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COPPERMOLY LIMITED AGM Information 2025

Oct 9, 2025

64690_rns_2025-10-09_f68821fc-7cf3-4288-b66e-b0c8a7dffaa3.pdf

AGM Information

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ADDRESS PHONE Suite 1, 295 +61(08) 6555 2950 Rokeby Road EMAIL Subiaco WA 6008 [email protected] ABN 54 126 490 855 WEBSITE

www.coppermoly.com.au

10 October 2025

ASX Code: COY

Annual General Meeting of Shareholders

Coppermoly Limited (ASX: COY) (Company) provides the following documents regarding its Annual General Meeting of shareholders.

  • Letter to Shareholders

  • Notice of Meeting

  • Sample Proxy Form

This ASX announcement has been authorised for release by the Board of Directors.

For further information please visit the Company’s website at www.coppermoly.com.au or contact:

Quinn Lee Chairperson +61 (8) 6555 2950 [email protected]

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ABOUT COPPERMOLY LTD

Coppermoly Ltd is a mineral exploration and resource development company rapidly advancing an exciting portfolio of copper/gold/molybdenum exploration projects in the resource rich Mount Isa Region of QLD. The newly refreshed management and geological team are focused on the accelerated exploration program and resource definition of their high value QLD targets. The Mt Isa Inlier is highly prospective for iron oxide copper gold (IOCG) and shear hosted Cu +/- Au deposits.

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www.coppermoly.com.au

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ADDRESS PHONE Suite 1, 295 +61(08) 6555 2950 Rokeby Road EMAIL Subiaco WA 6008 [email protected] WEBSITE ABN 54 126 490 855 www.coppermoly.com.au

10 October 2025

ANNUAL GENERAL MEETING OF SHAREHOLDERS AND ELECTRONIC COMMUNICATIONS

Coppermoly Limited (the Company ) ( ASX:COY ) is convening its Annual General Meeting of shareholders ( Meeting ) on Wednesday, 12 November 2025, at 11:00 am (AWST). If you would like to attend, it will be held at Suite 1, 295 Rokeby Road, Subiaco WA 6008. If the above arrangements with respect to the Meeting change, shareholders will be updated via the ASX Market Announcements Platform as well as the Company’s website at https://coppermoly.com.au/.

Notice of meeting

In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the notice to shareholders unless a shareholder has requested a hard copy or made an election for the purposes of section 110E of the Corporations Act to receive documents from the Company in physical form. The notice can be viewed and downloaded from the Company’s website at https://coppermoly.com.au/asx-announcements/ or ASX at https://www.asx.com.au/.

Voting

Shareholders are encouraged to participate in voting on the resolutions to be considered at the Meeting. To vote by proxy, please complete, sign and return your personalised proxy form in accordance with the instructions set out in the proxy form. Alternatively, you may vote online at https://www.votingonline.com.au/coyagm2025, or in person by attending the Meeting.

Proxy form instructions (by proxy form or online voting) must be received by the Company’s share registry by no later than 11:00 am (WST) on Monday, 10 November 2025. Instructions received after that time will not be valid for the Meeting.

The Company encourages all shareholders to vote prior to the Meeting by returning their proxy voting instructions before the deadline and advises that all voting in respect of resolutions considered at the Meeting will be conducted on a poll.

Electronic communications

The Company encourages all shareholders to communicate with the Company by email at [email protected] and with Boardroom Limited (the Company’s share registry) at [email protected]. These methods allow the Company to keep you informed without delay, are environmentally friendly, and reduce the Company’s print and mail costs.

Please register to receive electronic communications and update your shareholder details online at: https://www.investorserve.com.au/.

Yours sincerely Coppermoly Limited

Robbie Featherby Joint Company Secretary

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Coppermoly Limited ACN 126 490 855

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held as follows:

Time and date: 11:00am (AWST) on Wednesday, 12 November 2025 In-person: Suite 1, 295 Rokeby Road, Subiaco, Western Australia, 6008

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Joint Company Secretaries by telephone on (08) 6555 2950.

Shareholders are urged to vote by lodging the Proxy Form

Coppermoly Limited ACN 126 490 855

(Company)

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of Shareholders of Coppermoly Limited (ACN 126 490 855) will be held at Suite 1, 295 Rokeby Road, Subiaco, Western Australia at 11:00am (AWST) on Wednesday, 12 November 2025 ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 10 November 2025 at 11:00am (AWST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2025, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Note: there is no requirement for Shareholders to approve the Annual Report.

2 Resolutions

Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:

'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.'

Note : a vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Election of Director – Dr Minlu Fu

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

‘That, for the purpose of Listing Rule 14.4, Clause 51.1 of the Constitution and for all other purposes, Dr Minlu Fu, a Director who was appointed as a Director by the Board of Directors in accordance with Clause 50.1 of the Constitution on 16 December 2024, retires and, being eligible, is elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.'

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Resolution 3 – Election of Director – Ms Quinn Lee

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

‘That, for the purpose of Listing Rule 14.4, Clause 51.1 of the Constitution and for all other purposes, Ms Quinn Lee, a Director who was appointed as a Director by the Board of Directors in accordance with Clause 50.1 of the Constitution on 29 November 2024, retires and, being eligible, is elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 – Approval of 10% Placement Facility

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

'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued 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.'

Voting exclusion

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of Resolution 4 if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

The above voting exclusion does not apply to a vote cast in favour of the Resolution 4 by:

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

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

  • (b) 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.

Voting prohibition

In accordance with sections 250BD and 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

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A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

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

  • (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

BY ORDER OF THE BOARD

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Robbie Featherby Joint Company Secretary Coppermoly Limited Dated: 10 October 2025

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Coppermoly Limited ACN 126 490 855 (Company)

Explanatory Memorandum

1.

Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 1, 295 Rokeby Road, Subiaco, Western Australia at 11:00am (AWST) on Wednesday, 12 November 2025.

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2 Action to be taken by Shareholders
Section 3 Annual Report
Section 4 Resolution 1 – Remuneration Report
Section 5 Error! Reference source not found.Resolution 2 – Election of D
irector – Dr Minlu Fu
Section 6 Resolution 3 – Election of Director – Ms Quinn LeeError! R
eference source not found.
Section 7 Resolution 4 – Approval of 10% Placement Facility
Schedule 1 Definitions

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1

Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.2

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section

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250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

2.3

Voting by proxy

A Proxy Form is made available with the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

  • (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

  • (b) a proxy need not be a member of the Company; and

  • (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Section 250BB(1) of the Corporations Act provides that 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 not vote on a show of hands;

  • (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).

Section 250BC of the Corporations Act provides that, if:

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

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

  • (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and

  • (d) either the proxy is not recorded as attending the meeting or 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. Your proxy voting instruction must be received by 11:00am (AWST) on Monday, 10 November 2025, being not later than 48 hours before the commencement of the Meeting.

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2.4 Chair's voting intentions

Subject to the below, the Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. In exceptional circumstances, the Chair of the Meeting may change their voting intention on any Resolution, in which case an ASX announcement will be made.

If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1 even though this Resolution is connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

2.5

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Joint Company Secretaries at [email protected] by no later than five business days before the Meeting.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3.

Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2025.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

  • (a) discuss the Annual Report which is available online at https://coppermoly.com.au/asx announcements/;

  • (b) ask questions about, or comment on, the management of the Company; and

  • (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

  • (a) the preparation and content of the Auditor's Report;

  • (b) the conduct of the audit;

  • (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

  • (d) the independence of the auditor in relation to the conduct of the audit,

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may be submitted no later than five business days before the Meeting to the Joint Company Secretaries at the Company's registered office.

The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so.

4.

4.1

Resolution 1 – Remuneration Report

General

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report in the Annual Report for the year ended 30 June 2025 contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2024 annual general meeting held on 22 November 2024. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2026 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about or make comments on the Remuneration Report.

4.2

Additional information

Resolution 1 is a non-binding ordinary resolution.

Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.

5.

5.1

Resolution 2 – Election of Director – Dr Minlu Fu

General

Clause 50.1 of the Constitution provides that the Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.

Clause 51.1 of the Constitution and Listing Rule 14.4 both provide that a Director appointed to fill a casual vacancy or as an addition to the existing Directors (other than the Managing Director)

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must not hold office without election past the next annual general meeting of the Company following the Director's appointment.

Pursuant to Clause 51.3 of the Constitution, a Director who retires in accordance with Clause 51.1 is eligible for election and that election takes effect at the conclusion of the Meeting.

Accordingly, Dr Minlu Fu, a Non-Executive Director of the Company appointed on 16 December 2024, retires at this Meeting and, being eligible and offering himself for election, seeks election pursuant to Resolution 2.

If Resolution 2 is passed, Dr Fu will retire at the conclusion of the Meeting and will be immediately elected as a Director.

If Resolution 2 is not passed, Dr Fu will retire at the conclusion of the Meeting and will not be elected as a Director at this Meeting.

5.2

Dr Minlu Fu

Dr Fu is a highly accomplished geologist who received his PhD from La Trobe University in 1989. Dr Fu has experience working as a research geologist, senior research geologist and exploration manager, as well as significant maiden exploration success which includes the West Musgrave nickel deposit (Western Australia), the Tampakan copper gold deposit (Philippines), and the Ernest Henry copper-gold deposit (Queensland). Notably, Ernest Henry is one of Australia’s largest, long-life, low-cost copper-gold projects.

Further to Dr Fu’s technical involvement with a number of successful ASX listed companies he has also been instrumental in the discovery of the Jinxi-Yelmand epithermal gold deposit, the Huangtupo VMS copper, zinc, gold and silver deposit, the Jinhe copper-gold deposit, the South copper-gold deposit and the Huangtan volcanogenic gold deposit, all of which are based in Xinjiang -PRC.

Dr Fu is currently a non-executive director at Aldoro Resources Limited (ASX:ARN). Dr Fu does not currently hold any other material directorships, other than as disclosed in this Notice.

The Company confirms that, with the consent of Dr Fu, it took appropriate checks into Dr Fu’s background and experience prior to his appointment to the Board and that these checks did not identify any information of concern.

If elected, Dr Fu is not considered by the Board (with Dr Fu abstaining) to be an independent Director by virtue of Dr Fu being a substantial Shareholder of the Company.

Dr Fu has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

5.3

Board recommendation

The Board (other than Dr Fu who has a personal interest in the outcome of this Resolution) supports the election of Dr Fu as Dr Fu’s geology and exploration skills, combined with his wideranging board experience across a number of listed companies, including Aldoro Resources (ASX:ARN), will be invaluable to the Board during the next stage of the Company’s development.

5.4

Additional information

Resolution 2 is an ordinary resolution.

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The Board (other than Dr Fu who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of this Resolution.

6. Resolution 3 – Election of Director – Ms Quinn Lee

6.1

General

Clause 50.1 of the Constitution provides that the Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.

Clause 51.1 of the Constitution and Listing Rule 14.4 both provide that a Director appointed to fill a casual vacancy or as an addition to the existing Directors (other than the Managing Director) must not hold office without election past the next annual general meeting of the Company following the Director's appointment.

Pursuant to Clause 51.3 of the Constitution, a Director who retires in accordance with Clause 51.1 is eligible for election and that election takes effect at the conclusion of the Meeting.

Accordingly, Ms Quinn Lee, a Non-Executive Director appointed on 29 November 2024, retires at this Meeting and, being eligible and offering herself for election, seeks election pursuant to Resolution 3.

If Resolution 3 is passed, Ms Lee will retire at the conclusion of the Meeting and will be immediately elected as a Director.

If Resolution 3 is not passed, Ms Lee will retire at the conclusion of the Meeting and will not be elected as a Director at this Meeting.

6.2

Ms Quinn Lee

Ms Lee is a seasoned corporate executive with over 20 years of experience in the resources and development sectors. Ms Lee has extensive expertise in asset divestment and project financing, having successfully led numerous significant asset sales for private and listed companies, thus ensuring proper value recognition for shareholders.

Ms Lee also established her own firm specialising in corporate development and investment services with focuses on mining project exploration, financing, investment, and development, with networks spanning Australia and China. Ms Lee has facilitated transactions worth over $150 million AUD for public, private, and ASX-listed companies.

Ms Lee is currently an Executive Chairperson at Aldoro Resources Limited (ASX:ARN). Ms Lee does not currently hold any other material directorships, other than as disclosed in this Notice.

The Company confirms that, with the consent of Ms Lee, it took appropriate checks into Ms Lee’s background and experience prior to her appointment to the Board and that these checks did not identify any information of concern.

If elected, Ms Lee is considered by the Board (with Ms Lee abstaining) to be an independent Director, notwithstanding the fact that Ms Lee holds 50,000,000 Performance Rights in the Company. Ms Lee is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party.

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Ms Lee has acknowledged to the Company that she will have sufficient time to fulfil her responsibilities as a Director.

6.3

Board recommendation

The Board (other than Ms Lee who has a personal interest in the outcome of this Resolution) supports the election of Ms Lee as Ms Lee’s skills and significant experience in the resources and development sector and asset divestment and project financing are important additions to the Board’s existing skills and experience.

6.4

Additional information

Resolution 3 is an ordinary resolution.

The Board (other than Ms Lee who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of this Resolution.

7. Resolution 4 – Approval of 10% Placement Facility

7.1 General

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its 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% annual placement capacity under Listing Rule 7.1.

Resolution 4 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 7.2(f) below). The 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 Section 7.2(c) below).

If Resolution 4 is passed, the Company 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 Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in Listing Rule 7.1.

7.2

Listing Rule 7.1A

(a) Is the Company an eligible entity?

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 market capitalisation of approximately $12.4 million, based on the closing price of Shares $0.014 on 29 September 2025.

(b) What Equity Securities can be issued?

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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 eligible entity.

As at the date of the Notice, the Company has on issue one quoted class of Equity Securities, being Shares.

(c) How many Equity Securities can be issued?

Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

  • A = is the number of Shares on issue at the commencement of the Relevant Period:

  • (A) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

  • (B) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

    • (1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or

    • (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

  • (C) plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

    • (1) the agreement was entered into before the commencement of the Relevant Period; or

    • (2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

  • (D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period;

  • (E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and

  • (F) less the number of fully paid Shares cancelled in the Relevant Period.

Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity, and ‘Relevant Period’ has the

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relevant meaning given in Listing Rule 7.1 and 7.1A.2, namely, the 12 monthperiod immediately preceding the date of the issue or agreement.

  • D = is 10%.

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

(d) What is the interaction with Listing Rule 7.1?

The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.

(e) At what price can the Equity Securities be issued?

Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 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 by the Company and the recipient of the Equity Securities; or

  • (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 7.2(e)(i) above, the date on which the Equity Securities are issued, ( Minimum Issue Price ).

(f)

When can Equity Securities be issued?

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of:

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

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

  • (iii) the time and date of Shareholder approval 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 ).

(g) What is the effect of Resolution 4?

The effect of Resolution 4 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

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7.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:

(a) Final date for issue

The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 7.2(f) above).

(b) Minimum issue price

Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 7.2(e) above).

(c) Purposes of issues under the 10% Placement Facility

The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital.

(d) Risk of economic and voting dilution

Shareholders should note that 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,

  • which may have an effect on the amount of funds raised by the issue of the Equity Securities.

If this Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares).

The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for Variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 7.2(c) above) as at the date of this Notice ( Variable A ), with:

  • (i) two examples where Variable A has increased, by 50% and 100%; and

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

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3438-3813-5101, v. 7

Shares
(Variable A in
Listing
Rule 7.1A.2)
Dilution
Issue price
per Share
$0.007
50% decrease
in
Current
Market Price
$0.014
Current
Market Price
$0.028
100%
increase
in
Current
Market Price
882,657,429
Shares
Variable A
10%
Voting
Dilution
88,265,743
Shares
88,265,743
Shares
88,265,743
Shares
Funds raised $617,860 $1,235,720 $2,471,440
1,323,986,144
Shares
50% increase in
Variable A
10%
Voting
Dilution
132,398,614
Shares
132,398,614
Shares
132,398,614
Shares
Funds raised $926,790 $1,853,580 $3,707,161
1,765,314,858
Shares
100% increase
in Variable A
10%
Voting
Dilution
176,531,486
Shares
176,531,486
Shares
176,531,486
Shares
Funds raised $1,235,720 $2,471,440 $4,942,881

Notes:

  1. The table has been prepared on the following assumptions:

  2. (a) The issue price is the current market price $0.014, being the closing price of the Shares on ASX on 29 September 2025, being the latest practicable date before this Notice was signed.

  3. (b) Variable A comprises of 882,657,429 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4.

  4. (c) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

  5. (d) No convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.

  6. (e) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

  7. The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.

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%. The table does not show an example of dilution that may be caused to a particular

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3438-3813-5101, v. 7

Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

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.

(e) Allocation policy

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:

  • (iii) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing Shareholders can participate;

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

  • (v) financial situation and solvency of the Company; and

  • (vi) 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 investors who are not related parties of or associates of a related party of the Company.

(f) Issues in the past 12 months

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 22 November 2024.

In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has issued 70,765,742 or agreed to issue Equity Securities under Listing Rule 7.1A, as follows:

Date of issue 23 January 2025
Number and Type of
Security
70,765,742 Shares, representing approximately 8% of the
total number of Shares on issue at the commencement of
that 12-month period.
Recipient The Shares were issued pursuant to a placement to
unrelated sophisticated investors none whom was a
Material Investor. The recipients were identified through a
bookbuild process, which involved seeking expressions of
interest to participate from new and existing contacts of the
Company.
Price $0.01 each, representing an approximate 23.1% discount
to the closing price of Shares on 23 January 2025.
Use of funds Cash raised:$707,657.42
Cash spent:$707,657.42

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3438-3813-5101, v. 7

Use of funds: Proceeds from the issue of these Shares have been used towards general working capital.

(g) Voting exclusion statement

At the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.

However, in the event that between the date of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice.

7.4 Additional information

Resolution 4 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).

The Board recommends that Shareholders vote in favour of Resolution 4.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

10% Placement Facility has the meaning in Section 7.1.
10% Placement Period has the meaning in Section 7.2(f).
$ or A$ means Australian Dollars.
Annual Report means the Directors’ Report, the Financial Report, and Auditor’s Report,
in respect to the year ended 30 June 2025.
ASIC means the Australian Securities and Investments Commission.
ASX means the ASX Limited (ABN 98 008 624 691) and, where the context
permits, the Australian Securities Exchange operated by ASX Limited.
Auditor’s Report means the auditor’s report contained in the Annual Report.
Board means the board of Directors.
Chair means the person appointed to chair the Meeting of the Company
convened by the Notice.
Clause means a clause of the Constitution.
Company means Coppermoly Limited (ACN 126 490 855).
Constitution means the constitution of the Company as at the date of this Notice.
Corporations Act means the_Corporations Act 2001_(Cth), as amended.
Director means a director of the Company.
Directors' Report means the annual directors' report prepared under Chapter 2M of the
Corporations Act for the Company and its controlled entities.
Equity Security has the same meaning as in the Listing Rules.
Explanatory means the explanatory memorandum which forms part of the Notice.
Memorandum
Financial Report means the financial report contained in the Annual Report.
Key Management has the same meaning as in the accounting standards issued by the
Personnel Australian Accounting Standards Board and means those persons having
authority and responsibility for planning, directing and controlling the
activities of the Company, or if the Company is part of a consolidated
entity, of the consolidated entity, directly or indirectly, including any
Director (whether executive or otherwise) of the Company, or if the
Company is part of a consolidated entity, of an entity within the
consolidated group.

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3438-3813-5101, v. 7

Listing Rules means the listing rules of ASX.
Material Investor means, in relation to the Company:
(a)
A related party;
(b)
Key Management Personnel;
(c)
A substantial Shareholder;
(d)
An advisor; or
(e)
An associate of the above,
who received or will receive Securities in the Company which constitute
more than 1%of the Company’s capital structure at the time of
agreement to issue.
Meeting has the meaning given in the introductory paragraph of the Notice.
Minimum Issue Price has the meaning in Section 7.2(e).
Notice means this notice of annual general meeting.
Option means an option to acquire a Share.
Performance Right means the right to acquire a Share subject to the satisfaction of certain
vesting conditions.
Proxy Form means the proxy form made available with the Notice.
Recommendations means the 4thEdition of the ASX Corporate Governance Council's
Corporate Governance Principles and Recommendations.
Remuneration Report means the remuneration report contained in the Annual Report.
Resolution means a resolution referred to in the Notice.
Schedule means a schedule to the Notice.
Section means a section of the Explanatory Memorandum.
Securities means any Equity Securities of the Company (including Shares, Options
and/or Performance Rights).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means the holder of a Share.
Strike has the meaning in Section 4.1.
Variable A has the meaning in Section 7.3(d).
VWAP means volume-weighted average share price.

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3438-3813-5101, v. 7

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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 (AWST) on Monday, 10 November 2025

TO APPOINT A PROXY ONLINE

STEP 1: VISIT https://www.votingonline.com.au/coyagm2025 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 (AWST) on Monday, 10 November 2025. 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/coyagm2025  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 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 Suite 1, 295 Rokeby Road, Subiaco, Western Australia on 11:00am (AWST) on Wednesday, 12 November 2025 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 is 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 Item 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 Resolution 1 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 apoll is called.
Resolution 1
Adoption of the Remuneration Report
For
Against
Abstain*
Resolution 2
Election of Director – Dr Minlu Fu
Resolution 3
Election of Director – Ms Quinn Lee
Resolution 4
Approval of 10% Placement Facility

For Against Abstain*

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2025