Castillo Copper : Notice of General Meeting

This notice of general meeting, explanatory statement 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 advisor prior to voting.

If you wish to discuss this notice of general meeting or the accompanying documents, please do not hesitate to contact the company secretary on [phone].

NOTICE OF GENERAL MEETING

Accompanied by an Explanatory Statement & Proxy Form

General Meeting to be held at the office of Blackwall Legal at Level 26, 140 St Georges Terrace, Perth, Western Australia on Wednesday, 6 November 2019, commencing at 10.00am WST

Castillo Copper

Limited

ACN 137 606 476

	Contents
	NOTICE OF GENERAL MEETING ...........................................................................................	2
	PROXY APPOINTMENT, VOTING AND MEETING INSTRUCTIONS........................	5
	EXPLANATORY STATEMENT....................................................................................................	9
1.	Approval for issue of consideration securities to Zed vendors......................................................................	9
2.	Ratification of issue of convertible notes .........................................................................................................	12
3.	Issue of convertible notes....................................................................................................................................	14
4.	Issue of placement options .................................................................................................................................	15
5.	Issue of broker options........................................................................................................................................	16
6.	Election of director - Mr Simon Paull..............................................................................................................	17
7.	Election of director - Mr Gerrard Hall ............................................................................................................	18
8.	Issue of director options to Messrs Paull, Hall and Smith ............................................................................	20
9.	Adoption of new constitution ............................................................................................................................	21
	Schedule 1 - Glossary ..........................................................................................................................................	23
	Schedule 2 - Additional information ................................................................................................................	26
	Schedule 3 - Terms and conditions of convertible notes..............................................................................	27
	Schedule 4 - Terms and conditions of note options......................................................................................	29
	Schedule 5 - Terms and conditions of placement options ...........................................................................	31
	Schedule 6 - Terms and conditions of broker options..................................................................................	33
	Schedule 7 - Terms and conditions of director options.................................................................................	35
	Schedule 8 - Terms and conditions of performance shares .........................................................................	37
	Annexure A - the projects ..................................................................................................................................	41

Key dates

4 November 2019 snapshot date for eligibility to vote

4 November 2019 last day for receipt of proxy forms *

6 November 2019

general meeting

* proxy forms received after 10.00am WST will be disregarded.

1

Notice of General Meeting

Notice is hereby given that the general meeting of Castillo Copper Limited ACN 137 606 476 (CCZ or company) will be held at the office of Blackwall Legal at Level 26, 140 St Georges Terrace, Perth, Western Australia on Wednesday, 6 November 2019, commencing at 10.00am WST.

The explanatory statement, which accompanies and forms part of this notice, describes the various matters to be considered.

Terms used in this notice, unless the context otherwise requires, have the meanings given to them in the glossary set out in the explanatory statement.

Agenda

resolution

1

Approval for issue of consideration securities to Zed vendors

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

That, for the purposes of listing rule 7.1 and for all other purposes, approval is given for the company to issue of 31,250,000 shares and 93,750,000 performance shares to the Zed vendors on the terms set out in the explanatory statement.

resolution

2

Ratification of issue of convertible notes

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

That, for the purposes of listing rule 7.4 and for all other purposes, shareholders ratify the prior issue of 26,850,000 convertible notes on the terms as set out in the explanatory statement.

resolution

3

Approval for the issue of convertible notes

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

That, for the purposes of listing rule 7.1 and for all other purposes, shareholders approve the issue of 17,180,500convertible notes on the terms as set out in the explanatory statement.

2

NOTICE OF GENERAL MEETING Castillo Copper Limited ACN 137 606 476

resolution

4

Approval for the issue of placement options

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

That, for the purposes of listing rule 7.1 and for all other purposes, approval is given for the company to issue 61,500,000 placement options to the placement participants as set out in the explanatory statement.

resolution

5

Approval for the issue of broker options

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

That, for the purposes of listing rule 7.1 and for all other purposes, approval is given for the company to issue 3,000,000 broker options to SI Capital (or its nominees) as set out in the explanatory statement.

resolution

6

Election of a director - Mr Simon Paull

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of clause 13.4 of the constitution and for all other purposes, Mr Simon Paull, who was appointed as a director on 23 August 2019, retires, and being eligible, is elected as a director."

resolution

7

Election of a director - Mr Gerrard Hall

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of clause 13.4 of the constitution and for all other purposes, Mr Gerrard Hall, who was as a director appointed on 24 June 2019, retires, and being eligible, is elected as a director."

resolution

8

Approval for the issue of director options to Mr Simon Paull

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

That, for the purposes of listing rule 10.11, and for all other purposes, approval is given for the company to issue 6,000,000 director options to Mr Simon Paull, a director, (or his nominee) on the terms and conditions set out in the explanatory statement.

resolution

9

Approval for the issue of director options to Mr Gerrard Hall

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

That, for the purposes of listing rule 10.11, and for all other purposes, approval is given for the company to issue 3,000,000 director options to Mr Gerrard Hall, a director, (or his nominee) on the terms and conditions set out in the explanatory statement.

3

NOTICE OF GENERAL MEETING Castillo Copper Limited ACN 137 606 476

resolution

10

Approval for the issue of director options to Mr Peter Smith

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

That, for the purposes of listing rule 10.11, and for all other purposes, approval is given for the company to issue 3,000,000 director options to Mr Peter Smith, a director, (or his nominee) on the terms and conditions set out in the explanatory statement.

resolution

11

Adoption of new constitution

To consider and, if thought fit, pass with or without amendment the following resolution as a special resolution:

That, for the purposes of section 136 of the Corporations Act and for all other purposes, approval is given for the company to repeal the existing constitution and adopt the proposed constitution as the constitution of the company in the form as signed by the chairman for identification purposes.

By order of the board of directors

Tim Slate

Company Secretary

7 October 2019

4