COPPERMOLY LIMITED — Capital/Financing Update 2014

Aug 14, 2014

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ADDRESS PHONE PO Box 6965 +61 (07) 5592 1001 Gold Coast Mail Centre FAX Qld 9726 Australia +61 (07) 5592 1011 EMAIL info@coppermoly.com.au ABN 54 126 490 855 WEBSITE www.coppermoly.com.au

ASX Announcement

15 August 2014

ASX Code: COY

Shares Issued under Amended Barrick Reacquisition Agreement

Further to the announcement made by Coppermoly Limited (Coppermoly) on 5 August 2014, Coppermoly advises that it has today issued 1,000,000 fully paid ordinary shares in Coppermoly ( Shares ), at an issue price of $0.014 per Share, to the nominee of Barrick (PNG Exploration) Ltd ( Barrick ), AurionGold Limited ( First Election Issue ). The value of the First Election Issue was $14,000.

The Shares were issued under Coppermoly’s existing ASX Listing Rule 7.1 capacity.

Since Coppermoly has elected to satisfy some, but not all, of the second payment due to Barrick under the amended Reacquisition Agreement in Shares, the remaining portion of the second payment, being $1,317,836 ( Deferred Purchase Price ) has been deferred until 30 November 2014.

Provided that Coppermoly obtains Shareholder approval for this First Election Issue Coppermoly may also elect to satisfy the Deferred Purchase Price wholly or partly in Shares, providing that any further issue of Shares will not cause Barrick or any of its associates’ voting power in Coppermoly to increase to more than 20% and any issue complies with ASX Listing Rules. ( Second Election ).

With the First Election Issue Coppermoly has acquired an additional 21% interest from Barrick, taking Coppermoly to a 72% interest in the three Exploration Licences that are the subject of the Reacquisition Agreement (EL1043 – Nakru, EL 1077 – Simuku and EL 1445 – Talelumas).

The Shares issued pursuant to the Placement were issued without disclosure under Part 6D.2 of the Corporations Act 2001 (Cth) ( Act ). Accordingly, Coppermoly gives notice under section 708A(5)(e) of the Act, that, as at the date of this notice:

• (a) Coppermoly has complied with:

• i. the provisions of Chapter 2M of the Act as they apply to Coppermoly; and

• ii. section 674 of the Act; and

• (b) there is no ‘ excluded information’ of the type referred to in sections 708A(7) and 708A(8) of the Act.

An Appendix 3B in respect of the Issue is enclosed overleaf.

On behalf of the Board.

Paul Schultz Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Coppermoly Limited

ABN

54 126 490 855

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares in the Company (Shares);
	1,000,000 Shares
	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B Page 2

4 Do the[+] securities rank equally in Yes all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:

 the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

$0.014 per Share

5 Issue price or consideration $0.014 per Share 6 Purpose of the issue Shares issued to partly satisfy the second (If issued as consideration for the payment due under a reacquisition acquisition of assets, clearly agreement with Barrick (PNG Exploration) identify those assets) Ltd to acquire their interest in three Exploration Licences, EL1043 – Nakru, EL 1077 – Simuku and EL 1445 – Talelumas on New Britain Island PNG

6a Is the entity an[+] eligible entity that Yes. has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 13 November 2013 resolution under rule 7.1A was passed 6c Number of +securities issued 1,000,000 without security holder approval under rule 7.1 6d Number of[+] securities issued with NIL security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B Page 3

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable)	NIL
	NIL
	Not applicable.
	Not applicable.
	50,244,833
	15 August 2014
	Number	+Class
	287,837,649 (including 1,000,000 additional shares) 3,373,008	Fully paid ordinary shares Options: Exercise price $0.05; Expiry 1 July2015

• See chapter 19 for defined terms.

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Appendix 3B Page 4

Number + Class 9 Number and +class of all 2,000,000 Options: Exercise +securities not quoted on ASX price of $0.05; ( including the +securities in Expiry 4 February section 2 if applicable) 2016 4,308,329 Options: Exercise price $0.05; Expiry 1 July 2015

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No dividend distribution is envisaged in the near future

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable?

13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters

• See chapter 19 for defined terms.

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Appendix 3B Page 5

21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on security
	holders’ approval, the date of the
	meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_of
	their entitlements through a broker
	and accept for the balance?
32	How do security holders dispose of
	their entitlements (except by sale
	through a broker)?
33	+Issue date

• See chapter 19 for defined terms.

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Appendix 3B Page 6

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

(a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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Appendix 3B Page 8

Quotation agreement

• 1 + Quotation of our additional + securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the + securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before + quotation of the + securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: __________ Date: 15 August 2014 ( ~~Director~~ /Company secretary)

Print name: Paul Schultz

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B Page 9

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 175,082,816 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 35,973,146 (Aug 2013) issued in that 12 month period under an 10,119,078 (May 2014)

• exception in rule 7.2

• • Number of fully paid[+] ordinary securities issued in that 12 month period with 52,737,609 shareholder approval

• • Number of partly paid[+] ordinary NIL securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary NIL securities cancelled during that 12 month period “A” 273,912,649

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	41,086,897
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	18,233,329
“C”	18,233,329
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	41,086,897
Subtract“C” Note: number must be same as shown in Step 3	18,233,329
Total[“A” x 0.15] – “C”	22,853,568 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	41,086,897
Note: number must be same as shown in
Step 2
Subtract“C”	18,233,329
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	22,853,568
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B Page 11

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 273,912,649 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 27,391,265

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

NIL

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” NIL

• See chapter 19 for defined terms.

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Appendix 3B Page 12

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	27,391,265
Subtract“E” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.10] – “E”	27,391,265 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 13