Castillo Copper : Amendment to Appendix 3B

CASTILLO COPPER

LIMITED

ASX Release

29 January 2020

CASTILLO

COPPER LIMITED

ACN 137 606 476

Level 26

140 St Georges Terrace

Perth WA, 6000

Australia

Tel: [phone]

Fax: [phone]

Contact:

Simon Paull

Managing Director

E-mail:

[e-mail]

For the latest news:

www.castillocopper.com

Directors:

Rob Scott

Simon Paull

Matt Bull

Gerrard Hall

Officer:

Alan Armstrong

Issued Capital:

793.9 million shares 184 million options

ASX Symbol:

CCZ

Amendment to Appendix 3B dated 23 January

2020

Attached below is an amended Appendix 3B notice that was originally submitted to the ASX on 23 January 2020.

The Company seeks to correct an error in the entity's number and class of all securities not quoted on ASX (box 9), which had not been updated following the conversion of convertible notes on 23 January 2020.

Yours sincerely

Tim Slate

Company Secretary

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

CASTILLO COPPER LIMITED

ABN

52 137 606 476

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1. +Class of +securities issued or to be issued
2. Number of +securities issued or to be issued (if known) or maximum number which may be issued

1. Fully paid Ordinary Shares
2. Unlisted Options

1. 18,133,402
2. 18,133,402

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for

payment; if +convertible securities, the conversion price and dates for conversion)

1. Fully paid Ordinary Shares
2. Unlisted options with an exercise price of $0.05 each, vesting immediately and expire on 1 August 2022

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

1. Yes - the Fully Paid Ordinary Shares will rank equally with existing quoted fully paid ordinary shares.
2. No - but shares issued upon exercise of options will rank equally in respects from the date of issue with existing fully paid ordinary shares.

5	Issue price or consideration	1)	Conversion of $258,500 of Convertible Notes
			at a conversion price of $0.01477
			(17,501,691 Ordinary Shares and Options)
			and
		2)	Conversion $10,000 of Convertible Notes at
			a conversion price of $0.01583 (631,711
			Ordinary Shares and Options)

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

1. Issued upon conversion of Convertible Notes pursuant to shareholder approval received on 6 November 2019.
2. Issued upon conversion of Convertible Notes pursuant to shareholder approval received on 6 November 2019.

6a	Is the entity an +eligible entity that
	has obtained security holder
	approval under rule 7.1A?
	If Yes, complete sections 6b - 6h in
	relation to the +securities the subject
	of this Appendix 3B, and comply with
	section 6i
6b	The date the security holder
	resolution under rule 7.1A was passed
6c	Number of +securities issued without
	security holder approval under rule
	7.1

Yes

29 November 2019

Nil

6d	Number of +securities issued with	Nil
	security holder approval under rule
	7.1A

• See chapter 19 for defined terms. Appendix 3B Page 2

6e	Number of +securities issued with	Nil
	security holder approval under rule
	7.3, or another specific security
	holder approval (specify date of
	meeting)

6f

6g

6h

Number of +securities issued under an exception in rule 7.2

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule

7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Exception 4)

1. 18,133,402 Fully paid ordinary shares
2. 18,133,402 Unquoted options

N/A

N/A

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

7.1 - 25,949,990 7.1A - 4,931,104

7	+Issue dates	23 January 2020
	Note: The issue date may be prescribed by ASX (refer
	to the definition of issue date in rule 19.12). For
	example, the issue date for a pro rata entitlement
	issue must comply with the applicable timetable in
	Appendix 7A.
	Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
793,936,049	Ordinary Shares
	(CCZ)

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
15,000,000	Options expiring 5/7/20
	from issue @ $0.03
10,000,000	Options expiring 30/6/20
	from issue @ $0.03
17,000,000	Options expiring
	31/12/23 from issue @
	$0.10
15,000,000	Options expiring 1/2/22
	from issue @ $0.05
5,000,000	Options expiring
	31/12/23 from issue @
	$0.05
57,716,574	Options expiring 1/08/22
	from issue @ $0.05
52,291,667	Options expiring 2/12/22
	from issue @ $0.05
3,000,000	Options expiring 2/12/22
	from issue @ $0.05
	subject to vesting
	conditions
	Options expiring
3,000,000	31/12/22 from issue @
	$0.05
	Options expiring
6,000,000	31/12/22 from issue @
	$0.05 subject to vesting
	conditions

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms. Appendix 3B Page 4

Part 2 - Pro rata issue

11 Is security holder approval N/A required?

12	Is the issue renounceable or non-	N/A
	renounceable?
13	Ratio in which the +securities will
N/A
	be offered
14	+Class of +securities to which the
N/A
	offer relates

1. +Record date to determine N/A entitlements
2. Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?

1. Policy for deciding entitlements in relation to fractions
2. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A

N/A

19 Closing date for receipt of N/A acceptances or renunciations

20 Names of any underwriters

N/A

21 Amount of any underwriting fee N/A or commission

22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the
N/A
	broker to the issue

24 Amount of any handling fee N/A payable to brokers who lodge acceptances or renunciations on behalf of security holders

25 If the issue is contingent on N/A security holders' approval, the

date of the meeting

26	Date entitlement and acceptance	N/A
	form and offer documents will be
	sent to persons entitled

27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise,

the date on which notices will be sent to option holders

1. Date rights trading will begin (if applicable)
2. Date rights trading will end (if applicable)
3. How do security holders sell their entitlements in full through a broker?

N/A

N/A

N/A

31	How do security holders sell part	N/A
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
N/A
	of their entitlements (except by
	sale through a broker)?
33	+Issue date
N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

(a)

+Securities described in Part 1

1. All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms. Appendix 3B Page 6

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

1. If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
2. If the +securities are +equity securities, a distribution schedule of the additional
   +securities setting out the number of holders in the categories 1 - 1,000
   1,001 - 5,000
   5,001 - 10,000
   10,001 - 100,000
   100,001 and over

37

A copy of any trust deed for the additional +securities

Quotation agreement

1	+Quotation of our additional +securities is in ASX's absolute discretion. ASX
	may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those +securities should not be granted +quotation.
• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

1. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
2. We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:	Tim Slate	Date: 29 January 2020
	(Company Secretary)
	== == == == ==

• See chapter 19 for defined terms. Appendix 3B Page 8

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary	641,594,475
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid +ordinary	34,811,255 shares issued on conversion of
securities issued in that 12 month	Convertible Notes issued on 27 August
period under an exception in rule 7.2	2019 on the terms announced on 9 August
• Number of fully paid +ordinary	2019 - issued 27.09.19
4,771,917 shares issued on conversion of
securities issued in that 12 month
Convertible Notes issued on 19 November
period with shareholder approval
2019 on the terms announced on 9 August
• Number of partly paid +ordinary	2019 - issued 2.12.19
securities that became fully paid in that	18,133,402 shares issued on conversion of
12 month period	Convertible Notes issued on 11 December
Note:	2019 on the terms announced on 9 August
2019 - issued 23.1.20
• Include only ordinary securities here -
other classes of equity securities
cannot be added	Nil
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid	Nil
+ordinary securities cancelled during that
12 month period
"A"	699,311,049

+ See chapter 19 for defined terms.

Appendix 3B Page 9

Step 2: Calculate 15% of "A"

"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	104,896,657

Step 3: Calculate "C", the amount of placement capacity under rule
7.1 that has already been used
Insert number of +equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2		25,875,000 Shares issued to Sophisticated
• Under rule 7.1A			Investors on 3.12.2019
	30,291,667 unlisted	options	issued to
• With security holder approval under			Sophisticated	Investors	on
rule 7.1 or rule 7.4		3,750,000	3.12.2019		to	broker and
Note:		Shares issued
		media consultant on 3.12.2019
• This applies to equity securities,
	10,000,000	Unquoted	options	issued	to
unless specifically excluded - not just
		broker on 3.12.2019
ordinary securities
	9,000,000	Unquoted	options	issued	to
• Include here (if applicable) the
		broker and corporate advisor
securities the subject of the Appendix
		on 31.12.2019
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
"C"		78,916,667
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
"A" x 0.15		102,176,647
Note: number must be same as shown in
Step 2
Subtract "C"		78,916,667
Note: number must be same as shown in
Step 3
Total ["A" x 0.15] - "C"		25,949,990
		[Note: this is the remaining placement
		capacity under rule 7.1]

• See chapter 19 for defined terms. Appendix 3B Page 10

Part 2

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"	699,311,049
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	69,931,104

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not 65,000,000 Shares issued to Sophisticated

just ordinary securities

Investors on 2.12.2019

• Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed
• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
• It may be useful to set out issues of securities on different dates as separate line items

"E"65,000,000

+ See chapter 19 for defined terms.

Appendix 3B Page 11

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	69,931,104
Note: number must be same as shown in
Step 2
Subtract "E"	65,000,000
Note: number must be same as shown in
Step 3
Total ["A" x 0.10] - "E"	4,931,104
	Note: this is the remaining placement
	capacity under rule 7.1A

• See chapter 19 for defined terms. Appendix 3B Page 12