COPPERMOLY LIMITED — Director's Dealing 2008

Jan 24, 2008

COPPERMOLY LIMITED ACN 126 490 855

Terms of Issue of Directors’ and Officers’ Options

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Terms of Issue of Directors’ & Officers’ Options

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1 Definitions

In these terms:

ASX means, as applicable:

• (a) ASX Limited ACN 008 624 691; or

• (b) the securities exchange operated by ASX Limited.

Certificate means a certificate that specifies the number of Options held by a Holder.

Company means Coppermoly Limited ACN 126 490 855.

Exercise Period means the period commencing on the Issue Date and expiring at 5.00 pm on the Expiry Date.

Exercise Price means $0.30.

Exercised Option Shares means the Shares in respect of which the Option is exercised pursuant to a Notice of Exercise.

Expiry Date means 3 years from the Issue Date.

Holder means a person who holds Options and, if a Holder dies or becomes subject to a legal disability, the Legal Personal Representative of the Holder.

Issue Date means the date of issue of an Option.

Legal Personal Representative means the executor of the will or an administrator of the estate of a deceased person, the trustee of the estate of a person under a legal disability or a person who holds an enduring power of attorney granted by another person.

Notice of Exercise means a notice of exercise of the Option substantially in the form of Annexure A of these terms.

Option means an option issued to a Holder to subscribe for an Share in accordance with these terms.

Share means a fully paid ordinary share in the capital of the Company.

2 Exercise of Option

• 2.1 Options

Each Option entitles a Holder to subscribe for one Share at the Exercise Price.

• 2.2 Exercise

• (a) The Options are exercisable at any time during the Exercise Period.

• (b) Options may be exercised by the Holder delivering to the registered office of the Company:

  • (i) a Notice of Exercise signed by the Holder;

  • (ii) the Certificate for those Options; and

  • (iii) a cheque payable to the Company (or another form of payment acceptable to the Company) in the amount of the product of the number of Options then being exercised by the Holder and the Exercise Price.

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Terms of Issue of Options

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2.3 Exercise all or some Options

• (a) A Holder may only exercise Options in multiples of 50,000 Options, unless the Holder exercises all Options covered by a Certificate able to be exercised by him or her at that time.

• (b) The exercise by a Holder of only some of the Options held by the Holder does not affect the Holder's right to exercise at a later date other Options held by the Holder.

2.4 Completion

• (a) Within 10 Business Days of receiving a Notice of Exercise, the Company must issue the Exercised Option Shares to the Holder and do or cause to be done any other act or thing that is necessary to issue the Exercised Option Shares to the Holder.

• (b) The Company is not obliged to issue Exercised Option Shares on exercise of Options until any cheque received in payment of the Exercise Price has been honoured on presentation.

• (c) If a Holder submits a Notice of Exercise in respect of only part of the Options covered by a Certificate, the Company must issue a Certificate stating the remaining number of Options held by the Holder.

2.5 Shares rank equally

The Shares issued on the exercise of the Option will rank equally in all respects as from the date of issue of those Shares with all existing ordinary shares in the capital of the Company.

2.6 Lapse

If a Holder fails to exercise any Options registered in the Holder's name before 5.00 pm on the Expiry Date, those Options that the Holder has not exercised lapse and all rights of the Holder in respect of those Options cease.

2.7 Listed Shares

If the Shares are listed on ASX, the Company will apply for quotation of the Exercised Option Shares in accordance with the Listing Rules.

3 Participation rights

There are no participating rights or entitlements inherent in the Options and Holders will not be entitled to participate in any new issue to shareholders of the Company during the currency of the Options.

4 Options Cancellable

If a Holder ceases to hold office as a director of the Company, the Directors, at their discretion may cancel all or part of the Holder’s Options by giving the Holder 30 days’ in writing of the cancellation. Any unexercised Options will be cancelled at the expiry of that 30 days’ notice.

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Terms of Issue of Options

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5 Reorganisation

• (a) If there is any reorganisation of the capital of the Company including, without limitation, a consolidation or subdivision of any of the issued capital of the Company, or a pro rata bonus issue of Shares the Options must be reorganised in the way required under the Listing Rules.

• (b) The rights of the Holder may be changed to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

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Terms of Issue of Directors’ & Officers’ Options

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Annexure A – Notice of Exercise

The Secretary Coppermoly Limited (ACN 126 490 855) PO Box7996 Gold Coast Mail Centre Qld 9726 AUSTRALIA

I ____________

being the registered holder of _______ options, evidenced by Option Certificate No.

_______, to acquire an equivalent number of fully paid ordinary shares in the

capital of Coppermoly Limited (ACN 126 490 855) ( Company ):

• (1) exercise _____ of those options ( Options );

• (2) request the issue to me of an equivalent number of fully paid ordinary shares in the capital of the Company;

• (3) request that you place my name on the register of members of the Company in respect of the ordinary shares issued to me; and

• (4) agree to be bound by the constitution of the Company.

I enclose a cheque in the sum of $

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being the total Exercise Price required to exercise the Options.

If this notice is signed by an Attorney, the Attorney hereby declares that no notice of revocation has been received in respect of the power under authority of which this notice is signed.

Please forward any share certificate and, if applicable, any new Option Certificate for any remaining unexercised Options to me by post at the address set out below.

SIGNING REQUIREMENTS **

Dated:

Signed:

Address

** See next page for signing instructions

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Terms of Issue of Options

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GENERAL SIGNING INSTRUCTIONS

• This form must be signed correctly by the option holder.

• Where this form is signed by an attorney under power of attorney, please print the name of the attorney and state that the request is signed under power of attorney (eg. John Smith as attorney of Greg Jones under power of attorney), and produce the power of attorney for noting by the Company.

• If this form has been signed by an Attorney and the power of attorney has not previously been produced to the Company, such power of attorney must be forwarded to the Company with this Notice for noting and return.

• Cheques must be in Australian currency made payable to “Coppermoly Limited” and crossed “Not Negotiable”.

• THIS APPLICATION FORM WITH THE APPROPRIATE REMITTANCE SHOULD BE LODGED WITH THE COMPANY SECRETARY AT THE COMPANY’S REGISTERED ADDRESS:

By Mail The Secretary Coppermoly Limited PO Box7996 Gold Coast Mail Centre Qld 9726 AUSTRALIA

By hand 94 Bundall Road BUNDALL QLD 4217 AUSTRALIA

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ISSUED OPTIONS OF COPPERMOLY AS AT 25.10.07

Option Holder	Number	Date of Issue	Options Exercised	Options Outstanding
Robert (Bob) McNeil	1,000,000	22 October 2007	Nil	1,000,000
Peter McNeil	500,000	22 October 2007	Nil	500,000
Peter Swiridiuk	1,000,000	22 October 2007	Nil	1,000,000
Doug Hutchison	1,000,000	22 October 2007	Nil	1,000,000
Dal Brynelsen	500,000	22 October 2007	Nil	500,000
Garry Edwards	700,000	22 October 2007	Nil	700,000
TOTAL	4,700,000	-	-	4,700,000