ADDRESS PHONE

PO Box 6965 +61 (07) 5510 3994

Gold Coast Mail Centre FAX

Qld 9726 Australia +61 (07) 5510 3997

EMAIL

[email protected]

ABN 54 126 490 855 WEBSITE

www.coppermoly.com.au

ASX Announcement

Date: 26 February 2016 ASX Code: COY

NOTICE OF GENERAL MEETING AND INDEPENDENT EXPERT'S REPORT

Further to the announcement dated 21 January 2016, Coppermoly Ltd (Coppermoly) advises that it will be holding a general meeting of shareholders to consider the issue of securities to Ever Leap Services Limited (ELS) (as set out in that announcement) at its registered office at 11am on Wednesday 30 March 2016.

The notice of meeting, including an Independent Expert's Report (IER) prepared by RSM Financial Services Australia Pty Ltd (RSM) in relation to the Conditional Placement to ELS, for the meeting is attached to this announcement and will be dispatched to Shareholders today. The Directors encourage all Shareholders to read the notice of meeting and the IER in full.

As set out in detail in the IER, the Independent Expert has concluded that the proposed Conditional Placement is not fair but is reasonable to Coppermoly's Non-Associated Shareholders, and has assessed the value of a Coppermoly Share prior to and immediately following the proposed Conditional Placement as set out below:

Commenting on the IER, Coppermoly Director Dr Wanfu Huang, said:

"While the Independent Expert's preferred valuation of $0.0132 per Share immediately after the Conditional Placement (on a non-controlling basis) and $0.0097 immediately after the Conditional Placement (on a non-controlling and fully diluted basis) is above the proposed issue price for the Conditional Placement and the Independent Expert has concluded that the Conditional Placement is not fair, we consider that this is in part a reflection of the current broader market sentiment for junior exploration companies - where the share price of many companies does not reflect their underlying asset values or prospects.

This is also reflected in Coppermoly's current share price, which is significantly below both the proposed issue price for the Conditional Placement and the Independent Expert's preferred valuations."

The Directors of Coppermoly encourage all shareholders to vote in favour of the Conditional Placement at the upcoming EGM, in the absence of a superior proposal.

Clarification of 21 January Announcement

For the sake of completeness, Coppermoly notes that the ASX announcement dated 21 January 2016 incorrectly stated that the Deferred Options forming part of the proposed Conditional Placement are exercisable at any time within 12 months from their date of issue. This was inaccurate because, as set out in the attached notice of meeting, the Deferred Options are exercisable at any time between 1 February 2017 and 31 January 2020.

On behalf of the Board.

Paul Schultz Company Secretary Coppermoly Ltd

About Coppermoly

About Coppermoly: Coppermoly's mineral exploration activities are focused entirely on the island of New Britain in PNG where it holds five exploration licences. These licences cover copper, gold, silver, zinc, molybdenum and iron mineralisation. The five current tenements are Mt Nakru, Simuku (a newly consolidated licence combining old EL 1077 Simuku and EL 1445 Talelumas), Makmak, Powell and Wowonga.

A B N 5 4 1 2 6 4 9 0 8 5 5

Notice of General Meeting

Notice is hereby given that a general meeting of the shareholders of Coppermoly Limited (Coppermoly) will be held at Coppermoly's registered office located at

Suite 1B, 91 Upton Street, Bundall, Queensland on

Wednesday 30 March 2016 at 11.00am (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 Coppermoly no later than 11.00am (Queensland time) on Monday 28 March 2016, being 48 hours before the commencement of the meeting.

Ordinary Business:

RESOLUTION 1: Ratification of Initial Placement

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

"That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the prior issue of 57,750,000 Shares issued at an issue price of $0.004 per share to Ever Leap on 28 January 2016, and otherwise on the terms set out in the Explanatory Notes, be ratified."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Ever Leap and any of its Associates. However, Coppermoly 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.

RESOLUTION 2: Approval of Conditional Placement

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

"That, for the purpose of item 7 of section 611 of the Corporations Act and for all other purposes, approval is given for Coppermoly to issue:

1. 317,250,000 Shares at an issue price of $0.004 (0.4 cents) per Share;

2. 250,000,000 Deferred Options at an issue price of $0.004 (0.4 cents) per Deferred Option (with no amount payable to exercise the Deferred Options); and

3. 83,333,333 Attached Options for no additional consideration but having an exercise price of $0.008 (0.8 cents) per Attached Option,

(and the issue of Shares on the exercise of those Options) to Ever Leap, and otherwise on the terms and conditions set out in the Explanatory Notes."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Ever Leap and any of its Associates. However, Coppermoly 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

Other Business:

To transact any other business that may be lawfully brought forward in accordance with Coppermoly's constitution or the Corporations Act.

Please refer to the Explanatory Notes for further information on the proposed Resolutions, together with the Independent Expert's Report included as Annexure A to this Notice of Meeting.

By order of the Board Dr Wanfu Huang Director

Dated: 26 February 2015

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Coppermoly Limited - Notice of General Meeting continued

HOW TO VOTE

ELIGIBILITY TO ATTEND AND VOTE

You will be eligible to attend and vote at the meeting if you are registered as a holder of Shares at 6:00pm (Queensland time) on Monday 28 March 2016 and are not Ever Leap or an Associate of Ever Leap.

VOTING METHODS

You may vote by either attending the meeting in person or by proxy.

A Shareholder entitled to attend and vote at the meeting may appoint not more than two proxies to attend and vote as an alternative to attending the meeting in person.

A proxy need not be a Shareholder.

A proxy appointment may be authorised by a Shareholder in any manner approved by the Directors (subject to the Corporations Act) and as specified in this Notice of Meeting.

An instrument appointing a proxy must be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing or if the appointer is a corporation under its common seal or the hand of its duly authorised attorney.

Where more than one proxy is appointed each proxy must be appointed to represent a specified proportion of the Shareholders' voting rights and neither proxy may vote on a show of hands.

Any corporation which is a Shareholder may, by a resolution of its director(s), authorise any person it thinks fit to act as its representative at the meeting. That person acting in accordance with that authority until it is revoked by the corporation is entitled to exercise the same powers on behalf of that corporation as that corporation could exercise if it were a natural person who is a Shareholder.

Additionally, a Shareholder may appoint an attorney to act on its behalf, such appointment must be made by a duly executed power of attorney. An attorney must provide at the point of entry to the Meeting written evidence of their appointment (original or certified copy), their name and address and the identity of their appointer.

A Proxy Form and the authority, if any, under which it is signed or a copy of that authority certified as a true copy by statutory declaration must be completed and received at the office of Coppermoly Limited, as detailed below:

BY MAIL: Coppermoly Limited PO Box 6965

Gold Coast Mail Centre Qld 9726 Australia

BY FAX: + 61 7 5510 3997

BY EMAIL: [email protected]

IN PERSON: Coppermoly Limited

Suite 1B, 91 Upton Street Bundall Qld 4217 Australia

LAST DATE TO SUBMIT PROXY FORM

Proxy Forms must be received no later than 48 hours before the time of the meeting, i.e. before 11.00am (Queensland time) Monday 28 March 2016.

REQUIRED APPROVALS

Both of the Resolutions are ordinary resolutions. Ordinary resolutions require that more than 50% of the votes cast, in person, by proxy, by representative or by attorney, are cast in favour of the resolution.

All votes will be voted upon by a show of hands in the first instance. A poll may be demanded in accordance with Coppermoly's constitution. Every Shareholder who is present in person or by proxy will:

• on a show of hands: have one vote, or

• in a poll: have one vote for each Share registered in that person's name.

ASIC/ ASX NOT RESPONSIBLE

The fact that this Notice of Meeting and other relevant documentation has been reviewed by the ASX or ASIC is not, and should not be treated as, any indication of the merits of the Initial Placement or Conditional Placement, this Notice or Coppermoly. Neither ASIC, ASX, nor any of their respective officers, take any responsibility for any decision a Shareholder may make in reliance on this Notice of Meeting.

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