In due process ofgranting

2155 Nil

AlunitaInferior


5000 Nil

Lam 1124-493-G-07 MD (Made descubrimiento)

nifestacion

498 Canon will in 2010 and will beUS$ 1,200 per annum

commence

Ananda 1124-94-G-09 MD

500

Alunita 1124-133-G-09 MD

1458

Rolando Gramage

Rolando Gramage

Rolando Gramage

Rolando Gramage

Rolando Gramage

Rolando Gramage

Rolando Gramage

Rolando Gramage

Rolando Gramage






Canon will in 2012 and will beUS$ 1,200 per annum

commence

Canon will in 2012 and will beUS$ 1,200 per annum

commence

Manantial 3 520-120-M-97 MD Granted Manantiales S.A. 3,126 US$ 6,500

Manantial 4 520-121-M-97 MD Granted Manantiales S.A. 3,069 US$ 6,500

Manantial 5 520-122-M-97 MD Granted Manantiales S.A. 3,061.69 US$ 6,500

Manantiales Project

PROPERTY

33PROSPECTUS 2009

INTRODUCTION

IntroductionGold and base metal targets are the priority focus of Elementos Limited, which has interests in a portfolio of six exploration properties in three mineral provinces in two countries (Argentina and Australia). Tenements are located in world class and emerging mineral provinces.

San Juan, a province in relatively under-explored Argentina, has been chosen for its abundance and variety of mineralization and recent history of successfully developing world class, large scale, low cost copper and gold mines.

Opportunities Elementos is exploring in San Juan are:-

! Copper, gold, molybdenum ± silver porphyry style mineralisation, high sulphidation epithermal gold-copper; and

! low-sulphidation epithermal gold-silver and polymetallic mineralisation.

In northwest Queensland, Australia, Elementos is working in the massively endowed Mt Isa-Cloncurry district. Excellent infrastructure, well understood geology and several recent world-class discoveries substantiate its continued potential.

San Juan, A world-class gold – copper mining province

The Mt Isa Inlier, one of the most prolific provinces for base-metals and copper – gold

In Queensland, Elementos Mining Leases are prospective for shear-hosted deposits with high value cobalt with secondary copper and gold credits.

New technology and geological ideas are successfully reviving this long dormant historical gold and base-metal province located in northern New South Wales, Australia. Tenements are prospective for:

! Intrusion Related Gold Systems (IRGS),! Deep-Lead Gold Systems, and! Vetiform and Stratiform Gold.

Three large project areas are being targeted by Elementos in this relatively unexplored emerging minerals province. Modern exploration techniques, not well utilised in the province, will be used to target large, open cut mineable, gold and polymetallic orebodies.

The focus in Argentina is due to its attractive mineral endowment in the commodities sought and the relatively under-explored nature of the country. Copper and gold mineralisation occurs predominantly in the southern Andean belt that extends over 1,000 km through northwestern Argentina and the Santa Cruz gold belt in southern Patagonia.

The gold and base metal mineral potential of Argentina can be divided into 4 main regions:

! The Puna of the northern Andes plataeu for copper, gold, silver, tin, lead and zinc.

! The centre for gold, porphyry copper, nickel-platinum and manganese.

! The central Cordillera and Pre-cordillera for epithermal and porphyry copper and gold.

! Patagonia, for epithermal gold and silver deposits and polymetallic lead-zinc deposits.

The high Andean plateau in the North hosts significant concentrations of silver as well lead and zinc. To the west, the Valle del Cura constitutes one of the most important gold and silver districts in the world (with resources of over 40 million ounces (Moz) gold and 1,000 Moz silver). It includes two mega gold and silver deposits namely Veladero and Pascua Lama. Four epithermal silver-gold vein deposits are currently producing in the emerging Patagonian belt, with several more advancing. Several large porphyries have been discovered in the centre, including Bajo de la Alumbrera.

The New England Fold Belt, emerging as a significant mineral province

ARGENTINA

Mineralised Shear in a Costean, Millennium

34 PROSPECTUS 2009

A number of substantial gold and base metal deposits have been developed within the last few years in Argentina, these include:

! copper/gold/molybdenum mine in the Catamarca Province. Ranked as one of the world's largest porphyry orebodies. Production began in 1998 with resources of 806 million tonnes (Mt) at 0.51% copper (Cu) and 0.64 g/t gold (Au). Annual production is 600,000 oz gold and 180,000 tons of

1copper.

! The Veladero (Barrick Gold) epithermal gold mine, in San Juan province, , has proven and probable reserves at 12.2 M ounces of

2gold. and a production of 536,000 ounces of gold in 2008.

! The Cerro Vanguardia (Anglogold Ashanti) epithermal gold and silver deposit situated in Santa Cruz. In production since 1999, its reports a Mineral Resource of 37.99 Mt at a grade of 3.05 g/t Au for 3.73 million ounces of gold as of December 31st,

32008.

! Gualcamayo (Yamana Gold) sediment-hosted gold mine, San Juan, entered production in 2009, with a proven and probable reserve of 83.67 Mt at a grade of 1.02 g/t gold for 2.9 million

4ounces gold.

! San Jose (Hochschild and Minera Andes) epithermal vein silver-gold mine, in Santa Cruz province. Commenced production in 2007. The mine produced 4.4 million ounces of silver and 54.3

5thousand ounces of gold in 2008.

The Bajo de la Alumbrera

Figure 1: Location Map of San Juan Province and the major mineral districts of Argentina.

!

production since 2008, with a mineral reserve of 6.39 Mt at a grade of 185 g/t silver and 2.69 g/t Au, for a combined open-cut

6and underground operation of 2,000 tonnes / day.

! The Martha Mine (Coeur d´Alene), located in Santa Cruz Province in southern Argentina. Production at the Martha mine in 2008 was approximately 2.7 million ounces of silver and 3,313 ounces of gold from intermediate sulphidation, epithermal quartz

7and quartz adularia veins, veinlets and breccias.

! Pascua-Lama (Barrick Gold), straddles the border between San Juan (Argentina) and Chile. A development Project which has proven and probable reserves of 17.8 million ounces of gold, with 717.6 million ounces of silver and 649.5 million pounds of

8copper, and an estimated mine life of more than 25 years.

! Casposo (Troy Resources) Au-Ag low sulphidation development project, in San Juan province, owned by Troy Resources, has a

9Total Mineral Reserve of 1.73 Mt @at a grade of 6.9 g/t Au eq.

! Los Azules (Minera Andes) copper project, located in western San Juan province which has an independently-calculated inferred mineral resource of 922 million tonnes grading 0.55

10percent copper, and containing 11.2 billion pounds of copper.

! Agua Rica (Yamana Gold) porphyry copper gold deposit in Catamarca Province with Proven and Probable Reserve estimated at 797.723 Mt at 0.23 g/t gold and 0.49% copper for 5.78 million

11ounces gold and 8,671 billion pounds of copper.

! El Pachon (Xstrata Copper) copper project located west of San Juan, near the border with Chile with reserves of 880 Mt grading at

120.6%Cu, 0.015% molybdenum (Mo), 0.2 g/t Au and 2.4 g/t Ag .

! Cerro Negro (Andean Resources) epithermal gold and silver deposit in Santa Cruz, contains a JORC and NI 43-101 compliant

13resource of 2.27 million ounces of gold.

! Pirquitas (Silver Standard) silver development project, located in the northern Jujuy province with a measured & indicated resource of 45.2 Mt at a grade of 152.3 g/t silver, 0.07 % Tin and

140.78 % zinc.

! Esquel (Yamana Gold) gold project in Chubut; with Indicated Resources totalling 4.7 Mt at a grade of 15 g/t gold and 23 g/t

15silver for 2.286 million ounces gold.

! Don Sixto (Exeter Resources) low-sulphidation gold project in Mendoza; containing 1.26 million ounces gold at an average

16grade of 1.3 g/t gold.

! Cerro Moro (Exeter Resources) low-sulphidation gold-silver project in Santa Cruz; with an inferred resource estimate of

17646,000 ounces gold equivalent at a grade of 18 g/t Au eq .

Manantial Espejo (Panamerican Silver), Santa Cruz, in mining

35PROSPECTUS 2009

0 500km

The Puna

Patagonia

SANTO DOMINGO

A

R

G

E

N

T

I

N

A

MANANTIALESCentral Argentina

The Andes Cordillera& Precordillera Salta

BUENOSAIRES

Mendoza

Alumbrosa

! Diablillos (Silver Standard) silver project on the border of Catamarca and Salta province, NW Argentina; hosts indicated resources of 640,000 ounces of gold and 77.1 million ounces of silver, and inferred resources of 187,000 ounces of gold and 6.3

18million ounces of silver

! Navidad (Aquiline) silver-lead project in Chubut province, with and Measured and indicated resource of 155.2 Mt at a grade of

19150 g/t Ag Eq (127 g/t Ag and 0.87 % Pb).

1 2

3 4 5 6 7 8

9

101112

1314

1516

17

18

19

http://www.alumbrera.com.ar/inst-proceso.asphttp://www.barrick.com/GlobalOperations/SouthAmerica/Veladero/default.aspxhttp://www.anglogold.com/NR/rdonlyres/B214D063-C0C6-4E24-A4EEF93ACE2CEC01/0/Argentina2008.pdfhttp://www.yamana.com/Investors/ReservesAndResources/default.aspxhttp://www.hochschildmining.com/content/pagina1.php?pID=67http://www.panamericansilver.com/operation/argentina215.phphttp://www.coeur.com/operations-martha-argentina.htmlhttp://www.barrick.com/GlobalOperations/SouthAmerica/PascuaLamaProject/default.aspxNI 43-101 Technical Report, Troy Resources NL, Casposo Project, Argentina, 2009http://www.minandes.com/s/LosAzules.asphttp://www.yamana.com/Investors/ReservesAndResources/default.aspxhttp://www.xstrata.com/assets/pdf/x_speech_200908141_analyst_visit_copper_sa.pdfhttp://www.andean.com.au/projects_cerro_negro.phpNI 43-101 Technical Report on Mina Pirquitas Silver, Tin and Zinc project, Silver Standard Resources, Jujuy, Argentina, 2008http://www.yamana.com/Investors/ReservesAndResources/default.aspxNI 43-101 Technical Report, Exeter Resources, DonSixto Project, Argentina, 2007.NI 43-101 Technical Report, Exeter Resources, Cerro Moro Project, Argentina, 2009NI 43-101 Technical Report on Diablillos property, Salta and Catamarca provinces, Argentina, Silver Standard Resources, 2009NI 43-101F Technical Report on Navidad project, Chubut province, Argentina, Aquiline Resources, 2009

San Juan Province(Commodities - gold, copper, silver)

San Juan Province, covering a significant portion of the Andean mountains, hosts some of the larger gold.-copper deposits in the world. Exploration successes from the mid 90's to date, indicate significant potential to find new, world-class deposits. Major economic deposits cover a wide range of mineralization styles and environments including porphyry copper, porphyry copper-gold, high sulphidation epithermal gold, low sulphidation gold-silver and sediment hosted gold. These include: Pascua-Lama, Veladero, Gualcamayo, El Pachon and Los Azules.

The mineralisation in the Andes of Argentina and Chile is related to a long history of plate subduction and associated volcano-plutonic arcs that were generated in a compressive margin from the Mesozoic to the Miocene-Pliocene.

The two main episodes of eastward subduction of oceanic lithosphere (Nazca plate) under continental lithosphere (South-American plate) occurred during: a) the Late Paleozoic and; b) the Late Mesozoic through Cainozoic. Both episodes have generated mineralised deposits along the Andes Mountains. The second subduction was at a low angle compared to elsewhere worldwide, giving rise to volcano-plutonic arcs of calc-alkaline composition which migrated eastwards from the coast of Chile through the Andes mountains, correlating to the area underplated by flat-slab subduction between 27º S and 33º S.

The second volcanic arc was the most important being responsible for all the major gold-copper bearing deposits in the Andes, including those located in El Indio and Maricunga belts. The migrating volcanic arc entered Argentina about 18 million years ago and continues moving eastwards into central Argentina, see , providing magmatic sources both in the Andes and in areas far inland, e.g., Bajo de La Alumbrera porphyry copper-gold deposit, Gualcamayo gold deposit, the Famatina gold district and the volcanic fields in central Argentina.

36 PROSPECTUS 2009

Pam

pean

as R

an

ge

Pre

co

rdille

ra R

an

ge

An

des

Ran

ges

Media Adua

Caucete

San Martin

SAN JUANCalingasta

Rodeo

Jachal

La Rioja

San Agustin

32° S

70° W 68° W

30° S

68° W

32° S

30° S

N

0 50 100km

C

H

I L

E

Major town

Major road

LEGEND

Elementos Project

Mine

Resource (Au, Cu, Mo)

Development

Pascua - Lama

Veladero Gualcamayo

Pachon

Pelambres

Casposo

Los Azules

SANTODOMINGOPROJECT

MANANTIALESPROJECT

Unusual

Plate

Low Angle Subduction of Pacific

0 100 200 300 400 500

0

R.L. (m)

6000

2000

4000

0

R.L. (m)

6000

2000

4000

KILOMETRES

Manantiales ProjectSanto DomingoProject

San Juan

Andes Mountain Range

Pacific Ocean

A R G E N T I N A C H I L E

Main Range Frontal Range

Precordillera Range Pampean Ranges

Intrusives & Volcanoes

HotMantle

Continental Crust

Melting Ocean Floor Rises

Figure 2: Location of Elementos' Tenements within regional context, including working mines and advanced projects.

Figure 3: Schematic cross-section showing how “Flat-slab” subduction has caused widespread igneous activity (plutonism and volcanism) throughout western Argentina, not restricted to the Andes.

37PROSPECTUS 2009

ElementosProjects

A R

G E

N T

I N

A

Pascua Lama – US$3.0 billion development, commissioning in

2013 & to produce 0.8Mozs and 35Mozs/yr of Au & Ag

Veladero – Substantial gold reserve currently producing

more than 500kozs/yr

Gualcamayo – Commissioned in July 2009 with Au production

target of 250kozs/yr

Los Azules –an early stage but potentially substantial copper

project

Casposo – Planned production of 100kozs/yr Au equiv from

late 2010

El Pachon – Proposed US$2.4 billion copper -molybdenum

-silver development. PFS proposes a 200,000 tpa Cu concentrate operation over

20 years

This entire area is highly prospective for Copper-gold porphyries and related epithermal systems, but the interior of Argentina has been relatively ignored by explorationists. Since Argentina opened up to mining in the early nineties, most exploration has been focused on the Andes Mountains, mirroring the better known mineralisation in Chile. The interior of western Argentina has seen much less activity, even though, as can be seen in , it is still highly prospective and several major deposits have already been identified there, such as Bajo de la Alumbrera, Famatina, and Gualcamayo, which are clearly related to the eastwards migrating volcanic arc.

The main styles of mineralisation in San Juan are all broadly related, as shown in . Porphyries are near surface (500-2500m) intrusions with halos of sulphidic mineralisation in a cap or halo in and around the top of the intrusion. The system has a moderate to strong zoned alteration with typical potassic alteration in the centre. The mineralisation generally forms as veinlets and disseminations.

The Epithermal styles form near or sub-surface, mainly from the fluids escaping from the porphyries and local fluids which form convection cells through the rock. High sulphidation deposits form at higher temperatures and may form explosive breccias which are then mineralised or as disseminations associated with strong district scale alteration halos. Low sulphidation epithermals are cooler temperature and typically form veins, stockworks or breccias of quartz and/or calcite with sulphides. These typically have limited and weaker alteration signatures.

High SulphidationAu+Ag+Cu

Alteration

Porphyry

Alteration

Vein

Disseminated andstockwork

Mineralisation

EpithermalEnvironment

PorphyryEnvironment

Limit of Alteration

Low SulphidationAu+Ag

stratovolcano(eroded)

Limit of Alteration

Figure 4: Schematic diagram showing relationship between, Prophyry-style , High and Low Sulphidation Epithermal styles and sediment-hosted mineralisation

San Juan Projects

Santo Domingo Project, San Juan Province(Commodities: gold, copper, molybdenum)

Potential exists for Elementos to locate new gold/copper/molybdenum systems within the Santo Domingo property. Exploration targets suggested by the widespread mineralisation could be quite large, in the order of 100 -1000 Mt across three discrete prospective zones - El Arriero, Alunita and Divisoria.

The project area comprises approximately 215km2 and is located in the east of San Juan province approximately 20 kilometres from a sealed highway and approximately 1 hours drive from the provincial capital, San Juan (population 800,000) with grid power and on the railway. Unlike many other porphyry copper projects in South America, Santo Domingo is at low altitude, 1,250 metres and well supported by infrastructure and labour. This will reduce the development hurdles should potentially economic mineralisation be discovered.

Elementos' Santo Domingo property covers a large area in which gold-copper +/- molybdenum porphyry-style mineralization has been detected in three discrete zones hosted in, or close to, dacitic porphyries stocks and sill-dyke complexes that intrude metamorphic, acid tuffs and granitic rocks. Gold, copper and molybdenum mineralization at these prospects is found in quartz stockworks and as disseminations and veinlets in both, porphyry and wall rock. The most abundant sulphide is pyrite, accompanied by chalcopyrite, sphalerite, molybdenite and galena. Silver sulfosalts (tennantite – tetrahedrite) has been also observed in quartz veins and veinlets placed at shallow levels of the El Arriero and Divisoria prospects.

A preliminary conceptual modelling suggests that:

! The Alunita prospect is a shallowly eroded porphyry copper-gold system where early potassic and phyllic alteration phases underwent overprinting by advanced argillic assemblages.

! The El Arriero and Divisoria prospects show a generally similar geological setting characterized by similar rock types and alteration as well as molybdenum anomalies that suggests a slightly deeper level of exposure compared to Alunita.

Geology and Mineralisation

The project is located in the Sierra de La Huerta Range, part of the Sierras Pampeanas geological province, part of the metamorphic basement of the western part of Argentina and is Precambrian to lower Paleozoic in age. Tonalite-diorite gneisses and gabbros, amphibolites and acid tuffs have been intruded by intermediate to felsic porphyries (dacite to rhyolite) and felsic plutons of probable Permian to Tertiary age.

38 PROSPECTUS 2009

Media Adua

Caucete

San Martin

SAN JUAN

San Jose de Jachal

La Rioja

San Agustin

30° S

68° W

32° S

30° S

68° W

0 50km

SANTODOMINGOPROJECT

Major town

Major road

LEGEND

Province boundary

Railway

Santo DomingoTenements

0

N

5km

DIVISORIA

ALUNITA

EL ARRIERO

SantoDomingoProjectLocation

A R

G E

N T

I N

A

The southern portion of Sierra de La Huerta is characterized by a significant number of historic small scale mining operations, worked since mid 19th century up to the 1980s. These include the Marayes (Cerro Blanco district formed by including Caledonia and Albion Au, Pb, Zn, Ag deposits); Yanzi mine (Pb, Ag, Zn); and the El Morado gold district. Few, if any, have been explored with modern techniques as the area has only received very limited regional exploration by international mining companies.

Limited sampling and mapping over the southern portion of Sierra de La Huerta means that the area is still very poorly understood compared with the better known mineralisation in the high Andes. Increased regional understanding of the mineralising processes of the region, which is within the limits of strong magmatism over the subducted slab extending beneath the Andes, has considerably raised the prospectivity of the region.

Figure 5: Santa Domingo Tenements showing principal Prospects

Alteration atEl Arriero, showing clear contrast between thealtered and surrounding rock

Limited sampling and mapping over the southern portion of Sierra de La Huerta means that the area is still very poorly understood compared with the better known mineralisation in the high Andes. Increased

regional understanding of the mineralising processes of the region, which is within the limits of strong magmatism over the subducted slab extending beneath the Andes, has considerably raised the prospectivity of the region.

Previous Work

Previous field work by Orocobre, the original property owner, consisted of horse supported expeditions, which have conducted reconnaissance stream sampling, follow up stream outcrop and talus sampling, and reconnaissance scale interpretive mapping. This work successfully identified the three main areas of interest nominated (Alunita, El Arriero and Divisoria). Followup programs have concentrated on El Arriero and Alunita. Limited work has been carried out on Divisoria, the most recent and most remote discovery.

A detailed ASTER satellite imagery interpretation was conducted, which helped to identify areas of zoned alterations, the most important of which have been followed up in the field program.

Reconnaissance sampling produced gold values up to 4.09 g/t at Alunita; 1.3 g/t at El Arriero and 4.64 g/t Au and 0.56 % Cu at Divisoria. Anomalous copper and molybdenum values are widespread, ranging between 0.1% Cu to 0.36 % Cu and a peak of 964 ppm Mo.

A possible structural interpretation suggests that the porphyries are hosted in corridors sub parallel and adjacent to a major northwest-trending crustal discontinuity (related to the Chucuma Megafracture) where cross structures are present to create suitable mineralisation traps.

39PROSPECTUS 2009

In September and October 2009, Elementos carried out a spectral analysis of hand-samples specially collected from Alunita and El Arriero prospects. The aim was to test and support the of the geologists' observations and to provide qualified data on the grade and distribution of alteration as part of a series of planned geo-technical analysis by the company.

The minerals detected at the Santo Domingo project sample set include jarosite, illite, a small zone of muscovite, hornblende, iron chlorite (2338- 2348nm), gypsum, goethite, hematite and bronchantite. “Pure” examples of these minerals from the deposit were compared to the Specmin™ data base.

El Arriero Zone

Generally speaking the spectral signatures coincide with interpreted alterations seen in the El Arriero zone. The alteration seen in the samples may reflect overprinting of assemblages. The presence of chlorites and amphiboles may reflect a potassic stage and that of illite an intermediate argillic phase. The presence of gypsum on weathered surfaces and the iron oxides may show a supergene stage present.

Alunita Zone

Given the few samples measured for this zone we may not have seen representative examples of the inferred alteration. There is an argillic component to the samples but not advanced argillic. These samples may be indicating a supergene environment but there are no 'direct' indicators for definitive conclusions. The presence of iron oxides and gypsum on weathered surfaces and the strong barium in ICP assays supports the idea of an acid sulfate alteration over the upper part of Alunita. This is common in many deposits from when the system is cooling and collapsing, causing a supergene overprint in the upper portions of the system.

SWIR Conclusions

It is concluded that the minerals observed in this sample set are compatible with and may relate to an oxidized porphyry copper system. There is considerable hematite, goethite and jarosite; illite, possibly after muscovite; chlorite possibly degraded after a mafic and there is hornblende/uralite, which is an associate of mineralized zones in porphyry molybdenum systems. Gypsum and anhydrite can also be found in ore zones of porphyries. The alteration seen in the samples may reflect overprinting of earlier porphyry assemblages by argillic alteration.

AREA OF INTENSELY ALTERED OUTCROPPING PORPHYRY

Prospectivity

El Arriero Prospect

El Arriero shows up as a distinctive colour anomaly elongated 2,700m northeast and 800m to 1,000m wide. The interpretative map has delineated a group of dacitic porphyry stocks intruding Mid-Ordovician metamorphic rocks, described as amphibolites, with tonalites, diorites and granites. Hydrothermal alteration displays a zoned pattern characterized by potassic alteration in the center grading to phyllic/argillic and propylitic haloes outwards. Quartz stockworks and pervasive silica, is present.

Gold, copper and molybdenum mineralization has been identified in quartz stockwork and as disseminations and veinlets in both porphyry and wall rock (up to 1.3 g/t gold, 0.054 % copper, 0.05 % zinc and 17 g/t silver accompanied by anomalous arsenic). Some native gold occurs in quartz veinlets encountered in polished sections. Fourteen widespread samples have returned anomalies higher than 200 ppm copper with two peaks of 0.36 % copper and 0.16 % copper, both associated with chalcopyrite and copper oxides. Eleven samples returned molybdenum anomalies higher than 10 ppm including a peak of 122 ppm molybdenum. Zinc anomalies are restricted to ten samples ranging between 212 to 662 ppm zinc and a peak of 0.36 % zinc.

Figure 6: Aerial view of the extent of alteration at El Arriero

40 PROSPECTUS 2009

??

?

?

?

?

?

?

?

?

?

?

?

?

?

?

3370000 E 3370500 E 3371000 E 3371500 E 3372000 E

6544000 N

6543500 N

6543000 N

6542500 N

3370000 E 3370500 E 3371000 E

6544000 N

6542500 N

Visible copper on surface

Stream sediment sample

Rock chip sample

Proposed drill hole

Porphyry zone

Silicification of granite- argillic alteration

Shear - shear zone

Tenement boundary

LEGEND

Major drainage

Sector

Sector Tres Amigos

Bronce

Sector Meseta

Sector Arriero

N

0 500m

Alunita Prospect

This northeast trending prospect has dimensions of some 1,100m by 400m and is placed approximately in the centre of an interpreted sub-circular structural feature. Systematic field mapping has not yet been carried out but the lithologies are characterised by dacitic porphyries intruding metamorphic rocks and rhyolitic tuffs.

Interpretative mapping indicates the presence of an alteration pattern with discrete potassic (secondary biotite) centres grading outwards to phyllic and argillic haloes in the two main mineralised areas: Hydrothermal alteration strikes northeasterly, following the intrusion and centered on the dacite porphyry.

Creek / gully

Ridge line

Rock chip and / orstream sediment samplereturning over 0.2 g/t Au

Probable location ofporphyry intrusivecontact zone

Argillic

Phyllic (sericitic)

Potassic

ALTERATION ZONES

LEGEND

6545000 N

6545500 N

3367000 E 3367500 E 3368000 E

1.14 ppm Au

7.65 (4.08) ppm Au

0 200m

?

?

3371500 E 3372000 E

Figure 7: Preliminary map of El Arriero

Figure 8: Preliminary Prospect Map of Alunita

41PROSPECTUS 2009

Alunita Prospect

This northeast trending prospect has dimensions of some 1,100m by 400m and is placed approximately in the centre of an interpreted sub-circular structural feature. Systematic field mapping has not yet been carried out but the lithologies are characterised by dacitic porphyries intruding metamorphic rocks and rhyolitic tuffs.

Interpretative mapping indicates the presence of an alteration pattern with discrete potassic (secondary biotite) centres grading outwards to phyllic and argillic haloes in the two main mineralised areas: Hydrothermal alteration strikes northeasterly, following the intrusion and centered on the dacite porphyry.

Alteration in outcrop in Alunita

The alunite ASTER spectral signature in conjunction with barium and phosphorous anomalies (with highs of 2,000 ppm and 1,570 ppm respectively) support the acid sulphate signature. The upper alunite area extends over a 450m by 400m area and is associated with most of the metal anomalies including a gold high of 4.09 g/t, returned by a stream sediment sample. In addition, nine rock samples, four stream sediments and one soil sample have returned gold values ranging between 0.24 to 0.78 g/t. A number of copper, zinc and lead anomalies are also present.

Hydrothermal alteration zones and assemblages at the El Arriero and Alunite prospects suggest overlapping epithermal mineralization. Lower copper and the lack of molybdenum anomalies combined with the hydrothermal alteration mineralogy suggest the Alunite prospect is at a higher level of exposure than El Arriero.

Divisoria Prospect

Work completed at Divisoria has included reconnaissance stream sediment and rock chip sampling. No systematic or interpretative mapping has yet been carried out. Sampled rock types are dacitic porphyries with argillic alteration intruding metamorphic rock suggesting strong similarities with El Arriero and Alunite.

Reconnaissance sampling over an area of 500m by 500m located three in te res t ing rock ch ip samples fo r fo l low up work :

0.34 ppm Au, 736 ppm Cu; 0.54 ppm Au, 417 ppm Cu; and 4.64 ppm Au, 0.56% Cu (highest gold sample taken in the property)

Proposed Work Program

A proposed exploration program at El Arriero, Alunita and Divisoria prospects is detailed as follows:

! Detailed rock, alteration and mineralization outcrop mapping (which includes the ongoing SWIR PIMA survey) at 1: 2,500 scale. Alteration mapping is intended to differentiate when possible prograding porphyry alteration assemblages and retrograde overprinting argillic to advanced argillic alteration assemblages. Quartz stockwork, pervasive silica, and zones of disseminated and in-veinlets sulfides should be also outlined.

! Systematic rock chip and talus fines sampling to highlight anomalies, which would be followed up with more detailed mapping and sampling

! Deep-penetration geophysical Magneto Telluric survey combined with ground magnetic, aiming to identify deep magnetic and conductive sources and to better define the limits of porphyry-related mineralization at shallow levels.

! Exploratory RC drilling of the targets defined by the work described above, starting in El Arriero.

! Metallurgical tests (bottle roll) over diamond core samples in conjunction with petrography and polish sections descriptions for mineralogical determinations purposes (metals, alteration assemblages and rock types) will be conducted in places where mineralization is intercepted by drilling. This study is aimed to cover most of the geological and metallurgical aspects in mineralised zones.

! Fluid inclusions studies in quartz stockwork veining and banded quartz veins to establish and confirm the level of exposure of the porphyry system.

! District scale exploration should continue to locate new gold – copper – molybdenum systems within the Santo Domingo property through the completion of a systematic regional exploration program including ASTER imagery interpretation, reconnaissance mapping and geochemical sampling.

Budget

The exploration budget is heavily committed to RC drilling with $150,000 spent in the first year and $100,000 in the second year. The drilling is supported by geological mapping, geochemical sampling and ground geophysics and includes $30,000 for earthworks related to improving access. Expenditure for Year 1 is $431,353 and for Year 2 is $887,824

42 PROSPECTUS 2009

Manantiales(Commodities: gold, silver)

Manantiales is part of a low sulphidation epithermal mining district which includes the Troy´s Casposo development gold-silver project as well as Castaño Nuevo gold-silver and Castaño Viejo lead-zinc-silver-gold deposits, both abandoned mines. The target is an epithermal gold-silver vein deposit, which are typically high-grade moderate tonnage operations.

0 5km

Troy

Exeter

Troy

ManantialesTenementsManantialesTenements

Calingasta

Rodeo

Media Adua

Caucete

San Martin

SAN JUAN

San Jose de Jachal

La Rioja

San Agustin

30° S

68° W

32° S

30° S

68° W

32° S

0 50km

MANANTIALESPROJECT

Major town

Major road

LEGEND

Province boundary

Railway

N

ManantialesProjectLocation

A R

G E

N T

I N

A

The Manantiales property of 97 sq. km is located some 160 km or 2 hours west of San Juan. Nearest towns are Villa Corral and Calingasta, located 16 km to the east and 32 km to the southeast respectively. Elevation ranges approximately between 2,600 to 3,500 meters ASL. Access is by sealed and then graded roads as far as the limits of the tenement and then by foot, horses or 4WD. The area has all year round access and Calingasta town has facilities such as power, hospital, water, hotel and fuel.

Figure 9: Location Map and satellite image of Manantiales Project, showing neighbouring tenements

Neighbouring Properties: Troy Resources

Manantiales lies immediately north of the Casposo Au-Ag low sulphidation development project hosted in bonanza grade fissure veins.

43PROSPECTUS 2009

Manantiales is enclosed within a northwest structural corridor which controls a number of epithermal quartz fissure and sheeted vein and alteration zones, hosted by felsic volcanics of the Permian ‐Triassic

Choiyoi group. Some of the alteration/mineralisation zones are contained in the intersection of NW and NE structures and in sub‐circular structural features within the NW corridor

Geology and mineralisation

The main mineralization present on the Manantiales property are quartz fissure, sheeted veins and brecciated veins, with Au mineralization accompanied by Ag credits. These are hosted by Permian ‐Triassic

rhyolites and underlying andesite volcanic. Mineralization in the region is related to calc-alkaline volcanomagmatic arcs placed in convergent margins.

Fieldwork has helped identify two main target areas – the Manantial and La Puerta vein zones, both located in the southern part of the property (see figure). The Manantial vein is interpreted as the northern extension along strike of the Julieta vein target in the Casposo project. At the Manantial target, 22 samples with greater than 1g/t gold have been returned over a 1.5 km northwest trending structure including up to 9.01 g/t gold and 44.8g/t silver. Rock chip sampling at La Puerta vein (located about 5.5 km to the east of Manantial vein) has returned strongly anomalous gold and silver values including a peak of 13.92g/t gold and 30.3g/t silver. Gold mineralization in both targets is related to banded quartz veins and vein-breccias.

Extensive Vein Zone in Manatiales

Manantiales is placed at shallower level than Casposo , based on surface mineralization Au:Ag ratios at the Manantial and La Puerta areas, considered in conjunction with the low sulphide content and the lack of significant lead and zinc mineralization. A gold - silver rich zone preserved from erosion is likely above the precious and base metals level. A similar pattern could also be inferred at several more targets of similar mineralization style that have been identified across the Manantiales property, Anomalous gold and silver values have been returned, accompanied by arsenic and mercury credits. This also suggests high level emplacement and the potential to delineate additional gold – silver mineralised structures at depth.

There is also the potential for base metal mineralisation in the northern sector of the property. Rock chip samples have returned base metal values of >1% lead and zinc and > 200ppm silver suggesting the potential for a deeper style of epithermal vein deposit in this area.

The exploration objective is to first delineate the extension of Manantiales and La Puerta veins along strike and to depth focusing on the definition of potential ore-shoots contained in intersections of NW and NE structures.

The style and volume of mineralization is expected to be similar to Troy Resources' Casposo development project, which is located immediately adjacent, south of Manantiales. Troy's Casposo is an epithermal Low Sulphidation gold‐silver deposit associated with

banded quartz-chalcedony veins along a 10 km northwest-trending regional structural corridor where mineralization occurs in both rhyolite breccias and underlying andesite of the Permian–Triassic Choiyoi Group.

Alteration Zone in Manantiales

The main vein deposits at Troy's Casposo project are: Kamila, Mercado, Kamila Southeast (a blind extension of the Kamila vein discovered by drilling) and a series of east–trending veins that splay off these major sets to the east and northeast. The Casposo vein district identified to date covers an area of about 100 sq km.

Previous Work

Historical exploration activities at Manantiales have been limited to reconnaissance sampling and mapping with a total of 202 rock chip and 87 bleg and stream sediment samples being. Three companies (BMG, Intrepid and Marifil) have previously worked on and reviewed this project, limiting activity to stream sediment sampling with follow up rock sampling and localised reconnaissance level mapping. Results appear in the Geology and Mineralisation section.

44 PROSPECTUS 2009

Prospectivity

The potential of the Manantiales project to contain an economic grade low-sulphidation deposit is supported by:

! Geological setting and mineralization environment similar to the nearby Casposo deposit. The northwesterly trending structures that host the Casposo mineralisation appear to continue to the north into the Manantiales tenement. Crucially, much of the known mineralisation on surface in Manantiales occurs roughly along strike from known mineralisation in Casposo.

! A highly prospective structural setting with the potential to contain ore shoots placed in the intersection of NW and NE structures.

! Good development of banded quartz veins and vein breccias in both rhyolite and andesite volcanics. The andesite volcanic rock units host most of the bonanza-grade fissure veins in the region.

! Significant gold grades returned by the limited surface sampling conducted by previous explorers to date, distributed in an area with large enough dimension to contain a deposit with a volume similar to Troy Resources' Casposo (as a comparison, the Kamila vein has 650m strike length and a 260m vertical extent, with thicknesses varying between 12m near surface to less than 4m near the centre);

! Potential exists to find hidden or poorly exposed veins through the completion of a ground magnetic survey and structural mapping, possibly combined with IP dipole-dipole surveys, in order to extend the known targets or to define new ones. As can be seen in Casposo and other low sulphidation gold-silver systems around the world, the orebodies are often offset from each other and may be poorly exposed.

! There is also the potential to find polymetallic low-sulphidation mineralisation similar to the historic Castaño Viejo mine as indicated by the strong zinc, lead and silver anomalies returned by sampling in the northern sector of the property.

Vein in the foreground


The proposed work program is detailed as follows:

! Completion of EIA for exploration, including drilling;

! Building of access roads to the main mineralization zones;

! Detailed mapping (1:10,000 at prospect scale and 1:1,000 to 1: 500 for veins) firstly focused on the two main mineralised zones outlined to date, the Manantial vein and La Puerta vein to then continue to other target areas;

! Geochemical sampling (including saw blade channel sampling) at the Manantial and La Puerta vein in order to evaluate the extensions of the known mineralization to then continue to other new target areas;

! Textural mapping of the quartz veins in order to identify the epithermal levels exposed at Manantiales and distinguish between mineralised and unmineralised phases;

! A PIMA survey over alteration zones focused on the detection and outlining of kaolinite group of minerals (kaolinite – dickite – halloysite) which potentially accompany low sulphidation mineralization at shallow levels;

! Integrated interpretation of quartz vein textures, geochemistry, hydrothermal alteration and host rock aiming to identify different epithermal levels exposed in the different targets at Manantiales;

! A detailed ground magnetic survey aimed to delineate extensions along strike of known mineralised veins as well as to locate hidden veins or silicified structures;

! Follow-up IP geophysics, if necessary, to define the structures location and orientations; and

! Exploratory drilling in Manantiales and La Puerta vein and then to other exploration targets.

45PROSPECTUS 2009

Budget

The proposed two- years work program is $580,149 in year 1, and $393,224 in year 2.

The exploration budget is heavily committed to drilling, with $245,000 spent in the first year and $145,000 in the second year. Exploration is supported by geological mapping, geochemical sampling geophysics (multispectral imaging, IP and magnetics). Provision of $20,000 has been made for earthworks related to improving access. The work is planned to test the mineralisation sufficiently to define a JORC Resource.

AUSTRALIA

Within Australia, Elementos has focused on the New England Fold Belt in northern New South Wales and the Mt Isa Inlier of North West Queensland. Both areas have a remarkable history of mineral development, good infrastructure and access to mature technical expertise.

New England Fold Belt

The New England Fold Belt, in northern New South Wales, is a region of diverse mineralisation styles, was in the past a world class producer of metallic and non-metallic minerals - from sapphire to gold, antimony and tin in hard rock primary deposits, and other large alluvial style deposits such as deep leads. For decades, the region has been largely overlooked as a strategic exploration target. Now technological advances in remote sensing for exploration and remote mining and Bore Hole Mining techniques, prime the region for the next generation of explorers to discover the wealth that has lain dormant since the first discoveries.

New England is now considered an emerging minerals province, based on new opportunities being derived from technological innovation and fresh approaches to previously insurmountable old mining problems. Examples of present exploration and production being undertaken in the region by a range of operators include:

! Gold and antimony at Hillgrove, a revitalized historic field;! Intrusive Related Deposits and affiliated minerals model is being

utilised to great success in the exploration of molybdenum deposits in the Kingsgate Pipe and the Deepwater base metals project;

! Taronga tin deposit near Emmaville (considered a world class hard rock tin mine) is again being explored after being overlooked for over 20 years;

! Timbarra Gold Mine is an example of the style of deposit that lead the way in development of the Intrusive Related Gold Systems (IRGS) model that is being applied now to intrusives not only in the New England Fold Belt but to other similar intrusive domains world wide.

Explorers are again beginning to come to the New England Fold Belt as the next source of large mineralizing systems. The three tenements on offer give exposure to the 3 dominant styles of mineralisation available in the New England Fold Belt:

! Cathedral Rocks EL 7066, IRGS model, unexplored and untested for gold in CRA drilling;

! Dalmorton EL 7067, Large historic goldfield, with potential resource in place awaiting refurbishment; and

! Sydney Flat EL 6918, Deep leads with up to 15 km of unexplored Deep Lead channel.

Mt Isa-Inlier

Elementos has an option to acquire five mining leases in the world-class Mount Isa district of North West Queensland. The Mt Isa – Cloncurry district is one of the most significant mineral provinces in the world, hosting such major deposits as:

! Base-Metal: Mt Isa, Hilton, George Fisher, Cannington, Century and Dugald River

! Copper – Gold: Ernest Henry, Osborne, Starra, Mt Elliot and Eloise.

Line of old workings with remains of a sluice, Millennium

Despite the number of established mines in the area, recent discoveries have occurred, most notably Merlin (Ivanhoe) Rhenium – Molybdenum; and Rocklands/Las Minerale (Cudeco) Copper – Gold - Cobalt

The leases cover a 1.5km long trend of historic copper mines, including the Federal. Historically, most exploration has focused on this style of target, or on small to moderate volumes of low-grade copper in a shear structure.

Elementos' strategy is to explore the high-value cobalt resource with a view to developing a moderate size, open cut and treatment facility for high value cobalt and also consider toll treating ore through another plant in the region.

46 PROSPECTUS 2009

New England Fold Belt (Commodities: gold and base metals)

Figure 10: Location Map of the Three Licences, showing major deposits sited along the Granite belt

EL 7066 Cathedral Rocks(Commodity: gold)

EL 7066 is centered on a cluster of historic tin fields; the Yoorondah, School Gully and Lauder fields, as well as Yooroonah prospect of CRA containing anomalous molybdenum, copper, lead and zinc values. The area has been largely overlooked for its gold potential due to the lack of understanding of the application of the relatively new Intrusion-Related Gold Systems (IRGS) model to the area.

The Cathedral Rocks Project is located 50 kms east of Armidale in northern NSW and is accessible by the all weather bitumen Waterfall Way drive which runs centrally through the tenement. Access to the prospects within the tenement is by all weather gravel surfaced roads and farm tracks. Infrastructure in the area includes a regional airport at Armidale and a freight and passenger rail service to Armidale and Uralla. Acommodation available in Armidale

The geology of the EL lends support to the view that the IRGS model, potentially large gold and multi-element deposits, applies to this project. deposits. Such systems are characterised by a range of mineralisation styles such as gold bearing stockworks, breccias and

Q L D

N. S. W.

Stanthorpe (Mo)

Seven Hills (Au)

Kingsgate (Mo)

HillgroveProbable Resource 5.5Mt @ 4.9g/t Au & 1.8% SbProbable Reserve 2.4Mt @ 4.1g/t Au & 2.5% Sb

Mt Carrington(Au, Ag, Zn)

EL7067

EL7066EL6918

“Dalmorton”

“Cathedral Rocks”“Sydney Flat”

Gold CoastTweed Heads

Warwick

Murwillumbah

Stanthorpe

Lismore

Tenterfield

GraftonGlen Innes

Inverell

Coffs Harbour

ARMIDALE

N. S. W.

N

LEGEND

Elementos Project

Resource

Road

0 50km

Project Locations

Mine

Timbarra (Au)

Taronga (Sn)

disseminated deposits, and base-metal veins, which are evident within the tenement. The known mineralised deposits and their relationship to the adamellite and surrounding hornfels aureole has been overlooked until now. The goal of the program proposed for this EL is to understand these relationships and to utilise this knowledge in the discovery process.


The EL is located on the southeast margin of the New England Fold Belt. The Permian structure of the Belt is for the most part poorly understood. However the Round Mountain Intrusive body within the EL, lies in an intersection zone of the Demon Fault and the Bellingen Fault System and part of a deeply rooted accretionary complex.

The EL is at the southern range of the I-type leucogranite belt that hosts other IRGS deposits such as the Timbarra Mine, (hosted by the Stanthorpe Adamellite). It covers the southern contact zone of the Round Mt Adamellite and its hornfelsed roof pendant structure. This will be explored to locate the source of the alluvial tin in the School Gully deposit. The molybdenum occurs as disseminations and concentrations in quartz veins stockworks at the contact zone of the Round Mt Adamellite with the hornfels.

47PROSPECTUS 2009

IRGS deposits are economically important gold deposits. General characteristics include:

! A metal assemblage variably combining Au with Bi, Te, W, Mo, As, Sb and an ore mineral assemblage typically comprising arsenopyrite, pyrrhotite and pyrite and lacking magnetite or hematite; and

! Metal zoning centred on a central mineralising intrusion. ! A range of mineralisation styles, both proximal and distal to the

mineralising intrusion, including: sheeted veins and stockworks, breccias, disseminated deposits, skarns, replacements; and distal base metal bearing fissure veins.

The target in the project area is analoguous to a Mole Granite roof pendant style deposit with disseminated, stockwork and vein style molybdenum, tin and copper. The Mole Granite is a large granitic pluton associated with numerous hydrothermal ore deposits where cooling and crystallization resulted in changing fluid compositions that, in turn, controlled the major variation in ore-metal ratios in the ore deposits (notably Sn/W). This magmatic-to-hydrothermal transition is one of the dominant controls on the metal content of high-temperature hydrothermal ore deposits.

The Round Mountain Adamellite is shown to be a multi-stage intrusion, with the stages being defined mostly through grain size, giving it strong similarities to a Timbarra-style gold and molybdenum dominated porphyry. Timbarra itself is a sulphide poor disseminated gold deposit

within the roof of a microgranite body, where fine gold is localised in alteration halos and aplite dyke/sill traps where hydro thermal auriferous fluids gather. The Round Mountain Adamellite has been noted for the presence of similar aplite dykes and sill structures but never explored as an anologue for a Timbarra style deposit.

Hornfels outcrops dominate the surrounding halo of the intrusion and is the host of the mineralisation that occurs as veins and sheeted zones. A roof pendant style hornfels is likely, indicating that the adamellite surface is the original contact with the overlying intruded sediments. The resulting mineralised cap may be preserved and will become a prime exploration target.

Previous Work

The District Mines Inspector 1911 – 1947, covered early reports from field visits and sampling. All primary deposits are listed as being Intrusive related and disseminated in style. The Lauders field, with disseminated tin in aplites, suggests possible IRGS style mineralisation.

An early survey of the YooroonahYooroonah tin-zinc-lead and gold mining noted that prospecting activity dated from 1910 to around 1955, with varying mineralization styles, encountered.

Figure 11: Tenement location map showing geology

43

0,0

00

mE

44

0,0

00

mE

6,620,000mN

6,630,000mN

42

0,0

00

mE

41

0,0

00

mE

AbroiGranodiorite

Phz

Tb

Pl

Pl

Greywacke, slate,mudstone

Pnlr

Round Mountainleucoadamellite

Tb

Tb

PnbbBotumburra

Range

Nambucca Beds

Pls

Pl

Basalt and dolerite

0 5Km

Tb

EL7066

SCHOOL GULLYLODE

WADES

SCHOOL GULLY

ALLUVIALS

YOOROONAH CRA 78

CLEAR GULLY

ALLUVIALS

LAUDERS

LEGEND

Tenement

Fault

Prospect / workings

Road

48 PROSPECTUS 2009

Also in the YooroonahYooroonah area were both alluvial and reef tin workings. The alluvial field worked in 1905-1906 for 2.7t of cassiterite which was coarse grained. In 1929, 1.2t of fine tin was produced and attributed to dissemination in the aplite dykes prevalent in the area. Records show that School Gully, which covers an area of 500m x 250m, produced 2.5t of cassiterite. Quartz on the dumps also contains vughs filled with chalcopyrite, chalcocite and covellite”.

Principal prospects are tabled below.

Table of YooroonahYooroonah Prospects

Prospects 7 and 8 refer to the YooroonahYooroonah Molybdenum Deposit drilled by CRA in 1972 that are sequestered from exploration by the Serpentine Nature Reserve. They have been included to show the extent of the mineral zonation of the area. Recent field work has located a number of workings that have not been listed in the Data Sheets supporting the view that the area is under explored and the mineralizing system not clearly understood.

CRA Exploration

CRA held EL1037 during the late 1970s, primarily to explore for mineralization. They located a 450m long tin-lead anomaly in a soil sampling program that only targeted Sn, Zn, Pb, Ag, Cu. Although there are reports of gold assays from historic work no assays were taken for gold or molybdenum as the prices for these commodities in 1978 was too low to be considered in CRA's exploration strategy. Clearly the present gold price regime supports detailed exploration.

The Yooroonah Yooroonah lode has been described as a mineralised, magnetic, basic-body controlled by a steeply dipping joint in granite. The lode outcrops discontinuously over 100m and is from 1.5-9m wide. It was tested in 1972 with a 13 trenches across the anomalous area which gave values of 0.13–2.42% tin, Tr-3.7% lead, Tr-2% copper, 0.7-5% zinc and Tr-3.25 oz silver. Additionally a bulk sample set was created from twelve of the trenches and combined into 3 samples to give an indication of recoverable tin values. Results show the tin grades range from 0.69% Sn to 1.23% Sn with a trace of gold.

CRA regarded the deposit as being similar to Anduramba (26 Mt @ 0.075% Mo equiv.) in southeast Queensland.

Subsequent drilling intercepted vein and disseminated molybdenum values up to 891 ppm Mo over drill widths up to 30m and anomalous

Deposit Commodity Production Style

1 Wades Sn, Mo 60 kg IRGS Disseminated

2 School Gully Lode Sn, Cu IRGS Disseminated

3 School Gully Alluvial Sn 2.75t Alluvial

4 Clear Gully Alluvial Sn Alluvial

Yooroonah Yooroonah CRA 78 Sn, Zn, Pb IRGS Disseminated

Lauders Sn 1t IRGS Disseminated

Yooroonah Yooroonah CRA 72 Mo IRGS Disseminated

Guy Fawkes Mo Mo IRGS Disseminated

copper, lead and zinc values throughout. In addition a regional scale soil and stream sediment survey located anomalous Mo values up to 100 ppm in all creeks draining off the Round Mt Adamellite and its hornfels margins. All drill holes intercepted mineralisation, with up to 4 mineralised zones at various depths to 120m down hole.

Both surface (Dipole-Dipole) and Downhole IP surveys were conducted, with a surface chargeability anomaly located south of the main zone. Hole 10 was targeted on the IP anomaly with a trace of galena and other mineralisation throughout the target zone in altered granite, indications are that the hole may have only “grazed” the mineralisation.

The drilling indicated a possible widening out of the mineralised zone with what appears to be new mineralised lenses beginning at depth. Interpretation here supports stacked lenses within the structure. Worthy of note no assays were carried out by CRA for disseminated mineralisation between zones and gold was not assayed as part of the mineral suite.

The best results from this work were intersections of around 4.5 – 5.5m with up to 0.39% Sn, 5.16% Zn, 1% Pb, 61 ppm Ag and 0.34% Cu

Another hole intersected anomalous results throughout the target zone and beyond into altered granite, Assay values for this hole could not be determined accurately and re-drilling and assaying for additional IRGD elements is suggested.

49PROSPECTUS 2009

Figure 12: Drill section of 78YC8, 78YC7, 78YC3

Hole

Metres Depth

Interval

% Sn

% Zn

% Pb

Ag ppm

% Cu

% Mn

77YG1 20.7-25.4 4.7 0.39 1.56 0.99 30 0.02 0.60 27.4-28.10 0.7 <0.01 0.15 0.33 18 40.01 0.35

77YC2 18.0-18.5 0.5 0.02 0.10 0.64 25 0.03 0.08 26.9-27.5 0.5 0.57 2.49 1.50 49 0.80 0.75

77YC3 12.7-12.9 0.2 0.10 0.53 0.35 30 0.05 0.18 15.8-17.8 2.0 0.16 1.30 0.49 24 0.07 0.27 17.8-23.2 5.4 0.23 5.16 0.16 61 0.34 0.37

77YC4 27.2-28.9 1.7 <0,01 0.06 0.11 4 0.01 0.07 32.9-34.3 1.4 <0.01 0.03 0.09 2 0.01 0.10

77YC5 38.7-39.0 0.3 0.12 0.35 0.12 5 0.01 0.05 41.2-41.5 0.3 0.05 1.3 1.30 58 0.08 0.08 41.5-43.3 1.8 0.02 0.05 0.03 3 <0.01 0.05 43.3-44.0

1.3 0.17 0.20 0.37 24 0.02 0.61

78YC6 50.1-50.7 0.6 0.21 0.72 0.92 18 0.04 0.03

50.7-56.9 6.2 0.01 0.02 0.03 2 0.1 0.04

78YC7 54.05-59.0 4.95 0.08 3.10 0.24 26 0.14 0.76

60.5-65.4 4.9 0.03 0.01 0.01 1 <0.01 0.52

78YC8 35.10-35.55 0.45 0.02 4.1 5.00 13 0.01 0.20 94.0-96.4 2.4 0:02 0.18 0.19 20 0.02 0.05

102.30 -103.35 1.05 0:05 0.58 1.38 19 0:01 0.35

I20.8-122.3 1.5 0.01 0.05 0.07 3 <0.01 0.11

78YC9 69:2-72.6 3.4 0.02 0.09 0.08 1 0.01 0.06

72.6-72.9 0.3 0.46 6.00 5.70 65 0.27 0.30

78.7-79.2 0.5 0.15 0.61 0.67 15 0.01 0.06

93.10-93.5 0.4 0.01 0.16 0.80 10 0.01 1.40

Table showing summary of 1978 drill results

0.180.270.37

% Mn

0.050.070.34

% CuAgppm

302461

0.350.490.16

% Pb

0.631.305.01

% Zn

0.100.160.23

% Sn

S.E.

0.2m2.0m5.4m

26.0m

77YC

3

0.76

0.52

% Mn

0.14

<0.01

% Mn

% Cu

26

1

Agppm

% CuAgppm

0.24

0.01

% Pb

3.10

0.02

% Pb

% Zn

0.08

0.03

% Sn

% Zn% Sn

4.95m

4.9m

60.9m

0.05

0.35

0.02

0.01

20

19

0.19

1.38

0.18

0.58

0.02

0.05

2.4m

1.05m

126.4m0.11

% Mn

0.01

% Cu

3

% Pb Agppm

0.070.05

% Zn

0.20

0.01

% Sn

0.01

1.5m

135.04.100.020.45m

% Mn

78YC

8

78YC

7

N.W.

Agppm

% Cu% Pb% Zn% Sn

50 PROSPECTUS 2009

Prospectivity

Gold in Leuco-granites was initially thought to be restricted to the Stanthorpe Adamellite of the Timbarra region other deposits are now known and being successfully explored. The proposed mineralization style is a porphyry model variant with several unique characteristics.

! Target areas are located in regions known for Au, Mo, and Sn deposits related to intrusives.

! Characteristic metals associations are present, especially Au, W, Sn, Te, As, and to a lesser degree Sb, Pb, Cu, and Zn.

! Metal zonation is evident in the vertical and horizontal throughout the deposit with the mineralization located at the margins of intrusions

! Magmas need to be leucocratic and felsic and are best located in I-Type granite suites.

! Regional Fracturing during the emplacement of the intrusion gives rise to stockwork and sheeted veins, breccias, distal fissure veins and disseminated mineralisation.

Geology of the EL has the required structure, intrusive placement and supports the view that the IRGS model is applicable for this project. The goal of the proposed exploration program is to understand the mineralisation style and locate the structures which would host a large tonnage gold and multi-element deposit.


Mineral deposits within the EL are not well documented and the EL has been largely overlooked as an exploration target especially with regard to the IRGS model. Exploration will include:

! Review of previous exploration data;! Follow-uo mapping and sampling, as required;! Assaying for IRGS indicator elements including Bi, to determine

spatial metal zonation;! Interpretation of multi-client aeromagnetic survey data; ! Twinning a 1978 drill hole to obtain gold values and to determine

the stockwork veining and bulk tonnage potential.

Budget

A total budget of $216,500 has been estimated to cover the first two years' work, comprising:

Year 1 $80,500Year 2 $136,000

The exploration budget is heavily committed to drilling with $30,000 spent in the first year and $60,000 in the second year. It is supported by geological mapping, geochemical sampling.

EL6918 Sydney Flat(Commodity: gold)

Sydney Flat is a high-grade historical alluvial deposit that has only been partially exploited due to ground conditions. With new technology, these can be easily overcome, giving it the potential for a high-grade mine with a minimal footprint.

This 256 sq km or 100 unit lease covers the entire Sydney Flat Goldfield, including the known northern worked leads and the projections of the deep lead system are located approx 5km south of Armidale and centered on the town of Uralla in northern NSW. The entire EL is serviced by all weather tarred roads and the New England Highway runs through the eastern perimeter. Infrastructure in the area includes a regional airport and hotels at Armidale and a freight and passenger rail service to Armidale and Uralla.

Rare outcrop of the silicific cap that forms the top of theDeep Leads

The exploration target contains a goldfield that was credited with producing an estimated 2% of world gold production during the first 5 years of production and gold grades were reported of up to 3.9 oz per

3cubic metre with many averaging between 10 and 12 g/.m . Deep leads were first mined at Sydney Flat from 1856 to 1885, where the overlying protective Tertiary basalt had weathered away exposing the gold-bearing alluvium. They have been explored and mined for a distance of approximately 5km and extensions are projected to continue northerly for a further 15 km.

The channels containing the leads are reported to vary in width from 50m to 800m and up to 30m thick, with the average thickness estimated to be around 10m. Extensions to the leads may be found in tributaries to the main drainage system, upgrading the expected exploration target significantly.

51PROSPECTUS 2009


The tenement is located in the central New England Fold Belt, which has a long history of tectonic uplift and intrusive emplacement. The oldest basement rocks encountered in the region are the Devonian Sandon Beds, hornfelsed greywackes and cherts intruded by Permian age granites of the New England Batholith system. In the tenement area the main Permian Intrusive is the Uralla Granodiorite.

Tertiary sediments, the Armidale Beds, are deposited unconformably overlying both the Sandon Beds and the Uralla Granodiorite. The Armidale Beds are analogues of the gold bearing, deep lead deposits. Overlying them are numerous tertiary basalt flows of various ages. Broad incisions of the recent drainage contain gold bearing Quaternary alluvium sourced from the erosion of the deep lead system. Outcrop within the Tenement is generally poor due to deep weathering of the Tertiary basalts.

Deep Leads

The deep leads were first mined at Sydney Flat where the overlying Tertiary basalt had weathered away exposing the gold-bearing alluvium. They were worked from 1856 to 1885 and explored for a distance of approximately 5km. Their extensions are able to be projected continuously north for a further 15 km.

The channels within the leads are reported to vary in width from 50m to 800m and up to 30m thick as they flowed over the undulating bed rock. The average thickness has been estimated at around 10m and the leads are described as being unconsolidated running quartz sands, grading to fine gravel called “hailstone gravel”.

Gold Provenance and Genesis

It has been suggested that the gold contained in the deep lead system is derived from the local area however no significant gold source has yet been located. Brown has reported the auriferous reefs to the west of the area are relatively small in size and number indicating they do not represent the source of the 'enormous alluvial deposits'. (Brown, Brownlow and Krynen 1992.)

The recovered gold was said to be mostly fine and crystalline however no significant gold source has yet been located along the course of the lead structure or within the region. Provenance of the gold has now been reintertpretted notto be detrital in origin but chemical, derived from gold-bearing fluids from a distant source that have been precipitated out in the channel environment, not dissimilar to a uranium roll front deposit. The gold is recorded as being uniformly spread throughout the containing gravel rather than as more discrete particles reducing nugget effect and would imply that the recovery of gold should be more predictable. This supported by mining records from the field.

Figure 13: Geology and Location Map of EL6918, Sydney Flat.

3500

00 E

3600

00 E

6600000 N

6610000 N

3800

00 E

6620000 N

BlackfellowsGullyleuco

adamellite

Yarrowyckgranodiorite

Sandon Beds

Cs

Pnay

Pnbg

UrallaGranodiorite

Basalt,dolerite

Pnug

Pnug

Tb

CsSandon Beds

PngaGostwyckadamellite

Tb

Tb

Tb

Greywacke,slate, mudstone

Cs

Pl

Pl

0 5Km

Tb

Tb

3700

00 E

Uralla Deep Lead

System (approx)

Armidale

Uralla EL 6918

3700

00 E

LEGEND

Tenement

Fault

Historical workings

Road

New E

ngla

nd H

ighw

ay

52 PROSPECTUS 2009

Previous Work

Mining methods during the 1800s were primitive, highly dangerous, and were restricted to driving in the wash sands below the basalt cap and timbering ahead to contain the running sands. Water in the working was a continual problem, preventing access to the deeper ground or to any ground with a bottom that prevented water to exit via the drive. Today, the running sand and high water volume are beneficial to modern Bore Hole Mining techniques.

Shafts were sunk on the northern deeper ground but production was not continuous as the water volume was excessive. Reports exist from Annual Reports to the Mines Department of the time of workings so choked with running sand and water that they were abandoned, and of workers nearly trapped by water that “rose so rapidly that men barely had time to escape and had to leave their tools behind them.”

Since the historical production, a number of attempts have been made to explore the area, with some success. Approximately seven holes have been drilled, although the drilling technique was not suitable for adequate sample collection. The limited drilling was defective and not able to extract a reliable sample to the surface due to lack of RC capability, excessive water volume encountered in the deep lead itself and the running nature of the alluvium.

Modern Mining Technology

Bore Hole Mining technology is considered the best option for mining the deposit, as it is able to utilize the running nature of the gold bearing sands and the exceptional ground water volumes which prevented the sands from being mined by historic miners. The technology has evolved over a number of years and is now used successfully in a number of mines in Australia, such as at St Ives in WA and overseas in the coal basins of Wyoming, the oil sands of Canada and for a number of commodities in the former Soviet Union.

Historic workings on Sydney Flat

Prospectivity

The scale of the alluvial exploration target is significant when based on the 15 km length and the quoted 100m average width. When tributaries of the auriferous drainage system are included, the exploration target is regarded as prospective.


Exploration will outline the extensions of the Sydney Flat Deep Lead system to the north to define the most continuous and most prospective areas incorporating Multi-Spectral data interpretation, using the K and Th signature of the kaolin clays within deep lead. Ground-penetrating radar will then be applied to pinpoint the position more accurately, to enable follow-up air-core (AC) RC drilling to recover the auriferous sands.

It is anticipated that large volume samples (+1 cum) will be obtained to allow a reliable/repeatable gold grade to be determined by gravity methods in a small scale pilot plant.

0E 100E 200E 300E-100E

0

10

20

30

0

10

20

30

Dep

th (

m)

0

10

20

30

Dep

th (

m)

0

10

20

30

"Applications of GPR for Surface Mining", Yelf and Franche 2003.

Figure 14: An example of channel profiles using Ground Penetrating Radar for alluvial gold prospection

Budget

A total budget of $318,000 has been estimated, comprising:

Year 1 $190,000Year 2 $228,000

The exploration budget is heavily committed to drilling, with $60,000 spent in the first year and $45,000 in the second. The drill program is supported by geological mapping, and geophysics (GPR and magnetics), better to define mineralised zones.

The work is planned to test the mineralisation sufficiently to define a JORC Resource.

53PROSPECTUS 2009

EL7067- Dalmorton (Commodities: gold)

The Dalmorton/Little River gold fields covers approximately 256 sq km and encompasses some of the major reefs of the Dalmorton/Little RiverGold Field that covers historic workings of sediment-hosted gold with known mineralisation. New geological models imply that there is the potential for a substantial near-surface, open cut resource.

The gold fields are located approximately 55 km west-southwest of Grafton in northern NSW or 60 km east of Glen Innes on the northern tablelands. Access is via the Gwyder Highway either from Grafton if travelling from the east or Glen Innes from inland. The access from the Gwyder Highway is then by dirt road to the township of Dalmorton and then 4wd logging roads to the prospects. There is good access to local infrastructure and accommodation in either Glen Innes or Grafton .

The area was explored during the 1980s and 90s by Little River Goldfields N.L and B.P. Minerals Australia.

This work outlined a prospective exploration target at the Pine Ck lode. Pine Ck is open ended down dip and down plunge. Exploration also delineated a large number of target areas but work ceased as the gold price retreated in the early 1990s.

Figure 15: Geology and Location Map of EL7067, Dalmorton.


EL 7067 covers a portion of the Middle Silurian to Early Permian Coffs Harbour Block on the Grafton 1:250,000 Geology Map. Deformed sedimentary and volcanic rocks and serpentinite and numerous deformed and undeformed granitoids of the Kingsgate Adamellite are included. A Permo-Triassic age is assigned to calc-alkaline volcanic rocks and granitoids intruding the Coffs Harbour Block sediments - they post-date the deformed assemblages.

Regional tectonic control is thought to be associated with the Demon Fault thrust system, which compressed and then dilated the Coffs Harbour Block sediments allowing mineralised fluids to accumulate in the brittle vein voids.

Approximately 60 historic mines are present, the majority worked in the first 29 years of the discovery of the Goldfield. Records show that a significant number of them had high (+30 g/t Au) values when worked above the water table but decreased in value in the sulphide (primary zone). A number however operated successfully in the sulphide zone giving encouragement to the view that an economic sulphide/intrusive related style orebody may exist in the area. This has been borne out by the drilling results at Pine Creek by BP Minerals.

The Silurian to Devonian Little River Beds, which have been intruded by Permian granites, consist of sedimentary and volcanic rocks including cherts and black slates interbedded with basaltic rocks. Bedding is nearly vertical. Known gold mineralisation is confined to the Little River

4500

00 E

460

000

E

4300

00 E

4400

00 E

6690000 N

6700000 N

P-C

Mt MitchellAdamellite

Mudstone, sst,congl., tuff

Pni

Pni

Greywacke, slate,mudstone

PlChaelundiComplex

Pncc

Silicified argilliteand sandstone

D

BrooklanaFormation

Db

D-Co

Cooramba

Argillite, phyllite

slate, limestone

Laminite, tuff andagglomerate

D-Cs

O-S

0 5Km

Beds

LEGEND

Tenement

Fault

Historic workings

Road

EL7067

Dalmorton

Dalmorton

Grafton

(30k

m)

Glen Innes (45km)

54 PROSPECTUS 2009

Beds and comprises both quartz reefs and stratiform siliceous ironstones including a magnetite-jasper fascies. This is related to syngenetic, exhalative, volcanic style mineralisation. Gold values in the stratiform lodes were found to increase with sulphide content.

Previous Work

Gold was first discovered in the field in the 1860s, continuing intermittently to 1942. During the peak of production, in excess of 60 mines were recorded working in the field. Principal reefs include Mt Remarkable, Mt Rea, Tower Hill, Mt Poole and Quartz Pot Creek.

During the 1980s and 90s, the field was explored by Little River Goldfields N.L (LRG), Getty Oil and B.P. Minerals Australia. Getty searched for stratabound gold hosted in chert-ironstone, and with LRG they tested the old workings at the Pine Creek prospect. RC and diamond drilling work delineated a large number of potential target areas which have not been adequately tested to date. Work ceased on the project as the gold price retreated in the early 1990s.


Existing data from previous drilling will be correlated the with the goal of extending the exploration target within the Pine Creek mineralisation, within the exploration program. The chert-ironstone hosted gold mineralisation is interbedded with the altered tuffs and lavas, which extend down dip and down plunge. Other targets are the prospective open-pittable deposits.

Mt Isa Inlier, Queensland Tenement

"Millennium" Mining Leases

The Millennium leases cover old copper mine workings, including the Federal, which produced some 10,000t of very high grade (25%) copper ore during the early 1900s. Exploration was carried out intermittently from the 'sixties. Most of this work ignored the high-value cobalt and concentrated on the narrow copper mineralisation.

The "Millennium" Mining Leases (ML's 2512, 2761, 2762, 7506, 7507) are located some 35 km northwest of Cloncurry and just 10 km NW of Cudeco's Rocklands proposed development project. The location has excellent logistics with good road access and is proximal to power grids and a major rail network.

Budget

A total budget of $195,000 has been estimated, comprising:

Year 1 $66,500Year 2 $128,500

The exploration budget is heavily committed to drilling with $30,000 spent in the first year and $60,000 in the second.


Julia Creek

CloncurryMt Isa

Dajarra

LEGEND

MineResourceRoadRailway

Millennium Project

142° E138° E 140° E

22° S

20° S

22° S

20° S

142° E138° E 140° E

Lady Loretta(Zn Pb Ag)

Century(Zn Pb Ag)

Roseby (Cu Au)

Dugald River(Pb Zn Ag)

Rocklands (Cu)

Ernest Henry (Cu Au)

Eloise (Cu Au)

Osborne (Cu Au)

George Fisher(Pb Zn )Ag

Mount Isa(Cu Pb Zn )Ag

Cannington (Ag Pb Zn)Merlin(Mo Re)

0 100km

Map Area

N

MILLENNIUM PROJECT

EPM14535

EPM14535

0 500 1000m

N ML7506

ML7507

ML2761

ML2762

ML2512

“Millenium 1"

“Rita Margaret”

“This time maybe”

“Federal”

To Cloncurry - 35km

“Millenium 2"

Figure 16: Plan of the Millennium Mining Leases, showing its central location in this prolific minerals province

55PROSPECTUS 2009 33PROSPECTUS 2009

Costeaning and drilling from the 'sixties to the 'nineties investigated an extensive shear zone that carries significant copper and cobalt values and minor gold. This work was mainly aimed at the narrow (1.0 to 7.4m) copper mineralisation, but succeeded in showing that the cobalt intersections were much wider than copper ones.

Elementos' focus is the high-value cobalt along the broad shear system west of the old Federal Mine, which dips west and extends over a strike length of some 450m, down dip over 100m and is open in all directions, with strongly anomalous values in cobalt, copper and some gold. Consideing that Elementos is targeting the far thicker cobalt widths of 10 to over 60m, this target has the potential to generate a significantly large and economic grade resource.

Elementos are interested in defining a small, open cut resource of Cobalt, with possible Copper and Gold credits, The strong prices for cobalt have greatly changed the economics since it was explored previously, especially as there appears to be potential for bulk lower grade mineralisation and possibly parallel systems.

Metallurgical studies carried out by DMRin the early 'nineties indicate that the metals, particularly the cobalt, is readily amenable to flotation enrichment, producing high-grade concentrates for transportation. With established treatment facilities in the Cloncurry area steadily increasing as new deposits are developed, trucking to an outside plant was considered an option.

Copper staining in quartz veinlets, Millennium

Oxidised matrix in a breccia within the shear zone

The "Millennium" MLs are located some 35 km northwest of Cloncurry, a modern town 120 km east of Mt Isa on the sealed Flinders Highway and the rail line, both connecting to Townsville on the coast. The town supports a growing mining industry with large workforce, serviced by reliable power and water utilities.

Leases extend in a northerly direction for a distance of almost 3 km. Access is obtained via a good gravel road from Cloncurry that passes across the southern margin of the leases and is part of the old Cloncurry-Mount Isa Road. Topography in the lease areas is undulating to steep, with numerous, low scrubby areas. Several old and overgrown mining tracks traverse the area and outcrop is reasonable.


A recent review and field trip was carried out by the company to review the previous findings in the field. All the outcropping rocks belong to the Carpentarian (Proterozoic) Corella Formation with three major mapping units recognised. The structural trend is northerly, with strikes varying from mostly north-northwesterly to north-northeasterly. In 2006, geological mapping was undertaken by Murchison United N.L. in the southern portion of the lease areas where the historic copper mining and more recent costeaning and drilling work has taken place

The old workings are on structures trending some 15 east of true north in concordance with the general trend of the country in this area. Two units within that Formation are locally dominant. The first unit consists mostly of limestone and calcareous granofels. The second unit is mostly phyllite, schist, basic tuff, acid volcanic agglomerate and metabasalt. This unit hosts the main, elongated cupriferous zone that was targeted by most of the costeans and many of the drill holes.

In the northern area, mineralisation is located in brecciated and argillised siltstones and quartzites. In the southern area, it is in a sheared and argillised siltstone and shale sequence. Carbonaceous and pyritic black shales occur in the prospect area and a north-westerly trending cupriferous zone is well defined with a series of old shallow pits and workings.

Copper staining in the Quartzite, host to a broadCobalt anomaly

56 PROSPECTUS 2009

Numerous lensoidal, massive, white quartz "blows" are present. In the south this quartz unit trends northerly to northeasterly and commonly forms at the boundary of the schist uni t wi th the mudstone/shale/metabasalt unit, and probably represents an in-fill of a fault zone. In some places there are small copper showings on this quartz.

The target of the extensive earlier costeaning was a relatively narrow (but up to 7.0m wide on surface) northeasterly to north-northeasterly trending "lode zone" which outcrops sporadically (but is well exposed in the costeans) along the western edge of the area. This zone is a ferruginous, clayey, brecciated shear zone dipping westerly at about 50 (but variable). It contains visible copper mineralisation and has a strike extent of some 500m. In some places pale, silicified mudstone can also be observed as a wall rock to the shear zone.

To the southwest, a small outcrop of yellow/white/brown gossanous and siliceous rock outcrops. Some of the material is a white, light weight porcellinite or magnesite rock. A grab sample of the material returned 81 ppm Co and 871 ppm Cu, which is anomalously high. Outcrop is generally poor in this area.

Previous Work

At least six Mining Leases originally covered the old copper mine workings. Federal was the largest during the early 1900s. Workings on three narrow lenses (60 cm average width) reached a depth of about 135m. Mineralisation was in a narrow, high grade vein/shear system trending northerly within a host of mica schist and carbonaceous slate and siltstone. High grade chalcocite with some carbonates was present to about 40m depth. Below this (to about 66m) there was high grade mineralisation dominated by bornite. Chalcopyrite appeared below this depth and grades decreased.

Shear zone cut in costean with a >2,000g/t Cobalt anomaly

A number of old mines were worked to the west and north of the Federal - these are the "Rita Margaret", "Krakanos", and others, which worked a separate, northerly to north-northeasterly trending shear zone. Very small tonnages were extracted, but significant cobalt was noted in the copper ore.

A number of old mines were worked to the west and north of the Federal - these are the "Rita Margaret", "Krakanos", and others, which worked a separate, northerly to north-northeasterly trending shear zone. Very small tonnages were extracted, but significant cobalt was noted in the copper ore.

Carpentarian Exploration Company Pty. Ltd. (CEC)

In 1964 CEC carried out an extensive mapping, rock chip sampling and shallow percussion drilling program. Problems were encountered with the drilling due to "caving" ground. However some prospective intersections were made.

CEC estimated that the drilling had prospective near surface mineralisation.

Tasman Minerals N.L.In 1970, Tasman Minerals N.L. drilled five holes in the area - three at the Federal Mine and two at the Rita Margaret. One of the holes at the Rita Margaret (exact location unknown) FD02 intersected a 9.1m zone grading 0.26% Co and 2.2% Cu (95.4 - 104.5m down hole). Gold was not assayed. Hole FD-05 which was also in the Rita Margaret area intersected several zones of elevated Co (to 0.75%) and Cu, but long intersections of ore grade were lacking. Information on this work appears incomplete.

Strategic Resources N.L.Strategic Resources N.L. followed on from Tasman Minerals work in the early 1970s. They undertook a general data review, geological mapping, soil and rock chip sampling, limited geophysical surveys, some initial metallurgical studies and one diamond drill hole. The program confirmed the continuity of the broad zone of mineralisation intersected by the Tasman holes.

Diversified Mineral Resources N.L. (DMR)In 1988, DMR carried out a program of costeaning and sampling. There were some interesting results from the channel sampling of the costeans, but there are no maps or co-ordinates to allow identification of each costean as plotted now from the recent mapping. Channel samples of interest are listed below:-

Costean D25m @ 0.13% Co, 0.94% Cu, 0.45 g/t AuCostean E5.5m @ 0.1% Co, 2.13% Cu, 1.54 g/t AuCostean F5.5m @ 0.32% Co, 1.54% Cu, 0.33 g/t AuCostean G5.0m @ 0.11% Co, 0.91 % Cu, 0.24 g/t AuCostean Q9.0m @ 0.06% Co, 0.83% Cu, 0.26 g/t Au

Later, in 1992, they drilled five cored holes (FD07 - 11). Core was analysed for Co, Cu, Au and, sometimes As. Drill logs, cross sections, geological maps, assay sheets and etc. were prepared, but unfortunately these details so far have not been retrieved and only brief summary reports and detailed drafted sections appear now to be available. The best intersections were as follows:-

57PROSPECTUS 2009

Figure 17: Section showing multiple structures with strong mineralisation within a broad envelope of disseminated cobalt mineralisation

Figure 18: Diamond Drill Hole FD-05, showing a broad intersection of cobalt mineralisation with multiple higher grade structures within

58 PROSPECTUS 2009

WHITE QUARTZITE

TD 1

83m

QUARTZITEAND

MINOR SILTSTONE

TD 8

3.2m

SILTSTONEAND

MINOR

QUARTZITES

BLACK SHALE

(METAPELITES)

1100 E1050 E

( V=H )

0

1000 E

20m

AND SCHISTS

QUARTZITE

950 E

AND GRITS

?

?? ?

?

CHIP SAMPLES0.02 g/t Au0.08% Cu

72ppm Co0.19 g/t Au0.20% Cu

161ppm Co0.03 g/t Au0.11% Cu

146ppm Co

0.15 g/t Au0.10% Cu<25ppm Co

0.02 g/t Au0.09% Cu27ppm Co

FD 02FD 10

(FD 02 assays fromsamples of care)

1.5m

@ 0

.14%

Co

10.6

m @

0.2

3% C

o,

2.

02%

Cu

4.5m

@ 0

.03%

Co,

0.5

4% C

u

5m @

0.2

1% C

o,

0.42

% C

u, 0

.3 g

/t Au

1m @ 0.1% C

o,

0.48% C

u

3m @

0.09

% Co,

1.06%

Cu, 0

.35 g/t A

u

2m @

0.15

8% C

o,

0.85%

Cu, 0

.29 g/t A

u

1100 E

TD 122.6

m

QUARTZITE WITH MINOR CHLORITE

1050 E

( V=H )

0

SCHISTS & SLATES

AMPHIBOLITE

1000 E

20m

QUARTZOSE SEDIMENTS & MINOR AMPHIBOLITE

6m @

0.1

9% C

o,

0

.25%

Cu

10.8

m @

0.1

% C

o,

0.

27%

Cu

1.4m

@ 0

.25%

Co

4.7m

@ 0

.11%

Co,

0.6

1% C

u

3m @

0.4

5% C

o,

0

.25%

Cu

3m @

0.0

8% C

o,

0

.59%

Cu

FD 05

Figure 19: Diamond Drill Hole FD-09 to the north of the previous sections showing 18m of continuous strongly anomalous cobalt mineralisation

Hole Depth Thickness Co (ppm) Cu (%) Au (ppm)

FD06 91.2 - 149.9 58.7 385 0.13 Not assayed

including 137.0 - 140.9 3.9 1256 0.75 "

FD02 52.7 - 133.5 78.9 341 0.23 Not assayed

including 51.2 - 52.7 1 60 2.00 " 95.4 - 106.1 10.7 2333 2.02 "

FD10* 20.0 - 82.0 62 474 0.22 0.11

including 33.0 - 36.0 3 1297 0.62 0.21

39.0 - 42.0 3 946 1.07 0.35

70.0 75.0 5 2155 0.42 0.34

FD07* 46.0 - 87.3 41.3 346 0.10 0.26

including 61.0 - 65.0 4 1145 0.47 1.71

FD05 33.5 - 121.9 88.4 513 0.11 Not assayed

including 47.2 - 53.3 6.1 1993 0.26 "

70.1 - 76.2 6.1 1015 0.28 "

93.0 - 97.5 4.5 1183 0.01 "

105.2 - 108.2 3 4550 0.25 "

Table of intercepts showing bulk grades with apparent widths of the cobalt-rich zones through the quartzites

59PROSPECTUS 2009

FD11 10.0-33.0 23 1260 0.2 0.06

including 14.0-30.0 16 1743 0.24 0.08

FD09 33.0-50.0 15 1065 0.15 0.02

37.0-41.0 4 2420 0.06 0.02

45.0-48.0 3 1436 0.29 0.02

including

1000 E

( V = H )

0 10m

COSTEAN M0.020.04

Au ppmCu %

0.080.46

0.070.11

0.480.11

0.220.62

Creekfilled by run off

SILTSTONE

TD 60.8

m

SILTSTONE

CA

LC

FD 09

SIL

ICAT

E

CA

LCS

ILIC

ATE

4m @

0.24

% C

o,

0.05%

Cu, t

r Au

3m @

1.14

% C

o,

0.31%

Cu, t

r Au

11m

@ 1.

13%

Co,

0.17%

Cu, t

r Au

These results, although incomplete, are still considered reliable and lend weight to the theory that there may be multiple shears or an anastromose system. If proven, this would have the potential to increase the tonnage of the deposit significantly.

It was observed that oxidation extended only some 20m downhole before sulphides were encountered.

DMR realised that the widths of the strongly anomalous cobalt intersections were significantly larger than the copper intersections, so tonnages of cobalt ore would be far larger than those previously considered for copper alone. They analysed the cobalt potential in detail, including recalculating grade widths based on a (then current) AU$50 economic cut/off and sending bulk samples from two holes in the north and two in the south for metallurgical testing to assess the potential for flotation enrichment. This preliminary metallurgical work on sulphide samples suggested that reasonable recoveries should be achievable resulting in separate cobalt and copper concentrates.

Since the results from this work were promising, DMR did consider the possibility of processing the cobalt, but since the cobalt price had only recently started to increase, it was considered too high a risk to continue developing.

Elementos LimitedElementos has conducted limited reconnaissance sampling to review the mineralisation described. Two rock chip samples were taken in August 2009. One random grab sample of from mullock around the shafts of the Mona workings with goethite, limonite and malachite stainingon quartz with boxwork returned 1.35g/t gold, 32.5g/t silver and 3.5% copper. The second sample was of a >50cm width of dark stained sheared rock cut by a minor veinlet with malachite staining. This returned 7.24% cobalt, with 13.3% copper and 3.17% Manganese. These samples confirm that there is potential for mineralisation and that the shear zones have higher grade potential.

Part of Elementos” sample 200915, an rockchip sample of a structure in a trench, Millennium. This assayed 7.24% Cobalt, 13.3% Copper and 3.17% Manganese

Metallurgical Testing

Limited metallurgical testing was submitted to Hydromet Pty Ltd by Strategic Minerals in 1980 on samples of core from hole FD06 carrying between 0.09- 0.21% Co and 0.9 – 4.48% Cu as sulphide. Hydromet concluded that they were confident that separate copper-gold and cobalt concentrates could be produced.

In 1993, Diversified Minerals N.L., sent composite samples from four drill holes to Hydrometallurgy Research Laboratories. These were taken from drill holes, FD7 and FD 10 in the northern mineralised zone, and FD 9 and FD 11 in the southern zone.

Sample Cu ppm Co ppm Au ppm

FD07 0.37 0.12 1.08

FD09 0.10 0.14 0.0

FD10 0.43 0.12 0.17

FDll 0.29 0.16 0.0

Samples Submitted

For the northern zone, which contained primary and secondary sulphides in a feldspathic quartzite host with calcite veins, flotation resulted in high grade cobalt and copper concentrates being recovered. (1) High grade copper concentrates recovered over 90 % w/w (weight

for weight) of the copper to give a concentrate grade above 18 % Cu with very good cobalt selectivity.

(2) Saleable grade cobalt concentrates could be produced recovering 60% w/w of the available cobalt to produce a concentrate grade of approximately 2 % Co

Composites from the southern mineralised zone within a sheared siltstone host, were more complicated due to the mix of fresh (primary) and oxidized (secondary) sulphides and the close association with siliceous gangue. Saleable grade cobalt concentrates could be produced, ranging from 1 - 4 % (w/w) at high overall cobalt recoveries, but the attempts to produce a copper concentrate were unsuccessful.

For both areas A reverse cleaning stage to float siliceous material away from the cobalt concentrates produced from both ore zones was recommended to increase the concentrate grade further.

Prospectivity

Elementos stated aim is to define a small volume, open cut resource of high-value Cobalt for treatment on site or potentially toll treating ore through another plant in the region.

To this end it can be concluded that:

! Based on the results of MRNL and DMR, the Co mineralisation is apparently broadly continuous over a strike length of 1km and with potential for extensions to the north and south.

60 PROSPECTUS 2009

! Assuming a strike length of 450m, a conservative 100m depth extension and a conservative average width of 10m, a small but prospective opencut deposit of high value cobalt can be targeted.

! There is scope also for additional mineralisation in the northern part of the lode system where surface grades are lower, but where drilling could intersect better grades. Parallel systems and much wider, lower grade zones, may also be present. In Trench 11 there is a second mineralised zone, some 10m to the west of the main zone.

! Additionally, the DMR drilling at the Federal Mine outlined 2550t of mineralisation grading 21% Cu, but- probably only accessible by underground methods. This exceptionally high-grade copper ore is poorly understood and its potential is undefined.

! As new deposits are developed in the Cloncurry area, trucking to an outside plant may be an option.

! Significant cobalt mineralisation has been defined at the much larger Cudeco Rocklands project, 10km SE, where metallurgical studies indicate 92.4% cobalt recovery from primary ore. (Rocklands Annual Report 2008).

! Millennium is already a fully granted Mining Lease with a previous history of production. It is highly likely that it would be granted regulatory approval.

! Taking these parameters into account there is a reasonable potential for a moderate tonnage of high-grade cobalt ore that would be compatible with conventional concentrating techniques.


Elementos has proposed a multi-discipline program for Millennium. This would concentrate first on confirming the known mineralisation with modern techniques and using multi-element geochemistry to test prospectivity. It would then move as quickly on to developing and expanding the targets to depth and along strike.

This would take the form:

! Continued efforts to recover the documentation supporting the previous exploration and the conclusions thereof.

! Extending the mapping and surface sampling to cover the extent of the known workings.

! Soil and outcrop geochemistry, where appropriate, to tie in the line of the known shear where it has not been trenched previously and to search for the potential parallel structures.

! A geophysical technique, to be confirmed, but possibly IP. This would consist of an orientation survey over a known target and extending it into less understood areas.

! Follow-up drilling with reverse circulation or aircore to test the targets generated, with results within nine months of start up.

! New metallurgical test may be carried out to compare the greatly improved techniques for cobalt and copper recovery.

Budget

A total budget of $175,000 has been estimated for the first 2 years operations, comprising:

Year 1 $155,000Year 2 $120,000

The exploration budget is heavily committed to drilling, with $80,000 spent in the first year and also in the second. The drill program is supported by geochemical sampling, mapping, and some IP traverses to better define mineralised zones.


The company directly holds 23.75 sq km of tenements prospective for coal close to the Santo Domingo project in San Juan province. These are considered to have strong potential to take advantage of the ongoing energy crisis in Latin America. No work has been carried out recently and the company may consider looking for a partner to advance this project.

Marayes Basin Coal Project, San Juan, Argentina

61PROSPECTUS 2009

Elementos Budgeted Expenditures

Declaration

The company's exploration programme over the next two years is designed to meet the requirements of the geological environments and exploration requirements that have been outlined in this Prospectus. The exploration budget amounts to $3.4 million over two years. Planned exploration programmes are deemed satisfactory and clearly defined. The expenditure budget is reasonable, having regard to the stated objectives of the Company, the prospectivity of the project areas and the exploration database already available. Qualifications

The person responsible for the preparation of this report is:Mr R C W Pyper BSc, FAusIMM, GAICD. Consulting Geologist

Minnelex Pty Ltd (“Minnelex”) is a long-established geological consulting company. Its principal, Robert Pyper, is a geologist with 47 years of industry experience and twenty-five years of consulting practice in precious metals, base metals, gemstones, coal, clays, dimension stone and mineral sands. He has had extensive experience in geological reporting, resource assessment and the valuation of mineral exploration properties.

Minnelex consents to the inclusion of this report in the form and context in which it is included. Apart from that, neither the whole nor any part of this report, nor any references thereto, may be included in, or with, or attached to, any document, circular, resolution, letter or statement without the prior written consent of Minnelex.

The information in this report that relates to exploration results and mineral resources is based on information compiled by Mr Robert Pyper, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Pyper has sufficient experience which is relevant to the style of mineralisation and the type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Pyper consents to the inclusion in the report of the matters based on his information in the form and context in which they appear.

Disclaimer of Interests

At the date of this report, Minnelex does not have, nor has had any relationship with Elementos Limited, other than as may have occurred as a result of providing consultancy services in the ordinary course of business.

Minnelex and Mr Pyper have neither relevant interest in, nor any interest in the acquisition or disposal of, any securities of Elementos Limited. Minnelex and Mr Pyper have no pecuniary or other interest that could be regarded as being capable of affecting its ability to give an unbiased opinion in relation to the acquisition of the mineral interests of Elementos Limited.

Neither Minnelex nor Mr Pyper has received or may receive any pecuniary or other benefits, whether direct or indirect or in connection with the preparing of this report other than normal consultancy fees based on fee time at normal professional rates plus out-of-pocket expenses.

62 PROSPECTUS 2009

REFERENCES

Comments on Manantiales Property; Comparison with Caspsos. September 09

Manantiales, Preliminary Report. August 09

Field data on assays, geology and mapping

Delendatti G

Comments on geology, mineraliSan Juan Province, Argentina

zation, interpretation and recommended work program at Santo Domingo Project,

Santo Domingo

Field Reports and progressive assay data, 2007-2009

Gramage R.N. Province of San Juan. Santo Domingo Zone

Cardo. R Castro de Mach uca. “Sierra de la Huerta” San Juan Ore -bearing Mineralisation. 1999

CEC 1964 Final Report - No 52. Federal Prospect". Unpublished. DNR & M Company Report (CR) 1518

Murchison United N.L "Millenium Leases - Summary". 2001

Seville R 1992 "Millenium Project - Report on Diamond Drilling Programme 1992 and compilation of

Earlier Data - Volume 1". Unpublished Report for Diversified Mineral Resources N.L.

Tasman Minerals "Federal Group of Leases - Cloncurry District". DNR & M Company Report 3821.

Houm, M Hydrometallurgical Research Laboratories. Technical Report 0483 Millennium Sulphide Ore Composites by Flotation and Gravity Separation

Recovery of Copper and Cobalt from

Millennium EPMs

El7066

El6818

El7067

English P.W Yooroonah Yooroonah Prospect EL1037. Six Month Report of CRA 11/77 – 4/78

Kennedy D.R The Yooroonah Yooroonah Tin-Zinc-Lead Prospect, Ebor. GSNSW Report 29.

Patterson G EL203. Yooroonah Yooroonah. Final Report of CRA 11/5/72

Roach B Kokong Holdings P/L, Geological Report on EL 691. September 2009

Geological Report on EL 7066 Cathedral Rocks, September 2009

Hetherington R EL3088 Final Report 1988-1992

Osborne I Uralla Division 1875-1974. GSNSW Annual Report Compilation. 1975

Roach B Geological Report on EL 7067, Dalmorton, September 2009

Markham N L Gold Deposits of the New England Fold Belt

Combined Mining &

Milling Pty Ltd

EL 5619 – Dalmorton Final Report for the Period ended 22 June, 2001.

Markham N L Six Month Report 23/7/8 6

Anon Six Month Report 23/7/86

Elliott J D Final Report EL947, EL3851 Dalmorton for Little River Gold

Kater G Summary of Exploration in the Dalmorton area for Little River Gold. May 82

Getty Oil Dev Coy EL 1614. Dalmorton. Six Month Report 6/11/83

General Reference Metallogenic Study and Mineral Deposit Data Sheets. !:250,000 Scale:

Dorrigo – Coffs Harbour

Grafton Maclean

Manilla - Narrabri

63PROSPECTUS 2009

GLOSSARY

acid volcanic

aeromagnetic

adamellite

adularia

alteration

amphibolite

andesite

anomaly

argillic

auriferous

AusIMM

basalt

basemetal

basic

breccia

calcareous

calc-silicates

carbonate

chalcopyrite

dacite

diorite

DMR

EL

EM.

Exhalative

fault

felsic

ferruginous

GAICD

gabbro

geochemistry

geophysics

gneiss

gossan

grade

granite

granitoid

granodiorite

hornfels

hydrothermal

igneous

intrusive

I-Type

lineament

Volcanic rock with high content of quartz

Magnetic survey by aircraft

Quartz monzonite

A low temperature mineral of the alkali feldspar group

Change in mineral composition of a rock, usually from weathering or hydrothermal solutions

Metamorphic mineral assemblage derived from Ca, Mg, Fe, Na rich aluminium silicates

A fine grained igneous rock with intermediate silica content

Usually soil or rock assay or geophysical result considered to be different from the norm

Clay alteration products, smectite-dickite-quartz-pyrite

Gold bearing

The Australasian Institute of Mining and Metallurgy

A fine grained dark basic igneous rock

A term generally confined to copper, lead and zinc

An igneous rock with a low silica content

Rock fragments in a finer grained matrix

Carbonate rich

A metamorphic rock with calcium rich minerals present

Carbon and oxygen in the ratio 1:3

Copper and iron sulphide

A volcanic rock intermediate between andesite and rhyolite

A plutonic rock intermediate in composition between acid and basic

Department of Mineral Resources (Queensland)

Exploration Licence (in NSW)

Electromagnetic survey Measures magnetic fields from artificially introduced currents

Ore-bearing hydrothermal fluids released into a water reservoir (usually the ocean), resulting in the precipitation of stratiform ore

A fracture in a rock mass, with the movement of one side past the other

Rock with abundant light coloured minerals such as quartz, feldspar and mica

Iron rich

Graduate of the Australian Institute of Company Directors

Basic intrusive igneous rock

Study of the values and relationships of elements in soils and rocks

Study of the earth by quantitative physical methods

foliated rock formed by regional metamorphism

Iron rich weathered product overlying sulphide deposit

The quantity of ore or metal present relative to other constituents of the rock or ore

Coarse grained acid igneous rock containing quartz and feldspar

Granitic

Similar rock to granite but with less silica

Fine grained rock usually formed by contact metamorphism

Circulation of hot water through rocks with leaching and deposition of minerals

Rocks formed from a molten state

A body of hot igneous rock which invades the overlying rocks

Granitoids derived from igneous source rocks

A linear topographical feature of regional extent thought to reflect crustal structure

64 PROSPECTUS 2009

massive sulphide

Monzonite

Ordovician

Permian

Phyllic

pluton

ppb

ppm

propylitic

pyritic

quartz

RC drilling

rhyolite

stockworks

stream sediment

sulphide

Syngenetic

tenement

Tertiary

tonalite

tuff

volcanic

A body of rock with >40% sulphides. It may not be ore

Intermediate plutonic rock between syenite and diorite

500-440 Ma

280-225 Ma

Common hydrothermal alteration in porphyry mineralisation with production of sericite

Large crystals set in a fine groundmass

Parts per billion

Parts per million

Alteration caused by iron and sulphur-bearing hydrothermal fluids, and typically resulting in the formation of epidote-chlorite-pyrite

Containing pyrite

Crystalline silica

Reverse circulation drilling. Gives a less contaminated sample than open hole drilling

Light coloured extrusive volcanic rock

Three dimensional network of irregular veinlets

Sample taken of stream gravels and assayed

A mineral compound linked to sulphur

Formed at the same time and by the same processes as the enclosing rocks

Ground granted for exploration or mining purposes

65-2 Ma

Quartz diorite

volcanic rock, consolidated pyroclastic

Related to volcanoes or volcanism

65PROSPECTUS 2009

FINANCIAL INFORMATION

6.1 Introduction

6.2 Basis of Preparation

This Section contains pro forma financial information of the Company. Elementos and its wholly owned subsidiaries have only recently been incorporated and have not traded since inception. Elementos was incorporated on 3 September 2009. Pro forma Balance Sheets as at 30 September 2009 have been prepared by the Directors which assumes completion of the contemplated transactions set out in Section 6.4 (Note 1) as at that date (“Pro Forma Balance Sheets”).

The Directors are responsible for the inclusion of all financial information in this Prospectus. The Pro forma Balance Sheets have been reviewed by Johnston Rorke whose Independent Accountant's Report is contained in Section 7.

Elementos has two wholly owned subsidiaries, Element Minerals Australia Pty Ltd and Elementos Minerals SA, the latter being incorporated in Argentina. Elementos is currently a wholly owned subsidiary of Orocobre. Orocobre also holds 100% of Orocobre SA, also incorporated in Argentina, which holds an option to acquire certain exploration and mining tenements, referred to as the Santo Domingo Tenements, from an unrelated Argentinean company. Orocobre has assigned its interest in the option over these tenements to Elementos Minerals SA. The estimated fair value of the rights assigned to Elementos has been assessed by the Directors at $1 million. The consideration payable to Orocobre is to be satisfied by the issue of 20 million fully paid ordinary shares at 5 cents each ($1 million) in Elementos. Orocobre intends to transfer the 20 million shares in Elementos to Orocobre shareholders by way of a reduction of capital and in specie distribution, through a demerger, subject to approval by Orocobre shareholders.

Elementos Minerals SA has also entered into an option agreement with an Argentinean company to acquire the Manantiales Tenements over a 4 year period. Details regarding the key terms of the option agreements over the Santo Domingo Tenements and Manantiales Tenements are contained in Section 10.4 under Material Contracts and in the Argentinean Tenure Legal Report in Section 8 of this Prospectus.

Element Minerals Australia Pty Ltd (“EMA”) has entered into option agreements to acquire mining tenements in Queensland and exploration licences in New South Wales as follows:

! Queensland Tenements – EMA has been granted an option to acquire 5 mining leases in Queensland over a 12 month period.

! New South Wales Tenements – EMA has been granted options to acquire beneficial ownership of 3 exploration licences for minerals in New South Wales over a 2 year period.

Details regarding the key terms of the option agreements over the Australian mining tenements and exploration licences are contained in Section 10.4 under Material Contracts and in the Australian Tenure Legal Report in Section 9 of this Prospectus.

The financial information set out in the Prospectus has been prepared in accordance with the accounting policies of the Company and the recognition and measurement principles (but not all the disclosure requirements) prescribed by Australian Accounting Standards and other pronouncements of the Australian Accounting Standards Board. The financial information is presented in an abbreviated form and does not contain all the disclosures required by the Australian Accounting Standards applicable to annual reports prepared in accordance with the Corporations Act.

The financial information in this Section should be read in conjunction with:

! The summary of significant accounting policies and additional financial disclosures set out in Section 6.4;

! The pro forma adjustments set out in Section 6.4 (note 1);

! The risk factors set out in Section 4 of this Prospectus; and

! Other information contained within this Prospectus.

The Pro Forma Balance Sheets have been presented on the basis of a minimum $6.25 million subscription for 25,000,000 ordinary shares and maximum $8.25 million subscription for 33,000,000 ordinary shares to be issued under the Offer.

66 PROSPECTUS 2009

6

Notes

Pro Forma Consolidated

(section 6.4) Minimum $

Maximum $

Current assets Cash and cash equivalents 2 5,625,001 7,505,001

Non-current assets

Deferred exploration and evaluation costs 3 1,090,000 1,090,000

Total assets 6,715,001 8,595,001 Liabilities - -

Net assets 6,715,001 8,595,001

Equity

Contributed equity 4 6,630,001 8,510,001 Option reserve 255,000 255,000 Accumulated losses (170,000) (170,000)

Total equity 6,715,001 8,595,001

6.3 Pro Forma Balance Sheets

Set out below are the Pro forma Balance Sheets of Elementos as at 30 September 2009, assuming assignment of the rights to the Santo Domingo Tenements from Orocobre SA, the minimum and maximum capital raising contemplated by this Prospectus and other transactions as summarised in Section 6.4 (note 1).

The accompanying notes set out in Section 6.4 form an integral part of the pro forma balance sheets.

67PROSPECTUS 2009

1(vi)1(iv)

6.4 Notes to the Pro forma Balance Sheets

1. Pro Forma Adjustments

The Pro Forma Balance Sheets of Elementos as at 30 September 2009 have been prepared as if the following proposed transactions had taken place at that date:

(I) The issue of 20,000,000 fully paid ordinary shares at 5 cents each ($1,000,000) to Orocobre for the assignment of the rights to the Santo Domingo Tenements. For pro forma purposes, the consideration has been recorded as deferred exploration and evaluation costs as payment for the rights to the Santo Domingo tenements.

(ii) The granting of 5,500,000 options over ordinary shares in Elementos to the Directors under the terms and conditions set out in Section 6.4 (note 6).

(iii) The issue of 25,000,000 (Minimum Subscription)/33,000,000 (Maximum Subscription) fully paid ordinary shares at 25 cents each pursuant to this Prospectus to raise equity funds of $6,250,000 (Minimum Subscription)/$8,250,000 (Maximum Subscription).

(iv) Payment of $500,000 to Orocobre as a cost reimbursement in respect of various costs incurred by Orocobre on behalf of Elementos. The payment is assumed to be satisfied by the issue of 1,000,000 fully paid ordinary shares at 25 cents each and $250,000 cash. For pro forma purposes, these costs have been allocated as follows:

$

Deferred exploration and evaluation costs 90,000

Administration expenses 170,000

Share issue transaction costs 240,000

500,000

Fair value at grant date 17¢

Model inputs

Share price 25¢

Exercise price 30¢

Expected volatility 100%

Option life 4 years

Expected dividends nil

Risk-free interest rate (based on government bonds) 4.25%

(v) Payment of the fees to the Underwriter associated with the capital raising which are estimated to be $375,000 (Minimum Subscription)/$475,000 (Maximum Subscription). These costs exclude the share issue transaction costs paid by Orocobre on behalf of Elementos.

(vi) The granting of 1,500,000 options over ordinary shares in Elementos to the Underwriter as part of the underwriting fee. The options are exercisable at 30 cents each and can be exercised up to two years after the later of Quotation and ASX's restrictions on the Company's shares and options which is to be two years from Quotation. As such, the maximum life of the options is four years. For pro forma purposes, the fair value of the options granted to the Underwriter was estimated at $255,000 using a binominal option pricing model that takes into account the exercise price, the term of the option, share price at grant date, the expected dividend yield and expected price volatility of the share and the risk-free interest rate as follows:

68 PROSPECTUS 2009

Pro Forma Consolidated

Minimum Maximum $ $ Cash and cash equivalents 5,625,001 7,505,001

Reconciliation of movement: Proceeds on initial subscription of shares 1 1 Pro forma adjustments: - Proceeds from shares issued pursuant to the Offer 6,250,000 8,250,000 - Payment of fees to the Underwriter (375,000) (495,000) - Payment to Orocobre for cost reimbursement (250,000) (250,000)

Pro forma cash and cash equivalents 5,625,001 7,505,001

2. Cash and Cash Equivalents

3. Deferred Exploration and Evaluation Costs

Deferred exploration and evaluation costs 1,090,000 1,090,000

Deferred exploration and evaluation costs comprise the payment for the rights to the option to acquire the Santo Domingo Tenements and reimbursement of costs paid by Orocobre on behalf of Elementos. The rights to the option to acquire the Santo Domingo Tenements has been assessed by the Directors at $1 million. The carrying value of this asset by Orocobre at the date of transfer was approximately $800,000. The ultimate recoupment of costs carried forward in relation to rights to exploration permits and subsequent exploration and evaluation expenditure is dependent upon the successful development and commercial exploitation or sale of the area of interest at an amount at least equal to the carrying value.

4. Contributed Equity

No. of Shares Pro Forma Consolidated

Share capital

Minimum Maximum Minimum

$

Maximum

$

Fully paid ordinary shares

Reconciliation of movement

Issued on incorporation 1 1 1 1

Pro forma adjustments:

- Issued to Orocobre * 20,000,000 20,000,000 1,000,000 1,000,000

- Issued pursuant to this Prospectus 25,000,000 33,000,000 6,250,000 8,250,000

- Issued to Orocobre for cost reimbursement 1,000,000 1,000,000 250,000 250,000 - Share issue transaction costs:

Cash paid to Underwriter (375,000) (495,000)

Share based payments to Underwriter (255,000) (255,000)

Pro forma share capital 46,000,001 54,000,001 6,630,001 8,510,001

69PROSPECTUS 2009

46,000,001 54,000,001 6,630,001 8,510,001

Reimbursement of costs paid by Orocobre (240,000) (240,000)

* Issued for the rights to the Santo Domingo tenements

5. Option Payments and Minimum Exploration Expenditure

Elementos and its subsidiaries have entered into a number of option agreements to acquire various mining leases in Queensland, exploration licences in New South Wales and Cateos and Manifestacions in Argentina. The following payments are required to complete the purchase of these exploration tenements under the various option agreements. The payments have not been provided for in the Pro Forma Balance Sheets.

$AUD $US

Total Australia Argentina Argentina*

Option payments due:

- Within 1 year (31/10/10) 185,833 52,500 133,333 120,000

- 1 – 2 years 786,667 220,000 566,667 510,000

- 2 – 3 years 105,556 - 105,556 95,000

- After 3 years 1,172,222 - 1,172,222 1,055,000

2,250,278 272,500 1,977,778 1,780,000

* The option payments relating to the purchase of the Argentina tenements are payable in US dollars and, for pro forma disclosure purposes, have been converted to Australian dollars at an exchange rate of AUD$1 = US$0.90.

In order to maintain an interest in the exploration tenements in which Elementos will become involved, Elementos is also required to meet the conditions under which the rights to the tenements were granted. The timing and amount of exploration expenditure are subject to minimum expenditure requirements required by the relevant regulatory bodies and may vary significantly from the forecast expenditure based upon the results of the work performed which will determine the prospectivity of the relevant area of interest. The forecast payments have not been provided for in the Pro Forma Balance Sheets.

$AUD $US

Total Australia Argentina Argentina* Forecast minimum exploration expenditure requirements:

Due within 1 year (31/10/10) 235,222 209,000 26,222 23,600 Due 1-2 years 235,222 209,000 26,222 23,600 Due 2-3 years 22,222 - 22,222 20,000 Due after 3 years 22,222 - 22,222 20,000

514,888 418,000 96,888 87,200

Refer also to the Independent Geologist's Report regarding proposed exploration expenditures. Various tenements may also be subject to Native Title Claims as outlined in the Independent Geologist's Report in Section 5 and Risk Factors in Section 4.

70 PROSPECTUS 2009

6. Directors' Remuneration

As at the date of this Prospectus, there were no contractual obligations for Elementos to remunerate any Director except as noted below. No remuneration is payable to any Director for services rendered up to the date of this Prospectus.

A. Anthony McLennan is entitled to $50,000 per annum as directors' fees for his role as Chairman and Neil Stuart is entitled to $25,000 per annum as a non-executive director. Cory Nolan is entitled to $185,000 per annum (plus statutory superannuation) for his services as chief executive officer of Elementos pursuant to a service agreement which becomes operative upon the listing of the company on ASX.

In addition, the Directors have been granted options to acquire ordinary shares in Elementos based on the following terms and conditions:

Name No. of Options Exercise Price

Vesting Conditions

A. Anthony McLennan 1,000,000 25¢ Share price reaches 30¢ 1,000,000 25¢ Share price reaches 35¢ Neil Stuart 500,000 25¢ Share price reaches 30¢ 500,000 25¢ Share price reaches 35¢ Corey Nolan 1,250,000 25¢ Share price reaches 30¢ 1,250,000 25¢ Share price reaches 35¢ 5,500,000

The above options have an expiry date of 20 October 2015 and lapse if the Director ceases to hold office before the target prices are met. For accounting purposes, the above options will be expensed by Elementos over their expected vesting period. For pro forma purposes, the commencement date is assumed to be from the grant date (23 October 2009) such that no expense has been recognised to date. The fair values of the Directors' Options were estimated using a binominal option pricing model that takes into account the exercise price, the term of the option, the share price at grant date, the expected dividend yield and expected price volatility of the underlying share and the risk-free interest rate. The expected price volatility is based on the historic volatility of similar listed companies, including Orocobre. As the fair value of the Directors' Options has been calculated for pro forma disclosure purposes only, and is yet to be finalised, the fair value of the options has been determined based on a range of expected price volatilities and other inputs as follows:

Fair value 10¢ 14¢

Model inputs

Share price 25¢ 25¢

Exercise price 25¢ 25¢

Expected volatility 45% 100%

Option life 6 years 6 years

Expected dividends - -

Risk-free interest rate (based on government bonds) 4.25% 4.25%

Target share price 30/35¢ 30/35¢

Elementos had no significant revenues, expenses or cash flows up to 30 September 2009 except as disclosed in note 1(iv) above. The administration expenses paid by Orocobre on behalf of Elementos includes employee benefits of $124,000 and other administration costs of $46,000.

7. Revenues, Expenses and Cash Flows

71PROSPECTUS 2009

8. Summary of Significant Accounting Policies

The significant accounting policies that have been adopted in the preparation of the pro forma financial information of Elementos are:

(a) Basis of accounting

The pro forma financial information has been prepared in accordance with the recognition and measurement (but not all the disclosure) requirements of applicable Australian Accounting Standards using the accrual basis of accounting including the historical cost convention and the going concern assumption.

(b) Principles of consolidation

The consolidated pro forma balance sheets incorporate the assets and liabilities of all subsidiaries of Elementos. Subsidiaries are all those entities (including special purpose entities) over which Elementos has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the consolidated entity controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. The purchase method of accounting is used to account for the acquisition of subsidiaries by the consolidated entity (refer to note 1(d) below).

(c) Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units).

(d) Business combinations

The acquisition method of accounting is used to account for business combinations. The acquirer is identified as the entity that obtains control of the acquiree. As at the acquisition date, the acquirer recognises, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The identifiable assets acquired and liabilities assumed are measured at the acquisition date fair values. Goodwill is recognised and measured as the excess of the aggregate of the consideration transferred plus the amount of any non-controlling interest in the acquiree and, in a business combination achieved in stages, the acquisition-date fair value of the acquirer's previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed. If the acquirer makes a bargain purchase the acquirer recognises a gain in profit or loss on the acquisition date.

(e) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(f) Exploration and evaluation costs

Exploration and evaluation costs incurred are accumulated separately for each area of interest. The costs are carried forward as an asset where rights to tenure of the area of interest are current and where such costs are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities have not at balance date reached a stage to allow a reasonable assessment to be made regarding the existence of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing. The realisation of the value of costs carried forward depends upon any commercial results that may be obtained through successful development and exploitation of the area of interest or alternatively by its sale. If an area of interest is abandoned or is considered to be of no further commercial interest the accumulated exploration and evaluation costs relating to the area are written off.

(g) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(h) Equity-settled compensation

Employees

Shares and share options issued as part of employees' remuneration are measured at fair value at grant date and are recognised over the vesting period as an employee benefit expense with a corresponding increase in equity.

Others

Shares and share options issued in return for goods and services are measured at the fair value of the goods or services received unless that fair value cannot be estimated reliably in which case the goods or services received are measured, indirectly, by reference to the fair value of shares or share options granted. The goods or services and corresponding increase in equity are recognised when the goods are obtained or as the services are received.

72 PROSPECTUS 2009

INDEPEN T ACCOUNTANT’S REPORTDEN

The DirectorsElementos LimitedLevel 1, 349 Coronation DriveMILTON QLD 4064

Dear Sirs,

INDEPENDENT ACCOUNTANT'S REPORT

1. INTRODUCTION

We have prepared this Independent Accountant's Report (“Report”) at the request of the Directors of Elementos Limited (“Elementos” or “the company”) for inclusion in a Prospectus to be dated on or about 6 November 2009. The Prospectus relates to the issue by Elementos of 25 million ordinary shares (Minimum Subscription) to 33 million ordinary shares (Maximum Subscription) at an issue price of 25 cents per share.

Expressions defined in the Prospectus have the same meaning in this Report.

We have prepared this Report on the financial information as set out in Section 6 of the Prospectus. As outlined in Section 6, Elementos has not traded since incorporation on 3 September 2009. Elementos currently has one issued share held by Orocobre Limited. It is proposed that Orocobre (through another subsidiary) will assign the rights to the Santo Domingo gold copper project in Argentina to a subsidiary of Elementos. The Directors estimate the fair value of the project to be $1 million. The consideration for the assignment is to be paid by the issue of 20 million ordinary shares in Elementos. The company also intends to enter into a number of option agreements to acquire various mining leases in Australia prior to its initial public offering.

2. PRO FORMA BALANCE SHEETS

The Directors have included in Section 6.3 of the Prospectus pro forma balance sheets of Elementos based on Minimum and Maximum Subscriptions as contemplated by the Prospectus. The pro forma balance sheets assume certain adjustments for selected pro forma transactions. The basis on which the pro forma balance sheets have been prepared is more fully set out in Section 6.4 of the Prospectus.

The pro forma balance sheets are presented in an abbreviated form and do not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act 2001.

The Directors are solely responsible for the preparation and presentation of the pro forma balance sheets, including the adjustments for the selected pro forma transactions incorporated in the pro forma balance sheets.

The pro forma balance sheets have been prepared for inclusion in the Prospectus. Johnston Rorke disclaims any assumption of responsibility for any reliance on this Report or on the pro forma balance sheets to which it relates for any purposes other than that for which it was prepared. This Report should be read in conjunction with the Prospectus.

This Report relates only to the pro forma balance sheets and does not extend to any other financial information included in the Prospectus.

3. SCOPE

We have conducted an independent review of the pro forma balance sheets in order to state whether, on the basis of the procedures described, anything has come to our attention that would cause us to believe that the pro forma balance sheets, as set out in Section 6.3 of the Prospectus, are not presented fairly, in all material respects, in accordance with:

! the financial records of Elementos at 30 September 2009 and the pro forma transactions and/or adjustments described in Section 6.4 of the Prospectus; and

Level 30, Central Plaza One 345 Queen Street Brisbane Q 4000 GPO Box 1144 Brisbane Q 4001 Ph 07 3222 8444 / Fax 07 3222 8300 Website www.jr.com.au Email [email protected]

73PROSPECTUS 2009

6 November 2009

7

! the recognition and measurement principles (but not all the disclosure requirements) of applicable Australian Accounting Standards (including the Australian Accounting Interpretations) and the accounting policies adopted by Elementos as disclosed in Section 6.4 of the Prospectus.

Our review has been conducted in accordance with ASRE 2405 “Review of Historical Financial Information Other than a Financial Report”. Our review was limited to:

! analytical procedures applied to the financial information;! a review of the pro forma transactions and/or adjustments;! a review of work papers, accounting records and other documents;! a comparison of consistency in application of the recognition and measurement principles in Australian Accounting Standards (including

the Australian Accounting Interpretations) and the accounting policies adopted by Elementos as disclosed in Section 6.4 (note 1) of the Prospectus; and

! enquiry of Directors, management and others.

The review procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the pro forma balance sheets.

4. REVIEW STATEMENT

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the pro forma balance sheets, as set out in Section 6.3 of the Prospectus, are not presented fairly, in all material respects, in accordance with:

! the financial records of Elementos at 30 September 2009 and the pro forma transactions and/or adjustments described in Section 6.4 of the Prospectus; and

! the recognition and measurement principles (but not all the disclosure requirements) of applicable Australian Accounting Standards (including the Australian Accounting Interpretations) and the accounting policies adopted by Elementos as disclosed in Section 6.4 of the Prospectus.

5. SUBSEQUENT EVENTS

Apart from the matters dealt with in this Report, and elsewhere in the Prospectus, and having regard to the scope of our Report, to the best of our knowledge and belief no material transactions or events outside of the ordinary business of Elementos subsequent to 30 September 2009 have come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

6. INDEPENDENCE

JR does not have any interest in the outcome of the Offer other than the preparation of this Report and assistance in the presentation of certain financial information for which it will receive normal professional fees.

7. RESPONSIBILITY

JR has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included. At the date of this Report, this consent has not been withdrawn.

JR has not authorised the issue of the Prospectus. Accordingly, JR makes no representation regarding, and takes no responsibility for, any other statements, or material in, or omissions from, the Prospectus.

Yours faithfully

JOHNSTON RORKEChartered Accountants

ROSS WALKERPartner

74 PROSPECTUS 2009

5 November 2009

The DirectorsElements Limited

Dear Sirs,

LEGAL REPORT ON ARGENTINE TENURE

We are instructed that Elementos Limited (Company), through its Argentine subsidiary Elementos Minerales SA, has entered into options to purchase certain exploration and mining tenements (Tenements) based in the province of San Juan.

In order to raise the necessary capital to finance the exploitation of the Tenements and other mineral rights, we are instructed that the Company, intends to conduct an initial public offering of shares and list on the ASX.

The Company has requested that we provide a legal opinion commenting the status and validity of both the Tenements and the Company's proposed acquisition of the Tenements.

Tenements Status.

The Company holds two options to purchase a number of tenements in Argentina (Option Agreements).

A schedule of the Tenements accompanies this report (Schedule). The Schedule provides details of the current status of the Tenements and other relevant information and should be read in conjunction with this report.

We have conducted the necessary searches and enquires in respect of the Tenements and can confirm that as at the date of this report;

! Where any of the tenements are still in application form, we have conducted reasonable enquiries and are not aware of any matters that may affect the decision to grant or constitute grounds to reject the application;

! The details of the tenements referred to in this report are accurate as to the status and registered holder of the tenements;

! All applicable rents and fees due in respect of the tenements under the Mining Code or other regulations have been paid;

! All expenditure requirements and work programs under the Mining Code have been met or exemptions obtained or applied for;

! All annual expenditure and other exports on operations required to be lodged with the Secretariat of Mining (Secretariat) or other relevant authorities have been lodged;

! There are no securities or other encumbrances against the titles to the tenements;

! The tenements are owned by the persons or companies described as vendors in the options;

! None of the tenements are subject to any conditions or a material nature that are unusual or onerous by Argentine standards;

! Except as set out in this letter, the required environmental authorities to carry out activities permitted by the grants, have been obtained.

Options to Purchase

We have been provided with copies of the Option Agreements. We confirm that:

! Both option agreements have been entered into by or been validly assigned to the Company (through its Argentine subsidiary, Elementos Minerales SA).

! All of the Tenements referred to in the Option Agreements are held by the person or company named as the holder into the Option Agreements.

! The Option Agreements are legally binding, valid and enforceable under Argentinean law.

! The Option Agreements in combination cover all of the Tenements listed in the Schedule.

ARGENTINEAN TENURE REPORT

75PROSPECTUS 2009

8VARGAS GALINDEZ

A B O G A D O S . I N I C I A D O E N 1 9 3 6

Peru 930 2° PisoTel: (0261) 4293737 / 48

M5500FAWMendoza - Argentina

[email protected]

Dr. Federico G. Vargas Galindez (+)Jorge Alfredo VargasCarlos Ernesto FunesGerman GoyocheaEnrique R. Marzari de ElizaldeGaston Vargas GeiEnrique ArroyoMaria Paula SastreJorge Vargas GeiAlejandro J. Pinto

Summary of Terms.

Each of the option Agreements provides for the payment of option fees at certain intervals during the term of the option. The Company may exercise the option at any time during the option period. Upon exercise the option:

! The company is to pay the Grantor a purchase payment less the total value of the option fees then paid; and

! The Grantor is to transfer its interest in the relevant Tenements to the Company.

The Company is granted the exclusive right to explore or mine (as applicable) the Tenements under each Option, during the Option period, provided that it keeps the tenements in good standing by meeting any minimum expenditure commitments.

Under the Option Agreement for the Manantiales project, a Net Smelter Royalty Return of 1% of production is payable. Elementos Minerales S.A. may buy this royalty right at any time at a consideration of US$ 1,000,000. The agreement also provides for a Net Production Royalty at US$ 4 per troy ounce for the first 450,000 ounces of gold product and reducing to US$ 3 per troy ounce once that quantity of production is exceeded.

The key terms of each option agreement are set out in the table below.

Project Santo Domingo Manantiales

Grantor Rolando Gramage Manantiales S.A. (an Argentinean corporation)

Grantee Elementos Minerales S.A. Elementos Minerales S.A.

Execution date (originally October 17, 2006) for Elementos Minerales S.A. September 4th, 2009

September 23, 2009

Tenure Descriptions Cateos 414-765-R-04

414-1313-R-05

414-1336-R-05

1124-0144-G-06

1124-0367-G-06

1124-0368-G-06

1134-0385-G-06

Manifestaciones de descubrimiento or MDs (Discovery Statements)

1124-493-G-07

1124-133-G-09

1124-94-G-09

Manifestaciones de descubrimiento or MDs (Discovery Statements)

Manantial 3 File 520-120-M-97



Purchase period 24 months. 48 months

Purchase price US$ 750,000 less the option paymentspreviously made.

US$ 1,600,000 less the payments previously made.

Periodic payments payments every 6 months commencing at US$ 30,000 and increasing to US$ 35,000

Approximately US$ 20,000 on execution and payments every 6 months thereafter commencing at US$ 25,000 and increasing to US$ 75,000

Amount paid to date By Elementos Minerales S.A. Nil. Approximately US$ 32,000

Minimum expenditure US$3,600 per annum US$ 20,000 per annum

Environmental authority Valid Under application, during which time low impact exploration activities are permitted.

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Tenements types.

An explanation of the different tenements types included in the Schedule is set out below:

Cateo

This category of tenement grants the holder exclusive exploration rights over the tenements area. If a mineral deposit is discovered, the relevant part of the tenement can then be converted into a mining tenement. The term for which the tenement is granted depends on the size of the granted tenement area. A 500 hectare tenement has a 150 day term and each additional unit increases the term by 50 additional days. The largest possible tenement will expire in 1,100 days and after this date, applications for renewal can be made and are generally granted if conditions for grant of the Tenements have been met.

Some of the cateo tenements listed in the Schedule are at the application stage and are yet to be formally registered with the relevant authority. However, under Argentinean law, exploration work may begin once:

! All major steps in the application process have been completed, and

! An environmental impact assessment has been completed and approved.

All of the tenements applications have complied with the major steps in the application process. Further, most of the tenements have also had environmental impact assessments completed and approved, and exploration work may legally commence on those tenements.

Manifestacion de descubrimiento

This is the status of a tenement in respect of which a discovery has been reported to the relevant authority during the exploration stage. It is effectively a procedural stage between exploration rights being converted into mining rights. At this stage, the tenement boundaries are redefined to encompass the specific are of the discovery.

Mina

This type of tenement grants the exclusive right to mine the tenement area. It gives the holder the exclusive right to extract and sell specified minerals on and in the land covered by the tenement, subject to an approved plan of operations and royalties payable to the provincial government.

All minerals under concession are usually the property of the relevant province, which grants a conditional licence to extract those minerals. The license is maintained as long as the holder pays the canon fee in a yearly basis.

Qualification.

In providing this report, we have assumed the information, reports and search results provided by various government agencies in Argentina are accurate and correctly reflects the particulars of the Tenements to which this report relates.

We have also assumed all documents provided to us are complete and that any copies conform the originals.

Disclosure of interest.

Gaston Vargas Gei, will be paid fees for the preparation of this report. Other than in respect of these professional fees, Vargas Galindez Abogados have no interest in the promotion of the Company.

Yours faithfully

Gaston Vargas GeiAbogado

77PROSPECTUS 2009

Schedule


PProject name File # Right type Current situation Owner Annual Canon

Required

Arriero 414-765-R-04 Cateo (exploration permit)

Replaced by MD called Lam

Rolando Gramage

498 Nil

Divisoria 414-1213-R-05 Cateo (exploration permit)

Replaced by MD called Ananda

Rolando Gramage

500 Nil

414-1336-R-05 Cateo (exploration permit)

Granted Rolando Gramage

500 Nil

Alunita Superior

1124-0144-G-06 Replaced by MD called Alunita

Rolando Gramage

1458 Nil


In due process of granting

Rolando Gramage

1940 Nil

1124-0368-G-06 Cateo (exploration permit) granting

Rolando Gramage

2155 Nil

Alunita Inferior 1124-0385-G-06 Cateo (exploration permit)


Rolando Gramage

5000 Nil

Lam 1124-493-G-07 MD (Manifestacion de descubrimiento)


Rolando Gramage

498 Canon will commence in 2010 and will be US$ 1,200 per annum

Ananda 1124-94-G-09 MD In due process of granting

Rolando Gramage

500 Canon will commence in 2012 and will be US$ 1,200 per annum

Alunita 1124-133-G-09 MD In due process of granting.

Rolando Gramage

1458 Canon will commence in 2012 and will be US$ 1,200 per annum.

Manantial Project

Project name File # Right typeCurrent situation Owner

Area(hectares)

Annual Canon Required

Manantial 3 520-120-M-97 MD Granted Manantiales S.A.

3,126 US$ 6,500


3,069 US$ 6,500


3,061.69 US$ 6,500

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Area(hectares)

AUSTRALIAN TENURE REPORT

6 November 2009

The Directors

Elementos Limited

Level 1, 349 Coronation Drive

Milton QLD 4000

Dear Sirs,

Legal Report on Mining Tenements

This report has been prepared for inclusion in the Prospectus to be dated on or about 6 November 2009 and issued by Elementos Limited (Company) for the public offer of up to 33 million fully paid ordinary shares (Shares) at an issue price of $0.25 each to raise up to $8,250,000 (Offer) to be lodged with the Australian Securities and Investments Commission.

Enquiries Undertaken

A schedule of tenements (Schedule) setting out salient information about the Tenements in which the Company holds an interest (Tenements) accompanies this report.

We have undertaken the following searches and enquiries (Searches):

(a) copies of the “public enquiry reports” for each of the Queensland permits from Department of Mines and Energy (DME) searches;

(b) copies of the “information report” for each of the New South Wales exploration licences from Department of Mineral Resources (DMR) searches; and

(c) copies of National Native Title Tribunal (NNTT) Searches.

The Schedule provides specific information relating to the Tenements, including:

(a) current beneficial ownership details of the Tenement;

(b) type of Tenement;

(c) recorded area of the Tenement;

(d) recorded status of the Tenement;

(e) instruments or encumbrances affecting the Tenement;

(f) disclosed conditions of grant of the Tenement; and

(g) recorded NNTT claims relating to the Tenement.

It is important that the information in the notes to the Schedule is read carefully as details relating to Tenement conditions, relevant native title claims, and exclusions are particularised.

Brisbane Qld 4000 Tel. 07 3002 8700 Fax 07 3221 3068

www.hemhart.com.au

Level 2, 307 Queen Street

79PROSPECTUS 2009

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Results of Enquiries

Based on our Searches and subject to the statements set out below, we confirm as at 30 October 2009:

(a) the details of the Tenements referred to in this Report are accurate as to the status and registered holders of each Permit;

(b) where title to a Tenement has not been granted, that fact is disclosed in the Schedule;

(c) all applicable amounts due in respect of the Tenements under Mineral Resources Act 1989 (Queensland) (MRA), have been paid;

(d) all applicable rents due in respect of the Tenements under Mining Act 1992 (New South Wales) (MA), have been paid or applications have been made to the relevant authority for deferment of those payments based on special circumstances;

(e) except as set out below, all expenditure requirements and work programmes under the MRA and MA, have been met or exemptions obtained or applications have been made for exemption;

(f) all annual expenditure reports on operations required to be lodged with the DME and DMR, have been lodged;

(g) any caveats against the titles of the Tenements, have been disclosed in the Schedule;

(h) none of the Tenements are subject to any unusual conditions of a material nature, other than as disclosed in the Schedule; and

(i) the Tenements that are subject to Native Title claims are set out in the Schedule.

Company's Interest in the Tenements

The Company, through its wholly owned subsidiary, Element Minerals Australia Pty Ltd, has entered into Option Agreements under which the Company has been granted the option to acquire beneficial ownership of the Tenements. As at the date of this letter, the Company has not exercised any of those option rights and has therefore not yet acquired beneficial ownership of the Tenements.

The Company may, at any time during:

(a) the next 12 months, exercise its right to acquire beneficial ownership of the Queensland Mining Leases, failing which they will lapse; and

(b) the next 3 years, exercise its right to acquire beneficial ownership of the New South Wales Exploration Licences, failing which they will lapse.

More information about these agreements can be found in Section 10.4 of this Prospectus.

Queensland Tenements

The tenure in respect of which the Company through its wholly owned subsidiary Element Minerals Australia Pty Ltd has been granted options to acquire beneficial ownership, consists of the following granted Mining Leases for minerals in Queensland (Queensland Mining Leases): ML 2512, ML 2761, ML 2762, ML 7506 and ML 7507.

Rights under the Queensland Mining Leases

Mining and exploration in Queensland is regulated under the Mineral Resources Act 1989 and accompanying Regulations. Pursuant to this act, a Queensland Mining Lease:

(a) is granted for mining operations;

(b) entitles the holder to machine-mine specified minerals and carry out activities associated with mining or promoting the activity of mining; and

(c) is not restricted to a maximum term—this is determined in accordance with the amount of reserves identified and the projected mine life.

New South Wales Tenements

The tenure in respect of which the Company through its wholly owned subsidiary Element Minerals Australia Pty Ltd has been granted options to acquire beneficial ownership, consists of the Exploration Licences for minerals in New South Wales (New South Wales Exploration Licences): EL 6918, EL 7066 and EL 7067.

Rights and duties under the New South Wales Exploration Licences

Mining and exploration in New South Wales is regulated under the Mining Act 1992 and accompanying Regulations.

Pursuant to this act, an exploration licence is a title granted by the New South Wales government to individuals and companies who wish to explore for minerals. Applicants for an exploration licence must demonstrate to the Department of Primary Industries that they have the financial and technical resources to carry out an exploration program.

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Licence holders are required to spend a specified amount of money on exploration.

An exploration licence does not permit mining nor does it automatically follow that a licence holder will be permitted to mine in the future even if a discovery is made.

Renewals of Exploration Licences

Exploration licences are granted for a term normally of 2 years. A renewal application may be lodged in the period 1 to 2 months prior to expiry of the licence and is normally for no more than 50% of the area as currently held and in no more than 5 separate parts. An application for renewal of an area greater than 50% of the area as held may be considered where the holder can demonstrate that special circumstances exist which warrant consideration of a renewal for an area greater than 50%. Examples cited by the department include where there has been an inability to obtain access, the exploration program has shown that mineralisation extends over a larger area or there is work in hand that is incomplete.

Renewal is normally for an additional 2 years. Further renewals can be applied for as required. The holder of an Exploration Licence has the exclusive right to apply for Mining Leases over land within its licence during the term of the authority for the minerals held under that licence.

The application for a mining lease is subsequently considered on its merits and the grant of a lease is not an automatic entitlement.

Renewal of EL 6918 was due on 22 October 2009 and the holder has applied for renewal. We are not aware of any reason why renewal will not be granted.

Renewals of EL 7066 and EL 7067 are due on 5 February 2010 and we are instructed that the Company intends to apply for renewal of these tenements by 5 January 2010.

Statutory Expenditure and Work Programs

Pursuant to the Mining Act 1992, a minimum amount of money must be expended by the holder of the tenements annually in order to keep them in good standing. We are instructed that there are some statutory payments that have not been made in respect of the New South Wales Exploration Licences and that the holder has applied for renewal of EL 6918 and the Company will apply for renewal of the whole of EL 7066 and 7067 on the basis of special circumstances, notably that the global financial crises has prevented access to funding required to met the minimum expenditure requirements and that no relinquishment should therefore occur.

While the holder advises that the current practice of the relevant authority is to grant such applications and permit underpayment of minimum statutory expenditure, we cannot determine whether renewal will be granted or whether, if renewal is granted, there will not be relinquishment of parts of these tenements.

Native Title

Recognition of Native Title:

The Native Title Act 1993 (Cth) (CNTA), which came into effect on 1 January 1994, was enacted in response to the common law recognition of native title. Among other things, the CNTA:

(a) Provides a procedure for the recognition of native title claims in the Federal Court;

(b) Provides for the validation of past acts and intermediate period acts - invalidated because of the existence of native title;

(c) Establishes ways in which future acts affecting native title may proceed, and to set standards for those dealings; and

(d) Specifies the procedure for the grant of mining tenements which may affect native title rights.

Persons claiming to hold native title anywhere in Australia may lodge an application for determination of native title (being a native title claim) with the Federal Court. Applications which are lodged with the Federal Court will be referred to the National Native Title Tribunal (NNTT) for the purposes of registration of the claim. If the Native Title Registrar is satisfied that a claim meets the registration requirements set out in the Commonwealth Act (Registration Test) it will be entered on the Register of Native Title Claims maintained by the NNTT (Register). Claimants of registered claims are afforded certain procedural rights under the Commonwealth Act including the right to negotiate .

Claims which fail to meet the Registration Test are recorded on the Schedule of Applications Received maintained by the NNTT. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test. Claims which are deregistered will lose the right to negotiate from the date of deregistration but will still remain on foot in the Federal Court until such time as they are determined by the Court.

Validation of past acts and procedures for future acts

The CNTA enables a state parliament to validate mining tenements granted prior to the recognition of native title (such grants being classified as either past acts or intermediate period acts) which would otherwise be invalid because of the existence of native title.

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Past acts and intermediate past acts

Mining tenements granted by state governments before 1 January 1994 are past acts and those between 1 January 1994 and 23 December 1996, are intermediate period past acts. Queensland and New South Wales have validated the grant of mining tenements that are past acts and intermediate period past acts.

The effect of validation on mining permits and native title depends on the category of grant involved. Grant of freehold estates, for example, which form the background title to many mining permits, extinguishes native title for all purposes. Grants of Mining Leases (unless on freehold tenure) are category C past acts, the validation of which does not extinguish native title, but which suspends its operation for the duration of the permit, provided certain statutory requirements, such as notification and payment of compensation in certain instances, are met. This is called the non-extinguishment principle.

Pursuant to the CNTA, the practical impact of native title on permits that are past acts or intermediate period past acts, is minimal.

Future Acts

Future acts essentially include permits granted on or after 23 December 1996. Mining tenements granted since this date which affect native title rights will be valid if future act procedures have been followed by the relevant parties. Future acts, such as the grant of a Mining Lease, are only permitted under the CNTA if the procedures set out in the CNTA were followed, namely:

(a) following the right to negotiate process; or

(b) the future acts are pursuant to an Indigenous Land Use Agreement (ILUA);

(c) the future acts relate to the exercise of a pre-existing right or the renewal of an existing interest (eg, renewal of a validated mining lease); and

(d) the future acts are 'low impact future acts' (the grant of certain exploration licences and permits).

Queensland and New South Wales Legislation

The CNTA is given effect in Queensland under the Native Title (Queensland) Act 1993 (QNTA) and in New South Wales, CNTA is given effect under the Native Title (NSW) Act 1994 (NSWNTA).

These state acts respectively implement the CNTA and provide a state legislative regime for negotiating with native title parties before the state grants any mining tenement on land over which native title claims have not been extinguished. This is achieved within this framework by providing native title holders and claimants with rights to pursuant to the right to negotiate process, in relation to future acts.

The QNTA provides for the validation of past and intermediate period past acts before 23 December 1996, which includes the grant of Mining Leases and renewal of those Mining Leases. Mining Leases fall into a category of past or intermediate past act, namely Category C, in respect of which validation does not extinguish native title, but to which the non-extinguishment principle applies, meaning the rights granted by the Mining Lease prevail over native title rights but do not extinguish them.

Pursuant to the NSWNTA, Exploration Licences granted on or after 23 December 1996 are affected by native title rights and permits will only be valid if the CNTA is complied with during the grant process.

The state authorities will generally assume that the grant or renewal of Exploration Licences will affect potential native title land and therefore the requirements of the NSWNTA must be satisfied in every case.

Applications for grant or renewal of Exploration Licence are therefore generally dealt with in one of two ways, depending on the wishes of the applicant:

(a) a title including the “Minister's consent condition” will be granted or renewed, with the right to negotiate process postponed from the date of grant (or renewal) of title until the time the miner actually wants to explore an area that may be subject to native title, at which time the Minister will initiate the right to negotiate process for that area; or

(b) a title free of the Minister's consent condition will be granted after the right to negotiate process has been pursued; if this process results in there being any native title claims over the proposed title area, the application will have the choice of either:

(i) excluding the area of the native title claims from the exploration title (in which case negotiations with the native title parties will not be necessary), or

(ii) negotiating agreements with the native title parties and the Government to allow the inclusion of the claimed areas in the title.

Native Title Status of the Queensland Tenements

The Queensland Tenements ML 2512, ML 2761, ML 2762 and ML 7506 were granted before 23 December 1996 and fall into a category of validated past act, in respect of which validation that has occurred under the QNTA does not extinguish native title, but to which non-extinguishment principle applies. This means that the rights granted by the Mining Leases prevail over native title rights, but do not extinguish them.

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Any native title rights that exist or are granted over the land covered by the Mining Leases are subject to the rights granted in respect of the Mining Leases and will revive upon termination or expiry of the Mining Leases.

The renewal of the Mining Leases will, for the purposes of Native Title, be treated in the same manner as the original grants.

There are registered ILUAs covering portions of the tenements, but the holder of the Mining Leases and the Company, will not be bound by them as they are not parties to it.

Native Title Status of Tenements – New South Wales

Native title is wholly extinguished in respect of land the subject of freehold, public works or other previous “exclusive possession” acts. We have not researched the underlying land tenure in respect of the Authorities in order to determine the extent of extinguishment for the purposes of this report.

As at the date of this report, our search of the NNTT register indicated that there are no registered native title claims (granted or under application) over the tenements. Claims may be lodged in future however, in which case the procedures set out in the NSWNTA will apply.

Environmental Authorities

Environmental aspects of the mining industry in Queensland are regulated by the Environmental Protection Authority pursuant to the provisions of the Environmental Protection Act 1994 (Qld) (EP Act). This Act provides for the issuing of environmental authorities for mining and related activities.

The EP Act classifies mining activities as either type 1 or type 2, the former being low impact exploration activities and each requiring an environmental authority for mining activities under the EP Act. Each of the Queensland Mining Leases has a corresponding type 2 Environmental Authority on issue, authorising the activities contemplated in the grants of the Mining Leases.

In New South Wales, environmental aspects of the mining industry are regulated by the Mining Act 1992 (NSW). No environmental or similar authority is required under the Mining Act for the type of low impact exploration activity permitted in the New South Wales Exploration Licences. Should the Company wish to carry out more invasive exploration activities or apply for mining leases, the Company will (if it exercise the relevant options) have to prepare and file a Surface Disturbance Notice and in the case of mining activity, an Environmental Impact Assessment, in accordance with the Mining Act.

Access Rights

In respect of the New South Wales Exploration Licences and the Queensland Mining Leases, access to the tenements is not prevented by any national parks or other known impediments. To the extent that the Company cannot gain access to the tenements without crossing land owned or occupied by third parties, the Company will be required to give certain notices and enter into access and compensation agreements with landowners or occupiers over whose land the Company must pass to gain access to the tenements. If agreements cannot be reached, state mining legislation provides for adjudication and setting of compensation payable by the Company to the landowners or occupiers.

Aboriginal Heritage

The Tenements may be located on land which is subject to protection due to Aboriginal heritage. The principle laws which may apply to the Tenements to protect any Aboriginal heritage are the National Parks and Wildlife Act 1974 (NSW) and the Heritage Act 1977 (NSW) and the Aboriginal Cultural Heritage Act 2003 (Qld).

The Acts impose a duty on any person carrying out any activity to take all reasonable and practical measures to ensure that activity does not harm any area or object of Aboriginal cultural heritage and makes it an offence to cause harm to Aboriginal cultural heritage without first obtaining the consent of the Director-General, even when native title has been extinguished. In essence, the Acts preclude the Company from carrying out activities where they are likely to harm Aboriginal cultural heritage.

We have not undertaken any searches or investigations as to whether there is or may be any heritage sites within the area of the tenements. It is common practice for an explorer to undertake surveys of any area that may host such sites prior to carrying out any ground disturbing activity.

Qualification

In providing this report:

(a) we have assumed the information, reports and search results provided by various government agencies in Australia are accurate and correctly reflect the particulars of the Tenements to which this report relates;

(b) we cannot comment on any obligations of the Company that may arise from agreements that are not registered as a dealing, encumbrance or otherwise noted on the searches we have conducted;

(c) the holding of the Tenements is subject to compliance with the terms and conditions and the provisions of the relevant state legislation under which they were granted;

(d) we have assumed the accuracy and completeness of any instructions or information which we received from the Company or any of its officers, agents and representatives;

83PROSPECTUS 2009

84 PROSPECTUS 2009

(e) we have relied on the Company's instructions that the contracts disclosed are the only contracts or arrangements relating to the Tenements to which it is a party or of which it is aware;

(f) where compliance with the requirements necessary to maintain a Tenement in good standing is not disclosed on the face of the searches referred to in this report, we express no opinion on such compliance;

(g) references in the Schedule to any area of land are taken from details shown on searches obtained from the public reports we obtained and it is not possible to verify the accuracy of those areas without conducting a survey;

(h) where Ministerial consent to any agreement or dealing is or will be sought, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we have no reason to believe that any application for consent will be refused;

(i) all information contained in the notes to the Schedule has been extracted from the Searches.

We are satisfied the Tenements are valid and are in good standing in accordance with the details of each Tenement provided in this report and the Schedule.

Use of Report

This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior written consent.

Consents

Hemming+Hart consent to being named in this Prospectus as being responsible for the preparation of this report. Hemming+Hart have given, and have not before the lodgement of the Prospectus, withdrawn their consent to the issue of this Prospectus with the inclusion of this report.

Except for this report (including any document forming part of it) Hemming+Hart:

(a) have not in any way authorised or cause the issue of this Prospectus;

(b) are not responsible for any matter included in or omitted from this Prospectus;

(c) make no representation or warranties (either express or implied) with respect to the completeness or accuracy of the information contained in this Prospectus; and

(d) disclaim liability to any person in respect of any statement included in or omitted from this Prospectus.

Disclosure of interest

Hemming+Hart will be paid fees for the preparation of this report and related matters. Other than in respect of those professional fees, Hemming +Hart and its partners have no interest in the promotion of the Company.

Tenement Schedule

See Annexure A to this report.

Yours faithfullyHEMMING+HART

Rick AnthonPartner

85PROSPECTUS 2009

Annexure A

Tenement Schedule

No. Tenement Status Holder Shares Grant date Expiry date Dealings / Encumbrances

Native Title

QLD ML 2512 Granted Forte Energy NL 100% 16/12/1973 31/12/2010 Final rental notice (completed)

Registered claims and ILUA’s recorded









NSW EL 6918 Current Kokong Holdings Pty Ltd

100% 22/10/2007 22/10/2009 Renewal (pending)

Nil recorded


100% 05/02/2008 05/02/2010 Nil Nil recorded


100% 05/02/2008 05/02/2010 Nil Nil recorded

Notes

1. Notes to ML 2512

(a) Name of Project: Rita Margaret

(b) Methods / Purpose: Gold, copper ore, platinum, silica/silicon/rock crystal

(c) Location: Mount Isa district (not specified)

(d) Total area: 4.05 Ha

(e) Previous application/ID: ML6253CLON

2. Notes on ML 2761

(a) Name of Project: This Time Maybe

(b) Methods / Purpose: Gold, cobalt ore, copper ore

(c) Location: 35.4km north-west of Cloncurry



86 PROSPECTUS 2009

3. Notes on ML 2762

(a) Name of Project: Federal

(b) Methods / Purpose: Gold, cobalt ore, copper ore

(c) Location: 35.4km north-west of Cloncurry



4. Notes on ML 7506

(a) Name of Project: Millenium 1

(b) Methods / Purpose: Silver ore, gold, cobalt ore, copper ore, pyrite

(c) Location: Corella Park Station on Cloncurry Mt Isa Road, 36 kms from Cloncurry Qamby Road

(d) Total area: 50 Ha


5. Notes on ML 7507

(a) Name of Project: Millenium 2

(b) Methods / Purpose: Silver ore, gold, cobalt ore, copper ore, pyrite

(c) Location: Corella Station on Old Mt Isa Cloncurry Road, 36 kms from Cloncurry Quamby Road



6. Notes on EL 6918

(a) Name of Project: Not stated

(b) Security required: $10,000

(c) Security held: $10,000 paid by cheque

(d) Expenditure: $70,000

(e) Methods Purpose: Nil methods excluded

(f) Location: 5.08km north-east of Uralla

(g) Total area: 100 units

(h) Previous application: ELA 3213

(i) File no: Z07-0316

(j) Agent: Brian Roach

(k) An application for renewal of this Tenement has been filed

7. Notes on EL 7066






(f) Location: 52.33km east of Armidale


(h) Previous application: ELA 3356

(i) File no: T07-0496

(j) Agent: Nil

8. Notes on EL 7067






(f) Location: 53.64km west/south-west of Grafton


Previous application: ELA 3357

File no: T07-0497

Agent: Nil

ADDITIONAL INFORMATION

10.1 An overview of Argentinean Foreign Investment and Mining Law

The following information is included primarily to assist investors to better understand the investment and regulatory climate in Argentina, insofar as it relates to Elementos' activities.

Background

The population of Argentina is over 36 million, predominantly of Spanish and Italian descent. The country is over 207 million square kilometres in area.

Argentina is considered to be highly prospective for minerals, but its mineral exploration and development industry lags well behind its neighbour, Chile. Traditionally, mining has played only a minor role in the country's general economy, but in recent years, with more favourable mining and foreign investment laws, exploration and mining activity has increased markedly and there are several major projects in operation.

Major and junior mining companies, principally from Canada and Australia, are now established and working in Argentina. The Directors of Elementos consider that there are still great opportunities for profitable investment in the Argentine mining sector, and since several of the Directors and employees have been involved in Argentina since 2001, the in-house knowledge accumulated over the years assists the Company to identify such highly prospective opportunities.

Foreign Investment

In 1993, far-reaching changes to Argentina's foreign investment laws were enacted by the Foreign Investment Act. The principal effect of these changes was to remove all restraints on foreign investment, to ensure a freely convertible currency, and permit the repatriation of capital and the remitting profits without restriction. Foreign investment may be undertaken in Argentina by 100% foreign owned companies without prior approval or registration requirements. There are no taxes on equity transactions and a 30% flat tax applies to the taxable income of Argentine and foreign corporations. Further, amortization on major equipment, civil works, infrastructure, and so on for mining projects, is permitted to 60% in the first year, and 20% each in the subsequent two years. Vehicles and other equipment not covered above may be amortized equally over three years. Imports are duty free, provided they are retained within the minerals industry.

Investment in the Mining Industry

Argentina's Mining Investment Law establishes an investment regime which may be utilised by entities undertaking mining activities. The objective of the Mining Investment Law is to provide a guarantee of fiscal stability, as well as various duty and tax exemptions to mining industry participants. A key feature of the regime is the guarantee of project fiscal stability for a period of thirty years from the date of filing of the relevant feasibility study, with the legislation guaranteeing that the total fiscal burden on a mining company participating in the regime may not be the subject of new or increased taxes to those already applicable to it for a period of up to 30 years. The stability also extends,

subject to certain conditions, to the exchange and tariff systems. Participants may also be eligible for 100% double taxation deductions for the expenses of prospecting and exploration activities, accelerated depreciation, exemption of certain profits from taxation, import duty exemptions and a 3% cap on Provincial royalties.

Mining Exploration and Development Regulation

Argentina is a federal nation and until 1993, Argentina's mineral resources were administered in a decentralised manner between its 23 Provinces. However, in the mid 1990's, the Provinces entered into an agreement with the Federal Government to standardize mining policies and procedures concerning the application for, and registration of, mineral rights.

Each province has its own specific procedural powers within the confines of the Federal Law, which may impact favourably or unfavourably on mining operations within those provinces. Elementos is presently operating on tenements within the San Juan Province, which is considered “pro-mining” and does not have any undue impediment to the development of mineral resources. The Argentinean Government is currently involved in a programme of standardising industry regulation across the Provinces.

Argentina's Mining Code establishes the general regime for the grant of rights to minerals through Government concession. Concessions granted under the Mining Code have the following general characteristics:-

! They are valid only if established in accordance with the Mining Code.

! A grant of a concession may attract an obligation for landowner compensation, but landowners do not have any veto rights over the grant of the concession or activities conducted on the concession.

! No consideration is payable to the State for a grant.

! Concessions are fully transferable.

! Concessions can be mortgaged.

! Concessions will be subject to environmental management conditions.

! Concessions are subject to a royalty.

! Concessions are liable to forfeiture either by the State, or upon application of other parties, if work and other covenants are not met.

Concessions give the holder the right to extract and sell specified minerals subject to an approved plan of operations (e.g. dealing with mining safety, environmental and other matters) and subject to the royalty payable to the Provincial Government.

The principal type of exploration concession, the Concesion de exploracion y Cateo, is granted for an approximate 3 year term and places a relatively small number of obligations on the grantee. There are no standard statutory expenditure requirements imposed on a grant, but a grantee will need to provide a work program of proposed exploration activity as part of the process of applying for the grant of a

87PROSPECTUS 2009

10

concession. This concessions are a form of tenure that equate” to“Exploration Permits” or “Exploration Licences” in Australia. These concessions (or portions thereof) in turn can, if a mineral deposit is discovered, be converted on application by the grantee, into tenements which allow mining, usually referred to as a Mina.

The following is a summary of the more important rights and liabilities attaching to the Shares as detailed in the Company's Constitution and their terms of issue. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Shares. A copy of the Company's Constitution is lodged with ASIC and may be obtained from or inspected at an office of ASIC or the Company's registered office during business hours.

Share Capital

All issued Shares rank equally in all respects.

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, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the contributing ordinary share. Where there is an equality of votes, the chairperson does not have a casting vote.

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 may from time to time determine to distribute by way of dividend, are divisible among the Shareholders in proportion to the Shares held by them respectively, according to the amount paid up (not credited) as paid up on them.

Rights on Winding-Up

Subject to the rights of holders of shares with special rights in a winding-up (at present there are none), on a winding-up of the Company, all assets which may be legally distributed amongst the members will be distributed in proportion to the Shares held by them respectively, according to the amount paid up or credited as paid up on the Share.

Transfer of Shares

Shares may be transferred by instrument in any form which complies with the Company's constitution, the Corporations Act, ASX Listing Rules and ASTC Settlement Rules.

Shares may be transferred in accordance with ASX Listing Rules and the ASTC Settlement Rules. The Directors may refuse to register a transfer of Shares only in those circumstances permitted by the Company's constitution, ASX Listing Rules and ASTC Settlement Rules.

Calls on Shares

Where Shares are issued as partly paid, the Directors 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

10.2 Rights and Liabilities attaching to Shares

instalment of a call, then subject to the Corporations Act and ASX 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 ASX Listing Rules or proceedings taken to recover the amount unpaid.

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, ASX Listing Rules or the Corporations Act, the Directors 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.

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.

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 ASX Listing Rules.

Director Options

Director Options have been issued to Mr Corey Nolan, Mr Neil Stuart and Mr A. Anthony McLellan, or their nominees, on the following terms and conditions:

Conditional on Quotation:

The Director Options are granted on the condition that the Company is admitted to the Official List of and the Company's Shares are Quoted on ASX before the Vesting Date.

Issue Consideration

Director Options will be issued free of consideration.

Shares issued on exercise

Each Director Option entitles the holder to subscribe for one new Share upon exercise of the Director Option and payment of the Exercise Price. Shares issued on exercise of the Director Options will rank pari - passu with all existing Shares of the Company on the date of issue.

Exercise price

The exercise price of the Director Options is $0.25 (25 cents) per Option.

Transferability

Subject to the Corporations Act, the ASX Listing Rules (if appropriate at the time) and the Constitution of the Company, Director Options are not transferable.

10.3 Terms and Conditions of Options

88 PROSPECTUS 2009

No Quotation

The Director Options will not be Quoted on ASX.

Option Period

The Director Options expire if not exercised before 23 October 2015.

Vesting Date:

The Director Options will only vest and be capable of exercise:

(a) For 2,750,000 of the Director Options – if the Company's Share price on ASX reaches $0.30 during the Option Period; and

(b) For the remaining 2,750,000 of the Director Options – if the Company's Share price on ASX reaches $0.35 during the Option Period.

New Issues

The holder will be permitted to participate in new issues of securities of the Company only on the prior exercise of the Director Options.

Reconstructions

In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Director Options, the exercise price of the Director Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the options which are not conferred on shareholders.

Changes to Terms

The terms of the Director Options will only be changed if holders (whose votes are not to be disregarded because of interest in the vote) of Shares approve of such a change. However, the terms of the Director Options cannot be changed to reduce the exercise price, increase the number of Director Options or change any period for exercise of the Director Options.

Forfeiture

The holder of Director Options will forfeit them if:

(a) the holder ceases to hold office as a director of the Company and does not exercise the Director Options within the shorter of the 6 months following his ceasing to hold office as director and the expiry date of the Director Options, subject to the Vesting Date occurring during that Period; and

(b) The holder ceases to hold office as a director of the Company during the Option Period because of:

(i) being convicted of any breach of a criminal provision of the Corporations Act;

(ii) being convicted of any other criminal office; or

(iii) committing a material breach of his employment or consultancy agreement (as the case may be) with the Company.

Martin Place Options

Martin Place Securities is entitled to be issued 1,500,000 options (MPS Options) on the following terms and conditions:

Conditional on Quotation

The MPS Options will be issued if the Offer proceeds and the Company is admitted to the Official List of and the Company's shares are Quoted on, ASX, as stipulated in this Prospectus.

Issue Consideration

The MPS Options will be issued as consideration for services to be rendered by Martin Place Securities pursuant to the Underwriting Agreement.

Shares issued on exercise

Each MPS Option entitles Martin Place Securities to subscribe for one Share upon exercise of each MPS Option and payment of the Exercise Price. Shares issued on exercise of the MPS Options will rank pari - passu with all existing ordinary shares of the Company from the date of issue.

Exercise price

The exercise price of the MPS Options is $0.30 per MPS Option.

Transferability

Subject to the Corporations Act, the ASX Listing Rules (if appropriate at the time) and the Constitution of the Company, the MPS Options are transferable.

No Quotation

The MPS Options will not be Quoted on ASX.

Option Period

The MPS Options expire if not exercised by the later of: 31 December 2011 or two (2) years after any ASX restriction on the MPS Options ends.

Vesting Date:

The MPS Options will vest upon issue.

New Issues

Martin Place Securities will be permitted to participate in new issues of securities of the Company only on the prior exercise of the MPS Options.

Reconstructions

In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of MPS Options, the exercise price of the MPS Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the MPS Options which are not conferred on Shareholders.

89PROSPECTUS 2009

Changes to Terms

The terms of the MPS Options will only be changed if holders (whose votes are not to be disregarded because of interest in the vote) of Shares approve of such a change. However, the terms of the MPS Options cannot be changed to reduce the exercise price, increase the number of MPS Options or change any period for exercise of the MPS options.

Employee Share Option Plan

The Company's Shareholders have approved, but no options have been issued pursuant to, an Employee Share Option Plan.

90 PROSPECTUS 2009

10.4 Material Contracts

The Board considers that certain agreements relating to the Company are significant to the Offer, the operations of the Company or may be relevant to investors. A description of material contracts or arrangements, together with a summary of the agreements is set out below.

The Company has entered into the following material contracts:

(a) The Umbrella Agreement;

(b) The Tenement option agreements;

(c) The Lead Manager Agreement;

(d) The Underwriting Agreement;

(e) Deed of Access and Indemnity; and

(f) The Managing Director Employment Agreement.

The Umbrella Agreement:

This agreement between the Company and its subsidiaries and Orocobre and its subsidiaries provides for:

(a) cooperation between Orocobre, the Company and their respective subsidiaries in the preparation of this Prospectus and the doing of things necessary to bring about the Offer; and

(b) Payment by the Company to Orocobre as follows:

(i) 1,000,000 Shares in Elementos to Orocobre, as consideration for the transfer of the Santo Domingo project to and arranging for the Company to be able to enter into the option agreements relating to Manantiales, the Millenium Project and its New South Wales projects;

(ii) $1,000,000 Shares and $250,000 in cash to reimburse Orocobre for expenses and costs incurred in relation to the Offer and related matters.

Tenement Acquisition Agreements

Millennium

Element Minerals Australia Pty Ltd (Element), a wholly owned subsidiary of the Company and Forte Energy Limited, have entered into an agreement under which Element has been granted an option to acquire all of the following Queensland Mining Leases: ML 2512, ML 2761, ML 2762, ML 7506 and ML 7507.

As consideration under the option agreement, the Company has paid Forte Energy Limited $20,000 and Element has 6 months from 7 August 2009 to exercise the option, which is extendable by another 6 months upon payment by the Company to Forte Energy of an additional $20,000.

During the option period, the Company has the right to explore the Tenements, must keep the Tenements in good standing including paying all amounts required under the relevant grants and must rehabilitate any all environmental disturbance caused by its exploration activities.

Upon exercise of the option, Element will acquire these Mining Leases for a purchase price of $180,000 (or $160,000 if the option was extended and the additional $20,000 paid), payable in cash or Shares, at the election of the Company.

Forte Energy has given warranties as to its title to the Tenements and their being in good standing.

Northern New South Wales

Element has entered into 3 option agreements with Kokong Holdings Pty Ltd and Mr Brian Roach jointly, each giving Element a discrete, 36 month option to acquire the following New South Wales Exploration Licences: EL 6918, EL 7066 and EL 7067, on the terms set out below.

In respect of each Exploration Licence Element acquires pursuant to the options, the Company has also agreed to pay a 1.5% Net Smelter Return Royalty on the annual production of the relevant Tenement, commencing 6 months of the end of each anniversary of the start of production from the Tenement.

EL 6918

Option fee/obligations

Pursuant to this option agreement, Element must:

(a) reimburse Mr Roach's prior exploration costs up to $5,000;

(b) meet the minimum expenditure and reporting requirements imposed under the relevant grant, as and when they fall due during the option period;

(c) pay $5,000 within 7 days of execution of the agreement;

(d) pay $10,000 within 12 months of execution of the agreement, unless the Company has exercised the option;

(e) pay $25,000 within 24 months of execution of theagreement, unless the Company has exercised the option; and

(f) rehabilitate any all environmental disturbance caused by its exploration, if it does not exercise the option.

Exercise of Option:

Upon exercise of the option, the Element will purchase the tenement for $350,000 cash.

EL 7066



(a) reimburse Mr Roach's prior exploration costs up to $5,000;




(e) pay $15,000 within 24 months of execution of theagreement, unless the Company has exercised the option; and


Exercise of Option:

Upon exercise of the option, the Element will purchase the tenement for $150,000 cash.

91PROSPECTUS 2009

EL 7067



(a) reimburse Mr Roach's prior exploration costs up to $5,000; and




(e) pay $20,000 within 24 months of execution of the agreement, unless the Company has exercised the option; and


Exercise of Option:

Upon exercise of the option, Element will purchase the tenement for $350,000 cash.

Santo Domingo

The Company's wholly owned Argentine subsidiary, Elementos Sociedad Anonima (Elementos SA) and Rolando Gramage, have entered into an agreement (by assignment of rights previously held by Orocobre) under which Elementos SA has been granted an option to acquire all of the following Cateos comprising the Santo Domingo Project: Cateos: 414-765-R-04, 414-13-R-05, 414-1336-R-05, 1124-0144-G-06, 1124-0367-G-06, 1124-0368-G-06 and 1124-0385-G-06.

The option period granted to Orocobre was 52 months, and having been assigned to Elementos SA, will run until 17 October 2011.

As consideration under the option agreement, Orocobre agreed to pay Mr Gramage US$10,000 upon execution of the option and payments every 6 months thereafter, commencing at US$10,000 and increasing to US$35,000. To date, Orocobre has paid Mr Gramage US$20,000 under this agreement.

Elementos SA, by obtaining assignment of Orocobre's option rights, will now be liable for the future option payments.

Payments due by the Company (through Elementos SA) in future to Mr Gramage are therefore:

! US$ 30,000 on 19 October 2009;

! US$ 30,000 on 19 April 2010;

! US$ 35,000 on 18 October 2010; and

! US$ 35,000 on 18 April 18th 2011.

The Company must also, during the option period, meet the prescribed minimum statutory expenditure on the tenement, being US$3,600 per annum and must rehabilitate any environmental disturbance caused by its exploration activities

Upon exercise of the option, the Company will acquire the tenement and must pay Mr Gramage US$ 530,000.

Manantiales

Elementos SA and Manantiales S.A. (an Argentinean corporation) have entered into an agreement under which Elementos SA has been granted a 48 month option to acquire all of the following tenements comprising the Manantiales Project:

(a) Manifestaciones de descubrimiento or MDs (Discovery Statements): Manantial 3 File 520-120-M-97, Manantial 4 File 520-121-M-97, Manantial 5 File 520-122-M-97; and

(b) Cateos: 414-765-R-04, 414-13-R-05, 414-1336-R-05, 1124-0144-G-06, 1124-0367-G-06, 1124-0368-G-06 and 1124-0385-G-06.

The option period will run until 23 September 2013.

As consideration under the option agreement, Elementos SA agreed to pay Manantiales SA:

! US$ 35,000 on execution of the option;

! US$ 25,000 on 23 March 2010, unless the Company has exercised the option;

! US$ 30,000 on 23 September 2010, unless the Company has exercised the option;


! US$ 40,000 on 23 September 2011, unless the Company has exercised the option;


! US$ 50,000 on 23 September 2012, unless the Company has exercised the option; and

! US$ 75,000 on 23 March 2013, unless the Company has exercised the option.

Upon exercise of the option, the Company will acquire the tenement and must pay Manantiales SA, US$ 1,300,000.

During the option period, the Company has the right to explore the Tenements, must keep the Tenement in good standing including by paying the minimum expenditure prescribed under the relevant grants, being US$ 20,000 per annum and must rehabilitate any all environmental disturbance caused by its exploration activities.If the Company acquires the tenement and commences commercial production from the tenement, a net smelter royalty return of 1% of production is payable. The Company may buy this royalty right at any time at a consideration of US$ 1,000,000. The agreement also provides for a net production royalty at US$ 4 per troy ounce for the first 450,000 ounces of gold product and reducing to US$ 3 per troy ounce once that quantity of production is exceeded.

Underwriting Agreement

On 6 November 2009, the Company and Martin Place Securities (Underwriter) entered into an underwriting agreement (Underwriting Agreement), pursuant to which the Underwriter has agreed to underwrite the Minimum Subscription, namely the issue of the first 25 million Shares at an issue price of $0.25 per Share (Underwritten Shares) to raise a minimum sum of $8.25 million ("Underwritten Amount").

The Underwriter will be paid a management fee of 1.5 million MPS Options, a management fee of 1% of all funds raised, an underwriting commission of 5% of the Underwritten Amount and a placement fee of 5% on funds raised above the Underwritten Amount. The Underwriter will also be reimbursed for all agreed direct costs and reasonable expenses associated with the underwriting.

92 PROSPECTUS 2009

The Underwriter may terminate the Underwriting Agreement immediately if any one or more of the following events occurs, and in the Underwriter's opinion, the event has or could have a materially adverse effect on the success of the Offer:

(a) the All Ordinaries Index Number or the Dow Jones Industrial Average is at any time more than 10.0% below its level as at the close of business on the business day immediately preceding the date of the Underwriting Agreement;

(b) a material new circumstance has arisen since the Prospectus was lodged that would in the reasonable opinion of the Underwriter have been required by sections 710 or 711 of the Corporations Act to be included in the Prospectus if it had arisen before the Prospectus was lodged;

(c) the Company makes default under or is in breach of any of its material obligations under the Underwriting Agreement and following consultation between the Company and the Underwriter, that failure is not remedied within five business days afterwards;

(d) any warranty or representation by the Company in the Underwriting Agreement ceases to be true in any material respect and, following consultation between the Company and the Underwriter, the matters rendering the warranty untrue are not remedied within five business days afterwards;

(e) any material adverse change occurs in the financial position of the Company or any subsidiary;

(f) any director or officer of the Company named in the Prospectus dies or is charged with or convicted of an indictable offence;

(g) any material statement in the Prospectus is found to be or becomes misleading or deceptive or there is found to be a material omission from the Prospectus of material required by sections 710 or 711 of the Corporations Act;

(h) the adoption or announcement by or on the authority of the government of the Commonwealth of Australia of:

(i) any future change in fiscal or monetary or taxation policy which would materially and adversely affect companies generally or the Company in particular or investment in stocks and shares in Australia including but not limited to any change which is likely to materially and adversely affect interest rates (to a degree of a change of 1% or more in Reserve Bank interest rates) not already announced or anticipated as at the date of the Underwriting Agreement; or

(ii) any law or prospective law or other measure having the effect of restraining capital issues, corporate profits or foreign investment, and

which, in either case, would materially and adversely affect the issue;

(i) any person who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;

(j) any information supplied at any time by the Company (or any person on its behalf) to the Underwriter in respect of any aspect of the Offer is or becomes false or misleading;

(k) any of the results of investigations of the Company or of any subsidiary conducted pursuant to the Company's due diligence program and verification material is or becomes false or misleading;

(l) any material contravention by the Company or an officer of any of them of any provision of the Corporations Act, or the ASX Listing Rules or any requirement of ASX or the ASIC or any governmental agency;

(m) a resolution is passed or an order made by a court of competent jurisdiction for the winding up of the Company or any subsidiary, other than an order for the purpose of reconstruction or amalgamation made with the prior consent of the Underwriter;

(n) a receiver or receiver and manager is appointed to all or any part of the assets or undertaking of the Company or any subsidiary;

(o) the Company or any subsidiary enters into any scheme of arrangement with its creditors or any class of them or indicates its intentions to do so;

(p) the Company or any subsidiary suspends payments of its debts or is unable to pay its debts within the meaning of the Corporations Act;

(q) the Company or any subsidiary is placed under official management or an official manager is appointed;

(r) a liquidator or provisional liquidator is appointed to the Company or any subsidiary;

(s) an inspector is appointed pursuant to the Corporations Act to investigate all or any part of the affairs of the Company or any subsidiary;

(t) there is an outbreak of hostilities (whether or not war has been declared) not presently existing or a major escalation in existing hostilities occurs involving any one or more of the Commonwealth of Australia, the United Kingdom, the United States of America, European Union, the Peoples Republic of China, Taiwan, Japan, Indonesia;

93PROSPECTUS 2009

(u) the Company or any party having power to do so appoints a voluntary administrator to the Company or any subsidiary or any part of the business or asset of the Company becomes subject to any form of administration;

(v) any waiver or exemption to the ASX Listing Rules granted by ASX being illegal, improper or ultra vires ASX power to grant such waiver or exemption; or

(w) on or before four business days after the Closing Date, the Company fails to deliver to the Underwriter a duly signed certificate certifying that, to the best of the knowledge, information and belief of the Company:

(i) no event set out above has occurred;

(ii) the Company has complied with all obligations on its part to be performed in respect of the Offer, under the U n d e r w r i t i n g A g re e m e n t , t h e Corporations Act and the ASX Listing Rules;

(iii) the Company is not otherwise in breach of any provisions of the Underwriting Agreement;

(iv) the Company is not aware of nor has it received any notice of any breach of any term of any material contract referred to in the Prospectus;

(v) the Company is not aware of nor has it received any notice or demand from any government statutory or regulatory authority, or a party to any contract or claim which could adversely affect the rights of the Company in relation to any mining right, lease or tenement or any

application made for any mining right, lease or tenement; and

(vi) that all mining, exploration or prospecting rights, leases and tenements referred to in the Prospectus are current and all conditions attached thereto and payments due on them have been satisfied.

The Company has agreed to accept full responsibility and assume all liability in relation to the Offer, the form and content of the Prospectus, any advertising and publicity approved and authorised by the Company and any claims and proceedings that may arise out of or in connection from such matters. In addition, the Company has agreed to indemnify and keep indemnified the Underwriter in relation to, amongst other things, any breach of the Underwriting Agreement, any statement, misstatement, representation, non-disclosure, inaccuracy or misleading or deceptive material in the Prospectus, failure by the Company to rectify material omissions from the Prospectus and the failure to lodge a supplementary prospectus where necessary.

Deeds of Access, Indemnity & Insurance

The Company has entered into deeds of access, indemnity and insurance with each of the Directors, under which the Company has agreed to:

! continue to provide the Directors with access to certain relevant information after they cease to be directors;

! to the extent permitted by law, indemnify the Directors against liabilities incurred in their capacity as directors of the Company and its subsidiaries; and

! maintain certain Directors' liability insurance in respect of the Directors, both during and after the period they are directors.

Director Remuneration

Executive Remuneration

The Company's Managing Director, Mr Corey Nolan, has entered into Executive Employment Agreement with the Company. The contract provides for Mr Nolan to work full time for the Company as its Managing Director. He will be remunerated in the amount of $185,000 per annum plus statutory superannuation. Mr Nolan has also received 2,500,000 Director Options.

The Executive Employment Agreement also provides for:

! the protection of the Company's confidential information and intellectual property rights against the Managing Director; and

! the Managing Director to be restrained from carrying on, whether directly or indirectly, business in competition with the Company.

94 PROSPECTUS 2009

Johnston Rorke has prepared the Independent Accountant's Report. The Company has paid, or agreed to pay, approximately $15,000 for these services to the date of this Prospectus. Further amounts may be paid in accordance with its time-based charges.

Hemming+Hart has acted as legal adviser to the Company in relation to the Offer, has advised the Company generally in relation to its admission to the Official List and has also performed work in relation to due diligence enquiries and prepared the Australian Tenure Report. The Company has paid, or agreed to pay, approximately $90,000 for these services to the date of this Prospectus. Further amounts may be paid in accordance with its time-based charges.

Lawyers have prepared a report for the Prospectus on the status of the Company’s Argentinean tenements. The Company paid $7500 for these services to the date of this Prospectus.

Minnelex Pty Limited has acted as Independent Geologists to the Offer and has prepared the Independent Geological Report set out in Section 5 of this Prospectus. Minnelex Pty Limited will be paid an amount of $15,000 in respect of this service.

The following persons have given and have not, before the date of this Prospectus, withdrawn their consent to:

! be named in the Prospectus in the form and context in which they are named;

! the inclusion of their respective reports or statements noted next to their names and the references to those reports or statements in the form and context in which they are included in the Prospectus; and

! the inclusion of other statements in the Prospectus which are based or referable to statements made in those reports or statements, or which are based on or referable to other statements made by those persons in the form and context in which they are included:

Vargas Galindez

10.5 Consents

Name of Company Named as Reports or statements

Martin Place Securities Underwriter and Broker No

Registries Limited Share Registry No

Johnston Rorke Independent Accountant Section 7 - Independent Accountant’s Report

Hemming+Hart Legal adviser to the Offer Section 9

Vargas Galindez Lawyers Tenure Report Section 8

Minnelex Pty Ltd Independent Geologist

Report

Section 5

to the Issue

Interests of Advisers for Disclosure

Except as set out in this Prospectus, no person named in this Prospectus as performing a function in a professional , expert, advisory or other capacity in connection with the preparation or distribution of this Prospectus:

! has any interest, or has had any interest during the last two years, in the formation or promotion of the Company or in property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; and

! no amount has been paid, or agreed to be paid and no benefit has been given, or agreed to be given, to any person in connection with the services provided by the person in connection with the formation or promotion of the Company or the Offer.

Advisers' interests

Martin Place Securities has acted as Underwriter and Broker to the Offer. The Company has agreed to pay a fee of 1% of the total proceeds of the Offer for these services to the date of this Prospectus plus a 5% fee for the underwritten amount and funds raised additional to that.

Disclaimers

Each person named above as having given its consent to the inclusion of a statement or being named in the Prospectus:

! does not make, or purport to make, any statement in this Prospectus or any statement on which a statement in this Prospectus is based other than, in the case of a person referred to above as having given their consent to the inclusion of a statement or report, a statement or report included in this Prospectus with the consent of that person; and

! to the maximum extent permitted by the law, expressly disclaims and takes no responsibility for any part of this Prospectus, other than a reference to its name and, in the case of a person having given their consent to the inclusion of a statement, any statement or report which has been included in this Prospectus with the consent of that party.

Acquisitions of interests in shares in Australian companies such as the Company by foreign persons are subject to review and approval by the Treasurer of the Commonwealth of Australia under the Foreign Acquisitions and Takeovers Act 1975 (Cth). That statute applies to any acquisition of 15% of more of the shares of an Australian company or any acquisition which results in one foreign person or group of associated foreign persons controlling 15% of more of total voting power. In addition, the statute applies to any acquisition by non associated foreign persons resulting in foreign persons controlling, in the aggregate, 40% or more of total voting power or ownership. Investors to whom this may apply should consult their professional advisers to determine whether the Foreign Acquisitions and Takeovers Act 1975 (Cth) may affect their holding of shares.

The Directors of the Company or their associates will have a beneficial interest in the following Shares and Options in the Company as at the date of Quotation of the Company's Shares.

10.6 Foreign Ownership Restrictions

10.7 Interests of Directors

95PROSPECTUS 2009

Shares Director Options

A. Anthony McLellan 2,000,000

Neil Stuart 1,560,798 1,000,000

Corey Nolan 2,500,000

Other than set out above or elsewhere in this Prospectus:

! No Director or proposed Director has or has had in the two years before lodgement of this Prospectus, any interest in the promotion of, or in any property proposed to be acquired by, the Company.

! No amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid to any Director either to induce him to become, or to qualify him as a Director, or otherwise for services rendered by him in connection with the promotion or formation of the Company.

Under the Company's Constitution the total amount of remuneration paid to all Directors as director fees must not be increased unless authorised by the company in General Meeting. This does not apply to remuneration payable to any Director under any executive service contract with the Company. Directors are entitled to be reimbursed for travelling and other expenses incurred in attending meetings or in relation to the business of the Company. The Constitution of the Company provides that the Directors may be paid, as remuneration for their services, a sum determined from time to time by the Company's Shareholders in general meeting, with that sum to be divided amongst the Directors in such manner and proportion as they agree. An amount of $250,000 per annum has been approved by shareholders.

The Company has not paid any amount to entities associated with Directors in relation to professional services provided over the last two years.

The Corporations Act limits the extent to which insurance cover and/or indemnities may be provided or given to Directors in relation to claims arising out of their discharge of their duties as Directors. The Company's Constitution does not provide any additional restrictions on the provision of insurance or indemnity.

10.8 Corporate Governance

Incorporation of Corporate Governance Material

The Directors are responsible for protecting the rights and interests of the Shareholders through the implementation of sound strategies and action plans and the development of an integrated framework of controls over the Company's resources, functions and assets.

General

Initially the Company will not have formally constituted committees of the Board of Directors, other than a Remuneration Committee.

The Directors do not consider that the Company is of a sufficient size or that its affairs are of such complexity as to justify the formation of special or separate committees. The Board as a whole is able to address the governance aspects of the Company's activities and ensure that it adheres to appropriate ethical standards.

This information below outlines the main corporate governance policies which the Directors have adopted.

Composition of the Board

The Board comprises three Directors. The names, qualifications and relevant experience of each Director are set out in this Prospectus. There is no requirement for any Director's shareholding qualification.

Board policy is that the Board will constantly review and monitor its performance. As the Company's activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the Board may seek to appoint persons who, in the opinion of the Board, will provide specialist expertise required for the Board to adequately perform its role.

Board Membership

The Board acts as a nomination committee. Members of the Board have been brought together to provide a blend of qualifications, skills and national and international experience required for managing a company operating within the mining industry.

Appointment and Retirement of Directors

The Company's Constitution provides that Directors are subject to retirement by rotation, by order of length of appointment. Retiring Directors are eligible for re-election by shareholders at the annual general meeting of the Company.

Duties of Directors

Directors are expected to accept all duties and responsibilities associated with the running of a public company, to act in the best interests of the Company and to carry out their duties and responsibilities with due care and diligence.

Directors are required to take into consideration conflicts when accepting appointments to other Boards. Accordingly, Directors wishing to accept appointment to other Boards must first seek approval from the Board, approval of which will not be unreasonably withheld.

96 PROSPECTUS 2009

Independent Professional Advice

The Board has determined that individual Directors may, in appropriate circumstances, engage outside advisers at the Company's expense. The engagement of an outside adviser is subject to the prior approval of the Board, which will not be unreasonably withheld.

Compensation Arrangements and Remuneration Committee

The maximum aggregate amount payable to non-executive Directors as Directors' fees has been set at $250,000 per annum. The Constitution provides that Director's fees can only change pursuant to a resolution at a general meeting.

The Company has established a Remuneration Committee comprising two non-executive directors, with the objective of maintaining and reviewing the Company's remuneration policies and practices and reporting to the Board on such matters. An extract of the Remuneration Committee Charter is available on the Company's website www.orocobre.com.au

The Board is responsible for reviewing and negotiating the compensation arrangements of senior executives and consultants.

Audit and Risk Management Committee

The Board acts as an audit and risk management committee. The Company has adopted an Audit & Risk Management Charter setting out the composition, purpose, powers and scope of the audit and risk management committee as well as reporting requirements to the Board as a whole. An extract of this Charter is available at the Company's website, www.orocobre.com.au

Internal Management Controls

Some of the Company's key assets are located outside Australia. Control over the operations is exercised by its executive directors and exploration managers. Specific control measures have been implemented to manage the distribution of funds in Argentina in relation to activities undertaken there.

The Board also monitors the performance of outside consultants engaged from time to time to complete specific projects and tasks.

Identifying Significant Business Risks

The Board regularly monitors the operational and financial performance of the Company's activities. The Board acting as the Audit and Risk Management Committee, monitors and receives advice on areas of operation and financial risk and considers strategies for appropriate risk management. All operational and financial strategies adopted are aimed at improving the value of the Company's Shares. However, the Directors recognise that mineral exploration and evaluation is inherently risky.

ASX Corporate Governance

To further enhance ASX listed entities' disclosure of corporate governance issues, the ASX Corporate Governance Council (CGC) was established on 1 August 2002. The CGC was established for the purpose of setting an agreed set of corporate governance standards of best practice for Australian listed entities. The CGC has released its Corporate Governance Principles and Recommendations (ASX Guidelines) which will apply to the Company's financial statements upon listing on ASX. The ASX Guidelines articulate eight core

principles that CGC believes underlie good corporate governance. The ASX Guidelines provide that a listed entity's Annual Report is required to disclose its main corporate governance practices and also the extent to which the entity complies with the ASX Guidelines and where it does not, to explain why.

The information below outlines the main corporate governance policies of the Company which the directors have adopted, as well as addressing in some detail the ASX Guidelines.

Before referring to the specific principles set out in the ASX Guidelines and the steps being taken by the Company to comply with those, the following factors should be noted:

Each of the Directors dedicates considerable time and effort to the affairs of the Company. The Directors manage to do so within busy schedules for other work and business commitments and as a consequence, the principal focus of their endeavours (while operating

97PROSPECTUS 2009

ASX Guidelines Summary of Elementos position

Principle One – Lay solid foundations for management and oversight

The Company has one executive director (Corey Nolan) who is subject to a contract regulating his role with the Company, and who reports to the board through the Chairman.

Principle Two – Structure Board to Add Value

The Company has two Non-executive directors (A. Anthony McLellan and Neil Stuart both with extensive public company experience. These two Directors, although non-executive, are independent.

Principle Three – Promote Ethical and Responsible Decision Making

The Company has adopted both:

A Corporate Ethics Policy – regulating the duties of directors and their deals with the company (and Shares) both internally and externally; and

A Corporate Code of Conduct – regulating the Company’s external dealings and dealings with Shareholders.

Principle Four – Safeguard Integrity in Financial Reporting

The Board of the Company acts as the Audit & Risk Management Committee.

Principle Five – Make Timely and Balanced Disclosure

The Company has defined, under its Corporate Ethics Policy, an internal protocol for the reporting of material information to Shareholders and ASX.

Principal Six – Respect the Rights of Shareholders

The Company is committed to all Shareholders and stakeholders having equal and timely access to material information regarding the operations and results of the Company. The Company will make ASX announcements as required and make these available on its website.

The Company’s Corporate Ethics Policy and Corporate Code of Conduct sets out the behaviour required of Directors, employees and contractors as appropriate and including the observance of legal and other compliance obligations that relate to the Company’s activities from time to time.

Principle Seven – Recognise and Manage Risk

The Company has a Charter for Audit and Risk Management and the Board is responsible for overseeing the Company’s risk management and internal control framework and implementation of the processes to undertake and assess risk management and internal control compliance.

Principle Eight – Remunerate Fairly and Responsibly

The Company does not current have a formally constituted Nominations Committee. The Company Secretary, Paul Crawford, plays an integral role in monitoring the conduct of activities of the Board, as well as the dispatch of material to Board members.

A Remuneration Committee has been established which is charged with making recommendations regarding all aspects of executive and non-executive director and management remuneration packages. The Committee comprises non-executive Directors A. Anthony McLellan and Neil Stuart.

within a sound base for corporate governance) must necessarily be promotion of the Company's activities and improving shareholder value.

Whilst following successful listing, the market capitalisation of the Company will be reasonably significant, the Company does not expect to be included within the ASX 200 upon listing. Accordingly, the ASX Guidelines will not automatically become binding on the Company. That said, the Company is committed to adopting corporate governance policies commensurate with its business activities and has adopted a formal Corporate Governance Charter, setting out the roles and responsibilities of the independent committees described above.

It is within the above context that the directors are establishing the appropriate processes to ensure that they are compliant with a number of ASX Guidelines on listing. In the context of those Guidelines, the directors make the following observations in relation to the Company's corporate governance status:

98 PROSPECTUS 2009

10.9 Litigation

10.10 Authorisation

The Directors are not aware of any litigation of a material nature in progress, pending or threatened, which may significantly affect the financial position of the Company.

Each of the Directors of the Company and of Orocobre has consented to the lodgement of the Prospectus with the ASIC.

Signed on the date of this Prospectus on behalf of the Company by:

Corey Nolan

Managing Director

Elementos Limited

DEFINITIONS

In this Prospectus the following terms and abbreviations have the following meanings unless otherwise stated.

Term Meaning

$ or $A The currency of Australia

Application A valid application made to subscribe for a specified number of Shares in accordance with the Offer

Application Form The application form enclosed with and forming part of this Prospectus

ASIC Australian Securities and Investments Commission

ASX ASX Limited ABN 98 008 624 691 and where the context indicates, the Australian Securities Exchange.

Board The Board of Directors of the Company

Broker Firm Offer A component of the Retail Offer: An offer made to Australian-resident retail clients of participating brokers (Brokers) who have received a firm allocation of Shares from their Brokers, to subscribe for those Shares, as set as set out and subject to the terms and conditions in Section 1.1 and other relevant sections of this Prospectus .

Business Day Has the meaning ascribed to it in the Listing Rules

CHESS Clearing House Electronic Subregister System

Closing Date 5.00pm AEST on 7 December 2009 (subject to the right of the Directors to close the Offer earlier or to extend this date without notice)

Company or Elementos Elementos Limited ACN 138 468 756

Constitution The Constitution of the Company

Corporations Act Corporations Act 2001 (Commonwealth)

Cth Commonwealth

Directors Members of the Board of Directors of the Company

Director Options The Options to acquire Shares that have been issued to Director, the terms and conditions of which are summarised in Section 10.3

Eligible Orocobre Shareholders Persons who are registered on Orocobre’s Share Register on 13 November 2009

EST Australian Eastern Standard Time

g/t Grams to the tonne

General Public Offer A component of the Retail Offer an offer made to the general public to subscribe for Shares on the terms and conditions of this Prospectus.

99PROSPECTUS 2009

11

Listing Rules The official listing rules of ASX

Minimum Application Amount $2,000 or 8,000 Shares

Martin Place Securities Martin Place Securities Pty Limited (A.B.N. 30 094 927 947)

MPS Options The Options to acquire Shares to which Martin Place Securities is entitled to be issued, the terms and conditions of which are summarised in Section 10.3

Offer The Orocobre Demerger Offer, the Orocobre Priority Offer and the Retail Offer, or one of them, as the context indicates

Options The Director Options or MPS Options, or any one or more of them, as the context indicates

Opening Date 16 November 2009

Orocobre Orocobre Limited ACN 112 589 910

Orocobre Priority Offer A component of the Offer, the conditional priority allocation of Shares applied for by Orocobre Shareholders, as set out and subject to the terms and conditions in Section 1.1 and other relevant sections of this Prospectus

Prospectus Has the same meaning as Replacement Prospectus

Record Date 13 December 2009

Retail Offer The Broker Firm Offer and the General Public Offer

Quotation Quotation of the Shares on the ASX

Shares Fully paid ordinary shares in the capital of the Company

Share Registry Registries Limited

Shareholder A person registered on the Company’s Share register

Underwriter Martin Place Securities

100 PROSPECTUS 2009

Replacement Prospectus This replacement prospectus dated 27 November 2009

APPLICATION FORM

A$

I

F

E

D

C

B

A

By lodging this Application Form and the Application Money I/We hereby:

declare that I/We have received a copy of the Prospectus accompanied by or attached to this Application Formdeclare that I/We have read the Prospectus to which this Application Form relatesdeclare that this Application Form has been completed in accordance with the instructions on the reverse side of this Application Formapply for the number of Shares shown in this Application Formagree to be bound by the terms and conditions in the Prospectus and by the Constitution of Elementos LimitedAuthorise the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.

(1)(2)(3)(4)(5)(6)

For the Offer of Shares at an issue price of 25 cents per Share in Elementos Limited.

All Application Forms must be accompanied by payment of 25 cents per Share.

Please use BLOCK LETTERS and refer to the guide overleaf for the correct forms of registerable names.

Applicant # 1

Applicant # 3

Title

Title

Joint Applicants or Designated Account - e.g. <Super Fund Account>

Given Names or Company Name Surname / ACN / ABN

I/We lodge in full the Application Money of

I/We apply for

Broker’s Code

BROKER’S STAMP

Adviser’s Code

Shares in Elementos Limited at 25 cents per Share.(Minimum of 8,000 Shares and then in multiples of 1,000 Shares)

Contact Name

Suburb / Town State Postcode

Telephone No. - Business Hours

Full Postal AddressNumber / Street or PO Box Number

Applicant # 2

, ,

, , . 0 0

FOR REGISTRY USE ONLY

PLEASE READ ALL INSTRUCTIONS ON THE REVERSE SIDE OF THIS FORM

OFFER CLOSES 7 December 2009

Email Address

( )

101PROSPECTUS 2009

A$

A$

H

G

Drawer

Cheque Details

Chess Details HIN - Existing Chess Participants Only

BSB No. Account No. Amount of Cheque

Cheques should be made payable to "Elementos Limited Share Offer Account" and crossed "Not Negotiable"

PIN CHEQUE(S) HERE

By mail:

Ready Reckoner

Shares

25 000

100 000

Shares

20 000

50 000

Shares

10 000

40 000

Shares

8 000

35 000

Shares

30 000

200 000

Amount

$ 6 250

$25 000

Amount

$ 5 000

$12 500

Amount

$ 2 500

$10 000

Amount

$2 000

$8 750

Amount

$ 7 500

$50 000

Correct Forms of Registrable Names

Applications must be received by the Closing Date.

Please complete all relevant sections of the Application Form using BLOCK LETTERS.

c/- Elementos LimitedPO Box 1946Milton QLD 4064

Elementos Limited Share OfferElementos Limited Share Offer c/- Registries LimitedGPO Box 3993Royal ExchangeSydney NSW 2001

A

C

B

D

E

F

G

H

I

Enter the NUMBER OF SHARES you wish to apply for. Applications must be for the minimum of 8,000 shares and thereafter multiples of 1,000 as set down in Section 1 of the Prospectus.

Enter the TOTAL AMOUNT of Application Money payable. To calculate the amount, multiply the number of shares applied for by the amount per share.

Enter the FULL NAME(S) and TITLES(S) of all legal entities that are to be recorded as the registered holder(s). Refer to the name standards below for guidance on valid registration.

If JOINT APPLICANTS are applying or an ACCOUNT DESIGNATION is required, complete boxes C and D.

Enter the POSTAL ADDRESS for all communications from the Company. Only one address can be recorded.

Enter the NAME and TELEPHONE NUMBER for a contact person that the registry can speak to if they have any queries regarding this application.

If you are sponsored in CHESS by a stockbroker or other CHESS participant enter your Holder Identification Number (HIN).

Complete cheque details as requested. Payments must be made in Australian Currency and cheques must be drawn on an Australian Bank. Cheques or bank drafts must be made payable to "Elementos Limited Share Offer Account" and crossed "Not Negotiable". Cheques not properly drawn will be rejected. Cheques will generally be deposited on the day of receipt. If cheques are dishonoured the application will be rejected.

Before completing the Application Form the applicant(s) declares that he or she has read the Prospectus to which this application relates. The applicant(s) agree(s) that this application is for shares in Elementos Limited upon and subject to the terms of the Prospectus, agree(s) to take any number of shares equal to or less than the number of shares indicated in box A that may be issued to the applicant(s) pursuant to the Prospectus, and declare(s) that all details and statements made are complete and accurate.

This ready reckoner will help you calculate the money you need to pay at 25 cents per Share

Forward your completed application together with the Application Money to:

Note that ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons, companies or other legal entities acceptable to the Company. At least one name given in full and the surname is required for each natural person. Application Forms cannot be completed by persons under 18 years of age. Examples of the correct forms of registrable title are set out below.

HOW TO COMPLETE THE APPLICATION FORM

Type of Investor Correct Form of Registration Incorrect Form of Registration

IndividualUse given names in full not initials

CompanyUse the Company’s full title not abbreviations

Joint HoldingsUse full and complete names

TrustsUse the trustee(s) personal names(s)Deceased EstatesUse the executor(s) personal name(s)

PartnershipsUse the partners personal namesUse the Partnership Tax File Number

Clubs/ Unincorporated Bodies/ BusinessnamesUse office bearer(s) personal names(s)

Superannuation FundsUse the names of the trustee(s) of the fund

Mr John Alfred Smith

Mr Peter Robert WilliamsMs Louise Susan Williams

Jane Smith Pty Ltd<Super Fund Account>

Ace Business Company Pty Ltd

Mrs Susan Jane Smith<Sue Smith Family Account>

Ms Jane Mary SmithMr Frank William Smith<Estate John Smith Account>

Mr John Robert SmithMr Michael John Smith<John Smith and Son Account>

Mr Michael Peter Smith<ABC Tennis Association Account>

JA Smith

Peter Robert & Louise S Williams

Jane Smith Pty LtdSuperannuation Fund

ABC P/L or ABC Co

Sue Smith Family Trust

Estate of late John Smith orJohn Smith deceased

John Smith and Son

ABC Tennis Association

-

-

-

-

-

-

-

-

-

-

or:

102 PROSPECTUS 2009

APPLICATION FORM

A$

A$

A$

I

H

G

F

E

D

C

B

A

By lodging this Application Form and the Application Money I/We hereby:

declare that I/We have received a copy of the Prospectus accompanied by or attached to this Application Formdeclare that I/We have read the Prospectus to which this Application Form relatesdeclare that this Application Form has been completed in accordance with the instructions on the reverse side of this Application Formapply for the number of Shares shown in this Application Formagree to be bound by the terms and conditions in the Prospectus and by the Constitution of Elementos LimitedAuthorise the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.

(1)(2)(3)(4)(5)(6)

For the Offer of Shares at an issue price of 25 cents per Share in Elementos Limited.

All Application Forms must be accompanied by payment of 25 cents per Share.

Please use BLOCK LETTERS and refer to the guide overleaf for the correct forms of registerable names.

Applicant # 1

Applicant # 3

Drawer

Cheque Details

Chess Details HIN - Existing Chess Participants Only

Title

Title

Joint Applicants or Designated Account - e.g. <Super Fund Account>

Given Names or Company Name Surname / ACN / ABN

I/We lodge in full the Application Money of

I/We apply for

Broker’s Code

BROKER’S STAMP

Adviser’s Code

Contact Name

Suburb / Town State Postcode

Telephone No. - Business Hours

Full Postal AddressNumber / Street or PO Box Number

BSB No. Account No. Amount of Cheque

Applicant # 2

, ,

, , . 0 0

FOR REGISTRY USE ONLY

PLEASE READ ALL INSTRUCTIONS ON THE REVERSE SIDE OF THIS FORM

OFFER CLOSES 7 December 2009

Email Address

( )

103PROSPECTUS 2009

Cheques should be made payable to "Elementos Limited Share Offer Account" and crossed "Not Negotiable"

PIN CHEQUE(S) HERE

Shares in Elementos Limited at 25 cents per Share.(Minimum of 8,000 Shares and then in multiples of 1,000 Shares)

104 PROSPECTUS 2009

By mail:

Ready Reckoner

Shares

25 000

100 000

Shares

20 000

50 000

Shares

10 000

40 000

Shares

8 000

35 000

Shares

30 000

200 000

Amount

$ 6 250

$25 000

Amount

$ 5 000

$12 500

Amount

$ 2 500

$10 000

Amount

$2 000

$8 750

Amount

$ 7 500

$50 000

Correct Forms of Registrable Names

Applications must be received by the Closing Date.

Please complete all relevant sections of the Application Form using BLOCK LETTERS.

Elementos Limited Share Offerc/- Elementos LimitedPO Box 1946Milton QLD 4064

Elementos Limited Share Offer c/- Registries LimitedGPO Box 3993Royal ExchangeSydney NSW 2001

A

C

B

D

E

F

G

H

I

Enter the NUMBER OF SHARES you wish to apply for. Applications must be for the minimum of 8,000 shares and thereafter multiples of 1,000 as set down in Section 1 of the Prospectus.

Enter the TOTAL AMOUNT of Application Money payable. To calculate the amount, multiply the number of shares applied for by the amount per share.

Enter the FULL NAME(S) and TITLES(S) of all legal entities that are to be recorded as the registered holder(s). Refer to the name standards below for guidance on valid registration.

If JOINT APPLICANTS are applying or an ACCOUNT DESIGNATION is required, complete boxes C and D.

Enter the POSTAL ADDRESS for all communications from the Company. Only one address can be recorded.

Enter the NAME and TELEPHONE NUMBER for a contact person that the registry can speak to if they have any queries regarding this application.

If you are sponsored in CHESS by a stockbroker or other CHESS participant enter your Holder Identification Number (HIN).

Complete cheque details as requested. Payments must be made in Australian Currency and cheques must be drawn on an Australian Bank. Cheques or bank drafts must be made payable to "Elementos Limited Share Offer Account" and crossed "Not Negotiable". Cheques not properly drawn will be rejected. Cheques will generally be deposited on the day of receipt. If cheques are dishonoured the application will be rejected.

Before completing the Application Form the applicant(s) declares that he or she has read the Prospectus to which this application relates. The applicant(s) agree(s) that this application is for shares in Elementos Limited upon and subject to the terms of the Prospectus, agree(s) to take any number of shares equal to or less than the number of shares indicated in box A that may be issued to the applicant(s) pursuant to the Prospectus, and declare(s) that all details and statements made are complete and accurate.

This ready reckoner will help you calculate the money you need to pay at 25 cents per Share

Forward your completed application together with the Application Money to:

Note that ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons, companies or other legal entities acceptable to the Company. At least one name given in full and the surname is required for each natural person. Application Forms cannot be completed by persons under 18 years of age. Examples of the correct forms of registrable title are set out below.

HOW TO COMPLETE THE APPLICATION FORM

Type of Investor Correct Form of Registration Incorrect Form of Registration

IndividualUse given names in full not initials

CompanyUse the Company’s full title not abbreviations

Joint HoldingsUse full and complete names

TrustsUse the trustee(s) personal names(s)Deceased EstatesUse the executor(s) personal name(s)

PartnershipsUse the partners personal namesUse the Partnership Tax File Number

Clubs/ Unincorporated Bodies/ BusinessnamesUse office bearer(s) personal names(s)

Superannuation FundsUse the names of the trustee(s) of the fund

Mr John Alfred Smith

Mr Peter Robert WilliamsMs Louise Susan Williams

Jane Smith Pty Ltd<Super Fund Account>

Ace Business Company Pty Ltd

Mrs Susan Jane Smith<Sue Smith Family Account>

Ms Jane Mary SmithMr Frank William Smith<Estate John Smith Account>

Mr John Robert SmithMr Michael John Smith<John Smith and Son Account>

Mr Michael Peter Smith<ABC Tennis Association Account>

JA Smith

Peter Robert & Louise S Williams

Jane Smith Pty LtdSuperannuation Fund

ABC P/L or ABC Co

Sue Smith Family Trust

Estate of late John Smith orJohn Smith deceased

John Smith and Son

ABC Tennis Association

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or:

The Offer

An Offer:

! of up to 33,000,000 fully paid ordinary Shares at $0.25 (25 cents) per Share to raise $8,250,0000 (the Offer); and

! by Orocobre to transfer 20,000,000 fully paid ordinary Shares in Elementos to Eligible Orocobre Shareholders pursuant to a reduction of capital and In Specie Distribution, if Orocobre's shareholders approve the In Specie Distribution by ordinary resolution pursuant to the Notice of Meeting.

This offer is underwritten to $6,250,000

Important Information:

The Offer made under this prospectus is conditional upon receipt of the Shareholder Approvals

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional adviser.

The Directors consider the Shares to be issued or transferred under this Prospectus to be speculative.

Level 1, 349 Coronation DriveMilton Queensland 4000Phone: 07 3729 8944Fax: 07 3729 8988Email: [email protected]

www.elementos.com.au

elementos ipo

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