COPPERMOLY LIMITED — Major Shareholding Notification 2014

Jan 1, 2014

Form 603

Corporations Act 2001
Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Coppermoly Limited
ACN/ARSN	126 490 855
1. Details of substantial holder (1)
Name	Ma, Piwu
ACN/ARSN (if applicable).
The holder became a substant al holder on	31 December 2013

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had $\alpha$

leievant interest (3) in on the date the substantial holder became a substantial holder are as follows

Class of securities (4)	Number of securities.	Person's votes (5)	Voting power (6)
Ordinary shares	$-02737.609$	52.737.609	19.99%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows.

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securties
Ma Piwu	[Registered holder (s608(1)(a)) of the securities purchased under the Placement Agreement dated 20 December 2013, copy of which is lannexed to this notice and marked Annexure A	52 737 609 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
Ma Piwu	Ma Piwu	Ma Piwu	52.737.609 ordinary

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant merest	Date of acquisition.	Consideration (9)	Class and number of securities.
Ma Pwu	31 December 2013	\$0.016 per ordinary share	52.737.609 ordinary

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows

Name and ACN/ARSN (if applicable)	Nature of association
N/A

7. Addresses

The addresses of persons named in this form are as follows

Name	Address
Ma, Piwu	14-6B, Building C. Jinshang International, Yingbin Road West, Yuci, Shanxi Province, China

Signature

print name Ma, Piwu		capacity
sign here		date 31/12/2013
	DIRECTIONS

• if there are a number of substantial holders with similar or related relevant interests (eg, a corporation and its related corporations, or the manager and $(1)$ trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001 $(2)$
• See the definition of "relevant interest" in sections 605 and 671B(7) of the Corporations Act 2001 $(2)$
• The voting shares of a company constitute one class unless divided into separate classes id
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a $\sqrt{5}$ relevant interest in

$\langle \widehat{\mathfrak{s}} \rangle$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100

• Include details of
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any $(75)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement, and
• any qualification of the power of a person to exercise, control the exercise of or influence the exercise of, the voting powers or disposal of the
  securities to which the relevant interest relates (indicating clearly the p $(b)$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown"
• $(9)$ Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has lor may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired

Annexure A

This is Annexure "A" of 20 pages referred to in the Form 603 - Notice of Substantial Holder signed by me and dated 31 December 2013.

$\lambda$

31 December 2013 Date

$\bar{\nu}$

$M$ or $P_2$ $W$ $U$ $\rightarrow$ $W$ $^2$

Placement Agreement

Parties

• Ma, Piwu of 1-6B, Building C, Jinshang International, Yingbin Road West, Yuci, Shanxi A. Province, China (Placee)
• Coppermoly Limited ACN 126 490 855 of Level 1, 94 Bundall Road, Bundall, Queensland B. (Coppermoly)

Background

• Coopermoly is copper and gold explorer who has been admitted to the ASX's official list. A.
• Coopermoly wishes to raise additional funds to fund the repayment of its existing convertible $\overline{B}$ notes and to progress its exploration activities.
• The Placee has agreed to subscribe for, and Coppermoly has agreed to issue, the Placement $C.$ Shares, on the terms and conditions contained in this Agreement.

Operative clauses

Definitions $\overline{1}$ .

• $11$ In this Agreement:
• capitalised words and phrases have the meanings as set out at Schedule 1. $(a)$
• unless the context otherwise requires: $(b)$
  • a reference to a clause, paragraph, schedule or annexure is a reference to a $(1)$ clause or paragraph of or schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures attached to this Agreement;
  • a reference to a specific time for the performance of an obligation is a $(2)$ reference to that time in the state of Queensiand, Australia;
  • a reference to a Party includes its executors, administrators, successors and $(3)$ permitted assigns and if more than one, includes those persons jointly and each of them severally, their respective executors administrators and assigns;
  • any provision in this Agreement stating that a Party "must" do something or $(4)$ "must" not do something should be read and construed as an agreement by that Party to do or not to do the matter or thing referred to;
  • $(5)$ if the day on which:
  • anything, other than a payment, is to be done is not a Business Day, $(A)$ that thing shall be done on the preceding Business Day; and

• a payment is to be made is not a Business Day it shall be made on $(B)$ the next Business Day but if the next Business Day falls in the next calendar month it shall be made on the preceding Business Day.
• if an act, other than a payment or the giving of a communication, is $(C)$ required to be done on a particular day and the act is done after 6:00pm on that day, it will be deemed to have been done on the following day.

$\overline{2}$ . Placement

• The Placee irrevocably agrees to subscribe for the Placement Shares, and Coppermoly $2.1$ agrees that it will allot and issue the Placement Shares to the Placee, at the Issue Price, in consideration for receiving payment of the Placement Funds, in accordance with clause 4.
• The Placee must pay the Placement Funds (in cleared funds) into the Coppermoly Account $2.2$ on or before the Allotment Date.
• The Placement Shares must: 2.3
• be issued on the Allotment Date: and $(a)$
• rank equally in all respects with existing fully paid ordinary shares in Coppermoly. $(b)$
• $2.4$ Coppermoly must:
• apply to the ASX for official quotation of the Placement Shares on the Allotment Date; $(a)$ and
• $(b)$ procure that:
  • a notice that complies with section 708A(5)(e)(i) of the Corporations Act is $(1)$ given to ASX in relation to the Placement Shares within 5 Business Days of the Allotment Date; and
  • all other conditions that are required to be satisfied under section 708A of the $(2)$ Corporations Act in order to facilitate dealing in the Placement Shares by the Placee (or its nominee) from the Allotment Date without lodgement of a disclosure document under Part 6D.2 of the Corporations Act are so satisfied.

3. Nature of investment

• The Placee acknowledges that the offer of the Placement Shares is being conducted pursuant $3.1$ to section 708 of the Corporations Act and, accordingly, Coppermoly is not required to provide the Placee with a disclosure document due to the investor status of the Placee.
• The Placee acknowledges that by subscribing for the Placement Shares: $3.2$
• that its application for Placement Shares is irrevocable and that you agree to pay the $(a)$ Placement Funds to Coppermoly on or before the Allotment Date;
• to be bound by Coppermoly's constitution; and $(b)$
• that no Placement Shares will be issued until Coppermoly receives the Placement $(c)$ Funds (in full) into the Coppermoly Account (in cleared funds).

3.3 Coppermoly confirms that the details of the Coppermoly Account are accurate for the purpose of transmitting the Placement Funds from China.

$\overline{\mathbf{A}}$ Completion

• Completion will take place at 2:00pm AEST on the Allotment Date at Coppermoly's offices, or $4.1$ such other time and place as is acreed by the Parties in writing.
• 4.2 On or before Completion, the Placee must:
• deliver to Coppermoly a duly completed and signed Application Form; and $(a)$
• $(b)$ pay the Placement Funds to Coppermoly in accordance with clause 2.2.
• $4.3$ On Cornoletion, and subject to satisfaction of the Placee's obligations in accordance with clause 4.2, Coppermoly must:
• procure that a resolution of the directors of Coppermoly is passed, approving the: $(a)$
  • issue of the Placement Shares to the Placee; and $(1)$
  • entry of the Placee's name into Coppermoly's register of members; and $(2)$
• $(b)$ take such other steps as are necessary under Coppermoly's constitution or other regulatory requirements to constitute the Placee as the holder of the Placement Shares.
• $4,4$ Coppermoly will, within 5 days of issue of the Placement Shares, confirm to ASX that it has complied with chapter 2M and section 674 of the Corporations Act 2001 and confirm that there is no excluded information under section 708A that Coppermoly Limited has not disclosed to the market because of the carve outs from ASX Listing Rule 3.1.

ASX Announcements and Notifications 5.

• 5.1 The Placee acknowledges and agrees that in order for Coopermoly to comply with its continuous disclosure requirements in the ASX Listing Rules and the Corporations Act, Coppermoly will be required to release an ASX announcement regarding the Placement Shares immediately after this Agreement is signed (or earlier if required by the ASX Listing Rules).
• $5.2$ Coppermoly will give the Placee a reasonable opportunity to review and comment on any such ASX announcements.

6. Representations and Warranties

• $6.1$ Coppermoly represents and warrants to the other Party that:
• it has full legal capacity and power to enter into this Agreement and to carry out the $(a)$ transactions that it contemplates, and to own its property and to carry on its business;

• if has (or will have, as contemplated by this Agreement) taken all corporate action that $(b)$ is necessary or desirable to authorise its entry into this Agreement and its carrying out the transactions that it contemplates:
• it holds (or will hold, as contemplated by this Agreement) each authorisation that is $(c)$ necessary or desirable to execute this Agreement and to carry out the transactions that it contemplates, and it is complying with any conditions to which any of these authorisations are subject;
• this Agreement constitutes its legal, valid and binding obligations, enforceable against $(d)$ it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration;
• neither its execution of this Agreement nor the carrying out by it of the transactions $(e)$ that it contemplates, does or will:
• contravene any law to which it or any of its property is subject or any order of $(1)$ any government agency that is binding on it or any of its property;
• contravene ASX Listing Rules (including ASX Listing Rules 7.1 and 7.1A); $(2)$
• contravene any undertaking or instrument binding on it or any of its property; $(3)$
• contravene any authorisation; or $(4)$
• $(5)$ contravene its constitutional documents;
• no receiver or receiver and manager or mortgagee in possession is currently $($ f $)$ appointed or acting in relation to any of its property or property of a Subsidiary; and
• it is not entering into this Agreement as trustee of any trust or settlement. $(a)$
• In addition, and without prejudice to, the representations and warranties contained in clause 62 6.1, Coppermoly represents and warrants to the Placee, that:
• as an inducement to the Placee entering into this Agreement, and as a condition of $(a)$ this Agreement, that at the date of this Agreement:
  • Coppermoly is not issuing the Placement Shares for the purpose of the $(1)$ Placee selling or transferring them, or granting issuing or transferring interests in, or options over them within 12 months after their issue;
  • there is no ASIC determination pursuant to subsection 708A(2) of the $(2)$ Corporations Act in force in respect of Coppermoly;
  • Coppermoly satisfies each of the preconditions to the case 1 exemption set $(3)$ out in subsection 708A(5)(a) - (d) of the Corporations Act;
• as at the date of the cleansing statement, Coppermoly has, and will have, complied $(b)$ with:

• the provisions of Chapter 2M of the Corporations Act as they apply to $(1)$ Coppermoly; and
• $(2)$ section 674 of the Corporations Act; and
• there is no excluded information of the kind referred to in clause 708A(6)(e). $(3)$ (7) and (8) of the Corporations Act.
• The Placee represents and warrants to Coppermoly that: 6.3
• he has full legal capacity and power to enter into this Agreement and to carry out the $(a)$ transactions that it contemplates;
• this Agreement constitutes his legal, valid and binding obligations, enforceable $(b)$ against him in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration;
• he holds each authorisation that is necessary or desirable to execute this Agreement $(c)$ and to carry out the transactions that it contemplates, and is complying with any conditions to which any of these authorisations are subject;
• he is not an 'Associate' (as that term is defined in the Corporations Act for the $(d)$ purposes of Chapter 6 of the Corporations Act) of any of Jelsh Holdings Pty Ltd, WXH Holdings Pty Ltd, WXH Holdings Limited, Wanfu Huang and Xiaoyi Shen;
• as an inducement to Coppermoly to enter into this Agreement, and as a condition of $(e)$ this Agreement, that at the date of this Agreement and at Completion, the Placee is not acquiring the Placement Shares for the purpose of selling or transferring them, or granting, issuing or transferring interests in, or options over them within 12 months after their issue:
• he is not entering into this Agreement as trustee of any trust or settlement; and $(f)$
• in deciding to subscribe for Placement Shares, he has not in any way relied on any $(q)$ statements or representations made by Coppermoly, its directors or its employees except as expressly set out in this Agreement.
• 6.4 Each Party acknowledges that:
• their representations and warranties are given and made at the date of this $(a)$ Agreement and on each date after that date until , and on the day of, Completion; and
• that each Party is entering into this Agreement in reliance on the representations and $(b)$ warranties given by the other Party.

$7.$ Miscellaneous

• This Agreement may only be altered in writing signed by each Party. $7.1$
• Any stamp duty, duties, levies or other taxes of a similar nature (including fines, penalties and $7.2$ interest) in connection with this Agreement or a transaction contemplated by this Agreement, must be paid by Coppermoly (including stamp duty).

• 7,3 Except r..,here this Agreanrent expressly slates rthenuise, each Party must pay ils ov.,n expense\$ incurred in negotiating, and exectrling this Agreenreni,
• 7.4 This Agreement may be executed in counterparts. Al! executed counterpa''ts constitute one document.
• 7.5 A pary who has execilted a counterpart of this Agreemerrt may exchange thal counlerpart rvith another paicy by electronicarly rnailing a PDF copy of the countepart executed by it to that other party and, cn request, that alher party, will ihereafter promptly deliver by hand or pcst to ihat other party the executed eounterparl exchange eiectronic mail.
• 7.6 This Agreement constitutes the entlre agreement between the Parties in conneclion wilh its subject matter and supersedes all previous agreements or understandings between the Parties in connection witf't its subject matter.
• 7.7 Each Party must do, al its own expense, everything reasonably necessary {inclurling exec;ting documents) to giue lull effect to this Agreement and the transaction contemplated by il.
• 7,8 Time of is of the essence of this Agreement,
• 7.9 T'his Agreement is govcmed by the larr,r of Sueensland and eaclr Party irrevocat;ly and uncorditionally submits to the non-exclusive jilrisdistion of the court€ of Sueensland.

Schedule 1 - Definitions

Allotment Date	means 31 December 2013.
Application Form	means a written application for the Placement Shares in substantially the form set out in Annexure A.
means ASX Limited and the securities markets operated by it. ASX
means the listing rules of the security markets operated by the ASX. ASX Listing Rules
means a day that trading banks are open for business in Brisbane, Business Day Queensiand, Australia and excludes a Saturday or Sunday (AEST).
Completion	means completion of the issue and allotment of the Placement Shares.
Coppermoly Account	means the following bank account operated by Coppermoly: Account Name: 4 Bank: Branch No: Account No: Swift Code:
Corporations Act	means Corporations Act 2001 (Cth) and includes related regulations.
Issue Price	means \$0.016 per Share.
Party	means a party to this Agreement and the term Parties has a corresponding meaning.
Placement Funds	means the aggregate amount of Australian Doilars 843,801.75 only.
means 52,737,609 Shares issued at the Issue Price, each a Placement Shares Placement Share
Shares	means fully paid ordinary shares in the capital of Coppermoly.

page 7

Annexure A - Share Placement Application Form

Coppermoly Minerals Limited ACN 126 490 855

SHARE PLACEMENT APPLICATION FORM

Ma, Piwu (Placee),

(Co Registration No. if applicable)

of 1-6B, Building C, Jinshang International, Yingbin Road West, Yuci, Shanxi Province, China (Placee)

hereby apply for ......... 52,737,609 .................................... (number)

fully paid ordinary shares in the capital of Coppermoly Limited (Shares) at AUD \$0.016 per Share and agree to provide payment by way of bank cheque or telegraphic transfer upon presentation or provision of this form to Coppermoly Limited. $\sim$ $\epsilon$ $_{\odot}$

My tax file number is ...................................

complete one only).

The Placee agrees to accept the Shares allotted and to be bound by the constitution of Coppermoly Limited and authorises its name to be placed on the register of members in respect of the Shares.

The Placee:

• confirms that it is a person to whom disclosure under Part 6D.2 of the Corporations Act 2001 $(a)$ (Cth) is not required because of section 708 of the Corporations Act 2001 (Cth); and
• $(b)$ acknowledges that:
• Coppermoly Limited is not allotting the Shares with the purpose of selling or $(1)$ transferring them, or granting, issuing or transferring interests in, or options over, them; and
• It has not received a disclosure document (within the meaning of the Corporations Act $(2)$ 2001 (Cth)) in relation to the offer of the Placement Shares.

By issuing shares on the basis of this application, Coppermoly Limited confirms that:

• it will issue shares subject to this application as soon as practicable after receipt of this $(a)$ application; and
• for the purposes of section 708A(6) of the Corporations Act 2001 and in order to enable the $(b)$ shares to be sold within 12 months of their issue, it will within 5 days of issue of the shares. confirm to ASX that it has complied with chapter 2M and section 674 of the Corporations Act 2001 and confirm that there is no excluded information under section 708A that Coppermoly Limited has not disclosed to the market because of the carve outs from ASX Listing Rule 3.1.

**************************************

Executed as an agreement on $\Omega$ December 2013

Signed by MA, PIWU in the presence of:

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Witness

Placee signature

Witness name (please print)

. . . . . . . . . . . . . . . . . . . . Name (please print)

Executed by Coppermoly Limited

$\mathfrak{D}^{\mathcal{A}}$ $\frac{1}{2}$ $\cdots$ . . . . . . . . . . Director $T - R$ ..................................

, .....................................

Name (please print)

. . . . . . . . . . . . . . . . . . . Director/Company Secretary

$\begin{array}{cccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccc$ Name (please print)

. . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . .

Executed as an agreement on $\mathcal{Z}_O$ December 2013

Signed by MA, PIWU in the presence of:

...................................... Witness

Placee signature

....................................... Witness name (please print)

Name (please print)

Executed by Coppermoly Limited

. . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . .

M. GANNON

---

Director/Company Secretary

...................................... Name (please print)

Director

Name (please print)

Placement Agreement

Parties

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• Corporation Commission (2014) 2016 2015 of Lewis 1, 64 Bunder/ Road, Bunder, Greenwise 1 Contemph

Background

• Coopertriply a copper and gold explorer who has been selected to the ASK's altitudied $\overline{2}$
• Concerning weaver to raise accounts under to fund the reportment of to existing conventible. nows and to problem in a quickance collectes.
• The Fraces has agreed to subscribe for and Coppenholy has agreed to sover ExcPlanement Ł. (Tusses, to the terms and condition included in Tax Action and

Deurative classes

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  • a reference in a classic costagación (consolation) a la mission de la mission de la i fi clause or paragraph of or schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures atta to this Agreement:
  • a reference to a specific time for the performance of an obligation is a $(2)$ reference to that time in the state of Queensland. Australia:
  • a reference to a Party includes its executors, administrators, successors of $(3)$ permitted assigns and if more than one, includes those persons jointly a each of them severally, their respective executors administrators and as a re-
  • any provision in this Agreement stating that a Party "must" do something the $(4)$ "must" not do something should be read and construed as an agreement the that Party to do or not to do the matter or thing referred to;
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2. Placement

• *** Placee irrevocably agrees to subscribe for the Placement Shares, and Coppermoly $\frac{2}{\sqrt{3}}$ * * *** s that it will allot and issue the Placement Shares to the Placee, at the Issue Price. I** as a serial serial for receiving payment of the Placement Funds, in accordance with clause 4
• *** *lacee must pay the Placement Funds (in cleared funds) into the Coppermoly Account $\frac{1}{\sqrt{2}}$ 25 <* before the Allotment Date.
• II. The Placement Shares must:
• to near the 4-string Day and $x \approx$
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• all officer complete that are required to be subsided under support 7054 to the $1.38^o$ Corporations Act in order to facilitate dealing in the Placement Shares by # # Placee (or its nominee) from the Allotment Date without lodgement of a disclosure document under Part 6D.2 of the Corporations Act are so satisfied

Nature of investment 道。

• If r Hacee acknowledges that the offer of the Placement Shares is being conducted pursulant $\frac{3}{2}$ 10 Mattion 708 of the Corporations Act and, accordingly, Coppermoly is not required to prevent a for acee with a disclosure document due to the investor status of the Placee.
• The Placee acknowledges that by subscribing for the Placement Shares: $\mathbb{R}$ .
• that its application for Placement Shares is irrevocable and that you agree to pay 18: Placement Funds to Connermoly on or hefore the Allolment Date:
• to be bound by Copperhosy a constance and $\frac{1}{2}$ . And $\frac{1}{2}$
• that no Francisco Station and Immitted and Guigants significences the Flauenced $\frac{1}{2}$ as Funds (in hall and the Coppertment Actorum) in change funds).

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$3.3$ Coppermoly confirms that the details of the Coppermoly Action Core activities that a strategy is the of transmitting the Placement Funds from China.

$\overline{4}$ . Completion

• $4.1$ Completion will take place at 2:00pm AEST on the Allotment Data at Concentral and Theat. La Traffen hee and place as as agreed by the Parties in write a
• dimentional Completer the Placee must: る気
• $\mathbb{R}$ debyes list and a duly completed and signed Association Fare and
• pay the Pacement Funds to Coppermoly in accordence with clause 2.2 $10^o$
• $\frac{1}{16}$ C** Completion and lungerities satisfaction of the Placee's collegeon that action through will Chaked Pincern Hall
• Sep MODAN THE ARREss him of the directors of Coppermental names in a stational in a
  • week of the Elapement Shares to the Places. and $\mathbb{R}$
  • entry of the Platation of the Congresswith recover of members and $(2)$
• $\overline{\mathbb{R}}$ take such other steps as we necessary under Concentrative Economics of interest requiatory requirement) to constitute the later as the feature of furthermore Shares.
• 44 Coppermoly will, within 5 days of areas of the Placement Strucks, andwers to ASK that 4 fluorremplied with chapter 2M and section 9.14 of the the possible on Act 2008 and contain that There is no excluded information under accept 1554 that Coppertings Londra has led Co-closed to the market because of the care in a harm ASH Union Halls 3

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• as an inquirament to Occoentrally formally individual and and and as a condition of $\mathbf{R}^{\mathcal{G}_{\mathcal{M}}}$ tov Agreement, that at the lates of this Agreement and at Contraction. The Place's is not accurated the Placement Shores for Despinations of Inding or Europhating Eners, or pulating interests of handboring measurity in, or options used from within 12 months. after their bisket
• he is not entering into this is a semand as invalue of any trust or section are: 門
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• Except where this Agreement expenses, states where se is easy than that the per- $7.3$ expenses incurred in negotiating and ensuring the dependent
• This Agreement may be executed in Contemporar As an education counterparts between the one $7.4$ document.
• a party who has executed a counterpart of this Agreement may exchange that counterport $\begin{array}{c} 1 & a^3 \ a^3 & a^4 \end{array}$ with another party by electronically mailing a PDF copy of the counterpart executed by it x that other party and, on request, that other party, will thereafter promptly deliver by hand as is to that other party the executed counterpart exchange electronic mail.
• $^*$ $\mathcal{C}$ " "nis Agreement constitutes the entire agreement between the Parties in connection with de-» ibject matter and supersedes all previous agreements or understandings between the l'arties in connection with its subject matter.
• Fach Party must do, at its own expense, everything reasonably necessary (including $\begin{array}{ccccc}\n\frac{1}{2} & & & & \
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The singling essays of fin Agency and $\mathcal{L}{\mathcal{L}{\mathcal{L}}}$

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Schedule 1 - Definitions

Allotment Date	means 31 December 2013.
Application Form	Teams a medicing fold on being Houseast Change in 1978 anti-fa is having a stranged
表演工	This AND Long and is would a rates sound by t
ASX Lasseg Hutmi	master the lights have of the security interfacional consecutive with
Hindsons Osy	restes a dey that traders panks are coort for business in Brencher Greene and Australia and Hullery J. Hallery or Scheau Lands,
CONTIDENTICAL	manum un medicion di tha rate a BSS and that all the was elected based on
GIRRHITELY RECOURT	mediation following that a account powering be Depositions face rathers and The Company REAL BOX 1999 IN THE BOARD ARCOUNT PER SANTA CONTRACTOR
Cartes and houses. Boy-	Tere Liverpas Ad, William and maker manufacturers
hase Price	resona DEO 16 par Straig
Martie	reason is said to be Aproved and to tart Farter that CONTRACTORS THE STATE
Placement Funds	desiration copressor empion of Australian Colara 643 801 12 cm v
Placement thangs	magni S2 717 939 Stains saved id the sound from each a Marian and Maria
Shares	Teather is indicate www.allenger effective

Annexure A - Share Placement Application Form

Commissions Minimals Lended ACM 126-480 886

SHARE PEACHMENT AFFLICATION FORM

Naj, Fears, ("Sampa)

		HM	E.C. Hierastration No. if applicable)
		Fall	IF THIN/SRN, if applicable)
IPISCHIE			of 1-88 思考地位 C presentation international integer Road West Tuci, Shanxi Province, China
		Function and property of the Second Control Control Control Control Control Control Control Control Control Control	(number)
		provision of this torn to Coopernia, Lamited.	h,#ypak: ordinary sharvel at the capras. 2*Coppermary Latinet (≸kares) at AUD \$0.016 per Shar# and digited by an evidence environment to your, of bugsik cheque or telegraphic translations and the present of
My Lits Minimum Com 15.			N/A
			$\sim$
			The Fuces agrees to a clear the function and to be bound by the constrainty of Conserving I make and authorism on name to be placed on the register of members in respect of the Shares.
	The Figger
論	Candidate Road the at person for whom disclosure under Part 60.2 of the Concentrators Act 2001. (Cristenet required because of section 708 of the Corpora and Actiodical Line and
$\mathcal{L}_{\text{max}}$	AO hours bandbar
			. If a consequence of the contract the second consequence of the second consequence of the second consequence of the consequence of the consequence of the consequence of the consequence of the consequence of the consequenc

• $\frac{1}{2}$ Concernoy Linked & 193 Motors the Shares with the curbons of Holling or transfering from the graviting, detailing of the strelling interests in this phone code Figure and
• it man man receive a mass countries to a more than the state state of the Company state. Act a 2 21421 BOBO) in suicident (St. Bur. offer of the Homewood Shores-

For resume shares on the basis of the a relication. Occontrated it must confirma that

• A wide state and the second to the subsequent of the second second companies of the second of the s $\mathcal{L}$ application, and
• for the surposes of such an 108 A.D. plates Constraints a Ad 2005 and in order to examine the h. all the sound with a 12 minutes of the state of not with a subject wind of the states, Gardner for ASA final dinast completed with chapter ZM and section 674 of the Consorts one Ast 2004 and confirmitial there is no equiped a tormation under section 2004 stan Cappentrion Let the East raid descensed by the manual income on of the came only from ASX (ashing Hight S.7

Executed as an agreement on

December 2013

$\epsilon$

Signed by MA, PIWU in the presence of:

Lu Porrg nua Witness ...................... . . . . . . . . . . . . . . . . . . . .

Witness name (please print)

Executed by Coppermoly Limited

MaPiWu 323

. . . . . . . . . .

. . . . . . . . . .

Name (please print

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Director

....................................... Name (please print)

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Never passer (evil)