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ALTITUDE MINERALS LTD Proxy Solicitation & Information Statement 2025

Jun 10, 2025

64451_rns_2025-06-10_6408880c-a9e5-41bc-8635-cd40c659bc4d.pdf

Proxy Solicitation & Information Statement

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ASX RELEASE 11 JUNE 2025

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BOARD & MANAGEMENT

Chris Sutherland – Chair Duncan Chessell – MD, CEO Peter McIntyre – NED Greg Hall – NED Dr Tony Belperio – NED Jarek Kopias – Co Sec, CFO

Technical Advisory Panel

John Main – Chair Dr Tony Belperio Duncan Chessell

NOTICE OF 2025 SHAREHOLDER MEETING AND PROXY FORM

Copper Search Limited (ASX: CUS, Company) refers to the notice of general meeting ( Meeting ) and accompanying explanatory memorandum released to ASX on 11 June 2025 (together, the Notice of Meeting) in respect of a Meeting of the Company's shareholders (Shareholders) to be held on 11 July 2025 at 9:30am (ACDT).

In reliance on section 253RA of the Corporations Act 2001 (Cth), the Company will not be posting hard copies of the Notice of Meeting to Shareholders unless the Shareholder has given the Company notice in writing electing to receive documents in hard copy only. The Notice of Meeting can be viewed or downloaded from the Company's website or on the Investor Centre page at https://coppersearch.com.au/investor-centre/ or at www.asx.com.au.

Expert Consultants

Dr Paul Kitto Ian Warland Professor Bruce Schaefer Dr David Rawlings Michael Rodda Theo Aravanis Neil Hughes AMC Mining Group

The Meeting will be held as follows: Date: Friday 11 July 2025 Time: 9:30am Location: Offices of Grant Thornton, Level 3, 170 Frome Street, Adelaide SA 5000

This announcement has been authorised for release to the ASX by the Company Secretary. For further information, please contact the Company by telephone on +61 (0) 414 804 055 or by email at [email protected].

Yours sincerely Copper Search Limited Jarek Kopias Company Secretary

CONTACT

Adelaide Office 21 Sydenham Road Norwood SA 5067 Australia

[email protected] www.coppersearch.com.au

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COPPER SEARCH LIMITED ACN 650 673 500

NOTICE OF GENERAL MEETING

EXPLANATORY NOTES

PROXY FORM

Date of Meeting Friday 11 July 2025

Time of Meeting 9:30am (ACST) (Adelaide time)

Place of Meeting Offices of Grant Thornton Australia Limited Level 3, 170 Frome Street Adelaide, South Australia

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COPPER SEARCH LIMITED ACN 650 673 500

NOTICE OF 2025 GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Copper Search Limited (“Company or Copper Search”) will be held physically at the offices of Grant Thornton, Level 3, 170 Frome Street, Adelaide, South Australia on Friday 11 July 2025 at 9:30am ACST.

The business to be considered at the General Meeting is set out below.

This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Notes, which form part of this Notice of Meeting and contain information in relation to the following Resolutions. If you are in any doubt as to how you should vote on the Resolutions set out in this Notice of Meeting, you should consult your financial or other professional adviser.

Defined terms used in this Notice of Meeting have the meanings given to those terms in the Glossary at the end of the Explanatory Notes.

BUSINESS OF THE MEETING

Resolution 1 – Ratification of 24,030,966 Tranche 1 Placement Shares

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 24,030,966 Tranche 1 Placement Shares on or about 5 June 2025 on the terms and to the parties set out in the Explanatory Notes.”

Resolution 2 – Approval to Issue 20,086,679 Tranche 2 Placement Shares

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of 20,086,679 Tranche 2 Placement Shares, on the terms set out in the Explanatory Notes, is approved.”

Resolution 3 – Approval to Issue 22,058,828 Placement Options

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of 22,058,828 Placement Options, on the terms set out in the Explanatory Notes, is approved.”

Resolution 4 – Approval to Issue 2,000,000 Broker Options to GBA Capital Pty Ltd (or its nominee(s))

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of 2,000,000 Broker Options to GBA Capital (or its nominee(s)), on the terms set out in the Explanatory Notes, is approved.”

Resolution 5 – Approval to Issue 1,176,470 Shares and 588,235 Options to Mr Christopher Sutherland (or nominated Associate)

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the proposed issue and allotment of 1,1756,470 Shares and 588,235 Options to Mr Christopher Sutherland (or his nominated Associate), on the terms set out in the Explanatory Notes, is approved.”

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Resolution 6 – Approval to Issue 2,941,176 Shares and 1,470,588 Options to Mr Peter McIntyre (or nominated Associate)

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the proposed issue and allotment of 2,941,176 Shares and 1,470,588 Options to Mr Peter McIntyre (or his nominated Associate), on the terms set out in the Explanatory Notes, is approved.”

Resolution 7 – Approval to Issue 1,000,000 Shares and 500,000 Options to Mr Tony Belperio (or nominated Associate)

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the proposed issue and allotment of 1,000,000 Shares and 500,000 Options to Mr Tony Belperio (or his nominee Associate), on the terms set out in the Explanatory Notes, is approved.”

Resolution 8 – Approval to Issue 588,235 Shares and 294,118 Options to Mr Greg Hall (or nominated Associate)

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the proposed issue and allotment of 588,235 Shares and 294,118 Options to Mr Greg Hall (or his nominee), on the terms set out in the Explanatory Notes, is approved.”

Resolution 9 – Approval to Issue 176,470 Shares and 88,235 Options to Mr Duncan Chessell (or nominated Associate)

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the proposed issue and allotment of 176,470 Shares and 88,235 Options to Mr Duncan Chessell (or his nominee), on the terms set out in the Explanatory Notes, is approved.”

Resolution 10 – Ratification of issue of 3,230,000 Byrock Project Shares

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 3,230,000 Byrock Project Shares announced on 11 February 2025 on the terms and to the parties set out in the Explanatory Notes.”

Resolution 11 – Approval of agreement to issue 1,600,000 HMS Project Shares

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the agreement to issue 1,600,000 HMS Project Shares announced on 26 May 2025 on the terms and to the parties set out in the Explanatory Notes.”

Resolution 12 – Approval to Issue Cowal Project Shares

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of Cowal Project Shares announced on 23 May 2025 on the terms and to the parties set out in the Explanatory Notes.”

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Resolution 13 – Change of Company name

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a Special Resolution:

“That for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, the name of the Company be changed from “Copper Search Limited” to “Altitude Minerals Ltd” and that, for the purposes of section 136(2) of the Corporations Act and all other purposes, all references to “Copper Search Limited” in the Company’s constitution be replaced by references to “Altitude Minerals Ltd”.”

VOTING INFORMATION, EXCLUSIONS AND PROHIBITIONS

The business of the Meeting affects your Shareholding and your vote is important.

Voting exclusion in relation to Resolutions 1 and 2

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolutions 1 and 2 by or on behalf of a person who participated in the Placement, or any of their Associates.

However, this does not apply to a vote cast in favour of Resolutions 1 and 2 by:

  • a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair of the Meeting to vote on the Resolutions as the Chair of the Meeting decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolutions; and

  • the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusion in relation to Resolution 3

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who participated in the Placement and is expected to participate in the issue of Options or who will obtain a material benefit as a result of the proposed issue, (except a benefit solely by reason of being a holder of Shares), or any of their Associates.

However, this does not apply to a vote cast in favour of Resolution 3 by:

  • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusion in relation to Resolution 4

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 4 by or on behalf of GBA Capital Pty Ltd or its nominee(s) (if known at the time of the Meeting) and any person who will obtain a material benefit as a result of the proposed issue of the Broker Options (except a benefit solely by reason of being a holder of Shares), or any of their Associates.

However, this does not apply to a vote cast in favour of Resolution 4 by:

  • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Voting exclusions and voting restriction in relation to Resolution 5

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Mr Sutherland, and any other person who will obtain a material benefit as a result of the issue of the Shares and Options pursuant to Resolution 5, and his Associates, except a benefit arising solely from their capacity as a holder of Shares, and any of their Associates.

However, this does not apply to a vote cast in favour of a resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusions and voting restriction in relation to Resolution 6

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Mr McIntyre, and any other person who will obtain a material benefit as a result of the issue of the Shares and Options pursuant to Resolution 6, and his Associates, except a benefit arising solely from their capacity as a holder of Shares, and any of their Associates.

However, this does not apply to a vote cast in favour of a resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusions and voting restriction in relation to Resolution 7

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 7 by or on behalf of Mr Belperio, and any other person who will obtain a material benefit as a result of the issue of the Shares and Options pursuant to Resolution 7, and his Associates, except a benefit arising solely from their capacity as a holder of Shares, and any of their Associates.

However, this does not apply to a vote cast in favour of a resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusions and voting restriction in relation to Resolution 8

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 8 by or on behalf of Mr Hall, and any other person who will obtain a material benefit as a result of the issue of the Shares and Options pursuant to Resolution 8, and his Associates, except a benefit arising solely from their capacity as a holder of Shares, and any of their Associates.

However, this does not apply to a vote cast in favour of a resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusions and voting restriction in relation to Resolution 9

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 9 by or on behalf of Mr Chessell, and any other person who will obtain a material benefit as a result of the issue of the Shares and Options pursuant to Resolution 9, and his Associates, except a benefit arising solely from their capacity as a holder of Shares, and any of their Associates.

However, this does not apply to a vote cast in favour of a resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusion in relation to Resolutions 10, 11 and 12

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolutions 10, 11 and 12 by or on behalf of a person the following persons (if known at the time of the Meeting) and any person who will obtain a material benefit as a result of the proposed issue or any of their Associates:

  • Resolution 10 – Nimrod Resources Limited.

  • Resolution 11 – Mr Ian Warland and / or nominee/s.

  • Resolution 12 – Rimfire Pacific Mining Limited and / or nominee/s.

However, this does not apply to a vote cast in favour of Resolutions 10, 11 and 12 by:

  • a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair of the Meeting to vote on the Resolutions as the Chair of the Meeting decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolutions; and

  • the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting, Attendance Entitlement and proxy

A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should either attend in person at the time, date and place of the Meeting set out above or appoint a proxy or proxies to attend or vote on the Member’s behalf.

A Member who is entitled to attend and cast a vote at the Meeting and who wishes to vote on the Resolutions contained in this Notice should appoint the Chairman of the Meeting as their proxy to attend and vote on the Member’s behalf. Copper Search encourages shareholders to appoint the Chairman of the Meeting as their proxy .

Shareholders are encouraged to lodge their Proxy Forms online at https://investor.automic.com.au/#/loginsah.

In completing the attached Proxy Form, Members must be aware that where the Chair of the Meeting is appointed as their proxy, they will be directing the Chair of the Meeting to vote in accordance with the Chair of the Meeting’s voting intention unless you indicate otherwise by marking the “For”, “Against” or “Abstain” boxes. The Chair of the Meeting intends to vote undirected proxies in favour of each Resolution. Members should note that they are entitled to appoint the Chair of the Meeting as a proxy with a direction to cast the votes contrary to the Chair of the Meeting’s voting intention, or to abstain from voting, on any Resolution in the Proxy Form. Also, Members may appoint, as their proxy, a person other than the Chair of the Meeting.

A proxy need not be a Member of the Company. For the convenience of Members, a Proxy Form is enclosed. A Member who is entitled to attend and cast two or more votes is entitled to appoint two proxies. Where two proxies are appointed, each appointment may specify the proportion or number of voting rights each proxy may exercise. If the Member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing Member.

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To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In order to be valid, the Proxy Form must be received by the Company at the address specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Meeting (i.e., by no later than 9:30am ACST on 9 July 2025):

On-line: https://investor.automic.com.au/#/loginsah. By mail: Automic GPO BOX 5193 SYDNEY NSW 2001 By hand: Level 5, 126 Phillip Street SYDNEY NSW 2000 By e-mail: [email protected]

Any Proxy Forms received after that time will not be valid for the Meeting.

A Member who is a body corporate may appoint a representative, including an individual, to attend the Meeting in accordance with the Corporations Act. Representatives will be required to present documentary evidence of their appointment on the day of the Meeting.

For the purpose of determining the voting entitlements at the Meeting, the Directors have determined that Shares will be taken to be held by the registered holders of those Shares at 6:30pm ACST on 9 July 2025. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

By order of the Board

Jarek Kopias Company Secretary Adelaide, 11 June 2025

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GENERAL MEETING – EXPLANATORY NOTES

These Explanatory Notes accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting and should be read in conjunction with this Notice of Meeting.

If any Shareholder is in doubt as to how they should vote, they should seek advice from their legal, financial or other professional adviser prior to voting.

Introduction

These Explanatory Notes have been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be considered at the General Meeting of the Company. The Directors recommend Shareholders read these Explanatory Notes in full before making any decision in relation to the Resolutions.

Terms defined in the Notice of Meeting have the same meaning in these Explanatory Notes.

Resolution 1: Ratification of 24,030,966 Placement Shares

On 28 May 2025, the Company announced that it had received commitments to issue 50,000,000 Placement Shares at an issue price of $0.017 per Placement Share and 25,000,000 Placement Options (with an exercise price of $0.034 per Placement Option and expiry date of 31 July 2027) under a private placement to sophisticated, professional and institutional investors ( Placement ). Both figures were approximate and subject to immaterial rounding. The Placement was undertaken in conjunction with an entitlement offer on a 1:4 basis at the same issue price ( Offer ). The Placement Shares are being issued in two tranches with 24,030,966 Tranche 1 Placement Shares issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1 and the Company’s 10% placement capacity under Listing Rule 7.1A. A further 20,086,679 Tranche 2 Placement Shares will be issued subject to Shareholder approval pursuant to Resolution 2. The issue of Placement Options, attaching to all Placement Shares, is subject to approval in accordance with Resolution 3.

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 and ASX Listing Rule 7.1A limit the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% and 10% respectively of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Tranche 1 Placement Shares did not fall within an exception and were issued without Shareholder approval under the Company’s 15% placement capacity under ASX Listing Rule 7.1 and 10% Additional Placement capacity under Listing Rule 7.1A.

ASX Listing Rule 7.4 allows the shareholders of a listed company to subsequently ratify the previous issues of securities made without prior shareholder approval under ASX Listing Rule 7.1 and Listing Rule 7.1A, provided the issue did not breach the maximum threshold set by ASX Listing Rule 7.1 and Listing Rule 7.1A. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and Listing Rule 7.1A and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under those rules.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1 and Listing Rule 7.1A and thus the Company is seeking ratification of the issue of the Tranche 1 Placement Shares, the subject of Resolution 1. The Company confirms that the issue and allotment of the Tranche 1 Placement Shares did not breach ASX Listing Rule 7.1 and Listing Rule 7.1A at the date of issue.

If Resolution 1 is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1 and 10% limit in ASX Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue.

If Resolutions 1 is not passed, the relevant issues will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1 and 10% limit in ASX Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue.

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ASX Listing Rule 7.5 contains certain requirements as to the contents of a Notice sent to Shareholders for the purpose of ASX Listing Rule 7.4 and the following information is included in these Explanatory Notes for that purpose:

Party1 The Tranche 1 Placement Shares were issued to various investors who did not
require a disclosure document and who were identified and selected by the
Company and GBA Capital.
Number and Class of Securities
issued
24,030,966 fully paid ordinary shares (12,486,580 Shares issued under ASX
Listing Rule 7.1 and 11,544,386 Shares issued under ASX Listing Rule 7.1A).
Date of issue The Tranche 1 Placement Shares were issued on or about 5 June 2025.
Price or other Consideration The Tranche 1 Placement Shares were issued at a price $0.017 (1.7 cents) per
Share and the Company received approximately $408,526 for the issue of the
Tranche 1 Placement Shares.
Terms The Tranche 1 Placement Shares rank equally with all other Shares on issue.
Purpose The funds raised from the Tranche 1 Placement Shares will be used to fund
targeted delineation and high-impact air-core drilling to unlock Heavy Mineral
Sands (HMS) potential in South Australia, project generation of further HMS
opportunities in South Australia, low-cost drill target generation at the NSW
Byrock and Theseus Projects, business development and for general working
capital expenses.
Material terms of agreement The relevant placement agreements provided that the issue price of the
Placement Shares was $0.017 and included various conditions customary for a
placement agreement ofthis sort.

1 None of the parties are Related Parties, substantial holders, advisers nor members of Key Management Personnel of the Company.

Board Recommendation : The Directors recommend that Shareholders vote in favour of Resolution 1 and advise that that they intend to vote any Shares that they own or control in favour of Resolution 1.

The Chair of the Meeting intends to vote all undirected proxies in favour of Resolution 1.

Resolutions 2, 3 and 4: Approval to Issue 20,086,679 Tranche 2 Placement Shares, 22,058,828 Placement Options and 2,000,000 Broker Options to GBA Capital Pty Ltd (or its nominee)

As detailed in the explanatory notes to Resolution 1, on 28 May 2025, the Company announced that it had agreed, subject to Shareholder approval, to issue approximately 20,086,679 Tranche 2 Placement Shares and 22,058,828 Placement Options to participants in the Placement and 2,000,000 Broker Options to GBA Capital (or its nominee) in part consideration for the capital raising services provided by GBA Capital in relation to the Placement and Offer.

As noted in the Explanatory Notes to Resolution 1, broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Exception 17 of ASX Listing Rule 7.1 provides that an agreement to issue equity securities that is conditional on the holders of the listed company’s ordinary securities approving the issue before the issue is made, shall be an exception to this prohibition, provided that if an entity relies on this exception the listed company must not issue the equity securities without such approval.

Resolutions 2, 3 and 4 seek Shareholder approval for the issue of the Tranche 2 Placement Shares, Placement Options to participants in the Placement and Broker Options to GBA Capital for the purposes of ASX Listing Rule 7.1.

If Resolutions 2, 3 and 4 are passed, the Company will be able to proceed with the issue of Tranche 2 Placement Shares, Placement Options to investors in the Placement and Options to GBA Capital. In addition, the Shares and Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolutions 2, 3 and 4 are not passed, the Company will not be able to proceed with the issue of Tranche 2 Placement Shares, Placement Options to investors in the Placement and Broker Options to GBA Capital.

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In accordance with the requirements of Listing Rule 7.3 the following information is provided in respect of Tranche 2 Placement Shares, Placement Options to investors in the Placement and Options to GBA Capital:

Resolution 2 Resolution 3 Resolution 4
Party/ Allottees The Tranche 2 Placement
Shares will be issued to
those investors who
subscribed for Placement
Shares.
The Placement Options will
be issued to those investors
who subscribed for
Placement Shares.
GBA Capital Pty Ltd or its
nominee(s).
Number of Securities to be
issued
20,086,679 fully paid
ordinary shares.
22,058,828 unquoted
options with an exercise
price of $0.034 each and
expiry date of 31 July 2027.
2,000,000 unquoted options
with an exercise price of
$0.034 each and expiry date
of 31 July 2027.
Material Terms of Securities The Tranche 2 Placement
Shares rank equally with all
other Shares on issue.
The material terms of the
Placement Options are
detailed in Appendix 1. The
Shares issued upon the
exercise of Placement
Options will be fully paid
ordinary shares and will rank
equally in all respects with all
other Shares on issue as at
the date of their issue.
The material terms of the
Broker Options are detailed
in Appendix 1. The Shares
issued upon the exercise of
Broker Options will be fully
paid ordinary shares and will
rank equally in all respects
with all other Shares on
issue as at the date of their
issue.
Date of issue The Tranche 2 Placement
Shares will be issued on or
about 11 July 2025 and, in
any event, within three (3)
months of the date of the
Meeting.
The Placement Options will
be issued on or about 11
July 2025 and, in any event,
within three (3) months of
the date of the Meeting.
The issue and allotment of
the Broker Options will occur
as soon as reasonably
practicable following the
Meeting and, in any event,
within three (3) months of
the date of the Meeting.
Price, Consideration, Purpose The funds raised from the
Tranche 2 Placement
Shares ($0.017 per Share)
will be used to fund targeted
delineation and high-impact
air-core drilling to unlock
Heavy Mineral Sands (HMS)
potential in South Australia,
project generation of further
HMS opportunities in South
Australia, low-cost drill target
generation at the NSW
Byrock and Theseus
Projects, business
development and for general
working capital expenses.
The placement Options will
be issued as part of the
Placement to incentivise
participation in the
Placement.
The Broker Options will be
issued for nil issue price as
part of the consideration
payable to GBA Capital for
capital raising services under
the Lead Manager
Agreement.
No funds will be raised upon
the issue of Broker Options
as they will be issued for no
additional consideration.
Funds will be raised upon
the exercise of Broker
Options and will be used to
progress the Company’s
exploration activities and for
working capital purposes at
that time.
Material terms of agreement The relevant placement
agreement provided that one
(1) Placement Option would
be issued for every two (2)
Placement Shares applied
for under the Placement for
nil consideration and
included various conditions
for a placement agreement
of this sort.
The relevant placement
agreement provided that one
(1) Placement Option would
be issued for every two (2)
Placement Shares applied
for under the Placement for
nil consideration and
included various conditions
for a placement agreement
of this sort.
The relevant Lead Manager
Agreement provided that the
Company remunerate the
lead manager via issue of
Options in relation to
services provided in
managing the Placement
and included various other
conditions usual for a
placement of this sort.

10

Board Recommendation : The Directors recommend that Shareholders vote in favour of Resolutions 2, 3 and 4 and advise that that they intend to vote any Shares that they own or control in favour of Resolutions 2, 3 and 4.

The Chair of the Meeting intends to vote all undirected proxies in favour of Resolutions 2, 3 and 4.

Resolutions 5 to 9: Approval to Issue Shares and Options to Directors of the Company

Background

As noted in the Explanatory Notes for Resolutions 1, 2, 3 and 4, on 28 May 2025, the Company announced that it received firm commitments to issue approximately 50,000,000 Placement Shares and 25,000,000 Placement Options under the Placement and, subject to Shareholder approval being obtained, the Company intended to issue up to $100,000 of Shares to the Directors of the Company (or their Associates) ( Conditional Placement ).

The Directors (Chris Sutherland, Peter McIntyre, Tony Belperio, Greg Hall and Duncan Chessell) or their nominated Associates ( Participating Allottees ) are intending to participate in the Conditional Placement, via their associated Shareholding vehicles (if applicable), on the same terms as the Placement, subject to the Company obtaining Shareholder approval to such issue.

ASX Listing Rule Requirements

ASX Listing Rule 10.11 requires shareholder approval for the issue of equity securities to, among other defined persons, a Related Party of an entity, an Associate of a Related Party or a person who is (or was at any time in the last 6 months before issue).

Accordingly, as the Participating Allottees are Related Parties of the Company (by virtue of their position as Directors) and therefore fall within numerous categories of Listing Rule 10.11 – specifically Listing Rule 10.11.1 and Listing Rule 10.11.4, Shareholder approval is being sought for the issue of a total of 5,882,351 Shares and 2,941,176 Options to the Participating Allotees (or their nominated Associates) on the terms set out below.

If approval of the issue of the Shares and Options is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1 as per Listing Rule 7.2 exception 14, and the Shares and Options will be excluded in calculating the Company’s 15% placement capacity in ASX Listing Rule 7.1 and 10% additional placement capacity in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue.

If Resolutions 5, 6, 7, 8 and 9 are not passed, the Company will be precluded from issuing the Shares and Options to the Participating Allottees (or their nominated Associates).

Resolutions 5, 6, 7, 8 and 9 operate independently and the passing (or not) of one of these Resolution is not related to passing of the other four Resolutions.

Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a financial benefit to a Related Party unless an exception applies or shareholders have, in a general meeting, approved the giving of that financial benefit to the Related Party. The Participating Allottees are Directors and are therefore each a Related Party of the Company.

The Board has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of Shares and Options, pursuant to Resolutions 5, 6, 7, 8 and 9, on the basis that exception in section 210 of the Corporations Act applies as the Participating Allottees are proposing to participate in the Conditional Placement on the same terms as other investors in the Placement.

ASX Listing Rules Disclosure

ASX Listing Rule 10.13 requires that the following information to be provided to Shareholders when seeking an approval for the purposes of ASX Listing Rule 10.11:

Resolution 5 Resolution 6 Resolution 7 Resolution 8 Resolution 9
Party Sutho One Pty Ltd
Super A/C>, an
entity associated
with Mr
Christopher
Sutherland.
Labonne
Enterprises Pty
Ltd Family A/C>, an
entity associated
with Mr Peter
McIntyre.
Mr Antonio Peter
Belperio
Resource A/C>,
an entity
associated with Mr
Tony Belperio.
Mr Gregory Hall Chessarno Pty Ltd
Super Fund A/C>,
an entity
associated with Mr
Duncan Chessell.

11

Relationship to the
Company
In each case, a Director of the Company and, therefore, a person falling within category 10.11.1. of the
Listing Rules and their Associates fall within Listing Rule 10.11.4.
In each case, a Director of the Company and, therefore, a person falling within category 10.11.1. of the
Listing Rules and their Associates fall within Listing Rule 10.11.4.
In each case, a Director of the Company and, therefore, a person falling within category 10.11.1. of the
Listing Rules and their Associates fall within Listing Rule 10.11.4.
In each case, a Director of the Company and, therefore, a person falling within category 10.11.1. of the
Listing Rules and their Associates fall within Listing Rule 10.11.4.
In each case, a Director of the Company and, therefore, a person falling within category 10.11.1. of the
Listing Rules and their Associates fall within Listing Rule 10.11.4.
Securities issued The maximum
number of Shares
and Options to be
issued to Sutho
One Pty Ltd
Super A/C>, is
1,176,470 Shares
and 588,235
Options.
The maximum
number of Shares
and Options to be
issued to Labonne
Enterprises Pty
Ltd Family A/C>, is
2,941,176 Shares
and 1,470,588
Options.
The maximum
number of Shares
and Options to be
issued to Mr
Antonio Peter
Belperio
Resource A/C>, is
1,000,000 Shares
and 500,000
Options.
The maximum
number of Shares
and Options to be
issued to Mr
Gregory Campbell
Hall, is 588,235
Shares and
294,118 Options.
The maximum
number of Shares
and Options to
Chessarno Pty Ltd
Super Fund A/C>,
is 176,470 Shares
and 88,235
Options.
Terms The material terms of the Options are detailed in Appendix 1. Shares issued in the Conditional Placement
and upon the exercise of Options will be fully paid ordinary shares and will rank equally in all respects
with all other Shares on issue as at the date of their issue.
Date of issue The Shares and Options the subject of Resolutions 5, 6, 7, 8 and 9 are proposed to be issued as soon as
practicable and in any event no later than 1 month after the Meeting.
Consideration The Shares will be issued for $0.017 (1.7 cents) per Share, being the same issue price as all other
Placement participants. The Company will receive approximately $100,000 for the issue of the Shares.
No funds will be raised upon the issue of Options as they will be issued for nil additional consideration.
Funds will be raised upon the exercise of Options and will be used to progress the Company’s exploration
activities and for working capital purposes at that time.
Material terms of
agreement
The Participating Allottees are proposing to participate in the capital raise on the same terms as other
Placement participants. The relevant placement agreement provided that the issue price of the Placement
Shares was $0.017 and included various conditions for a placement agreement of this sort.
Purpose The funds raised from the issue of Shares will be used for working capital purposes.
The Options are being offered to participants in the Conditional Placement for nil additional consideration
in order to incentivise participation in the Conditional Placement.

Board Recommendation

The Directors decline to make a recommendation to Shareholders in relation to their own respective Resolutions under which they will be issued Shares and Options due to their material personal interest in the outcome of that Resolution.

The Directors do not have a personal interest in the outcome of the Resolutions related to the issue of Shares and Options to the other Directors. The Directors (other than the Directors in relation to their own Resolution) recommend that Shareholders vote in favour of Resolutions 5, 6, 7, 8 and 9.

The Directors, except as the recommendation relates to their own Securities, make the recommendation above for the following reasons:

  • the issue of Options to the Participating Allottees (or their Associates) will better align the interests of the Participating Allottees with those of Shareholders;

  • the issue of the Shares and Options is reasonable and appropriate as the Participating Allottees are proposing to participate in the Conditional Placement on the same terms as other applicants participating in the Placement; and

  • it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares and Options on the terms proposed.

The Chair of the Meeting intends to vote all undirected proxies in favour of Resolutions 5, 6, 7, 8 and 9.

12

Resolutions 10, 11 and 12: Ratification of issue of 3,230,000 Byrock Project Shares, approval of agreement to issue 1,600,000 HMS Project Shares and Approval to Issue Cowal Project Shares

The Company has undertaken numerous business development transactions in the past six months involving the issue of consideration Shares. Resolutions 10, 11 and 12 relate to the issue or agreed issue of Securities related to these transactions.

Resolution 10

On 11 February 2025, the Company announced that it had entered into an agreement with Nimrod Resources Limited ( Nimrod ) via an exclusive binding Option, Farm-in and JV agreement that allows Copper Search to earn up to a 75% interest in the Byrock Project in NSW ( Byrock Project ). The material terms of the agreement are:

  • Initial consideration to Nimrod of $25,000 cash and 3,230,000 Copper Search Shares ( Byrock Project Shares ), followed by project milestone share-based payments (all subject to future Shareholder approval);

  • Exclusive 12-month option period allowing the Company to complete pre-drilling confirmation programs and meet the minimum of $350,000 expenditure required during the option period;

  • Copper Search can then elect to earn a 51% interest by spending $2m over two years in addition to the option period expenditure and form a Joint Venture (JV);

  • Nimrod may retain a 49% interest by electing to participate in the JV;

  • If Nimrod elects not to participate, Copper Search has the option to earn a 75% interest by sole funding a further $3m expenditure, after which co-funding by percentage interest under standard JV terms prevails; and

  • Copper Search can accelerate earning to any milestone by meeting the expenditure requirements early, with overspend carried forward.

The Company has issued the Byrock Project Shares under ASX Listing Rule 7.1 and is seeking ratification of the issue of these Shares under ASX Listing Rule 7.4.

Resolution 11

On 26 May 2025, the Company announced that it had identified Heavy Mineral Sands ( HMS ) at its Peake Project in South Australia. The Company has engaged Mr Ian Warland as an advisor in relation to the HMS project and agreed to issue Mr Warland 1,600,000 Shares upon the grant of ELA2025-017 ( ELA ) as an exploration licence ( HMS Project Shares ). The grant of the ELA is conditional on standard state government processes and timing of the grant is not certain.

The Company is seeking approval for the agreement to issue the HMS Project Shares under ASX Listing Rule 7.1.

Resolution 12

On 23 May 2025, the Company announced that it had entered into an agreement with Rimfire Pacific Mining Limited ( Rimfire ) via an exclusive option to purchase agreement that allows Copper Search to purchase the Cowal Project in NSW ( Cowal Project ). The material terms of the agreement are:

  • Copper Search will pay $50,000 in cash to secure an exclusive 6-month option to assess the Cowal Project within ten business days of the waiver of Sandfire Resources Limited ( Sandfire ) Right of First Refusal ( ROFR ) over one of the Cowal Project tenements - EL8329 (75km[2] ). Sandfire has 30 business days to make an election to exercise its ROFR. NSW granted Tenements included in the Cowal Project are EL8329, EL8804 and EL9397.

  • At Copper Search’ call, during the exclusive 6-month option period, the Company may purchase the Cowal Project outright for $200,000 in cash or, at the Company’s election, up to 50% Shares - the number of shares will be calculated based on the 20day VWAP immediately before the issue ( Cowal Project Shares ).

  • The option period may be extended by a maximum of 3 months by paying a cash consideration of $10,000 per month of extension.

  • 2% NSR in favour of Sandfire is held over EL8329.

  • First JORC Mineral Resource Estimate ( MRE ) (inferred or better) announced triggers a further payment of $200,000 to Rimfire, as cash or at Copper Search election with up to 50% shares – subject to future Shareholder approval.

  • First production of at least 50,000 oz of gold or gold equivalent triggers a final payment of $250,000 cash to Rimfire within 30 days of first production.

The Company is seeking approval for the agreement to issue the Cowal Project Shares under ASX Listing Rule 7.1 in the event that the Company exercise its election to purchase the Cowal Project and settle 50% of that purchase via the issue of Shares.

ASX Listing Rules

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Exception 17 of ASX Listing Rule 7.1 provides that an agreement to issue equity securities that is conditional on the holders of the listed company’s ordinary securities approving the issue before the issue is made, shall be an exception to this prohibition, provided that if an entity relies on this exception the listed company must not issue the equity securities without such approval.

13

ASX Listing Rule 7.4 allows the shareholders of a listed company to subsequently ratify the previous issues of securities made without prior shareholder approval under ASX Listing Rule 7.1 and Listing Rule 7.1A, provided the issue did not breach the maximum threshold set by ASX Listing Rule 7.1 and Listing Rule 7.1A. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and Listing Rule 7.1A and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under those rules.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1 and Listing Rule 7.1A and thus the Company is seeking ratification of the issue of the Byrock Project Shares, the subject of Resolution 10 and approval to issue (or agreement to issue) the HMS Project Shares and Cowal Project Shares the subject of Resolutions 11 and 12 respectively. The Company confirms that the issue and allotment of the Byrock Project Shares and agreement to issue the HMS Project Shares did not breach ASX Listing Rule 7.1 at the date of issue and agreement to issue.

If Resolution 10 is passed, the Byrock Project Shares will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1 and 10% limit in ASX Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue.

If Resolution 10 is not passed, the relevant issue will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1 and 10% limit in ASX Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue.

If Resolutions 11 and 12 are passed, the Company will be able to proceed with the issue of the HMS Project Shares and the Cowal Project Shares if the Company elects to part settle the Cowal Project acquisition via issue of Shares. In addition, the Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolutions 11 and 12 are not passed, the Company will not be able to proceed with the issue of the HMS Project Shares and the Cowal Project Shares and will be required to settle the Cowal Project acquisition via cash payment.

ASX Listing Rule 7.5 contains certain requirements as to the contents of a Notice sent to Shareholders for the purpose of ASX Listing Rule 7.4. Further, in accordance with the requirements of Listing Rule 7.3 the following information is provided in respect of HMS Project Shares and Cowal Project Shares:

Resolution 10 Resolution 11 Resolution 12
Party/ Allottees The Byrock Project Shares
were issued to Nimrod
Resources Limited.
The HMS Project Shares will
be issued to Mr Ian Warland
and / or nominee/s.
The Cowal Project Shares
will be issued to Rimfire
Pacific Mining Limited and /
or nominee/s.
Number of Securities to be
issued
3,230,000 fully paid ordinary
shares.
1,600,000 fully paid ordinary
shares.
$100,000 in fully paid
ordinary shares. The number
of shares will be calculated
based on the 20-day VWAP
immediately before the
issue.
Material Terms of Securities The Byrock Project Shares
rank equally with all other
Shares on issue.
The HMS Project Shares
rank equally with all other
Shares on issue.
The Cowal Project Shares
rank equally with all other
Shares on issue.
Date of issue The Byrock Project Shares
were issued on 14 February
2025.
The issue and allotment of
the HMS Project Shares may
occur within three (3) months
of the date of the Meeting.
The issue and allotment of
the Cowal Project Shares
may occur within three (3)
months of the date of the
Meeting.
Price, Consideration, Purpose The Company issued the
Byrock Project Shares as
initial consideration for an
exclusive binding Option,
Farm-in and JV agreement.
The issue of 3,230,000
Shares amounted to
$100,000 at a price of
The HMS Project Shares will
be issued as consultant
remuneration and will be
valued at the Company’s
Share price at the date of
issue.
The Company may elect to
issue the Cowal Project
Shares as part consideration
for the purchase of the
Cowal Project. The issue of
$100,000 in fully paid
ordinary shares with be
calculated based on the 20-

14

Resolution 10 Resolution 11 Resolution 12
approximately $0.031 per
Share.
day VWAP immediately
before the issue. For
example, where the relevant
VWAP is $0.017 per Share,
the Company will be
required to issue 5,882,353
Shares – representing
approximately 4.12% of the
Shares on issue.
Material terms of agreement The material terms of the
agreement with Nimrod are
detailed in the Explanatory
Notes above.
The Company has agreed to
the issue of the HMS Project
Shares as detailed in the
Explanatory Notes above.
The material terms of the
agreement with Rimfire are
detailed in the Explanatory
Notes above.

Board Recommendation : The Directors recommend that Shareholders vote in favour of Resolutions 10, 11 and 12 and advise that that they intend to vote any Shares that they own or control in favour of Resolutions 10, 11 and 12.

The Chair of the Meeting intends to vote all undirected proxies in favour of Resolutions 10, 11 and 12.

Resolution 13: Change of Company name

Since listing in 2021, the Company’s name has been Copper Search Limited, and during that time the Company’s principal focus has been copper exploration in South Australia. More recently the Company has focused its attention to other minerals and regions.

As a result of the change in focus, the Directors consider that it is appropriate for the Company to adopt a new name which is more reflective of its future direction. It is therefore proposed to change the name of the Company to “Altitude Minerals Ltd”. The Board has approved this change of name subject to the approval of Shareholders. The change will not affect the legal status of the Company.

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders present and eligible to vote (in person, by proxy, by attorney, or in the case of a Shareholder which is a corporation, by representative) (by the number of shares) must be in favour of the resolution.

If the resolution is passed, the change of name will take effect when ASIC alters the details of the Company’s registration. The proposed name has been reserved by the Company and if the resolution is passed, the Company will lodge a copy of that special resolution with ASIC in order to effect the change.

If the Resolution is not passed, the Company will not be able to effect the proposed change of name.

The Company also seeks approval under section 136(2) of the Corporations Act to amend the Company’s constitution to reflect the change of name.

Board Recommendation : The Directors recommend that Shareholders vote in favour of Resolution 13 and advise that that they intend to vote any Shares that they own or control in favour of Resolution 13.

The Chair of the Meeting intends to vote all undirected proxies in favour of Resolution 13.

15

Glossary

In the Notice of Meeting and Explanatory Notes:

ACST means Australian Central Standard Time (Adelaide time). Associate has the meaning given to that term in the Listing Rules. ASX means ASX Limited (ABN 98 008 624 691). Board means the board of Directors of Copper Search.

Broker Options means the issue of 2,000,000 Options to GBA Capital (or nominee) on the same terms as Placement Options. Byrock Project means an exclusive binding Option, Farm-in and JV agreement that allows Copper Search to earn up to a 75% interest in the Byrock Project in NSW.

Byrock Project Shares means 3,230,000 Shares as initial consideration for the Byrock Project.

Chair of the Meeting means the chairman of the Meeting.

Copper Search or the Company means Copper Search Ltd (ABN 78 650 673 500).

Corporations Act means the Corporations Act 2001 (Cth).

Cowal Project means acquisition of granted NSW tenements EL8329, EL8804 and EL9397.

Cowal Project Shares means $100,000 in Copper Search Shares - the number of shares will be calculated based on the 20-day VWAP immediately before the issue.

Director means a director of the Company.

Equity Securities or Securities has the same meaning as in the Listing Rules.

Explanatory Notes means these explanatory notes.

GBA Capital means GBA Capital Pty Ltd (ACN 643 029 123).

HMS Project means Heavy Mineral Sands identified at the Company’s Peake Project in South Australia.

HMS Project Shares means 1,600,000 Copper Search Shares.

Lead Manager means GBA Capital.

Lead Manager Agreement means the agreement between the Company and GBA Capital to manage the Placement. Listing Rules and ASX Listing Rules means the listing rules of ASX.

Meeting or General Meeting means the general meeting of Shareholders to be held at the offices of Grant Thornton, Level 3, 170 Frome Street, Adelaide SA 5000 on Friday 11 July 2025 at 9:30am ACST.

Member or Shareholder means each person registered as a holder of a Share.

Notice or Notice of Meeting means this Notice of General Meeting.

Options means options to acquire Shares.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by Shareholders entitled to vote at a general meeting of Shareholders.

Participating Allottees means, together Directors Chris Sutherland, Peter McIntyre, Tony Belperio, Greg Hall and Duncan Chessell (or their respective nominee/s).

Placement means the placement of approximately 50,000,000 Shares at 1.7 cents per Share and 25,000,000 free attaching Options issued on one for two basis with an exercise price of $0.034 and expiry of 31 July 2027 to raise approximately $850,000 as announced on 28 May 2025.

Placement Options means the unquoted Options issued pursuant to the Placement.

Placement Shares means approximately 50,000,000 Shares (subject to immaterial rounding) issued and to be issued pursuant to the Placement being the sum of Tranche 1 Placement Shares and Tranche 2 Placement Shares.

Proxy Form means the proxy form attached to this Notice of Meeting.

Resolution means a resolution referred to in this Notice.

Share means a fully paid ordinary share in the capital of the Company.

Special Resolution means a resolution passed by more than 75% of the votes cast by Shareholders entitled to vote at a general meeting of Shareholders.

Tranche 1 Placement Shares means 24,030,966 Shares allotted to applicants under the Placement.

Tranche 2 Placement Shares means 20,086,679 Shares to be allotted to applicants under the Placement following approval at the Meeting.

VWAP means the Volume Weighted Average Price of the Company’s Shares.

16

Appendix 1

Terms of Options

Exercise Period and Expiry Date

The Options are exercisable at any time on a Business Day prior to 5:00pm (Sydney time) on 31 July 2027 (Expiry Date). Options not exercised by that date will lapse.

Exercise Price

Each Option entitles the holder to acquire one (1) Share on payment of the sum of $0.034 per Option (Exercise Price) to Copper Search.

Notice of Exercise

Eligible Shareholders will receive an exercise notice at the same time that they receive a holding statement in respect of the Options ( Exercise Notice ).

Options may be exercised at any time prior to 5:00pm (Sydney time) on the Expiry Date by delivering a duly executed Exercise Notice to Copper Search, together with payment for the aggregate Exercise Price for the Options being exercised.

Options will be deemed to have been exercised at a time determined by Copper Search and in any event no earlier than Copper Search having received the aggregate Exercise Price (in cleared funds) in respect of the Options exercised in accordance with the Exercise Notice.

Some or all of the Options may be exercised at any one time or times prior to the Expiry Date. Options must be exercised in respect of a minimum of 100,000 Options except where an Option holder holds less than 100,000 Options, in which case all Options held by that Option holder must be exercised.

Shares Issued on Exercise of Options

Shares to be issued pursuant to the exercise of Options will be issued following receipt of all the relevant documents and payments (in cleared funds) and will rank equally with the then issued Shares.

Shares issued pursuant to the exercise of Options will have the same rights and liabilities as Copper Search’s existing Shares on issue as at the date of the exercise of the Options.

If the holder of any Options exercises less than the total number of Options registered in their name, Copper Search will provide the holder of any Options with a new holding statement stating the remaining number of Options registered in that holder’s name, together with a new exercise notice.

Transfer and Quotation

The Options to be issued pursuant to this Prospectus are not transferable.

Copper Search has not and will not apply to the ASX for Quotation of the Options.

Participation Rights or Entitlements

There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of securities offered to Shareholders during the term of the Options, except in their capacity as existing Shareholders.

Bonus Issues

If, prior to the expiry of the Options, Copper Search makes a bonus issue of Shares to Shareholders for no consideration, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the relevant record date for the bonus issue.

Pro-Rata Issue

If, from time to time, before the expiry of the Options, Copper Search makes a pro-rata issue of Shares to shareholders, the exercise price of the Options may be amended in accordance with ASX Listing Rule 6.22.2.

Capital reorganisation

If there is a reorganisation of the issued capital of Copper Search (including any consolidation, subdivision, reduction, or return of capital), the rights of the holder of Options shall be changed to the extent necessary to comply with the ASX Listing Rules at the time of the reorganisation.

17

for Securityholder registration.

Copper Search Limited | ABN 78 650 673 500

==> picture [176 x 58] intentionally omitted <==

Proxy Voting Form If you are attending the Meeting in person, please bring this with you

Your proxy voting instruction must be received by 9.30am (ACST) on Wednesday, 09 July 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Copper Search Limited, to be held at 9.30am (ACST) on Friday, 11 July 2025 at the offices of Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, South Australia hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. STEP 2 - Your voting direction Resolutions For Against Abstain 1 Ratification of 24,030,966 Tranche 1 Placement Shares 2 Approval to Issue 20,086,679 Tranche 2 Placement Shares 3 Approval to Issue 22,058,828 Placement Options 4 Approval to Issue 2,000,000 Broker Options to GBA Capital Pty Ltd (or its nominee(s)) 5 Approval to Issue 1,176,470 Shares and 588,235 Options to Mr Christopher Sutherland (or nominated Associate) 6 Approval to Issue 2,941,176 Shares and 1,470,588 Options to Mr Peter McIntyre (or nominated Associate) 7 Approval to Issue 1,000,000 Shares and 500,000 Options to Mr Tony Belperio (or nominated Associate) 8 Approval to Issue 588,235 Shares and 294,118 Options to Mr Greg Hall (or nominated Associate) 9 Approval to Issue 176,470 Shares and 88,235 Options to Mr Duncan Chessell (or nominated Associate) 10 Ratification of issue of 3,230,000 Byrock Project Shares 11 Approval of agreement to issue 1,600,000 HMS Project Shares 12 Approval to Issue Cowal Project Shares 13 Change of Company name

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
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