Sumatra Copper & Gold plc

Registered number 5777015 (England and Wales) ABN 14 136 694 267 (Australia)

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at the offices of Sumatra Copper & Gold plc

Level 1, 5 Ord Street, West Perth, Western Australia

On Thursday, 26 May 2016 at 10.00am (WST)

The Notice of Annual General Meeting, Explanatory Statement, CDI Voting Instruction Form and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

Contents

Page

Notice of Annual General Meeting 1

Proxy Appointment, Voting and Meeting instructions 3

Explanatory Statement 6

Glossary 13

Key dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and the dates are subject to possible change.

Event Date

Last day for receipt of CDI Voting Instruction Forms1 23 May 2016 Snapshot date for eligibility to vote 24 May 2016

Last day for receipt of Proxy Forms2 24 May 2016

Annual General Meeting 26 May 2016

1 CDI Voting Instruction Forms received after 10.00am (WST) on this date will be disregarded.

2 Proxy Forms received after 10.00am (WST) on this date will be disregarded.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Sumatra Copper & Gold plc (registered number 5777015 in England and Wales and ABN 14 136 694 267 in Australia) (Sumatra or Company) will be held at the offices of Sumatra Copper & Gold plc Level 1, 5 Ord Street, West Perth, Western Australia at 10.00am (WST) on Thursday, 26 May 2016.

The Explanatory Statement, which accompanies and forms part of this Notice, describes the various matters to be considered.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary as set out in the Explanatory Statement.

Agenda

Resolution 1 - Receipt of Financial Statements and Reports

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

"That the Company's audited financial statements, Directors' report and Auditor's report for the financial year ended 31 December 2015 be received."

Resolution 2 - Re-election of Mr Stephen Robinson as a Director

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

"That for the purposes of article 37.2 of the Company's Articles of Association, Mr Stephen Robinson, being a Director who retires by rotation in accordance with article 37.2 and, being eligible, offers himself for re-election, be re-elected as a Director."

Resolution 3 - Approval of 10% Placement Facility

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

"That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders hereby approve the issue of Equity Securities (within the meaning of the Listing Rules) equivalent to an additional 10% of the number of ordinary securities on issue by way of placements over a 12 month period in accordance with the requirements of Listing Rule 7.1A.2, on the terms and conditions described in the Explanatory Statement."

ASX voting exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit except a benefit solely in the capacity of a holder of Shares if this Resolution is passed and any Associates of those persons. However, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Notice of Annual General Meeting Sumatra Copper & Gold plc

Resolution 4 - Authority to Allot

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

"That, in substitution for all previous like authorities which are hereby revoked and replaced (but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities), the Directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 to exercise all powers of the Company to allot equity securities (within the meaning of Section 560 of the Act) up to a maximum aggregate nominal amount of £5,500,000.

This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company to be held in 2017, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of an such offer or agreement as if the authority conferred hereby had not expired."

Resolution 5 - Disapplication of Pre-emption Rights

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

"That, subject to the passing of Resolution 4, and in substitution for all previous like authorities which are hereby revoked and replaced (but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities), the Directors be and are hereby empowered pursuant to Section 570 of the Companies Act to allot equity securities (within the meaning of Section 560 of the Companies Act) for cash pursuant to the authority conferred by Resolution 10 as if Section 561(1) of the Companies Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £5,500,000 and shall expire at the conclusion of the annual general meeting of the Company to be held in 2017 save that the Company may before such expiry make any offer or enter into any agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired".

By order of the Board

Susan Hunter

Joint Company Secretary 29 April 2016