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Cobre Limited

ACN 626 241 067

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NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM

PROXY FORM

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Date of Meeting

Thursday, 26 November 2020

Time of Meeting

11.30 am (AEDT)

Place of Meeting

The AGM will be conducted as a virtual meeting, accessible online

IMPORTANT INFORMATION REGARDING COVID-19: Due to the COVID-19 pandemic, the Meeting will be held as a virtual meeting. If you are a shareholder and you wish to attend the Meeting virtually, you will need to pre-register in advance. Details on how to pre-register are contained within this Notice of Meeting.

Shareholders are strongly encouraged to lodge their proxy form in accordance with the instructions within this Notice of Meeting even if they intend to participate in the Meeting online.

Should you wish to discuss any matter relating to this Notice of Meeting please contact the Company Secretary, Justin Clyne on + 61 2 9048 8856 or via email to [email protected]

NOTICE OF ANNUAL GENERAL MEETING

Cobre Limited ( Company ) hereby gives notice of the Annual General Meeting of Shareholders to be held by virtual technology on Thursday, 26 November 2020 commencing at 11.30 am (AEDT).

Due to the COVID-19 restrictions on public gatherings and the temporary modifications to the Act under the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 (Cth), the Meeting will be held virtually and there will not be a physical meeting where shareholders can attend. Shareholders can listen and participate in the Meeting via the online platform by using:

➢ Computer, by entering the following URL in your browser: https://web.lumiagm.com
➢ Mobile device, by entering the following URL in your browser: https://web.lumiagm.com or by using the Lumi AGM app.

The meeting ID for the Meeting is: 315158748

The username is your Boardroom S reference number (which can be located on the back of your Voting Form on your Notice of Meeting email).

Your password is your postcode registered on your holding if you are an Australian shareholder. Overseas shareholders should refer to the Online Voting User Guide attached to this Notice of Meeting.

If you have been nominated as a third party proxy, or for any enquires relating to virtual participation, please contact the Company’s share registry on 1300 737 760 (within Australia) or + 61 2 9290 9600 (outside Australia).

Shareholders will be able to log in to the online platform from 10.30 am (AEDT) on the date of the Meeting.

Further information on how to participate virtually is set out in the Notice of Meeting and in the Online Voter User Guide attached.

If it becomes necessary to make further alternative arrangements for holding the Meeting, the Company will ensure that shareholders are given as much notice as possible. Further information will be made available on the Company’s website at www.cobre.com.au by clicking on the ‘Investors’ tab or the ASX.

An Explanatory Memorandum accompanies this Notice and provides additional information on the Resolutions to be considered at the Meeting. The Explanatory Memorandum forms part of this Notice and should be read in conjunction with it. We refer Shareholders to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice and the Explanatory Memorandum.

AGENDA

ITEM 1 – FINANCIAL REPORT

To receive and consider the consolidated financial report of the Company, together with the reports of the Directors and Auditor, for the year ended 30 June 2020.

Note:

There is no requirement for Shareholders to approve these reports.

ITEM 2 - ORDINARY BUSINESS

To consider and, if thought fit, pass the following Resolutions as ordinary resolutions of the Company:

Resolution 1:

Adoption of Remuneration Report

“That the Shareholders adopt the Remuneration Report for the year ended 30 June 2020.”

Voting Exclusion Statement:

In accordance with section 250R(4) of the Act, no member of the key management personnel of the Company named in the Remuneration Report or a closely related party of such a member may vote on Resolution 1.

However, in accordance with the Act, a person described above may vote on Resolution 1 if:

it is cast by such person as proxy for a person who is permitted to vote, in accordance with the direction specified on the proxy form how to vote; or
it is cast by the Chairman as proxy for a person who is permitted to vote, in accordance with an express direction specified on the proxy form to vote as the proxy decides.

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 1, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 1.

Note:

The outcome of Resolution 1 is advisory only and does not bind the Company or the Directors.

Resolution 2:

Re-election of Mr Michael Addison as a Director

“That, for the purposes of clause 40.2 of the Company’s Constitution and for all other purposes, Mr Michael Addison, who was appointed as a Director by the Board on 25 November 2019, being eligible, is re-elected as a Director of the Company.”

Resolution 3:

Re-election of Mr Michael McNeilly as a Director

“That, for the purposes of clause 40.2 of the Company’s Constitution and for all other purposes, Mr Michael McNeilly, who was appointed as a Director by the Board on 6 November 2019, being eligible, is re-elected as a Director of the Company.”

Resolution 4:

Re-election of Mr Andrew Sissian as a Director

“That, for the purposes of clause 41.1 of the Company’s Constitution and for all other purposes, Mr Andrew Sissian retires as a Director of the Company by rotation and, being eligible, is re-elected as a Director of the Company.”

ITEM 3 – SPECIAL BUSINESS

To consider and, if thought fit, pass the following Resolutions as ordinary resolutions of the Company:

Resolution 5:

Approval of Issue of Shares

“That, for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the allotment and issue of 1,550,000 Shares by Cobre Limited to Metal Tiger plc as announced to the ASX on 28 April 2020 on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person, or any associate of that person, who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity).

However, in accordance with the Listing Rules, this does not apply to a vote cast in favour of Resolution 5 by:

a person as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with the directions given to the proxy or attorney to vote on Resolution 5 in that way; or
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with a direction given to the Chair to vote on Resolution 5 as the Chair 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 Resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6:

Ratification of Prior Issue of Shares

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the prior allotment and issue of 6,160,000 Shares by Cobre Limited to Resource Assets Pty Ltd and Mr Bernard Aylward as announced to the ASX on 28 April 2020 on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 6 by a person, or any associate of that person, who participated in the issue of those Shares or is a counterparty to the agreement being approved.

However, in accordance with the Listing Rules, this does not apply to a vote cast in favour of Resolution 6 by:

a person as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with the directions given to the proxy or attorney to vote on Resolution 6 in that way; or
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with a direction given to the Chair to vote on Resolution 6 as the Chair decides.
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 Resolution 6 in accordance with directions given by the beneficiary to the holder to vote in that way.

To consider and, if thought fit, pass the following Resolution as a special resolution of the Company:

Resolution 7:

Approval for Additional Placement Capacity

“That, pursuant to and in accordance with ASX Listing Rule 7.1A, and for all other purposes, Shareholders approve the issue of Equity Securities equating to up to 10% of the issued ordinary capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

Further information in relation to these Resolutions is set out in the Explanatory Memorandum below.

Dated at Sydney, 22[nd] day of October 2020.

BY ORDER OF THE BOARD

Justin Clyne Company Secretary

NOTES

1. Explanatory Memorandum

2. Record Date

For the purposes of regulation 7.11.37 of the Corporations Regulations, the Company determines that Shareholders recorded on the Company’s register at 7.00 pm (AEDT) on Tuesday, 24 November 2020 ( Record Date ) will be entitled to attend and vote at the Meeting. If you are not the registered Shareholder in respect of a particular Share on the Record Date, you will not be entitled to vote in respect of that Share.

Given this is a virtual meeting only, you are encouraged to return the proxy form attached to this Notice in accordance with the instructions set out below.

3. Appointment of Proxies

A Shareholder entitled to attend and vote at the Meeting may appoint an individual or a body corporate as a proxy to attend the meeting and, on a poll, vote on the Shareholder’s behalf. A proxy need not be a Shareholder.

A Shareholder entitled to cast two or more votes may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Unless under Power of Attorney (of which the Company should have previously been notified), a proxy form completed by a body corporate should be executed under its common seal or in accordance with the Act. The enclosed proxy form provides further details on proxies and lodging proxy forms.

If a Shareholder appoints the Chairman of the Meeting as the Shareholder's proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that Shareholder, in favour of that item on a poll.

For Shareholders registered on the Australian register, section 250B of the Act stipulates that proxies must be delivered at least 48 hours prior to the Meeting. For the purposes of section 250B, the Board has determined that all proxies must be received by no later than 11.30 am (AEDT) Tuesday, 24 November 2020 or in the event of the meeting being adjourned at least 48 hours prior to the adjourned meeting, to the Company’s Share Registry Service Provider, Boardroom Pty Limited as follows:

By mail: Share Registry – Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 By fax: +61 2 9290 9655 In person: Share Registry – Boardroom Pty Limited, Level 12 225 George Street Sydney NSW 2000

Lodge electronically: in accordance with the instructions on the proxy form.

4. Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Act authorising him or her to act as the Company’s representative. The authority must be received by the Company at least 48 hours in advance of the Meeting.

5. How can I attend the meeting?

This meeting is being held by virtual technology only and there will be no physical meeting.

All of the Company’s shareholders are invited to attend the meeting.

➢ Computer, by entering the following URL in your browser: https://web.lumiagm.com
➢ Mobile device, by entering the following URL in your browser: https://web.lumiagm.com or by using the Lumi AGM app.

The meeting ID for the Meeting is: 315158748

The username is your Boardroom S reference number (which can be located on the back of your Voting Form on your Notice of Meeting email).

Your password is your postcode registered on your holding if you are an Australian shareholder. Overseas shareholders should refer to the Online Voting User Guide.

Shareholders will be able to log in to the online platform from 10.30 am (AEDT) on the date of the Meeting.

Further information on how to participate virtually is set out in the Notice of Meeting and in the Online Voter User Guide attached.

Valid proxies must be received by the Share Registry no later than 11:30 am (Sydney time) on Tuesday, 24 November 2020.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of the Shareholders to be held by virtual technology on Thursday, 26 November 2020 commencing at 11.30 am (AEDT).

The purpose of this Explanatory Memorandum is to assist Shareholders in determining how they wish to vote on the Resolutions. Specifically, the Explanatory Memorandum contains information to help Shareholders understand the background to, and the legal and other implications of, the Notice and the reasons for the Resolutions. The Notice and Explanatory Memorandum should be read in their entirety and in conjunction with each other.

All Resolutions except Resolution 7, which is a special resolution, are ordinary resolutions.

ORDINARY RESOLUTIONS

Resolution 1:

Remuneration Report

“That the Shareholders adopt the Remuneration Report for the year ended 30 June 2020.”

Background

The Remuneration Report is set out on pages 11 to 16 of the Company’s Annual Report for the year ended 30 June 2020, which was lodged with ASX on 18 September 2020. The Remuneration Report sets out the Company’s remuneration policy and reports on the remuneration arrangements in place for the Directors and key executives of the Company.

Section 250R(2) of the Act stipulates that the Company must propose a resolution to the Shareholders that the Remuneration Report be adopted. The outcome of the resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting at which the Directors review the Company’s remuneration policies.

At the Meeting, the Chairman must allow a reasonable opportunity for the Shareholders at the Meeting, as a whole, to ask questions about or make comments on the management of the Company or the Remuneration Report.

Under the Act:

the Company is required to disregard any votes cast on this Resolution by any member of the “Key Management Personnel” ( KMP ) of the Company named in the Remuneration Report and their closely related parties, except as directed by any proxies; and
a ‘two-strike’ process in relation to the advisory and non-binding vote on the remuneration report has been introduced. Under the two-strike process if, at two consecutive AGMs, at least 25% of votes cast on a resolution that the remuneration report be adopted are against the adoption of the report, at the second of these AGMs, there must be put to the vote a resolution that another meeting be held within 90 days at which all Directors (except the Managing Director) who were Directors when the second 25% ‘no’ vote was passed must stand for re-election.

KMP are people having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, and include Directors. “Closely related parties” include certain family members and dependents of KMP and companies they control.

This is the Company’s first AGM since listing on ASX. Accordingly, this is the first time that the Company’s remuneration report has been voted on.

Chairman as proxy

It is very important that the Shareholders appointing the Chairman as their proxy clearly indicate on the attached proxy form the way the Chairman must vote their proxy on Resolution 1. Otherwise, if the Chairman is appointed as a proxy for a person who is permitted to vote on Resolution 1 and the Shareholder does not indicate on their proxy form the way the Chairman must vote, the Chairman will vote that proxy in favour of Resolution 1. Please see the proxy form attached to the Notice for further information.

Recommendation

Noting that each Director of the Company has a personal interest in their own remuneration the subject of this Resolution, the Board does not consider it appropriate to make a recommendation to Shareholders in relation to voting on this Resolution.

Resolution 2:

Re-election of Mr Michael Addison as a Director

Information about Mr Addison

Mr Addison was appointed as a Director by the Board on 25 November 2019.

Mr Addison has a long history of involvement in the Australian and international mining industry, having been instrumental in the founding of two former ASX-listed Australian mining exploration and development companies: Endocoal Limited (formerly as Atlas Coal Limited); and Carabella Resources Limited.

Mr Addison has also held previous positions on the Boards of three other ASX-listed resource companies (Stratum Metals Limited, Intra Energy Limited and Frontier Diamonds Limited) and two unlisted public resource companies (Scott Creek Coal Limited and Northam Iron Limited). He was most recently a founding director of ASX-listed Genex Power Limited, a company focused on the origination and development of innovative clean energy generation and electricity storage solutions across Australia.

Mr Addison has deep expertise in the management and running of listed companies and an intimate working knowledge of the regulatory, legal and governance environments in which listed companies operate. He is a former Rhodes Scholar, has an Oxford University postgraduate degree in Management Studies and is a Fellow of the Australian Institute of Management.

Recommendation

The Board, with the exception of Mr Addison, unanimously recommends that the Shareholders approve Resolution 2 as each Director allowed to vote intends to do with regard to their own shareholdings in the Company.

Resolution 3:

Re-election of Mr Michael McNeilly as a Director

Information about Mr McNeilly

Mr McNeilly was appointed as a Non-Executive Director by the Board on 6 November 2019.

Mr McNeilly is the Chief Executive Officer of Metal Tiger plc (AIM:MTR) and a nominee Director of Cobre appointed by Metal Tiger. As a nominee non-executive director of MOD Resources Limited (previously ASX:MOD), he was actively involved in the Sandfire Resources NL (ASX:SFR) recommended scheme offer for MOD Resources which saw Metal Tiger receive circa 6.3 million shares in SFR. Mr McNeilly resigned from the Board of MOD as part of the scheme of arrangement.

Mr McNeilly has formerly been a non-executive director of Greatland Gold plc (AIM:GGP) and a nonexecutive director at Arkle Resources plc (AIM:ARK). Mr McNeilly serves as a director on numerous of MTR’s investment and subsidiary entities. Mr McNeilly previously worked as a corporate financier with both Allenby Capital and Arden Partners Limited (AIM:ARDN) as well as a corporate executive at Coinsilium (NEX:COIN) where he worked with early stage blockchain focussed start-ups. Mr. McNeilly studied Biology at Imperial College London and has a BA in Economics from the American University of Paris.

Recommendation

The Board, with the exception of Mr McNeilly, unanimously recommends that the Shareholders approve Resolution 3 as each Director allowed to vote intends to do with regard to their own shareholdings in the Company.

Resolution 4:

Re-election of Mr Andrew Sissian as a Director

Information about Mr Sissian

Mr Sissian is a co-founder of Cobre. Mr Sissian has extensive experience in corporate finance as a technology and finance executive, advisor and investor. Mr Sissian has worked with Wilsons and the National Australia Bank, in both Australia and Shanghai, focused on institutional banking and acquisition finance across the resources, retail and agriculture sectors.

Mr Sissian is the CEO of ‘Internet of Things’ company, Procon Telematics Pty Ltd. Mr Sissian is a CPA and holds a Masters of Accounting and a Bachelor of Commerce.

Recommendation

The Board, with the exception of Mr Sissian, unanimously recommends that the Shareholders approve Resolution 4 as each Director allowed to vote intends to do with regard to their own shareholdings in the Company.

Resolution 5:

Approval of Issue of Shares

Background

Information for Shareholders in accordance with Listing Rule 10.11

Cobre is proposing to issue a total of 1,550,000 new shares in the Company to Metal Tiger plc, the Company’s largest shareholder, subject to the approval of shareholder pursuant to Resolution 5 ( Issue ),

Listing Rule 10.11 provides that unless sone of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;

10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial
(10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Issue falls within Listing Rile 10.11.3 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Cobre’s shareholders under Listing Rule 10.11.

Resolution 5 seeks the required shareholder approval to the Issue under and for the purposes of Listing Rule 10.11.

If Resolution 5 is passed, Cobre will be able to proceed with the Issue and Metal Tiger will be issued 1,550,000 new shares in Cobre thereby increasing their shareholding from 19,350,000 to 20,900,000 Shares or 19.99% of shares on issue in Cobre after the Issue.

If Resolution 5 is not passed, Cobre will not be able to proceed with the Issue and Metal Tiger’s shareholding in Cobre will remain at 19,350,000 Shares or 18.79%.

The following information is provided in relation to Resolution 5 in accordance with Listing Rule 10.13:

The name of proposed allottee: Metal Tiger plc.
Metal Tiger plc is a substantial holder of Shares in the Company and has a nominated Director on the Company’s Board pursuant to an agreement which gives Metal Tiger plc an expectation to do so and therefore approval is required under Listing Rule 10.11.3.
Number and class of securities the Company will issue: 1,550,000 fully paid ordinary shares.
The date by which the Company will issue the securities: As soon as practicable after the AGM but in any event no later than one month after the date of the AGM.
• Issue price: $0.20 per Share.
Purpose of the issue: Metal Tiger plc will make a total subscription payment of $310,000 for the Shares. The proceeds of the issue will be applied towards, but not limited to, exploration, development, new project acquisition proceeds, due diligence and costs and general working capital purposes.
Summary of key terms of the agreement:
The issue of the placement shares to Metal Tiger plc is conditional on:
- the satisfaction of Cobre completing the acquisition of 100% of the shares in the capital of Toucan Gold Pty Ltd ACN 614 147 116 and Cobre holding 100% of the shares in Toucan following completion of those acquisitions (which has occurred); and
- the issue of the placement shares being approved by the Shareholders at the Meeting; and

Metal Tiger plc is required to transfer the total subscription payment of $310,000 to Cobre by no later than 4.00pm on the date which falls on the fifth business day after the date of the Meeting.

Directors’ Recommendation

The Board, with the exception of Mr McNeilly, unanimously recommends that the Shareholders vote in favour of the allotment and issue of Shares to Metal Tiger plc as each Director intends to do with regard to their own shareholdings in the Company.

Resolution 6:

Ratification of Prior Issue of Shares

Background

On 13 May 2020, the Company issued a total of 6,160,000 S hares pursuant to ASX Listing Rules 7.1 and 7.1A to Resource Assets Pty Ltd and Mr Bernard Aylward ( Vendors ) in part consideration for the Vendors’ 20% shareholding in Toucan Gold Pty Ltd as announced to the ASX on 28 April 2020. None of the Vendors were Related Parties of the Company.

The prior approval of Shareholders was not required in respect of the issue of the Shares as it did not exceed the 15% Restriction imposed upon listed companies by Listing Rule 7 or the additional 10% placement capacity under Listing Rule 7.1A nor were they issued to a Related Party.

If Resolution 6 is ratified by Shareholders, the issue of the 6,160,000 Shares will be excluded in calculating Cobre’s placement capacity under Listing Rule 7., effectively increasing the number of equity securities it can issues without shareholder approval over the 12 month period following the Issue Date. If Resolution 6 is not passed, the issue will be included in calculating Cobre’s 15% placement capacity under Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

Note, the Company is seeking a separate resolution (Resolution 7) by way of a special resolution for the approval of an additional 10% placement capacity. Neither Resolution 6 or 7 (or any of the Resolutions) are dependent on the other.

The Board believes that it is in the best interests of the Company to maintain the ability to issue up to its full placement capacity so that the Company retains financial flexibility and can take advantage of opportunities that may arise.

Information for Shareholders in accordance with Listing Rule 7.4

The following information is provided in relation to Resolution 6 in accordance with Listing Rule 7.5:

Number of securities allotted: The issue consisted of the issue and allotment of 6,160,000 new fully paid ordinary shares in the Company.
Deemed issue price: $0.20 per Share.
Term of the securities: The Shares were issued with the same rights as Shares already on issue in the Company and subject to the Corporations Act, the ASX Listing Rules and the Company’s Constitution.
Allottees: The Shares were issued to a Resource Assets Pty Ltd and Mr Bernard Aylward, none of whom is a Related Party of the Company.
Use of funds: No funds were raised by the Company through the issue of these Shares which was done at a deemed issue price of $0.20 per Share. The purpose of the issue of the Shares by Cobre was in consideration for the remaining 20% shareholding in Toucan Gold Pty Ltd that

Cobre did not already own. The issuing of the Shares to the vendors enabled Cobre to move from an 80% shareholding in Toucan Gold Pty Ltd to a 100% shareholding with Toucan Gold Pty Ltd then becoming a wholly owned subsidiary of Cobre from that time.

Effect if Resolution 6 is not Passed

If Resolution 6 is not passed by Shareholders, the Company will be restricted to only being able to use the balance of its placement capacity not already utilised under Listing Rule 7.1 until 12 May 2021 being the date that is 12 months from when the Company undertook the placement of shares, the subject of Resolution 6.

Directors’ Recommendation

The Board unanimously recommends that the Shareholders vote in favour of the ratification of the prior issue of the Shares as each Director intends to do with regard to their own shareholdings in the Company.

Resolution 7: Special Resolution

Approval for Additional Placement Capacity

“That, pursuant to and in accordance with ASX Listing 7.1A, and for all other purposes, Shareholders approve the issue of Equity Securities equating to up to 10% of the issued ordinary capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of their issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to subparagraph (c) below).

The Company may use the 10% Placement Facility to acquire new projects, assets or investments or for feasibility, financing, equity, construction and/or development work on its current or future projects and/or for working capital.

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company and will be issued for cash consideration only. The Company, as at the date of the Notice, has only one class of quoted Equity Securities, Ordinary Shares.

(c) Formula for calculating 10% Placement Facility Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the

date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement. Pursuant to Listing Rule 7.1B.4 this number is 96,810,688:
(A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2 which is nil;
(B) plus the number of partly paid shares that became fully paid in the 12 months which is nil;
(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4 (on the assumption that Resolutions 5 and 6 are passed at the Meeting) which is 7,710,000;
(D) less the number of fully paid shares cancelled in the 12 months which is nil.

[Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.]

D
is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue (or since the date of quotation if less than 12 months) where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

As at the date of this Notice, the Company has 102,970,688 Shares on issue and the capacity to issue:

(i) 15,678,103 Equity Securities under Listing Rule 7.1 (on the assumption Resolutions 5 and 6 are passed at the Meeting); and
(ii) subject to the passing of resolutions 5,6 and 7, a further 10,452,068 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section subparagraph (c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the time and date of the entity’s next annual general meeting; or
(iii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

Listing Rule 7.1A

The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information that has not already been provided elsewhere under the background to Resolution 7, is provided below in relation to the approval of the 10% Placement Facility as follows:

(a) If Resolution 7 is passed, Cobre will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval. If the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Options, only if the Options are exercised). There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date.

The below table shows the dilution of existing Shareholders on the basis of the market price of Shares of $0.185 and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A (2) as at Monday 12 October, 2020.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue as at the date of the Notice. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that

are approved at a future Shareholders’ meeting or already approved by shareholders; and

(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A.2		Dilution	Dilution	Dilution
		$0.0925 50% decrease in Issue Price	$0.185 Issue Price	$0.37 100% increase in Issue Price
Current Variable ‘A’ 102,970,688 Shares	10% voting dilution	10,297,069 Shares	10,297,069 Shares	10,297,069 Shares
	Funds raised	$952,478	$1,904,957	$3,809,915
50% increase in current Variable ‘A’ 154,456,032 Shares	10% voting dilution	15,445,603 Shares	15,445,603 Shares	15,445,603 Shares
	Funds raised	$1,428,718	$2,857,436	$5,714,873
100% increase in current Variable ‘A’ 205,941,376 Shares	10% voting dilution	20,594,138 Shares	20,594,138 Shares	20,594,138 Shares
	Funds raised	$1,904,957	$3,809,915	$7,619.830

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.
(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
(vii) The issue price is $0.185, being the closing price of the Shares on ASX on Monday 12 October 2020; and
(viii) Resolutions 5, 6 and 7 are passed at the Meeting.
(b) The Company may seek to issue the Equity Securities for the following purposes:
(i) to raise funds for the consideration to:
- fund exploration expenditure;
- acquire or otherwise invest into new projects or assets;

due diligence;
fund feasibility studies for existing or new projects; and/or
▪ for working capital.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including, but not limited to the following:

a. While Cobre has no present intention to raise funds under the mandate or to approach any party or parties directly to participate in any such issue, this may change depending on the success of the Company’s drilling programs and a broad range of other opportunities that may arise;
b. the number of issues Cobre may make during the 12 month mandated period and the time frame over which they will be made, which will depend on the factors in (a) above;
c. the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issues in which existing security holders can participate;
d. the effect of the issue of the Equity Securities on the control of the Company;
e. the financial situation and solvency of the Company; and
f. advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not Related Parties or associates of a Related Party of the Company.

Further, if the Company is successful in acquiring new projects, assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new projects, assets or investments.

The Company provides the following information pursuant to Listing Rule 7.3A.6(a):

The Company has not issued any equity securities in the 12 months preceding the date of meeting pursuant to Listing Rule 7.1A.2.

A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

Effect if Resolution not Passed

If Resolution 7 is not passed by Shareholders, the Company will be limited to the 15% placement capacity under Listing Rule 7.1 of the ASX Listing Rules.

Recommendation

The Directors of the Company believe that Resolution 7 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Special Resolution.

GLOSSARY

A$ and $ means a dollar in the currency of the Commonwealth of Australia.

Act means the Corporations Act 2001 (Cth).

AEDT means Australian Eastern Daylight Savings Time.

AGM means an annual general meeting of the Company held in accordance with the Act.

ASIC means the Australian Securities & Investments Commission.

ASX means the Australian Securities Exchange.

Chairman or Chair means the chairman of the Meeting.

Company means Cobre Limited ACN 626 241 067.

Equity Securities includes a Share, a right to a Share or Option, a convertible security and any other security that ASX decides to classify as an Equity Security.

Listing Rules means the official listing rules of ASX.

Meeting means the AGM convened by this Notice.

Notice means this document, including the Explanatory Memorandum.

Options mean an option in the Company to acquire Shares.

Related Party has the meaning given in ASX Listing Rule 19.12.

Resolutions means Resolution 1, Resolution 2, Resolution 3, Resolution 4, Resolution 5 Resolution 6 and Resolution 7 set out in this Notice to be considered at the Meeting and Resolution means any one of them.

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

Shareholder means a holder of Shares in the capital of the Company.

Special Resolution means Resolution 7 to be considered at the Meeting.

Trading Day means a day on which ASX is open for trading.

Online Voting User Guide

Getting Started

In order to participate in the meeting, you will need to download the App onto your smartphone device. This can be downloaded from the Google Play Store™ or the Apple® App Store by searching by app name “Lumi AGM” .

Alternatively, Lumi AGM can be accessed using any web browser on a PC, tablet or smartphone device. To use this method, please go to https://web.lumiagm.com .

To log in to the portal, you will need the following information:

Meeting ID: 315158748

	Meeting ID: 315158748
Australian	Username(Boardroom internal S reference number*) andPassword(postcode of your
Residents	registered address).*Boardroom internal S Reference number can be located on the back
	of your proxy form or on your notice of meeting email)
Overseas	Username (Boardroom internal S reference number*) and Password (three-character
Residents	country code e.g. New Zealand – NZL)
	A full list of country codes can be found at the end of this guide.
Appointed	To receive your Username and Password, please contact our share registry, Boardroom Pty
Proxy	Ltd on1300 737 760or+61 2 9290 9600between 8:30am to 5:30pm (AEST) Monday to
	Friday.

To join the meeting, you will be required to enter the above unique 9-digit meeting ID above and select ‘ Join ’. To proceed to registration, you will be asked to read and accept the terms and conditions.

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If you are a Shareholder , select ‘I have a login’ and enter your Username (Boardroom internal S reference number) and Password (postcode or country code). If you are a Proxy holder you will need to enter the unique Username and Password provided by Boardroom and select ‘ Login ’.

If you are not a Shareholder, select ‘I am a guest’. You will be asked to enter your name and email details, then select ‘Enter’. Please note, guests are not able to ask questions at the meeting.

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Navigating

Once you have registered, you will be taken to the homepage which displays your name and meeting information.

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To activate the webcast, please click on the Broadcast bar at the bottom of the screen. If prompted, you may have to click the play button in the window to initiate the broadcast.

Once you select to view the webcast from a smartphone it can take up to approximately 30 seconds for the live feed to appear on some devices. If you attempt to log into the app before the Meeting commences, a dialog box will appear.

NOTE: We recommend once you have logged in, you keep your browser open for the duration of the meeting. If you close your browser you will be asked to repeat the log in process.

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To ask a Question

If you would like to ask a question:

Select the question icon
Compose your question.
Select the send icon
You will receive confirmation that your question has been received.

The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the Meeting.

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To Vote

If you would like to cast a vote:

When the Chair declares the polls open, the resolutions and voting choices will appear.
Press the option corresponding with the way in which you wish to vote.
Once the option has been selected, the vote will appear in blue.
If you change your mind and wish to change your vote, you can simply press the new vote or cancel your vote at any time before the Chair closes the polls.
Upon conclusion of the meeting the home screen will be updated to state that the meeting is now closed.

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Need help? If you require any help using this system prior to or during the Meeting, please call 1300 737 760 or +61 2 9290 9600 so we can assist you.

Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABW Aruba AFG Afghanistan AGO Angola AIA Anguilla ALA Aland Islands ALB Albania AND Andorra ANT Netherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASM American Samoa ATA Antarctica ATF French Southern ATG Antigua & Barbuda AUS Australia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BEN Benin BFA Burkina Faso BGD Bangladesh BGR Bulgaria BHR Bahrain BHS Bahamas BIH Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOL Bolivia BRA Brazil BRB Barbados BRN Brunei Darussalam BTN Butan BUR Burma BVT Bouvet Island BWA Botswana CAF Central African Republic CAN Canada CCK Cocos (Keeling) Islands CHE Switzerland CHL Chile CHN China CIV Cote D’ivoire CMR Cameroon COD Democratic Republic of Congo COK Cook Islands COL Colombia COM Comoros CPV Cape Verde CRI Costa Rica CUB Cuba CYM Cayman Islands CYP Cyprus CXR Christmas Island CZE Czech Republic DEU Germany DJI Djibouti DMA Dominica DNK Denmark DOM Dominican Republic	DZA Algeria ECU Ecuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FRO Faroe Islands FSM Micronesia GAB Gabon GBR United Kingdom GEO Georgia GGY Guernsey GHA Ghana GIB Gibraltar GIN Guinea GLP Guadeloupe GMB Gambia GNB Guinea-Bissau GNQ Equatorial Guinea GRC Greece GRD Grenada GRL Greenland GTM Guatemala GUF French Guiana GUM Guam GUY Guyana HKG Hong Kong HMD Heard & Mcdonald Islands HND Honduras HRV Croatia HTI Haiti HUN Hungary IDN Indonesia IMN Isle Of Man IND India IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ISM British Isles ISL Iceland ISR Israel ITA Italy JAM Jamaica JEY Jersey JOR Jordan JPN Japan KAZ Kazakhstan KEN Kenya KGZ Kyrgyzstan KHM Cambodia KIR Kiribati KNA St Kitts And Nevis KOR Korea Republic of KWT Kuwait LAO Lao Pdr LBN Lebanon	LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MAC Macao MAF St Martin MAR Morocco MCO Monaco MDA Republic Of Moldova MDG Madagascar MDV Maldives MEX Mexico MHL Marshall Islands MKD Macedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMR Myanmar MNE Montenegro MNG Mongolia MNP Northern Mariana Islands MOZ Mozambique MRT Mauritania MSR Montserrat MTQ Martinique MUS Mauritius MWI Malawi MYS Malaysia MYT Mayotte NAM Namibia NCL New Caledonia NER Niger NFK Norfolk Island NGA Nigeria NIC Nicaragua NIU Niue NLD Netherlands NOR Norway Montenegro NPL Nepal NRU Nauru NZL New Zealand OMN Oman PAK Pakistan PAN Panama PCN Pitcairn Islands PER Peru PHL Philippines PLW Palau PNG Papua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of PRT Portugal PRY Paraguay PSE Palestinian Territory Occupied PYF French Polynesia QAT Qatar Re REU Reunion	ROU Romania
			RUS Russian Federation
			RWA Rwanda
			SAU Saudi Arabia Kingdom Of
			SDN Sudan
			SEN Senegal
			SGP Singapore
			SGS Sth Georgia & Sth Sandwich Isl
			SHN St Helena
			SJM Svalbard & Jan Mayen
			SLB Solomon Islands
			SCG Serbia & Outlying
			SLE Sierra Leone
			SLV El Salvador
			SMR San Marino
			SOM Somalia
			SPM St Pierre And Miquelon
			SRB Serbia
			STP Sao Tome And Principe
			SUR Suriname
			SVK Slovakia
			SVN Slovenia
			SWE Sweden
			SWZ Swaziland
			SYC Seychelles
			SYR Syrian Arab Republic
			TCA Turks & Caicos Islands
			TCD Chad
			TGO Togo
			THA Thailand
			TJK Tajikistan
			TKL Tokelau
			TKM Turkmenistan
			TLS East Timor
			TMP East Timor
			TON Tonga
			TTO Trinidad & Tobago
			TUN Tunisia
			TUR Turkey
			TUV Tuvalu
			TWN Taiwan
			TZA Tanzania United Republic of
			UGA Uganda
			UKR Ukraine
			UMI United States Minor
			URY Uruguay
			USA United States of America
			UZB Uzbekistan
			VNM Vietnam
			VUT Vanuatu
			WLF Wallis & Futuna
			WSM Samoa
			YEM Yemen
			YMD Yemen Democratic
			YUG Yugoslavia Socialist Fed Rep
			ZAF South Africa
			ZAR Zaire
			ZMB Zambia
			ZWE Zimbabwe

All Correspondence to:

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 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:30am (AEDT) on Tuesday 24 November 2020.  TO VOTE ONLINE STEP 1: VISIT https://www.votingonline.com.au/cbe2020agm STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM Indicate who you want to appoint as your Proxy. The form must be signed as follows: If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: appoint someone other than the Chair of the Meeting as your proxy please write the full Joint Holding name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space. when you return it. Companies: Appointment of a Second Proxy You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to Secretary, this form should be signed by that person. appoint a second proxy, an additional Proxy Form may be obtained by contacting the signing in the appropriate place. company’s securities registry or you may copy this form.

For your vote to be effective it must be recorded before 11:30am (AEDT) on Tuesday 24 November 2020.

BY SMARTPHONE

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STEP 1: VISIT https://www.votingonline.com.au/cbe2020agm

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)

STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: This form is to be signed by the securityholder. appoint someone other than the Chair of the Meeting as your proxy please write the full Joint Holding : where the holding is in more than one name, all the securityholders should name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with not be a securityholder of the company. Do not write the name of the issuer company or the the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form registered securityholder in the space. when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:30am (AEDT) on Tuesday 24 November 2020. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/cbe2020agm  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Cobre Limited ACN 626 241 067

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Cobre Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held Virtually on Thursday, 26 November 2020 at 11:30am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1 I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company. The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution. STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Mr Michael Addison as a Director Resolution 3 Re-election of Mr Michael McNeilly as a Director Resolution 4 Re-election of Mr Andrew Sissian as a Director Resolution 5 Approval of Issue of Shares Resolution 6 Ratification of Prior Issue of Shares

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1 I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

For Against Abstain*

Resolution 7 Approval for Additional Placement Capacity

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Sole Director and Sole Company Secretary

Securityholder 2

Director

Securityholder 3 Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2020

AI assistant

COBRE LIMITED — AGM Information 2020

64610_rns_2020-10-22_512de639-c224-4b74-95aa-abdaca3ddb12.pdf

Cobre Limited

ACN 626 241 067

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM

PROXY FORM

Date of Meeting

Time of Meeting

Place of Meeting

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ITEM 1 – FINANCIAL REPORT

Note:

ITEM 2 - ORDINARY BUSINESS

Resolution 1:

Adoption of Remuneration Report

Voting Exclusion Statement:

Chairman appointed as proxy:

Note:

Resolution 2:

Re-election of Mr Michael Addison as a Director

Resolution 3:

Re-election of Mr Michael McNeilly as a Director

Resolution 4:

Re-election of Mr Andrew Sissian as a Director

ITEM 3 – SPECIAL BUSINESS

Resolution 5:

Approval of Issue of Shares

Voting Exclusion Statement:

Resolution 6:

Ratification of Prior Issue of Shares

Voting Exclusion Statement:

Resolution 7:

Approval for Additional Placement Capacity

BY ORDER OF THE BOARD

NOTES

1. Explanatory Memorandum

2. Record Date

3. Appointment of Proxies

4. Corporate Representative

5. How can I attend the meeting?

EXPLANATORY MEMORANDUM

ORDINARY RESOLUTIONS

Resolution 1:

Remuneration Report

Background

Chairman as proxy

Recommendation

Resolution 2:

Re-election of Mr Michael Addison as a Director

Information about Mr Addison

Recommendation

Resolution 3:

Re-election of Mr Michael McNeilly as a Director

Information about Mr McNeilly

Recommendation

Resolution 4:

Re-election of Mr Andrew Sissian as a Director

Information about Mr Sissian

Recommendation

Resolution 5:

Approval of Issue of Shares

Background

Information for Shareholders in accordance with Listing Rule 10.11

10.11.1 a related party;

Directors’ Recommendation

Resolution 6:

Ratification of Prior Issue of Shares

Background

Information for Shareholders in accordance with Listing Rule 7.4

Effect if Resolution 6 is not Passed

Directors’ Recommendation

Resolution 7: Special Resolution

Approval for Additional Placement Capacity

Description of Listing Rule 7.1A

(d) Listing Rule 7.1 and Listing Rule 7.1A

(e) Minimum Issue Price

(f) 10% Placement Period

( 10% Placement Period ).

COBRE LIMITED AGM Information 2020