Coppermoly : 2017 AGM Notice of Meeting

ASX Announcement 26 October 2017 ASX Code: COY DISPATCH OF NOTICE OF 2017 ANNUAL GENERAL MEETING

Coppermoly Ltd is pleased to advise that the Company's 2017 AGM will be held at its registered office at 10.30am (AEST) on Friday 24 November 2017.

The 2017 AGM Notice of Meeting and Proxy Form, attached below, are being sent to Shareholders today.

On behalf of the Board. Paul Schultz

Company Secretary Coppermoly Ltd

Suite 1B, 91 Upton Street Bundall, Queensland 4217 Email: [e-mail] Telephone: [phone]

About Coppermoly

Coppermoly (COY) is an ASX listed junior exploration company which has been listed on the ASX since 2008. Coppermoly's head office is located on the Gold Coast, Australia and its mineral exploration activities are focused entirely on the island of New Britain in PNG where it is exploring for copper, gold, silver, zinc, and molybdenum.

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Notice of Annual General Meeting - Friday 24 November 2017

Notice is hereby given that the Annual General Meeting of Coppermoly Limited will be held at the

Company's registered office located in

Suite 1B, 91 Upton Street, Bundall, Queensland on Friday 24 November 2017 at 10.30am (Queensland time)‌‌

for the purpose of transacting the business set out in this Notice.

If you are unable to attend the Meeting you are encouraged to complete and return the enclosed Proxy Form which allows you to appoint a proxy to vote on your behalf.

The completed Proxy Form must be received by the Company no later than 10.30am (Queensland time) on Wednesday 22 November 2017, being 48 hours before the commencement of the Meeting.

ORDINARY BUSINESS Financial Report

To receive the financial report of the Company and the reports of the Directors and of the Auditors for the financial year ended 30 June 2017.

Note: There is no requirement for Shareholders to vote on the reports.

RESOLUTION 1: Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of section 250R(2) of the Corporations Act 2001, and for all other purposes, the Remuneration Report for the financial year ended 30 June 2017 as disclosed in the Company's 2017 Annual Report be adopted."

Note: This Resolution is advisory only and does not bind the Company or the Directors. However, if 25% or more votes that are cast on Resolution 1 are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at that second annual general meeting on an additional resolution on whether another meeting should be held at which all of the Company's Directors, other than the Managing Director, must stand for re- election.

Voting Exclusion Statement: The Company will disregard any votes cast (in any capacity) on Resolution 1 by, or on behalf of, a member of the Key Management Personnel (KMP) whose remuneration details are included in the Company's Remuneration Report for the year ended 30 June 2017, or a Closely Related Party of such a person, unless the vote is cast as proxy for a person who is entitled to vote on Resolution 1 and the vote is:

1. cast in accordance with directions on the Proxy Form specifying how the proxy is to vote; or

2. cast by the Chair of the Meeting and the Proxy Form does not specify the way to vote and expressly authorises the Chair to vote as they decide even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

RESOLUTION 2: Re-election of Director - Dr Wanfu Huang

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Dr Wanfu Huang, who retires as a Director of the Company by rotation in accordance with Article 16.1 of the Company's constitution, and being eligible, be re-elected as a Director of the Company."

Please refer to the attached Explanatory Notes for further information.

RESOLUTION 3: Approval for Issue of Shares to Mr Kevin Grice in lieu of Director's Fees

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11, and for all other purposes, the issue of 2,345,600 Shares at $0.025 per Share to Mr Kevin Grice, a Director of the Company, in accordance with the agreement between Coppermoly and Mr Grice and otherwise on the terms set out in the Explanatory Notes, be approved."

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 3 by any director of the Company and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the Chair of the Meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

Further, a vote must not be cast on Resolution 3 (and will be taken not to have been cast if cast contrary to this restriction) by a member of the KMP and any Closely Related Party of such a member acting as a proxy, if their appointment does not specify the way the proxy is to vote on this Resolution 3. However, a member of the KMP or any Closely Related Party of such a member may vote when acting as proxy if the person is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

RESOLUTION 4: Approval for Issue of Shares to Mr Jincheng Yao in lieu of Director's Fees

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11, and for all other purposes, the issue of 3,318,356 Shares at $0.025 per Share to Mr Jincheng Yao, a Director of the Company, in accordance with the agreement between Coppermoly and Mr Yao and otherwise on the terms set out in the Explanatory Notes, be approved."

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 4 by any director of the Company and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the Chair of the Meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

Further, a vote must not be cast on Resolution 4 (and will be taken not to have been cast if cast contrary to this restriction) by a member of the KMP and any Closely Related Party of such a member acting as a proxy, if their appointment does not specify the way the proxy is to vote on this Resolution 4. However, a member of the KMP or any Closely Related Party of such a member may vote when acting as proxy if the person is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

RESOLUTION 5: Approval for Issue of Shares to Dr Wanfu Huang in lieu of Director's Fees

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11, and for all other purposes, the issue of 3,292,055 Shares at $0.025 per Share to Dr Wanfu Huang, a Director of the Company, in accordance with the agreement between Coppermoly and Dr Huang and otherwise on the terms set out in the Explanatory Notes, be approved."

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 5 by any director of the Company and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the Chair of the Meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

Further, a vote must not be cast on Resolution 5 (and will be taken not to have been cast if cast contrary to this restriction) by a member of the KMP and any Closely Related Party of such a member acting as a proxy, if their appointment does not specify the way the proxy is to vote on this Resolution 5. However, a member of the KMP or any Closely Related Party of such a member may vote when acting as proxy if the person is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

RESOLUTION 6: Approval for Issue of Shares to Mr Zule Lin in lieu of Director's Fees

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11, and for all other purposes, the issue of 1,554,338 Shares at $0.025 per Share to Mr Zule Lin, a Director of the Company, in accordance with the agreement between Coppermoly and Mr Lin and otherwise on the terms set out in the Explanatory Notes, be approved."

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 6 by any director of the Company and any of their Associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the Chair of the Meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

Further, a vote must not be cast on Resolution 6 (and will be taken not to have been cast if cast contrary to this restriction) by a member of the KMP and any Closely Related Party of such a member acting as a proxy, if their appointment does not specify the way the proxy is to vote on this Resolution 6. However, a member of the KMP or any Closely Related Party of such a member may vote when acting as proxy if the person is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

SPECIAL BUSINESS RESOLUTION 7: Approval of Additional 10% Share Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That for the purpose of ASX Listing Rule 7.1A, and for all other purposes, Shareholders approve the Company having the additional capacity to issue up to 10% of the issued capital of the Company (at the time of the issue), calculated in accordance with the formula set out in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement accompanying this notice."

Voting Exclusion Statement: The Company will disregard any votes cast (in any capacity) on this Resolution by a person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if this Resolution is passed, and any associates of those persons. However, the Company will not disregard a vote if it is:

1. cast in accordance with directions on the Proxy Form specifying how the proxy is to vote; or

2. cast by the Chair of the Meeting and the Proxy Form does not specify the way to vote and expressly authorises the Chair to vote as they decide.

At the date of this notice the Company has not approached any existing security holders in relation to the proposed 10% Additional Placement Capacity. Accordingly, no existing shareholder will be excluded from voting under the voting exclusion statement. Please refer to the attached Explanatory Notes for further information.

Final Item of Business:

To transact any other business that may be lawfully brought forward in accordance with the Constitution of the Company and the Act.

Refer to the Explanatory Notes for further information on the proposed resolutions. By order of the Board

Paul Schultz Company Secretary

Dated: 27 October 2017