COBRE LIMITED — Share Issue/Capital Change 2020

Jan 28, 2020

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COBRE UNLISTED OPTIONS SCHEME TERMS (THE SCHEME)

Each Cobre Unlisted Option has the following terms and conditions:

• (a) Each Unlisted Option entitles the Unlisted Optionholder to acquire one (1) ordinary fully paid share ( Share ) in Cobre Pty Ltd (the Company) when validly exercised, subject to the payment of the Exercise Price;

• (b) The Unlisted Options are exercisable at any time on or prior to 5.00 pm (AEDT or AEDT as applicable at the time) on 24 September 2024) ( Unlisted Option Exercise Period ) by completing an Option Exercise Form and delivering it together with the payment of the Exercise Price in respect of each of the Unlisted Options to be exercised, to the registered office of the Company or to the share registry of the Company;

• (c) Each Unlisted Option Exercise Price is the greater of AUD $0.20 or the market value of a Company Share on the date of grant of the Unlisted Option, and is subject to the re-organisation of the Company’s capital as per clauses (h) and (i) below ( Exercise Price );

• (d) Unlisted Options are subject to disposal restrictions and may not be sold, transferred, encumbered or otherwise dealt with, and any such purported dealings will result in the Unlisted Options lapsing,

• (e) Shares issued on the exercise of the Unlisted Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and receipt of the Exercise Price by the Company in respect of each Unlisted Option exercised;

  • (f) Shares allotted pursuant to the exercise of an Unlisted Option will be Restricted Shares and will rank equally with the then issued ordinary shares of the Company in all respects and, if the Company becomes listed on the ASX or another exchange, the Company undertakes to seek quotation on the exchange of the Shares. Restricted Shares are subject to disposal restrictions, such that they may not be sold, transferred, encumbered or otherwise dealt with until the elapsing of the Minimum Holding Period, which is the period starting when the Unlisted Option is acquired and ending at the earlier of:

    • i. 3 years later, or such earlier time as the Commissioner allows if the Commissioner is satisfied that:

      • a. the operators of this scheme intended for subsection (4) of section 83A.45 of the Income Tax Assessment Act 1997 (the Tax Act) to apply to the interest during the 3 years after that acquisition of the interest; and

      • b. at the earlier time that the Commissioner allows, all membership interests in the Company were disposed of under the scheme; and

    • ii. when the acquirer of the interest ceases being employed by the Company,

In order to enforce the disposal restrictions applicable to Restricted Shares, the Company will not allow any changes (subsequent to first allocation to the Participant following exercise) to the register of the Company’s Shares maintained by the Company, in respect of Restricted Shares, during the Minimum Holding Period, and any such changes (should they be erroneously made), will be deemed to be void.

• (g) Unlisted Options are not entitled to dividends, voting rights, or to participate in new issues of securities in the Company. However, Shares and Restricted Shares received following the exercise of Unlisted Options will have the same entitlements ascribed to ordinary Shares. In the case of the Company making an offer to issue Shares to existing shareholders, Unlisted

Cobre Pty Ltd Unlisted Options Scheme Drafted 2019

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Optionholders shall be afforded the period of at least fourteen (14) business days prior to and inclusive of the record date (to determine entitlements to the new issue) to exercise their Unlisted Options.

• (h) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Unlisted Optionholder will be changed/varied to the extent necessary to comply with the Corporations Act and/or the ASX Listing Rules (if applicable) applying to the reconstruction of capital at the time of the reconstruction. Such variations will be limited to those necessary to ensure that Unlsited Optionholders are neither advantaged nor disadvantaged by the reconstruction. Other than a reconstruction of the capital of the Company, the exercise price or number of underlying Options will not change;

• (i) In the case of take-over offer(s) for the Company prior to the exercise of Unlisted , Unlisted Optionholders shall be afforded the period of at least fourteen (14) business days prior to and inclusive of the record date (to determine entitlements to the take-over offer) to exercise their Unlisted Options. Unlisted Options which are not exercised and not separately acquired under a take-over offer, will lapse unless otherwise specified as a condition of the take-over offer;

• (j) If there is a bonus issue to Shareholders of the Company, the number of Shares over which the Unlisted Option is exercisable will be increased by the number of Shares which the holder of the Unlisted Option would have received if the Unlisted Option had been exercised before the record date for the bonus issue;

• (k) The Company will issue written reminder notices to the Unlisted Optionholder at least five (5) business days prior to the expiry of the Unlisted Option Exercise Period;

• (l) Unlisted Options not exercised before the expiry of the Unlisted Option Exercise Period will lapse;

• (m) The Unlisted Options will be recorded on the Company’s register of Optionholders maintained at the Company’s share registry. The register will be open for inspection by an Unlisted Optionholder free of charge. Shares to be allotted on exercise of Unlisted Options will be recorded on the Company’s share register;

• (n) The Company will not make an application for Official Quotation of the Unlisted Options on ASX;

• (o) The Unlisted Optionholder, if appearing on the Company’s register of Optionholders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders of the Company in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings; and

• (p) The Unlisted Options do not confer any rights to the holder in respect of:

  • a. any dividend declared by the Company;

  • b. voting at meetings of the Company; and

  • c. the surplus profits or assets of the Company upon a winding up;

• (q) Unlisted Optionholders have the right to attend any general meeting of the Company but, not to vote or to move or second any resolution or speak in any meeting except in a resolution which directly affects any of the rights, privileges or conditions attaching to the unlisted options or the

Cobre Pty Ltd Unlisted Options Scheme Drafted 2019

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exercise and enjoyment of such rights, privileges or conditions, in the event of which each Unlisted Option shall confer on its holder one vote on a show of hands and one vote on a poll.

• (r) Subdivision 83A-B of the Tax Act applies to the Scheme including to all Unlisted Options granted under the Scheme and all Shares that arise from the exercising of Unlisted Options. In particular, the provisions of this subdivision relating to start-ups are intended to apply. As at the time of the invitation to participate in the Scheme the Company met the requirements for this treatment to apply including that:

  • a. the Company is not listed on the ASX or any other exchange,

  • b. the “first Company” as defined in section 83A.33 subsection (3) of the Tax Act has been incorporated for less than 10 years, and

  • c. the Company’s aggregate turnover does not exceed $50 million in the most recent income year before the issuing of the Unlisted Options under the Scheme.

Cobre Pty Ltd Unlisted Options Scheme Drafted 2019