COPPERMOLY LIMITED — AGM Information 2021

Oct 25, 2021

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Dear Shareholder,

2021 ANNUAL GENERAL MEETING -COVID-19 ARRANGEMENTS

Coppermoly Limited (“the Company”) advises that the 2021 Annual General Meeting of the shareholders of the Company is scheduled to be held as a hybrid meeting on 26 November 2021 at 11.00am Brisbane time. Shareholders may attend in person at the Company’s head office at Unit 2, 2 Morrow Street, Taringa QLD 4068 (subject to any COVID-19 restrictions that may be in force at that time) or by virtual technology.

In accordance with the temporary modifications to the Corporations Act under the The Treasury Laws Amendment (2021 Measures No. 1) Act , hard copies of the Notice of the 2021 Annual General Meeting are not being mailed to shareholders. The Notice of the 2021 Annual General Meeting can be viewed and downloaded at www.coppermoly.com.au and through the Company’s announcement page on ASX by searching the code “COY”.

The health and safety of shareholders, Company personnel, and other stakeholders, is the highest priority in the current circumstances resulting from COVID-19. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Directors at the time of the Notice of the 2021 Annual General Meeting, the Company intends to give Shareholders to participate in the meeting virtually on an online platform provided by the Company’s share registry.

More information regarding virtual attendance at the Annual General Meeting (including how to vote and ask questions virtually during the meeting) is set out in the Virtual Meeting Guide at www.coppermoly.com.au.

Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairman as your proxy before 11.00am on 24[h] November 2021. Your personalised Proxy Form is enclosed for your convenience. Please complete and return the attached Proxy Form to the Company’s share registry in accordance with the instructions set out in the Proxy Form.

The notice of meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional advisor. If you have any difficulties obtaining a copy of the Notice of Meeting, please contact the Company’s share registry Boardroom Pty Limited on + 1 300 737 760.

The Company will continue to closely monitor guidance from the Federal and State Governments for any impact on the proposed arrangements for the Annual General Meeting. If any changes are required, the details will be made available on our website at www.coppermoly.com.au.

Authorised by the Board of Coppermoly Limited.

For further information please contact:

Stephen Kelly Company Secretary + 61 415 719 695 skelly@coppermoly.com.au

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All Correspondence to:

 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 11:00am (AEST) on Wednesday, 24 November 2021.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/coyagm2021 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form 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 11:00am (AEST) on Wednesday, 24 November 2021. 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/coyagm2021

• 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

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Coppermoly Limited ACN 126 490 855

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 Coppermoly 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 at Coppermoly’s head office at Unit 2, 2 Morrow Street, Taringa QLD 4068 or virtually via https://web.lumiagm.com/326-797-822 on Friday, 26 November 2021 at 11:00AM (AEST) 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 Resolutions 1, & 3-7; I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1, & 3-7 are 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 Resolutions 1, & 3-7). 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 calculatingthe required majorityif a poll is called.

For Against Abstain*

Resolution 1 To Adopt the Remuneration Report Resolution 2 Re-election of Director, Mr Xuan Jian Resolution 3 Issue of Shares to Director – Kevin Grice Resolution 4 Issue of Shares to Director – Lin Zule Resolution 5 Issue of Shares to Director – Jincheng Yao Resolution 6 Issue of Shares to Director – Xuan Jian Resolution 7 Issue of Shares to Director – Wanfu Huang Resolution 8 Approval of additional 10% placement capacity Resolution 9 Adoption of New Constitution

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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 / / 2021

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ACN 126 490 855

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

Date of Meeting

26 November 2021

Time of Meeting

11.00 am (Brisbane time)

Place of Meeting

Shareholders may attend physically at the Company’s head office at Unit 2, 2 Morrow Street, Taringa QLD 4068 or virtually via the Lumi AGM platform following the instructions contained in this Notice of Meeting.

Due to the COVID-19 pandemic, the Meeting will be held as a hybrid meeting – both in person at the Company’s head office and virtually are contained within this Notice of Meeting.

Due to the uncertainty created by the COVID-19 pandemic, 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 or by attending in person.

T his Notice of Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

HOW TO PARTICIPATE IN THE 2021 AGM

Consistent with the Corporations Act 2001 (Cth) (as modified by the Treasury Laws Amendment (2021 Measures No.1 Bill) 2021), the Board has determined to conduct the Meeting as a hybrid meeting to facilitate Shareholder participation.

Shareholders or their validly appointed proxies may, subject to any COVID-19 related restrictions that are in force at the time of the meeting, physically attend the Meeting at the Company’s head office situated at Unit 2, 2 Morrow Street Taringa QLD 4068.

The Meeting will also be accessible to all Shareholders via a live webinar which will allow Shareholders to participate in the meeting virtually. To register and access the Meeting by webinar, Shareholders should register by copying the link below to their web browser:

https://web.lumiagm.com and entering the Meeting ID: 326-797-822 .

Further instructions are included in the Online Voting User Guide attached to this Notice of Meeting.

If a Shareholder chooses to participate in the Meeting via the live webinar, they will be able to view the Meeting live, lodge a direct vote in real time and ask questions online.

Shareholders participating virtually will be able to submit poll votes immediately after the Chair calls for a vote on each Resolution and up to the close of the Meeting.

More information regarding online participation in the Meeting (including how to vote and ask questions online during the Meeting) is available in the User Guide. The User Guide is attached to this Notice of Meeting, will be lodged with the ASX and will be available on our website.

Coppermoly Limited Notice of Meeting

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting ( Meeting ) of the Shareholders of Coppermoly Limited ACN 126 490 855 ( Company ) will be held on 26 November 2021, commencing at 11.00am (Brisbane time). The meeting will be conducted as a hybrid meeting with Shareholders able to attend in person at the Company’s head office or virtually via the Lumi AGM online platform.

An online version of the Company’s 2021 Annual Report can be downloaded or viewed at www.coppermoly.com.au. The 2021 Annual Report has also been sent by post to those Shareholders who have previously elected to receive a hard copy.

This Notice of Meeting incorporates, and should be read together with, the accompanying Explanatory Memorandum and Proxy Form. Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in both this Notice of Meeting and the Explanatory Memorandum.

ORDINARY BUSINESS

Receipt of financial statements and reports

To receive and consider the Directors’ report, the Auditor’s report and the financial statements of the Company for the financial year ended 30 June 2021.

Resolutions

1. Adoption of Remuneration Report (non-binding resolution)

To consider and if thought fit, pass, with or without amendment, the following Resolution as an ordinary Resolution under section 250R (2) of the Corporations Act:

• “That the Remuneration Report for the financial year ended 30 June 2021 as set out in the Company’s 2021 Annual Report be adopted.’

Note : Under the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company. However, if 25% or more votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at that second annual general meeting on an additional resolution on whether another meeting should be held at which all of the Directors, other than the Managing Director, must stand for re- election. Please see the Explanatory Memorandum for further information.

Voting Exclusion:

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the person is the Chair of the Meeting and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on the Resolution; and

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• (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

2. Re-election of Director, Mr Xuan Jian

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

“That Mr Xuan Jian, who retires as a Director of the Company pursuant to rule 15.4 of the Company’s Constitution and being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

3. Issue of Shares to Director – Kevin Grice

To consider and if thought fit, 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, approval is given for the Company to issue Shares in the Company up to the value of $40,000 to Mr Kevin Grice and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) Mr Kevin Grice (and his nominee) 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); or

• (b) an associate of that person or persons .

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

• (a) 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

• (b) 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 to vote on the resolution as the chair decides; or

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

• (i) 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

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Issue of Shares to Director – Lin Zule

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, approval is given for the Company to issue Shares in the Company up to the value of $40,000 to Mr Lin Zule and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum.”

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Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) Mr Lin Zule (and his nominee) 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); or

• (b) an associate of that person or persons .

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

• (a) 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

• (b) 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 to vote on the resolution as the chair decides; or

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

• (i) 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

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Issue of Shares to Director – Jincheng Yao

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, approval is given for the Company to issue Shares in the Company up to the value of $40,000 to Mr Jincheng Yao and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) Mr Jincheng Yao (and his nominee) 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); or

• (b) an associate of that person or persons .

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

• (a) 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

• (b) 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 to vote on the resolution as the chair decides; or

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

• (i) 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

• (ii) 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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6. Issue of Shares to Director – Xuan Jian

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, approval is given for the Company to issue Shares in the Company up to the value of $40,000 to Mr Xuan Jian and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) Mr Xuan Jian (and his nominee) 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); or

• (b) an associate of that person or persons .

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

• (a) 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

• (b) 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 to vote on the resolution as the chair decides; or

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

• (i) 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

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Issue of Shares to Director – Wanfu Huang

To consider and if thought fit, 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, approval is given for the Company to issue Shares in the Company up to the value of $100,000 to Dr Wanfu Huang and / or his nominees in accordance with the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) Dr Wanfu Huang (and his nominee) 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); or

• (b) an associate of that person or persons .

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

• (a) 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

• (b) 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 to vote on the resolution as the chair decides; or

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

• (i) 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

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

SPECIAL BUSINESS

8 Approval of additional 10% placement capacity

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

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

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) any 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); or

• (b) an associate of that person or persons .

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

• (a) a person or 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

• (b) 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 to vote on the resolution as the chair decides; or

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

• (i) 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

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

9 Adoption of New Constitution

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

“That, for the purposes of section 136 of the Corporations Act and for all other purposes, the existing constitution of the Company be revoked and the Proposed New Constitution be adopted as the Company’s constitution.”

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ATTENDANCE AND VOTING AT THE MEETING

COVID-19 and attendance at the Meeting

In light of the current global outbreak of the Coronavirus (COVID-19) and the implementation of social distancing requirements and the restriction imposed by State Governments on gatherings of individuals and inter and intra state travel, the Board of Coppermoly Limited has decided that special arrangements will apply for the Meeting.

As it is possible that COVID-19 related restrictions may prevent some or all Shareholders from attending the Meeting in person should they choose to do so, the Meeting will be conducted as a hybrid meeting with Shareholders able to attend in person or virtually via a live webinar, further details of which are set out below.

Questions

Shareholders may submit questions to the Company in advance of the Meeting. Questions must be submitted via email to the Company Secretary at skelly@coppermoly.com.au. Shareholders will also have the opportunity to submit questions during the meeting in respect to the formal items of business to be conducted at the Meeting.

Webinar

To register and access the Meeting by webinar, Shareholders should register by copying the link below to their web browser:

https://web.lumiagm.com and entering the Meeting ID: 326-797-822

Voting

Online voting registration will commence 30 minutes prior to the start of the meeting. For full details on how to log on and vote online, please refer to the user guide attached to this document, or it can be accessed at www.coppermoly.com.au

Voting entitlement

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that Shareholders who are on the Company’s share register at 7.00pm (Brisbane time) on Monday 22 November 2021 shall, for the purposes of the Meeting, be entitled to attend and vote at the Meeting.

If you are not the registered holder of a relevant Share at that time, you will not be entitled to vote at the Meeting.

Voting at the Meeting

Ordinary resolutions require the support of more than 50% of the votes cast. Special resolutions require the support of at least 75% of the votes cast. Resolution 8 and 9 are Special Resolution; all other resolutions are ordinary resolutions.

The passing of each Resolution arising at this meeting will be decided by a poll. Upon a poll, every person who attends the physical meeting or online in person or by proxy, corporate representative, or attorney, will have one vote for each Share held by that person.

Shareholders are strongly urged to vote by proxy prior to the meeting and to appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how their vote is to be exercised on each Resolution. The Chair of the meeting MUST follow the Shareholder’s instructions. Instructions for voting by proxy are set out below.

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Shareholders participating virtually will be able to submit poll votes immediately after the Chair declares voting open and up to the close of the Meeting. This means that the outcome of each Resolution will not be able to be determined until after the conclusion of the Meeting to allow the Company Secretary sufficient time to finalise the counting of poll votes submitted.

Voting by proxy

A Shareholder who is entitled to attend and vote at this Meeting may appoint a proxy to attend and vote on the Shareholder’s behalf. A proxy need not be a Shareholder. If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise.

A Proxy Form accompanies this Notice. To be valid, the Proxy Form must be received no later than 11.00 am (Brisbane time) on 24 November 2021, being 48 hours prior to the commencement of the Meeting.

To record a valid proxy vote, a Shareholder will need to take the following steps:

• (a) To vote online, follow the instructions on the Proxy Form

OR

• (b) complete and lodge the Proxy Form at the share registry of the Company, Boardroom Pty Limited:

• (i) by post at the following address: Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

OR

• (ii) by hand at the following address: Boardroom Pty Limited Level 12, 225 George Street SYDNEY NSW 2000

• (c) complete and lodge the Proxy Form at the share registry of the Company, Boardroom Pty Limited by facsimile on + 61 2 9290 9655.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on each of the Resolutions by marking either For , Against or Abstain on the voting form for each item of business. As explained further below, your vote on Resolution 1 may not be counted if you do not direct your proxy how to vote.

Pursuant to section 250BB of the Corporations Act, an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e., as directed);

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must only vote on a poll;

• (c) if the proxy is the Chair of the meeting at which the Resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e., as directed); and

• (d) if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e., as directed).

Under section 250BC of the Corporations Act, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular Resolution at a meeting of a company's members;

• (b) the appointed proxy is not the Chair of the meeting;

• (c) at the meeting, a poll is duly demanded on the Resolution; and

• (d) either of the following applies:

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• (i) the proxy is not recorded as attending the meeting;

• (ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution at the meeting.

Undirected proxies

Please note that if the Chair of the Meeting is appointed as your proxy (or becomes your proxy by default), you expressly authorise the Chair to exercise your proxy on Resolution even though they may be connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company, which includes the Chair. If you appoint the Chair as your proxy, you can direct the Chair to vote for or against or abstain from voting on any of Resolutions by marking the appropriate box on the Proxy Form.

The Chair intends to vote undirected proxies in favour of each item of business.

Please also note that if you appoint a Director or a member of the Key Management Personnel (or their Closely Related Parties) as your proxy, in accordance with section 250R (5) of the Corporations Act you must direct your proxy how to vote on Resolution 1 and Resolutions 3 to 7 inclusive otherwise your vote will not be counted. Follow the instructions on the proxy form to direct your proxy how to vote.

Voting by corporate representative

A Shareholder or proxy that is a corporation and entitled to attend and vote at the Meeting may appoint an individual to act as its corporate representative.

Evidence of the appointment of a corporate representative must be in accordance with section 250D of the Corporations Act and be lodged with the Company before the Meeting or at the registration desk on the day of the Meeting.

Voting by attorney

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder’s behalf.

An attorney need not be a holder of Shares.

An instrument conferring the power of attorney or a certified copy of the authority must be produced to the Company at least 24 hours prior to the commencement of the Meeting.

DATED 20 October 2021

BY ORDER OF THE BOARD COPPERMOLY LIMITED

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STEPHEN KELLY COMPANY SECRETARY

Coppermoly Limited Notice of Meeting

Page 10 of 27

EXPLANATORY MEMORANDUM

IMPORTANT NOTICE

This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of Shareholders of Coppermoly Limited to be held on 26 November 2021 at 11.00 am (Brisbane time). This Explanatory Memorandum is to assist Shareholders in understanding the background to, and the legal and other implications of, the Notice and the reasons for the Resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.

Other than the information set out in this Explanatory Memorandum, the Directors believe that there is no other information that could reasonably be required by Shareholders to consider the Resolutions.

If you are in doubt about what to do in relation to the Resolutions, you should consult your financial or other professional adviser.

Words or expressions used in the Notice of Meeting and in this Explanatory Memorandum are defined in the Glossary. Unless otherwise stated, all references to sums of money, ‘$’ and ‘dollars’ are references to Australian currency.

This Explanatory Memorandum is dated 20 October 2021.

BACKGROUND TO THE RESOLUTIONS

ORDINARY BUSINESS

Receipt of financial statements and reports

This item does not require voting by Shareholders. It is intended to provide an opportunity for Shareholders to raise questions on the financial statements and reports. The Company’s auditor will be present at the Meeting and available to answer any questions.

In addition to asking questions at the Meeting, Shareholders may address written questions to the Chair of the Meeting about the management of the Company or to the Company’s Auditor, BDO Audit Pty Ltd, if the question is relevant to:

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the content of the Auditor’s report; or

the conduct of its audit of the financial statements to be considered at the Meeting.

Note: Under section 250PA(1) of the Corporations Act a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held.

Written questions for BDO Audit Pty Ltd must be delivered by 12 November 2021 to the address listed on the Proxy Form attached to this Notice of Meeting.

Resolution 1 – Adoption of Remuneration Report (non-binding resolution)

1.1 Background

The Annual Report for the year ended 30 June 2021 contains a Remuneration Report that sets out the remuneration policy of the Company and the remuneration details for each Director and for each member of the Company’s senior executive management team.

An electronic copy of the 2021 Annual Report is available to download or view on the Company’s website at www.coppermoly.com.au. The 2021 Annual Report has also been sent by post to those Shareholders who have previously elected to receive a hard copy. In addition, the Company has also enabled online voting, details of which are explained on the Proxy Form.

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The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 1 is advisory only and, subject to the matters outlined below, will not bind the Company or the Directors. However, the Directors will take the outcome of the vote into consideration when reviewing the Company’s remuneration policy.

1.2 Two strikes

If 25% or more of votes that are cast on this non-binding Resolution are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of these annual general meetings on a resolution (a Spill Resolution ) that another meeting be held within 90 days ( Spill Meeting ), at which:

• (i) all of the Company’s Directors (other than the Managing Director) cease to hold office immediately before the end of the Spill Meeting; and

• (ii) Resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting will be put to the vote at the Spill Meeting.

The approval threshold for the Spill Resolution is 50% or more of votes that are cast on the Spill Resolution. At the 2020 Annual General Meeting, Shareholders voted in favour of the Remuneration Report.

1.3 Board Recommendation

As the Remuneration Report sets out the remuneration details for each Director, the Board does not wish to make a recommendation as to how Shareholders ought to vote on Resolution 1.

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

Resolution 2 – Re-election of Director, Mr Xuan Jian

2.1 Background

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Xuan Jian, who has served as a director since 28 August 2019, retires by rotation and seeks reelection.

2.2 Qualifications

Mr Jian is a qualified geophysicist and property valuer and is a Chinese certified public accountant. Mr Jian has significant international experience in the resources and investment sectors. If elected, the board considers Mr Jian will not be an independent director due to his relationship with Shanghai Fuyuan Investment Co Limited, a substantial shareholder in the Company.

2.3 Board Recommendation

The Board (with Mr Jian abstaining) recommends that Shareholders vote FOR Resolution 2.

The Chair intends to vote undirected proxies in favour of Resolution 2

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Resolutions 3 to 8 – Resolutions relating to share capital

Resolutions 3 to 8 (inclusive) are Resolutions relating to the Company’s share capital.

Table 1 – Potential Dilutionary Effect of Resolutions 3 to 8

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%
(after issue Options and Options and
of all Performance Performance %
Resolution Shares % Shares per Shares Shares % (fully Total equities Total equities
Number Description Shares (number) (cumulative) (at issue) Resolution) (number) (cumulative) (at issue) diluted) (number) (cumulative)
Current issued capital 2,172,290,279 2,172,290,279 100.00% 90% 60,000,000 60,000,000 100% 3% 2,232,290,279 2,232,290,279
3 Approval to issue Shares to Director Kevin Grice 3,636,364 2,175,926,643 0.17% 90% - 60,000,000 0% 3% 3,636,364 2,235,926,643
4 Approval to issue Shares to Director Lin Zule 3,636,364 2,179,563,006 0.17% 91% - 60,000,000 0% 3% 3,636,364 2,239,563,006
5 Approval to issue Shares to Director Jincheng Yao 3,636,364 2,183,199,370 0.17% 91% - 60,000,000 0% 3% 3,636,364 2,243,199,370
6 Approval to issue Shares to Director Xuan Jian 3,636,364 2,186,835,734 0.17% 91% - 60,000,000 0% 3% 3,636,364 2,246,835,734
7 Approval to issue Shares to Director Wanfu Huang 9,090,909 2,195,926,643 0.42% 91% - 60,000,000 0% 3% 9,090,909 2,255,926,643
Approval of additional 10% placement capacity
8 under ASX Listing Rule 7.1A 219,592,664 2,406,428,398 10.00% 100% - 60,000,000 0% 2% 219,592,664 2,466,428,398
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The above tables reflect the maximum number of equity securities that may be issued by the Company if the relevant Resolution is approved and assuming that no other equity securities are issued by the Company.

For Resolutions 3 to 7 inclusive, the number of Shares included in the above table represents the maximum number of Shares that would be issued based on the 10-day VWAP for the Company’s Shares as at 8 October 2021 of $0.011.

Please refer to the explanatory information for each of the Resolutions included in this Notice of Meeting for additional information.

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Resolutions 3 to 7 – Issues of Shares to Directors

5.1 Background

The share issues proposed under Resolutions 3 to 7 (inclusive) are the result of agreements between each current Director and the Company to receive Shares in lieu of cash for some or all of their remuneration, subject to obtaining Shareholder approval as follows:

• i. Non-Executive Directors are to receive Shares in lieu of cash Director fees for the period 1 July 2021 to 30 June 2022.

• ii. The Managing Director Dr Wanfu Huang is to receive Shares to the value of $100,000 as part of his agreed remuneration package. Other terms of Dr Huang’s remuneration are:

• Appointment date: 1 May 2019

• Term: No fixed term.

• Termination: 3 months’ notice by either party

• Remuneration : Gross cash salary of $150,000 per annum (excluding statutory superannuation) plus an equity component as agreed with the Board and subject to shareholder approval.

The Shares are to be issued to Directors in lieu of their Directors’ fees or salaries and, as such, the Shares will be granted for nil consideration and no funds will be raised as a result. They are not ‘additional’ payments to Directors.

The Directors’ fee Shares will be issued as fully paid Shares and on the same terms as the Company’s existing Shares.

The number of Shares to be issued will be using the following formula:

A = B

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Where:

A= the number of Shares to be issued

• B= accrued Directors fees as at 30 June 2020 (or $100,000 for Dr Huang)

• C= 10-day VWAP of the Company’s Shares on the trading day immediately preceding the date of issue of the Shares

The table below sets out the maximum number of Shares that may be issued to each Director assuming different issue prices at the date of issue:

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Table 2 Maximum number of Shares that may be issued to each Director assuming different issue prices at the date of issue

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Maximum number of Shares to be issued assuming a 10 day VWAP of:
Accrued 10 day VWAP
Director fees at 8 October 50% decrease 25% decrease 25% increase 50% increase
Annual at 30 June 2021 in VWAP in VWAP in VWAP in VWAP
Director Fees 2021 $0.011 $0.0055 $0.00825 $0.01375 $0.0165
Director $ No. No. No. No. No.
Kevin Grice $ 40,000 $ 40,000 3,636,364 7,272,727 4,848,485 2,909,091 2,424,242
Lin Zule $ 40,000 $ 40,000 3,636,364 7,272,727 4,848,485 2,909,091 2,424,242
Jincheng Yao $ 40,000 $ 40,000 3,636,364 7,272,727 4,848,485 2,909,091 2,424,242
Xuan Jian $ 40,000 $ 40,000 3,636,364 7,272,727 4,848,485 2,909,091 2,424,242
Non-Executive Directors $ 160,000 14,545,455 29,090,909 19,393,939 11,636,364 9,696,970
Wanfu Huang $100,000 $ 100,000 9,090,909 18,181,818 12,121,212 7,272,727 6,060,606
Total Directors $ 260,000 23,636,364 47,272,727 31,515,152 18,909,091 15,757,576
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Resolutions 3 to 7 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

5.1 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Shares constitutes the giving of a financial benefit and each of the Directors to whom the Shares are proposed to be issued, is a related party of the Company by virtue of being a Director.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issues of the Shares the subject of Resolutions 3 to 7 inclusive, for the following reasons:

• (a) the Shares proposed to be issued to Non-Executive Directors are in settlement of accrued and unpaid Director remuneration to 30 June 2021;

• (b) the Shares proposed to be issued to the Managing Director are in settlement of part of his agreed remuneration package;

• (c) the settlement of the accrued Director remuneration through the issue of Shares will preserve the Company’s cash resources enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if the Director remuneration were to be settled in cash;

• (d) each Director’s remuneration arrangements have been negotiated at arm’s length, and are not more favourable to the Director on than other commensurate agreements for persons in similar roles in entities similar to the Company; and

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• (e) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in settling the accrued Director remuneration on the terms proposed.

5.2

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Director Placement involves the issue of Shares to related parties of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

5.3

Technical information

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Shares to Directors and / or their nominees pursuant to Resolutions 3 to 7 inclusive:

• (a) The names of the Directors to whom the Shares are to be issued are Dr Wanfu Hang, Mr Kevin Grice, Mr Lin Zule, Mr Jincheng Yao and Mr Xuan Jian and /or their nominees;

• (b) The maximum number of Shares to be issued in settled of the accrued Director remuneration will be determined by dividing the amount of remuneration to be paid in the form Shares by the 10-day VWAP on the trading day immediately preceding the issue of the Shares (rounded down to the nearest whole number). The maximum number of Shares to be issued under a range of assumed issue prices is set out in section 5.1 of this Explanatory Memorandum;

• (c) The Shares will be issue for Nil consideration and no funds will be raised;

• (d) the Shares will rank equally in all respects with existing the Company’s existing fully paid ordinary Shares; and

• (e) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date.

Approval pursuant to ASX Listing Rule 7.1 is not required to issue the Shares to the Directors as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Directors will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

5.4 Directors Recommendation

The Board (with Mr Grice abstaining) recommends that Shareholders vote FOR Resolution 3.

The Board (with Mr Zule abstaining) recommends that Shareholders vote FOR Resolution 4.

The Board (with Mr Yao abstaining) recommends that Shareholders vote FOR Resolution 5.

The Board (with Mr Jian abstaining) recommends that Shareholders vote FOR Resolution 6.

The Board (with Dr Wanfu Huang abstaining) recommends that Shareholders vote FOR Resolution 7.

The Chair intends to vote undirected proxies in favour of Resolutions 3 to 7.

Coppermoly Limited – Notice of Meeting

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Special Business

Resolution 8 – Approval of additional 10% placement capacity

6.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ) without using 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 as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $24 million as at 27 September 2021.

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. Resolution 8 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 9 for it to be passed. 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 (see below).

The Company obtained Shareholder approval for additional placement capacity under Listing Rule 7.1A at its Annual General Meeting held on 19 November 2020.

9.1 ASX Listing Rule 7.1A

(a) Period

An approval under ASX Listing Rule 7.1A must be for a period commencing on the date of the Annual General Meeting at which the approval is obtained and expiring on the first to occur of the following:

• (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; orthe time and date of the Company’s next annual general meeting; or

• (ii) the date of the approval by Shareholders of a transaction under ASX Listing Rule 11.1.2 or 11.2.

(b)

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.

(c)

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.

The Company, as at the date of the Notice, has on issue 2 classes of Equity Securities, being Shares and Convertible Notes. Only the Company’s Shares are quoted securities.

(d) Formula for calculating 10% Placement Capacity

Listing Rule 7.1A.2 provides that eligible entities that have obtained Shareholder approval at an AGM may issue or agree to issue, during the 12-month period after the date of the AGM, a number of Equity Securities calculated in accordance with the following formula:

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(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement to issue:

• plus, the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• plus, the number of partly paid shares that became fully paid in the previous 12 months other than Exception 9, 16 or 17;plus, the number of Shares issued in the previous 12 months on the conversion of convertible securities within ASX Listing Rule exception 9 where:

  • there convertible securities were issued or agreed to be issued before the commencement of the 12 month period; or

  • the issue, or agreement to issue, the convertible securities was approved, or taken under the ASX Listing Rules to have been approved under ASX Listing Rule 7.1 or 7.4,

• plus, the number of Shares issued in the previous 12 months under an agreement to issue Shares within ASX Listing Rule 7.2 exception 16 where:

  • the agreement was entered into before the commencement of the 12 month period; or

  • the issue or agreement was approved, or taken under the ASX Listing Rules to have been approved under ASX Listing Rule 7.1 or 7.4,

• plus, the number of Shares issued in the previous 12 months with approval of Shareholders of Shares under Listing Rules 7.1 or 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without Shareholder approval;

• plus the number of partly paid equity securities that became Shares during the 12 month period,

• less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 month period where the issue or agreement has not been subsequently approved by Shareholders under ASX Listing Rule 7.4.

(e) 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.

At the date of this Notice, the Company has on issue 2,172,290,279 Shares. The Company therefore has a capacity to issue:

• (i) 325,843,542 Equity Securities under Listing Rule 7.1; and

• (ii) 217,229,028 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 3.2.1 (c) below).

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3.2.1 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 9:

(a)

Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded 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 ASX trading days of the date in paragraph 4.2(a)(i) the date on which the Equity Securities are issued.

(b)

Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting;

• (ii) the time and date of the Company’s next annual general meeting; or

• (iii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid), (10% Placement Capacity Period).

(c)

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 8 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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Table 3 – Potential dilutionary impact of Resolution 8

		Dilution	Dilution
	Issue Price	$0.0055	$0.011	$0.01375
Number of Shares on
	(per Share)
Issue (Variable 'A' in		(50% decrease		(25% increase
ASX Listing Rule			(issue price)
		in issue price)		in issue price)
7.1A2)
	Shares issued - 10% voting dilution	217,229,028 Shares	217,229,028 Shares	217,229,028 Shares
2,172,290,279
(Current Variable
	Funds Raised	$1,194,760	$2,389,519	$2,986,899
"'A')
	Shares issued - 10% voting dilution	325,843,542 Shares	325,843,542 Shares	325,843,542 Shares
3,258,435,419
(50% increase in
	Funds Raised	$1,792,139	$3,584,279	$4,480,349
Variable 'A')*
	Shares issued - 10% voting dilution	434,458,056 Shares	434,458,056 Shares	434,458,056 Shares
4,344,580,558
(100% increase in
	Funds Raised	$2,389,519	$4,779,039	$5,973,798
Variable 'A')*

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 2,172,290,279 Shares on issue as at the date of this Notice of Meeting. 2. The current issue price set out above is the closing price of the Shares on the ASX on 9 October 2021, being $0.011.

2. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

3. The Company has not previously issued any securities under Listing Rule 7.1A.

4. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Convertible Notes are exercised into Shares before the date of issue of the Equity Securities.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

6. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

7. The 10% voting dilution reflects the aggregate percentage dilution against the issued

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share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

1. 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 Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity as cash consideration in which case the Company intends to use funds raised for exploration on the Company’s exploration projects located in Papua New Guinea and for general working capital purposes.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

(e)

Allocation under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable ).

(f) Previous Approval under ASX Listing Rule 7.1A and disclosure required by ASX Listing Rule 7.3A.6

The Company has previously obtained approval from Shareholders pursuant to ASX Listing Rule 7.1A at its Annual General Meeting held on 19 November 2020.

In accordance with ASX Listing Rule 7.3A.6, the Company discloses that in the 12 months preceding the date of the Annual General Meeting to be held on 26 November 2021, the Company has issued NIL equity securities representing NIL per cent of the Company’s issued

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equity securities on issue on 19 November 2020 pursuant to the previous approval obtained under ASX Listing Rule 7.1A;

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4; and

• (ii) the information required by ASX Listing Rule 3.10.5A for release to the market.

3.3 Voting Exclusion

As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 8.

3.4 Directors Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 8.

The Chair intends to vote undirected proxies in favour of Resolution 8.

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Resolution 9 – Adoption of New Constitution

9.1 Background

A company may modify or repeal its constitution or a provision of its constitution by Special Resolution.

Resolution 9 seeks Shareholder approval for the revocation of the Company’s existing constitution and the adoption of a new constitution in the form available at the following link on the Company’s website https://coppermoly.com.au/ ( Proposed New Constitution ).

The existing constitution was adopted in July 2007 at the time of the Company’s incorporation. Since that time, there have been a number of amendments to the Corporations Act and the ASX Listing Rules, as well as developments in ‘best practice’ for corporate governance, which are reflected in the Proposed New Constitution.

While the Proposed New Constitution is broadly consistent with the provisions of the existing constitution, and many of the proposed changes are administrative or otherwise minor in nature, the Directors consider it preferable to replace the existing Constitution with the Proposed New Constitution in its entirety, rather than to amend a multitude of specific provisions which is often confusing and can give rise to unintended inconsistency or errors.

9.2 Directors Recommendation

The Board recommends that Shareholders vote FOR Resolution 9.

The Chair intends to vote undirected proxies in favour of Resolution 9.

Coppermoly Limited – Notice of Meeting

Page 23 of 27

Glossary

In this Explanatory Memorandum and the Notice of Meeting:

AUD, $, AU$ are references to the Australian Dollar;

Annual General Meeting or Meeting means the annual general meeting of the Company to be convened by this Notice of Meeting (unless the context otherwise requires);

Associate(s) has the meaning given in the Corporations Act;

ASX means the Australian Securities Exchange or ASX Limited ACN 008 624 691;

Board means the board of Directors of the Company at the date of this Notice;

Chair means the chair of the Meeting;

Closely Related Party of a member of the Key Management Personnel for an entity, includes:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;a dependent of the member or of the member’s spouse;

• (c) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;

• (d) a company the member controls; or

• (e) a person prescribed as such by the Corporations Regulations 2001 (Cth);

Company means Coppermoly Limited ACN 118 619 042;

Constitution means the constitution of the Company in effect at the time of the Meeting;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company being as at the date of this Notice of Meeting, being Kevin Grice, Jincheng Yao, Wanfu Huang, Zule Lin and Xuan Jian;

Explanatory Memorandum means this explanatory memorandum that accompanies and forms part of the Notice of Meeting;

Financial Report means the 30 June 2021 financial report of the Company, a copy of which was lodged with ASX on 30 September 2021 under the announcement “Annual Report”;

Key Management Personnel means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise);

Listing Rules means the official Listing Rules of ASX;

Notice of Meeting means the notice of annual general meeting dated 20 October 2021 which this Explanatory Memorandum accompanies and in which the Resolutions are set out.

Proportional Takeover Bid has the meaning given in the Corporations Act;

Proposed New Constitution means the constitution proposed to be adopted as the Company’s constitution as referred to and described in this Notice of Meeting;

Proxy Form means a valid proxy form for this Annual General Meeting (unless the context otherwise requires);

Remuneration Report means the remuneration report of the Company for the year ended 30 June 2021 contained in the Financial Report; and

Resolution or Resolutions means the resolutions referred to in the Notice of Meeting;

Restricted Securities has the meaning ascribed to it in the Listing Rules;

Share means a fully paid ordinary share in the Company;

Shareholder means a holder of Shares;

Spill Meeting has the meaning given in Resolution 1;

Spill Resolution has the meaning given in Resolution 1; and

Special Resolution means a resolution requiring that at least 75% of the votes cast on the resolution are cast in favour of the resolution in order for it to be passed.

SCHEDULE 1 – SUMMARY OF MATERIAL DIFFERENCES

1. Reduction of Capital and Buy-Backs (Clause 8)

Clause 8 of the Proposed New Constitution includes additional provisions providing clarity and flexibility for distributing securities of another body corporate to Shareholders when implementing a return of capital. This includes providing discretionary powers to the Company to deal with fractions (due to proportionate interests and members technically having less than a whole share), disposing of those securities attributable to certain foreign shareholders where it would be impractical to transfer securities to those shareholders due to local securities laws and accounting to those shareholders for the net proceeds, and deeming Shareholders to have agreed to be bound by the constitution of the body corporate.

2. Restricted Securities (Clause 13)

In December 2019, the ASX amended the Listing Rules dealing with Restricted Securities. Clause 13.1 of the Proposed New Constitution seeks to align with the requirements of these amended Listing Rules, including by providing additional flexibility in dealing with smaller parcels of Restricted Securities in certain circumstances rather than entry into signed restriction deeds and that the holders of Restricted Securities will not be entitled to participate in capital returns from those securities during the applicable restriction period.

3. Fee (Clause 24)

Clause 24 of the Proposed New Constitution is a new provision which permits the Company to charge a reasonable fee to register a transfer or issue a new certificate for off-market share transfers. This provision seeks to offset the cost that the Company otherwise incurs to its Share registry for such paper-based transfers.

4. Direct Voting (Clause 45)

Clause 45 of the Proposed New Constitution is a new provision that provides that the Directors may determine that Shareholders may vote by way of ‘Direct Vote’.

The purpose of this new clause is to enable the Company to use appropriate technology to facilitate the engagement of those Shareholders who wish to be involved in a meeting of Shareholders but cannot be seated in a single place at any one time. This is consistent with technological developments enabling such direct voting.

5. Proportional Takeover (Clause 47)

Clause 47 of the Proposed New Constitution is a new provision that provides that in the event there is a Proportional Takeover Bid, the registration of a transfer giving effect to a takeover contract for the bid is prohibited, unless a resolution is passed to approve the transfer.

A Proportional Takeover Bid is a bid for a specified proportion, and not all, of the securities in the bid class, i.e. a bid to acquire a proportion of each Shareholder’s Shares in the Company.

In contrast, the existing constitution did not have any provisions relating directly to approvals for Proportional Takeover Bids.

The addition of this clause provides a democratic method for Shareholders to determine whether they wish to allow Proportional Takeover Bids to be made for the Company.

Under the Proposed New Constitution, the Proportional Takeover Bid approval provisions provide that if offers are made under a proportional takeover scheme in respect of Shares, the registration of a transfer to effect a contract resulting from the acceptance of an offer made under a proportional takeover scheme is prohibited unless and until a resolution to approve the takeover scheme is passed in accordance with the Proposed New Constitution.

The Corporations Act requires that the proportional takeover provisions be renewed within three years of the adoption of the Constitution, otherwise they are, by force of the Corporations Act, omitted from the Constitution. In that case, the provisions need to be reinserted in the Constitution for them to again have effect.

The provisions in clause 47 effectively provide that a Proportional Takeover Bid cannot be given effect to without first obtaining the approval of the Company's Shareholders. Given that a proportional takeover will not allow all Shareholders to dispose of all of their Shares to a bidder, as would occur under a conventional off-market takeover, yet could still result in control of the Company passing to the bidder, the inclusion of the proportional takeover provisions provides Shareholders with an effective veto as to whether a proportional takeover for the Company should be allowed to proceed.

If a Proportional Takeover Bid is made, the directors must ensure that the Shareholders vote on a resolution to

approve the bid more than 14 days before the end of the bid period. Directors are obliged to ensure that the approving resolution is voted on. If, however, the resolution is not voted, a resolution approving the bid will be taken to have been passed.

As the date of this Notice of Meeting, no Director is aware of a proposal by any person to acquire, or increase the extent of, a substantial interest in the Company.

The proportional takeover approval provisions:

• (a) enable Shareholders to have the right to decide by majority vote whether an offer under a Proportional Takeover Bid should proceed;

• (b) increase the bargaining power of Shareholders to ensure adequate pricing of the Proportional Takeover Bid; and

• (c) enable Shareholders collectively to have some control over a potential change of control of the company in the circumstances of a Proportional Takeover Bid.

However, the proportional takeover approval provisions:

• (a) create an additional hurdle for a bidder and may act to discourage Proportional Takeover Bids;

• (b) may limit the opportunity of Shareholders to sell some of their shares; and

• (c) potentially reduce the likelihood of success of a Proportional Takeover Bid.

Overall, the Directors consider that the benefits available to Shareholders in determining whether a Proportional Takeover Bid may proceed outweigh the disadvantages.

6. Virtual Meetings (Clause 48)

Clause 48 of the Proposed New Constitution is a new provision which provides clarity to ensure that, with respect to shareholder meetings, any references to ‘present’ or ‘present in person’ shall be taken to include being physically present at a physical location or present by electronic means using the designated technology, so as to facilitate electronic meetings and avoid the opportunity for dispute.