COPPERMOLY LIMITED — Capital/Financing Update 2014

Apr 7, 2014

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

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ASX ANNOUNCEMENT

Date: 8 April 2014 ASX CODE: COY

NON-RENOUNCEABLE ENTITLEMENT OFFER AND PLACEMENT

Coppermoly Limited ( Coppermoly ) is pleased to advise that the board of directors ( Board ) has resolved to undertake a non-renounceable pro-rata entitlement offer to raise up to $5,275,870 (before costs).

Eligible Shareholders (as defined overleaf) will be offered the opportunity to acquire one new fully paid ordinary share in Coppermoly ( New Share ) for every one Share held as at the Record Date at an issue price of $0.02 per New Share, with no minimum subscription ( Offer ).

Eligible Shareholders will also receive one option to acquire a further Share for every three New Shares issued for no additional consideration ( Attaching Options ). The Attaching Options will have an exercise price of $0.05 and will be exercisable at any time prior to 5:00pm AEST on 1 July 2015.

The issue price for the New Shares, of $0.02 per New Share, represents a 9.1% discount to the closing price of Coppermoly’s Shares on the ASX on 7 April 2014, being the last trading day prior to today’s date. The VWAP of Coppermoly’s Shares over 30 calendar days up to and including 7 April 2014 was $0.021.

Eligible Shareholders will also be entitled to subscribe for any New Shares that are not taken up by other Eligible Shareholders in accordance with the Offer ( Shortfall Offer ).

Coppermoly's Managing Director, Maurice Gannon said:

“Having reacquired control of our core assets and reactivated exploration and drilling under our own management Coppermoly is now at a point where we can really add value. This capital raising is all about making sure the company is set to fulfil its plans for this year and next”

“We want to ensure that the equity in Coppermoly’s exploration and mineral assets remains in the hands of Shareholders who have supported Coppermoly thus far. We will be investing the majority of the funds directly into very targeted exploration and drilling. We also want to ensure that Shareholders have the opportunity to benefit from any improvement in asset values generated as the funds are put to work over the next year”.

Coppermoly is also intending to undertake private placements of up to $500,000 worth of Shares to sophisticated and professional investors, also at an issue price of $0.02, which will be accompanied by one unquoted option for every three Shares issued which will be exercisable at $0.05 at any time prior to 5:00pm AEST on 1 July 2015.

If any of these Shares are placed before the Record Date for the Offer, the allottees will be entitled to participate in the Offer and the amount to be raised under the Offer will therefore increase accordingly.

An offer document in connection with the Offer and Shortfall Offer is expected to be lodged with the ASX on or about Monday, 14 April 2014 ( Offer Document ) and will be mailed to Eligible Shareholders shortly thereafter. A copy of the Offer Document will also be available for review on ASX’s website (www.asx.com.au) and on Coppermoly’s website (www.coppermoly.com.au) after it is lodged with the ASX.

Further details regarding the Offer are contained overleaf.

On behalf of the Board.

Maurice Gannon Managing Director Coppermoly Limited

Non-renounceable Entitlement Offer

The Offer and Shortfall Offer is being offered to Shareholders that are registered on Coppermoly’s register of members as at 7.00pm (AEST) on the Record Date as having a registered address in Australia, New Zealand, Malaysia or British Columbia, Canada ( Eligible Shareholders ).

The Offer is non-renounceable, meaning that Eligible Shareholders will not be able to transfer their entitlements under the Offer and, if they do not take up their entitlements under the Offer, will be diluted.

Eligible Shareholders will also be able to subscribe for any New Shares that are not taken up by other Eligible Shareholders in accordance with the Shortfall Offer. Applications under the Shortfall Offer will only be satisfied to the extent that there is a shortfall under the Offer and will be subject to the terms and conditions outlined in the Offer Document.

All of the Shares issued pursuant to the Offer and Shortfall Offer will rank equally with the existing Shares on issue from the date of allotment. Further details regarding the Offer and Shortfall Offer and the rights and liabilities attaching to the New Shares and Attaching Options will be contained in the Offer Document for the Offer.

There is no minimum subscription amount for the Offer.

Full details of the Offer, including the timetable and details for how to accept the Offer, will be set out in the Offer Document which the Company expects to lodge with ASX on or about Monday 14 April 2014. Eligible Shareholders should read the Offer Document in its entirety and consult with their stockbroker, accountant or other professional adviser before making any decision whether to subscribe for New Shares pursuant to the Offer.

Use of funds

The funds raised from the Offer, Shortfall Offer and any placements will be used to:

• (a) meet the second payment due to Barrick in August 2014 pursuant to the Re-Acquisition Agreement, being $1,331,836.00;

• (b) undertake additional exploration activity on Coppermoly's exploration licences during the 2014 calendar year, including additional infill drilling and exploration drilling on Coppermoly’s Nakru and Simuku exploration licenses;

• (c) upgrade Coppermoly’s plant and equipment; and

• (d) fund other working capital expenses for the 2014 calendar year.

Further details regarding the use of funds will be set out in the Offer Document.

Timetable

The current proposed timetable for the Offer is set out below. These dates are indicative only and Coppermoly reserves the right to vary these dates (subject to the Corporations Act and the ASX Listing Rules).

The current proposed timetable for the Offer is set out below. These dates Coppermoly reserves the right to vary these dates (subject to the Corporations Rules).	are indicative onl Act and the ASX
Announcement of Offer and Appendix 3B lodged with ASX	8 April 2014
Notice sent to Eligible and Ineligible Shareholders regarding Offer	16 April 2014
Shares quoted on an 'ex-rights' basis	23 April 2014
Record Date for determining Entitlements under the Offer	28 April 2014 (7.00pm AEST)
Offer Document and Application Form dispatched to Eligible Shareholders	30 April 2014
Last date to extend the Offer closing date	13 May 2014
Closing date for Applications under the Offer and Shortfall Offer	16 May 2014
Expected commencement of trading on a deferred settlement basis on ASX	19 May 2014
Latest date for advising ASX of under-subscriptions for the Offer	21 May 2014
Issue date and deferred settlement trading ends	23 May 2014
Holding statements dispatched to Shareholders	23 May 2014
Normal trading of Shares re-commences	26 May 2014

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	(a) Fully paid ordinary shares in the Company (Shares); (b) Quoted options to acquire Shares (Attaching Options).
	(a) Approximately 263,793,571 Shares ; and (b) Approximately 87,931,190 Attaching Options. Each of the above figures are subject to the effects of rounding and the extent to which Eligible Shareholders subscribe for their entitlement under the Offer.

• See chapter 19 for defined terms.

Appendix 3B Page 1

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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) 4 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 5 Issue price or consideration	(a) Fully paid ordinary shares; and (b) Options to acquire fully paid ordinary shares. One Attaching Option for every three shares issued in accordance with the Offer. Options are exercisable at any time prior to 1 July 2015 at an exercise price of $0.05.
	(a) Yes; (b) Not applicable. However, shares issued on the exercise of Attaching Options will rank equally in all respects with the existing Shares from the date of issue.
	(a) $0.02 per Share; and (b) One Attaching Option for every three new Shares issued for no additional consideration.

6 Purpose of the issue Funds raised from the Offer will be used to: (If issued as consideration for the acquisition of assets, clearly (a) meet the second payment due to Barrick identify those assets) in August 2014 pursuant to the ReAcquisition Agreement, being $1,331,836.00; (b) undertake additional exploration activity on Coppermoly's exploration licences during the 2014 calendar year, including additional infill drilling and exploration drilling on Coppermoly’s Nakru and Simuku exploration licenses; (c) upgrade Coppermoly’s plant and equipment; and (d) fund other working capital expenses for the 2014 calendar year. 6a Is the entity an[+] eligible entity Yes. that 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 NIL without security holder approval under rule 7.1 6d Number of[+] securities issued NIL with security holder approval under rule 7.1A 6e Number of[+] securities issued NIL with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued 351,724,761 under an exception in rule 7.2

• See chapter 19 for defined terms.

Appendix 3B Page 3

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• 6g If[+] securities issued under rule Not applicable. 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 Not applicable. 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 110,801,741

• 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)

Subject to any variation to the timetable of the Offer in accordance with the Corporations Act and the ASX Listing Rules, the issue date is expected to be 23 May 2014.	Subject to any variation to the timetable of the Offer in accordance with the Corporations Act and the ASX Listing Rules, the issue date is expected to be 23 May 2014.
Number	+Class
(a) 527,587,142; and (b) 87,931,190 (subject to ASX approval of application for Quotation).	(a) Fully paid ordinary shares; and (b) Options expiring 1 July 2015 having an exercise price of 0.05 per option.

Number +Class 9 Number and +class of all 2,000,000 Exercise price +securities not quoted on ASX $0.05 ( including the +securities in section 2 if applicable) Expiry 4 February 2016 10 Dividend policy (in the case of a No dividend distribution is envisaged in the trust, distribution policy) on the near future increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval No required? 12 Is the issue renounceable or nonNon-renounceable renounceable? 13 Ratio in which the[+] securities 1 new share for every 1 shares held on the will be offered record date 14 +Class of +securities to which the Fully paid ordinary shares offer relates 15 +Record date to determine Subject to any variation to the timetable of entitlements the Offer in accordance with the Corporations Act and the ASX Listing Rules, the record date is expected to be 28 April 2014 16 Will holdings on different Yes registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Round up to the nearest whole Share and in relation to fractions rounded down to the nearest whole Share.

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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 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	All countries other than Australia; New Zealand; British Columbia, Canada; Malaysia; and such other jurisdictions as Coppermoly decides to extend the Offer having regard to the local securities law requirements of those countries, the number of Shareholders in those countries and the number of Shares held.
	Subject to any variation to the timetable of the Offer in accordance with the Corporations Act and the ASX Listing Rules, the closing date for the receipt of acceptance is expected to be 16 May2014.
	Not applicable.
	Not applicable.
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Subject to any variation to the timetable of the Offer in accordance with the Corporations Act and the ASX Listing Rules, the issue date is expected to be 30 April 2014.
	Not applicable – no quoted options

• See chapter 19 for defined terms.

Appendix 3B Page 6

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28 Date rights trading will begin (if Not applicable applicable) 29 Date rights trading will end (if Not applicable applicable) 30 How do security holders sell Not applicable their entitlements in full through a broker? 31 How do security holders sell part Not applicable of their entitlements through a broker and accept for the balance? 32 How do security holders dispose Not applicable of their entitlements (except by sale through a broker)? 33 +Issue date Subject to any variation to the timetable of the Offer in accordance with the Corporations Act and the ASX Listing Rules, the issue date is expected to be 23 May 2014.

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

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• 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.

Appendix 3B Page 8

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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) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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: ......................... (Director/Company secretary)

Print name: Maurice Gannon

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 10

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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

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----- Start of picture text -----

Insert number of fully paid [+] ordinary 171,382,816
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
263,793,571 (Apr 2014)
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 56,437,609
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” 527,587,142
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 79,138,071

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

Insert number of[+] equity securities issued NIL 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

• “C” NIL

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	79,138,071
Note: number must be same as shown in
Step 2
Subtract“C”	NIL
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	79,138,071
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 12

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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” 527,587,142 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 52,758,714

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

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

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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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	52,758,714
Subtract“E” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.10] – “E”	52,758,714 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

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