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MarketScreener Homepage  >  Equities  >  Australian Stock Exchange  >  Castillo Copper Limited    CCZ   AU000000CCZ2

CASTILLO COPPER LIMITED

(CCZ)
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Castillo Copper : Notice of General Meeting

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02/26/2020 | 03:10am EDT

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 +61 (0) 8 6558 0886.

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 Friday, 27 March 2020, commencing at 10.00am WST

Castillo Copper

Limited

ACN 137 606 476

Contents

NOTICE OF GENERAL MEETING ...........................................................................................

2

PROXY APPOINTMENT, VOTING AND MEETING INSTRUCTIONS........................

4

EXPLANATORY STATEMENT....................................................................................................

7

1.

Ratification of issue of 2019 placement securities ............................................................................................

7

2.

Ratification of issue of broker securities.............................................................................................................

9

3.

Ratification of issue of shares .............................................................................................................................

11

4.

Ratification of issue of broker options..............................................................................................................

13

5.

Approval for the issue of 2018 placement options.........................................................................................

14

6.

Approval for the issue of broker shares............................................................................................................

16

7.

Approval for the issue of shares under the public offer ................................................................................

18

Schedule 1 - Glossary ..........................................................................................................................................

21

Schedule 2 - Additional information ................................................................................................................

24

Schedule 3

-Terms and conditions of 2019 placement options...................................................................

25

Schedule 4

- Terms and conditions of Merchant options.............................................................................

27

Schedule 5

- Terms and conditions of broker options...................................................................................

29

Schedule 6

- Terms and conditions of 2018 placement options ..................................................................

31

Key dates

25 March 2020 snapshot date for eligibility to vote

25 March 2020 last day for receipt of proxy forms *

27 March 2020

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 Friday, 27 March 2020, 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

Ratification of issue of placement securities

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

That the issue of 25,875,000 shares and 30,291,667 options to the 2019 placement participants is approved under and for the purposes of listing rule 7.4.

resolution

2

Ratification of issue of broker securities

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

That the issue of 3,000,000 shares and 10,000,000 options to nominees of Merchant is approved under and for the purposes of listing rule 7.4.

resolution

3

Ratification of issue of shares

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

That the issue of 750,000 shares to Samso is approved under and for the purposes of listing rule 7.4.

2

NOTICE OF GNERAL MEETING Castillo Copper Limited ACN 137 606 476

resolution

4

Ratification of issue of broker options

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

That the issue of 3,000,000 options to Hartleys (or its nominees) is approved under and for the purposes of listing rule 7.4.

resolution

5

Approval for the issue of 2018 placement options

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

That the issue of 61,500,000 options to the 2018 placement participants is approved under and for the purposes of listing rule 7.1.

resolution

6

Approval for the issue of broker shares

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

That the issue of 2,000,000 shares to Merchant (or its nominees) is approved under and for the purposes of listing rule 7.1.

resolution

7

Approval for the issue of shares under the public offer

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

That the issue of up to 180,000,000 shares under the public offer in support of the company's proposed LSE dual listing is approved under and for the purposes of listing rule 7.1.

By order of the board of directors

Tim Slate

Company Secretary

24 February 2020

3

Proxy appointment, voting and meeting instructions

Lodgement of a proxy form

The proxy form (and any power of attorney or other authority, if any, under which it is signed) or a copy or facsimile which appears on its fact to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged with the company no later than 10.00am WST on Wednesday, 25 March 2020 being not later than 48 hours before the commencement of the general meeting. Any proxy form received after that time will not be valid. Proxy forms may be lodged:

online Automic Registry Services As set out in the proxy form

by hand Automic Registry Services Level 5

126 Phillip Street Sydney NSW 2000

by mail Automic Registry Services

PO Box 5193 Sydney NSW 2001

Appointment of a proxy

A member of the company entitled to attend and vote at the general meeting is entitled to appoint a proxy. The proxy may, but need not be, a shareholder of the company.

If you wish to appoint the chairman as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the chairman, please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the chairman will be your proxy.

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the company secretary on +61 (0) 8 6558 0886 or you may photocopy the proxy form.

To appoint a second proxy, you must on each proxy form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both proxy forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

4

NOTICE OF GENERAL MEETING - Proxy appointment, voting and meeting instructions Castillo Copper Limited ACN 137 606 476

Corporate shareholders

Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

  1. two directors of the company;
  2. a director and a company secretary of the company; or
  3. for a proprietary company that has a sole director who is also the sole company secretary - that director.

Corporate representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the company before the general meeting or at the registration desk on the day of the general meeting.

Votes on resolutions

You may direct your proxy how to vote on a resolution by placing a mark in one of the boxes opposite the resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the resolutions by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the resolutions, your proxy may vote as he or she chooses. If you mark more than one box on a resolution your vote on the resolution will be invalid.

Voting entitlement (snapshot date)

For the purposes of determining voting and attendance entitlements at the general meeting, shares will be taken to be held by the persons who are registered as holding the shares at 10.00am WST on Wednesday, 25 March 2020. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Voting exclusion statements

The Corporations Act and the listing rules require that certain persons must not vote, and the company will disregard any votes cast in favour by or on behalf of certain persons and their associates, on some of the resolutions to be considered at the meeting.

However, the company need not disregard a vote if it is cast in favour of a resolution by:

5

NOTICE OF GENERAL MEETING - Proxy appointment, voting and meeting instructions Castillo Copper Limited ACN 137 606 476

  1. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
  2. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
  3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
    2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The company will disregard any votes cast in favour on a resolution as set out in the table below:

Resolution

Nature of resolution

Persons excluded from voting

1

Ratification

of

issue

of

The 2019 placement participants, or any associates of

placement securities

those persons.

2

Ratification

of

issue

of

The nominees of Merchant, or any associates of those

broker securities

persons.

3

Ratification of issue of

Samso, or any associates of Samso.

shares

4

Ratification of issue of

Hartleys, or any associates of Hartleys.

broker options

5

Approval for the issue of

The 2018 placement participants, or any associates of

2018 placement options

those persons.

6

Approval for the issue of

Merchant, or any associates of Merchant.

broker shares

7

Approval for the issue of

Any person who is expected to participate in, or who

shares under the public offer

will obtain a material benefit as a result of, the

proposed issue (except a benefit solely by reason of

being a holder of ordinary securities in the company, or

any associates of those persons.

6

Explanatory statement

This explanatory statement has been prepared for the information of shareholders in relation to the business to be conducted at the general meeting.

The purpose of this explanatory statement is to provide shareholders with all information known to the company which is material to a decision on how to vote on the resolutions in the accompanying notice of general meeting.

This explanatory statement should be read in conjunction with the notice of general meeting.

Italicised terms in this explanatory statement and in the notice are defined in the glossary in Schedule 1.

1. RATIFICATION OF ISSUE OF 2019 PLACEMENT SECURITIES

1.1. Background

  1. On 3 December 2019, the company issued 90,875,000 shares (2019 placement shares) and 30,291,667 options (2019 placement options) in a share placement to sophisticated and professional investors (2019 placement). The 2019 placement raised $1,817,500 (before costs).
  2. 25,875,000 2019 placement shares and 30,291,667 2019 placement options were issued in accordance with listing rule 7.1. The balance of the 2019 placement shares were issued in accordance with listing rule 7.1A.

1.2. Requirement for shareholder approval

  1. Broadly speaking, and subject to a number of exceptions, listing rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The 2019 placement does not fit within any of these exceptions and, as it has not yet been approved by shareholders, it effectively uses up part of the 15% limit in listing rule 7.1, reducing the company's capacity to issue further equity securities without shareholder approval under listing rule 7.1 for the 12- month period following the date of the 2019 placement.
  2. Listing rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under listing rule 7.1 and so does not reduce the

7

NOTICE OF GENERAL MEETING - Explanatory statement Castillo Copper Limited ACN 137 606 476

company's capacity to issue further equity securities without shareholder approval under that rule.

  1. The company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under listing rule 7.1. To this end, resolution 1 seeks shareholder approval for the 2019 placement under and for the purposes of listing rule 7.4.
  2. If resolution 1 is passed, the 2019 placement will be excluded in calculating the company's 15% limit in listing rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the 2019 placement.
  3. If resolution 1 is not passed, the 2019 placement will be included in calculating the company's 15% limit in listing rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of the 2019 placement.
  4. Relevant information for the purposes of the listing rules is provided at section 1.3.

1.3. Required information - listing rules

Pursuant to listing rule 7.5, the following information is provided in respect of resolution 1:

  1. on 3 December 2019, the company issued 25,875,000 2019 placement shares and 30,291,667 2019 placement options in accordance with listing rule 7.1;
  2. the 2019 placement shares issued in accordance listing rule 7.1 with were issued at an issue price of $0.02 and raised a total of $517,500 (before costs);
  3. the 2019 placement options were issued for nil consideration, the 2019 placement participants having been offered one free attaching option for every three 2019 placement shares subscribed for;
  4. the 2019 placement shares are fully paid ordinary shares in the capital of the company issued on the same terms and conditions as the company's existing shares; and
  5. shares issued on exercise of 2019 placement options will be fully paid ordinary shares in the capital of the company, issued on the same terms and conditions as the company's existing shares;
  6. the securities issued under the 2019 placement were issued to sophisticated and professional investors who are clients of Merchant, the lead manager;
  7. the 2019 placement options were issued on the terms set out in Schedule 3;

8

NOTICE OF GENERAL MEETING - Explanatory statement

Castillo Copper Limited ACN 137 606 476

  1. the funds raised under the 2019 placement will be used for:
    1. exploration activities at the company's projects in NSW, Queensland and, on completion of the acquisition of Zed Copper, Zambia;
    2. costs associated with the LSE listing process; and
    3. the company's general working capital purposes;
  2. if the maximum number of 2019 placement options are exercised, the company will raise $1,514,583; and
  3. in accordance with listing rules 7.5.8 and 14.11, a voting exclusion statement is included in the notice in respect of resolution 1.

1.4. Directors' recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 1.

2. RATIFICATION OF ISSUE OF BROKER SECURITIES

2.1. Background

On 3 December 2019, the company issued 3,000,000 shares and 10,000,000 options

(Merchant options) to nominees of Merchant as a fee in respect of the 2019 placement (broker securities) and in accordance with listing rule 7.1 (retainer). The obligation to pay the retainer arose pursuant to an agreement dated 1 November 2019 pursuant to which Merchant agreed to provide capital raising and corporate advisory services to the company in consideration of:

  1. a capital raising fee of 6.0% of the total amount of new capital raised by Merchant in any equity capital raising by the company;
  2. the retainer; and
  3. the issue of 2,000,000 shares at a nominal value of $0.00001 per share as a success fee in respect of the LSE listing (noting that resolution 6 seeks approval for the issue of these shares).

2.2. Requirement for shareholder approval

2.2.1. Broadly speaking, and subject to a number of exceptions, listing rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it

9

NOTICE OF GENERAL MEETING - Explanatory statement Castillo Copper Limited ACN 137 606 476

had on issue at the start of that period. The issue of the broker securities does not fit within any of these exceptions and, as it has not yet been approved by shareholders, it effectively uses up part of the 15% limit in listing rule 7.1, reducing the company's capacity to issue further equity securities without shareholder approval under listing rule 7.1 for the 12-month period following the date of issue of the broker securities.

  1. Listing rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under listing rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.
  2. The company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under listing rule 7.1. To this end, resolution 2 seeks shareholder approval for the issue of the broker securities under and for the purposes of listing rule 7.4.
  3. If resolution 2 is passed, the broker securities will be excluded in calculating the company's 15% limit in listing rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue of the broker securities.
  4. If resolution 2 is not passed, the broker securities will be included in calculating the company's 15% limit in listing rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue of the broker securities.
  5. Relevant information for the purposes of the listing rules is provided at section 2.3.

2.3. Required information

Pursuant to listing rule 7.5, the following information is provided in respect of resolution 2:

  1. on 3 December 2019, the company issued 3,000,000 shares and 10,000,000 options pursuant to listing rule 7.1;
  2. the shares were issued at an issue price of $0.00001 and raised a total of $30 (before costs);
  3. the Merchant options were issued at an issue price of $0.00001 and raised a total of $100 (before costs);
  4. the shares are fully paid ordinary shares in the capital of the company issued on the same terms and conditions as the company's existing shares;

10

NOTICE OF GENERAL MEETING - Explanatory statement

Castillo Copper Limited ACN 137 606 476

  1. shares issued on exercise of Merchant options will be fully paid ordinary shares in the capital of the company, issued on the same terms and conditions as the company's existing shares;
  2. the broker securities were issued to nominees of Merchant as a retainer fee in respect of the 2019 placement;
  3. the Merchant options will be issued on the terms set out in Schedule 4;
  4. the funds raised will be used for working capital purposes;
  5. if the maximum number of Merchant options are exercised, the company will receive $500,000; and
  6. in accordance with listing rules 7.5.8 and 14.11, a voting exclusion statement is included in the notice in respect of resolution 2.

2.4. Directors' recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 2.

3. RATIFICATION OF ISSUE OF SHARES

3.1. Background

On 3 December 2019, the company issued 750,000 shares (Samso shares) to Samso in consideration of digital content creation services provided by Samso and in accordance with listing rule 7.1.

3.2. Requirement for shareholder approval

  1. Broadly speaking, and subject to a number of exceptions, listing rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the Samso shares does not fit within any of these exceptions and, as it has not yet been approved by shareholders, it effectively uses up part of the 15% limit in listing rule 7.1, reducing the company's capacity to issue further equity securities without shareholder approval under listing rule 7.1 for the 12-month period following the date of issue of the Samso shares.
  2. Listing rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under listing rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

11

NOTICE OF GENERAL MEETING - Explanatory statement

Castillo Copper Limited ACN 137 606 476

  1. The company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under listing rule 7.1. To this end, resolution 3 seeks shareholder approval for the issue of the Samso shares under and for the purposes of listing rule 7.4.
  2. If resolution 3 is passed, the Samso shares will be excluded in calculating the company's 15% limit in listing rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue of the Samso shares.
  3. If resolution 3 is not passed, the Samso shares will be included in calculating the company's 15% limit in listing rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue of the Samso shares.
  4. Relevant information for the purposes of the listing rules is provided at section 3.3.

3.3. Required information - listing rules

Pursuant to listing rule 7.5, the following information is provided in respect of resolution 3:

  1. on 3 December 2019, the company issued 750,000 shares to Samso pursuant to listing rule 7.1;
  2. the Samso shares were issued at a deemed issue price of $0.02;
  3. the Samso shares are fully paid ordinary shares in the capital of the company issued on the same terms and conditions as the company's existing shares; and
  4. the Samso shares were issued as consideration under an agreement for the provision of digital content creation services to be provided by Samso for a 3- month period commencing on 1 October 2019; accordingly, no funds were raised by the issue of the Samso shares; and
  5. in accordance with listing rules 7.5.8 and 14.11, a voting exclusion statement is included in the notice in respect of resolution 3.

3.4. Directors' recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 3.

12

NOTICE OF GENERAL MEETING - Explanatory statement

Castillo Copper Limited ACN 137 606 476

4. RATIFICATION OF ISSUE OF BROKER OPTIONS

4.1. Background

On 31 December 2019, the company issued 3,000,000 options (broker options) to Hartleys as a broker fee in respect of an issue of convertible notes approved by shareholders at a general meeting of the company held on 6 November 2019 and in accordance with listing rule 7.1 (convertible notes).

4.2. Requirement for shareholder approval

  1. Broadly speaking, and subject to a number of exceptions, listing rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the broker options does not fit within any of these exceptions and, as it has not yet been approved by shareholders, it effectively uses up part of the 15% limit in listing rule 7.1, reducing the company's capacity to issue further equity securities without shareholder approval under listing rule 7.1 for the 12-month period following the date of issue of the broker options.
  2. Listing rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under listing rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.
  3. The company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under listing rule 7.1. To this end, resolution 4 seeks shareholder approval for the issue of the broker options under and for the purposes of listing rule 7.4.
  4. If resolution 4 is passed, the broker options will be excluded in calculating the company's 15% limit in listing rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue of the broker options.
  5. If resolution 4 is not passed, the broker options will be included in calculating the company's 15% limit in listing rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the date of issue of the broker options.
  6. Relevant information for the purposes of the listing rules is provided at section 4.3.

13

NOTICE OF GENERAL MEETING - Explanatory statement

Castillo Copper Limited ACN 137 606 476

4.3. Required information

Pursuant to listing rule 7.5, the following information is provided in respect of resolution 4:

  1. on 31 December 2019, the company issued 3,000,000 options pursuant to listing rule 7.1;
  2. the broker options were issued to Hartleys for nil cash consideration pursuant to a mandate with Hartleys whereby Hartleys agreed to act as lead manager for the issue of the convertible notes; the mandate also provided for the payment of a fee of 3% of the amount raised on issue of the convertible notes;
  3. shares issued on exercise of the broker options will be fully paid ordinary shares in the capital of the company, issued on the same terms and conditions as the company's existing shares;
  4. the broker options were issued to Hartleys as a retainer fee in respect of the issue of convertible notes;
  5. the broker options will be issued on the terms set out in Schedule 5;
  6. if the maximum number of Hartleys options are exercised, the company will receive $150,000; and
  7. in accordance with listing rules 7.5.8 and 14.11, a voting exclusion statement is included in the notice in respect of resolution 4.

4.4. Directors' recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 4.

5. APPROVAL FOR THE ISSUE OF 2018 PLACEMENT OPTIONS

5.1. Background

  1. On 11 December 2018, the company issued 61,500,000 shares to the 2018 placement participants (2018 placement). Under the terms of the placement, the 2018 placement participants are entitled to one free attaching option for every share subscribed for under the 2018 placement (2018 placement options).
  2. On 6 November 2019, shareholders approved the issue of the 2018 placement options. However, due to a typographical error, the expiry period for the 2018 placement options

14

NOTICE OF GENERAL MEETING - Explanatory statement Castillo Copper Limited ACN 137 606 476

was mis-stated. Accordingly, resolution 5 seeks shareholder approval for the issue of the 2018 placement options on terms inclusive of the correct expiry period.

5.2. Requirement for shareholder approval

  1. Broadly speaking, and subject to a number of exceptions, listing rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the 2018 placement options does not fit within any of these exceptions.
  2. Subject to shareholders ratifying the prior issues of equity securities under resolutions 1 to 4, the issue of the 2018 placement options will not exceed the 15% limit in listing rule 7.1 and can therefore be made without breaching that rule. However, the company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval under listing rule 7.1. To do this, the company is asking shareholders to approve the issue of the 2018 placement options under listing rule 7.1 so that it does not use up any of the 15% limit on issuing equity securities without shareholder approval set out in listing rule 7.1.
  3. To this end, resolution 5 seeks shareholder approval to the issue of the 2018 placement options under and for the purposes of listing rule 7.1.
  4. If resolution 5 is passed, the issue of the 2018 placement options can proceed without using up any of the company's 15% limit on issuing equity securities without shareholder approval set out in listing rule 7.1.
  5. If resolution 5 is not passed, the issue of the 2018 placement options can still proceed but it will reduce, to that extent, the company's capacity to issue equity securities without shareholder approval under listing rule 7.1 for 12 months following the issue of the 2018 placement options.

5.3. Required information

Pursuant to listing rule 7.3, the following information is provided in respect of resolution 5:

  1. the 2018 placement options will be issued to the 2018 placement participants, being clients of Hartleys, the lead manager of the 2018 placement;
  2. the maximum number of 2018 placement options to be issued is 61,500,000;
  3. the 2018 placement options will be issued no later than 3 months after the date of the meeting (or such later date permitted by any modification of the listing rules) and it is intended to issue all 2018 placement options on the same date;

15

NOTICE OF GENERAL MEETING - Explanatory statement

Castillo Copper Limited ACN 137 606 476

  1. the 2018 placement options will be issued for nil consideration, 2018 placement participants having been offered one free attaching option for every share subscribed for under the 2018 placement; accordingly, no funds will be raised;
  2. shares issued on exercise of 2018 placement options will be fully paid ordinary shares in the capital of the company, issued on the same terms and conditions as the company's existing shares;
  3. the 2018 placement options will be issued on the terms set out in Schedule 6;
  4. no funds will be raised by the issue of the placement options; however, if all 2018 placement options are exercised, the company will receive $3,075,000; and
  5. in accordance with listing rules 7.3.9 and 14.11, a voting exclusion statement is included in the notice in respect of resolution 5.

5.4. Directors' recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 5.

6. APPROVAL FOR THE ISSUE OF BROKER SHARES

6.1. Background

The company has agreed to issue 2,000,000 shares to Merchant (or its nominees) as a success fee in respect of the LSE listing (broker shares).

6.2. Requirement for shareholder approval

  1. Broadly speaking, and subject to a number of exceptions, listing rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the broker shares does not fit within any of these exceptions.
  2. Subject to shareholders ratifying the prior issues of equity securities under resolutions 1 to 4, the issue of the broker shares will not exceed the 15% limit in listing rule 7.1 and can therefore be made without breaching that rule. However, the company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval under listing rule 7.1. To do this, the company is asking shareholders to approve the issue of the broker shares under listing rule 7.1 so that it does not use up any of the 15% limit on issuing equity securities without shareholder approval set out in listing rule 7.1.

16

NOTICE OF GENERAL MEETING - Explanatory statement

Castillo Copper Limited ACN 137 606 476

  1. To this end, resolution 6 seeks shareholder approval to the issue of the broker shares under and for the purposes of listing rule 7.1.
  2. If resolution 6 is passed, the issue of the broker shares can proceed without using up any of the company's 15% limit on issuing equity securities without shareholder approval set out in listing rule 7.1.
  3. If resolution 6 is not passed, the issue of the broker shares can still proceed but it will reduce, to that extent, the company's capacity to issue equity securities without shareholder approval under listing rule 7.1 for 12 months following the issue of the 2018 placement options.

6.3. Required information

Pursuant to listing rule 7.3, the following information is provided in respect of resolution 6:

  1. the broker shares will be issued to Merchant or its nominees;
  2. the maximum number of broker shares to be issued is 2,000,000;
  3. the broker shares will be issued no later than 3 months after the date of the meeting (or such later date permitted by any modification of the listing rules) and it is intended to issue all broker shares on the same date;
  4. the broker shares to be issued will be issued for $0.00001 per share, raising a total of $20;
  5. the broker shares to be issued under resolution 6 will be issued to Merchant (or its nominees) and will not be issued to any person who is a related party of the company;
  6. the broker shares are fully paid ordinary shares in the capital of the company issued on the same terms and conditions as the company's existing shares; and
  7. in accordance with listing rules 7.3.9 and 14.11, a voting exclusion statement is included in the notice in respect of resolution 6.

6.4. Directors' recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 6.

17

NOTICE OF GENERAL MEETING - Explanatory statement

Castillo Copper Limited ACN 137 606 476

7. APPROVAL FOR THE ISSUE OF SHARES UNDER THE PUBLIC OFFER

  1. Background
  1. Resolution 7 seeks shareholder approval for the issue of up to 180,000,000 shares in a public offer (public offer) to facilitate the company's dual listing on the LSE (LSE listing). The issue of shares under the public offer will raise up to a total of £1,800,000 (before costs).
  2. The company is currently pursuing the LSE listing with a view to applying for admission to the LSE in early 2020, subject to equity market conditions and the company receiving necessary regulatory approvals.
  3. The board considers the LSE listing will be beneficial as it will allow the company to access a sizeable and diversified investor base in London that understands Australian and emerging African opportunities.
  4. Further details of the LSE listing are set out in the company's announcement to ASX on 17 June 2019 and 10 July 2019.
  5. The directors note that shareholders approved the public offer on 29 November 2019. However, the listing rules require that shares to be issued under the public offer be issued within 3 months of approval being obtained. Whilst it is possible that the public offer will be completed by the end of February 2020, the directors consider it more likely that it will be completed in March-April 2020; accordingly, they are taking the opportunity to "refresh" the public offer deadline to late April 2020.
  1. Requirement for shareholder approval
  1. Broadly speaking, and subject to a number of exceptions, listing rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of shares under the public offer does not fit within any of these exceptions and exceeds the 15% limit in listing rule 7.1. It therefore requires the approval of shareholders under listing rule 7.1.
  2. Resolution 7 seeks the required shareholder approval to the issue of shares under the public offer under and for the purposes of listing rule 7.1.
  3. If resolution 7 is passed, the issue of shares under the public offer can proceed and the company will be sufficiently capitalised to undertake its proposed exploration programs in Australia and Zambia. In addition, the issue of shares under the public

18

NOTICE OF GENERAL MEETING - Explanatory statement Castillo Copper Limited ACN 137 606 476

offer will be excluded from the calculation of the number of equity securities that the company can issue without shareholder approval under listing rule 7.1.

7.2.4. If resolution 7 is not passed, the company intends to proceed with the issue of shares under the public offer utilising the company's placement capacity under listing rule 7.1. However, the extent to which the company's placement capacity under listing rule 7.1 will accommodate the public offer will be dependent on the voting results for resolutions 1 to 3 and 6. If shareholders approve resolutions 1 to 3 and 6 (and the broker shares are issued), the company will have the capacity to issue approximately 100 million shares under the public offer, raising approximately £1,000,000. If none of resolutions 1 to 3 and 6 are approved, then the company's placement capacity under listing rule 7.1 will be insufficient to proceed with the public offer and the company will re-evaluate its LSE listing strategy.

7.3. Required information - listing rules

Pursuant to listing rule 7.3, the following information is provided in respect of resolution 7:

  1. shares to be issued under the public offer will be issued to subscribers to a prospectus to be lodged with the UK Financial Services Authority as part of the company's LSE listing strategy (prospectus);
  2. the maximum number of shares that may be issued is 180,000,000;
  3. the number of shares to be issued will be calculated using the below formula:

£1,800,000 x fx rate

issue price

A sensitivity analysis of the number of shares that may be issued is set out below:

Proposed £1,800,000 raising

GBP issue price

£

£

£

0.010

0.013

0.016

fx rate £1 =

shares issued

180,000,000

138,561,538

112,500,000

$1.70

funds raised

$3,060,000

$3,060,000

$3,060,000

A$ issue price

$0.0170

$0.0221

$0.0272

fx rate £1 =

shares issued

180,000,000

138,561,538

112,500,000

funds raised

$3,240,000

$3,240,000

$3,240,000

$1.80

A$ issue price

$0.0180

$0.0234

$0.0288

fx rate £1 =

shares Issued

180,000,000

138,561,538

112,500,000

funds raised

$3,420,000

$3,420,000

$3,420,000

$1.90

A$ issue price

$0.0190

$0.0247

$0.0304

19

NOTICE OF GENERAL MEETING - Explanatory statement

Castillo Copper Limited ACN 137 606 476

  1. the shares will be issued no later than 3 months after the date of the meeting (or such later date permitted by any modification of the listing rules) and it is intended to issue all shares on the same date;
  2. the shares will be issued at a price of at least 80% of the volume-weightedaverage price volume-weightedaverage price of the company's shares as traded on ASX over the 5-day period on which sales in the company's shares are recorded preceding the date of the prospectus;
  3. the shares issued will be issued on the same terms and conditions as the company's existing shares.
  4. the company proposes to use the funds raised under the public offer as follows:

Use of funds

A$*

Scoping study for the Cangai Copper Mine

550,000

Geological mapping, geochemistry, ground physics and drone

650,000

magnetic surveys to identify optimal test drilling targets at the Mt

Oxide Project

Exploring the company's Zambian projects within 18 months from

950,000

the date of the completion of the acquisition of Zed Copper

General corporate purposes supporting the company's exploration

650,000

programs

Expenses incurred in connection with the LSE listing

600,000

(*Based on achieving maximum subscription under the public offer and an exchange rate of £1 equals A$1.90.)

  1. in accordance with listing rules 7.3.9 and 14.11, a voting exclusion statement is included in the notice in respect of resolution 7.

7.4. Directors' recommendation

The directors unanimously recommend that shareholders vote in favour of resolution 7 so as to enable the company to undertake the public offer and pursue the LSE listing.

20

Schedule 1 - Glossary

2018 placement has the meaning given in section 5.1.1 of the explanatory statement.

2018 placement has the meaning given in section 5.1.1 of the explanatory statement. options

2018 placement participants in the 2018 placement. participants

2019 placement has the meaning given in section 1.1.1 of the explanatory statement.

2019 placement has the meaning given in section 1.1.1 of the explanatory statement. options

2019 placement has the meaning given in section 1.1.1 of the explanatory statement. options

2019 placement participants in the 2019 placement. participants

associate has the meaning given in Part 1.2, Division 2 of the Corporations Act, and shall be applied:

  1. in accordance with the note to listing rule 14.11; and
  2. in respect of the disclosure required by ASIC regulatory guide 74.

ASIC the Australian Securities and Investments Commission.

ASX ASX Limited ACN 008 624 691, or where the context requires, the

Australian Securities Exchange which it runs.

broker options has the meaning given in section 4.1 of the explanatory statement.

broker securities has the meaning given in section 2.1 of the explanatory statement.

broker shares has the meaning given in section 0 of the explanatory statement.

business day a day (other than a Saturday or a Sunday) on which banks in Perth, Western Australia are open for normal business.

chairman the chairman of the meeting.

company Castillo Copper Limited ACN 137 606 476, a public company registered in Australia and listed on ASX.

company the company secretary of the company. secretary

Corporations Act the Corporations Act 2001 (Cth).

21

1B1BNOTICE OF GENERAL MEETING - Explanatory statement

Schedule 1 - Glossary

Castillo Copper Limited ACN 137 606 476

director

a director of the company.

dollar, $, A$ or

the lawful currency for the time being of the Commonwealth of Australia.

AUD

equity securities

has the meaning given to that term in the listing rules.

existing shares

shares held by shareholders as at the date of this notice.

explanatory

this explanatory statement which accompanies and forms part of the notice of

statement

general meeting.

fx rate

the A$/pound sterling exchange rate.

general meeting

the general meeting of shareholders convened by the notice of general meeting, or

or meeting

any meeting adjourned thereof.

glossary

this glossary of terms.

Hartleys

Hartleys Limited ACN 104 195 057 AFSL 230052.

listing rules

the official listing rules of ASX from time to time.

LSE

the London Stock Exchange.

LSE listing

has the meaning given in section 7.1.1 of the explanatory statement.

Merchant

Merchant Corporate Advisory Pty Ltd ACN 617 902 646 AFSR 1252806

Merchant options

has the meaning given in section 2.1 of the explanatory statement.

notice of general

this notice of general meeting.

meeting or notice

option

an option to acquire a share.

proxy form

the proxy form accompanying this notice of general meeting

public offer

has the meaning given in section 7.1.1 of the explanatory statement.

quotation

official quotation as defined in the listing rules.

related body

has the meaning given in sections 9 and 50 of the Corporations Act.

corporate

related party

has the meaning given in sections 9 and 228 of the Corporations Act.

resolution

a resolution set out in the notice.

Samso

Samso Pty Ltd ACN 612 163 925.

schedule

a schedule of the explanatory statement.

22

1B1BNOTICE OF GENERAL MEETING - Explanatory statement Schedule 1 - Glossary Castillo Copper Limited ACN 137 606 476

securities has the meaning given in section 92 of the Corporations Act.

share a fully paid ordinary share in the capital of the company.

shareholders the holders of shares from time to time.

WST Western Standard Time, being the time in Perth, Western Australia.

Zed Copper Zed Copper Pty Ltd ACN 634 154 331.

23

Schedule 2 - Additional information

1. SCOPE OF DISCLOSURE

  1. The law requires this explanatory statement to set out all other information which is known to the company that is reasonably required to enable shareholders to decide whether or not it is in the company's interests to pass the resolutions.
  2. The company is not aware of any relevant information that is material to a decision on how to vote on the resolutions other than as is disclosed in this explanatory statement or has been previously disclosed to shareholders by announcement to the ASX.

2. RECOMMENDATIONS, VOTING INTENTIONS AND INTERESTS OF DIRECTORS

  1. The directors recommend that shareholders vote in favour of all resolutions.
  2. As at the date of the notice:
    1. Ferber Holdings Pty Ltd ATF Scott Superannuation Fund, an entity associated with Mr Robert Scott, a director, holds 1,000,000 shares and 5,000,000 options - Mr Scott intends to cause Ferber Holdings Pty Ltd to vote in favour of all resolutions;
    2. Paulkiner Pty Ltd ATF the Paulkiner Superannuation Fund, an entity associated with Mr Simon Paull, a director, holds 1,000,000 shares and 6,000,000 options - Mr Paull intends to cause Paulkiner Pty Ltd to vote in favour of all resolutions.
    3. Mr Matthew Bull, a director, holds 106,000 shares - Mr Bull intends to vote in favour of all resolutions;
    4. Mr Gerrard Hall, jointly with Ms A Hall, holds 2,500,000 shares and Mr Gerrard Hall holds 3,000,000 options - Mr Hall and Ms Hall intend to vote in favour of all resolutions.

3. INDICATIVE VALUE OF NEW SECURITIES

The quantum of benefit to be received by holders of new securities proposed to be issued pursuant to resolutions 5 to 7 will depend on the price at which shares may trade on ASX.

4. ASX ROLE

The fact that the notice, explanatory statement and other relevant document has been received or reviewed by ASX should not be taken as an indication of the merits of the resolutions or the company itself. ASX and its respective officers take no responsibility for any decision a shareholder may take in reliance on any of that documentation.

24

Schedule 3 -Terms and conditions of 2019 placement options

references to

Each reference to options in this Schedule 3 is a reference to 2019 placement options.

options

entitlement

(a)

Each option will entitle the holder to subscribe for one share.

(b)

All shares issued upon the exercise of the options will rank equally in all respects

with the company's existing shares.

exercise price

Each option will have an exercise price of $0.05 (exercise price).

exercise of

(a)

The options will expire at 5.00pm on 2 December 2022 (expiry date).

options

(b)

Options may be exercised at any time prior to the expiry date by completing and

delivering a duly completed form of notice of exercise (exercise notice) to

the registered office of the company, together with the payment of the exercise

price in immediately available funds for the number of shares in respect of

which the options are exercised (exercise payment).

(c)

Any option not exercised on or before the expiry date will lapse.

(d)

Shares issued pursuant to the exercise of options will be issued, and a holding

statement in respect of those shares provided, not more than 15 business days

after the receipt of a duly completed exercise notice and the exercise payment.

quotation

(a)

Application will not be made to ASX for quotation of the options.

(b)

Provided the company is listed on ASX at the time, application will be made

for quotation of the shares issued upon exercise of options not later than 15

business days after the date of issue.

(c)

If required, the company will give ASX a notice that complies with section

708A(5)(e) of the Corporations Act, or, if such a notice delivered is for any

reason not effective to ensure that an offer for sale of the shares does not

require disclosure to investors, the company must, no later than 20 business days

after becoming aware of such notice being ineffective, lodge with ASIC a

prospectus prepared in accordance with the Corporations Act and do all such

things necessary to satisfy section 708A(11) of the Corporations Act to ensure

that an offer for sale of the shares does not require disclosure to investors.

shareholder and

(a)

Notwithstanding any other provision of these terms and conditions, exercise

regulatory

of options into shares will be subject to the company obtaining all required (if any)

approvals

shareholder and regulatory approvals for the purpose of issuing the shares to the

holder.

(b) If exercise of options would result in any person being in contravention of section 606(1) of the Corporations Act then the exercise of each option that would cause the contravention will be deferred until such time or times that

25

1B1BNOTICE OF GENERAL MEETING - Explanatory statement -Terms and conditions of 2019 placement options Castillo Copper Limited ACN 137 606 476

the exercise would not result in a contravention of section 606(1) of the

Corporations Act.

(c)

Holders must give notification to the company in writing if they consider that

the exercise of options may result in the contravention of section 606(1) of the

Corporations Act, failing which the company will be entitled to assume that the

exercise of the ptions will not result in any person being in contravention of

section 606(1) of the Corporations Act.

participation

(a)

There are no participating rights or entitlements inherent in the options and

and

holders will not be entitled to participate in new issues of securities offered to

entitlements

shareholders during the currency of the options.

(b)

The company must give notice to the holders of options of any new issue before

the record date for determining entitlements to the issue in accordance with

the listing rules so as to give holders the opportunity to exercise their options

before the date for determining entitlements to participate in any issue.

reorganisation

In the event of a reorganisation (including consolidation, subdivision, reduction or

of share capital

return) of the issued capital of the company, all rights of holders of options shall be

changed to the extent necessary to comply with the Corporations Act and the listing

rules applying to a reorganisation of capital at the time of the reorganisation.

bonus issue

If, from time to time, before the expiry of the options the company makes a pro-rata

issue of shares to shareholders for no consideration, the number of shares over which

an option is exercisable will be increased by the number of shares which the holder would have received if the option had been exercised before the date for calculating entitlements to the pro-rata issue.

26

1B1BNOTICE OF GENERAL MEETING - Explanatory statement

- Terms and conditions of Merchant options Castillo Copper Limited ACN 137 606 476

Schedule 4 - Terms and conditions of Merchant options

references to

Each reference to options in this Schedule 4 is a reference to Merchant options.

options

entitlement

(a)

Each option will entitle the holder to subscribe for one share.

(b)

All shares issued upon the exercise of the options will rank equally in all respects

with the company's existing shares.

exercise price

Each option will have an exercise price of $0.05 (exercise price).

exercise of

(a)

The options will expire at 5.00pm on 2 December 2022 (expiry date).

options

(b)

Options may be exercised at any time prior to the expiry date by completing and

delivering a duly completed form of notice of exercise (exercise notice) to

the registered office of the company, together with the payment of the exercise

price in immediately available funds for the number of shares in respect of

which the options are exercised (exercise payment).

(c)

Any option not exercised on or before the expiry date will lapse.

(d)

Shares issued pursuant to the exercise of options will be issued, and a holding

statement in respect of those shares provided, not more than 15 business days

after the receipt of a duly completed exercise notice and the exercise payment.

quotation

(a)

Application will not be made to ASX for quotation of the options.

(b)

Provided the company is listed on ASX at the time, application will be made

for quotation of the shares issued upon exercise of options not later than 15

business days after the date of issue.

(c)

If required, the company will give ASX a notice that complies with section

708A(5)(e) of the Corporations Act, or, if such a notice delivered is for any

reason not effective to ensure that an offer for sale of the shares does not

require disclosure to investors, the company must, no later than 20 business days

after becoming aware of such notice being ineffective, lodge with ASIC a

prospectus prepared in accordance with the Corporations Act and do all such

things necessary to satisfy section 708A(11) of the Corporations Act to ensure

that an offer for sale of the shares does not require disclosure to investors.

shareholder and

(a)

Notwithstanding any other provision of these terms and conditions, exercise

regulatory

of options into shares will be subject to the company obtaining all required (if any)

approvals

shareholder and regulatory approvals for the purpose of issuing the shares to the

holder.

27

1B1BNOTICE OF GENERAL MEETING - Explanatory statement

- Terms and conditions of Merchant options Castillo Copper Limited ACN 137 606 476

(b)

If exercise of options would result in any person being in contravention of

section 606(1) of the Corporations Act then the exercise of each option that

would cause the contravention will be deferred until such time or times that

the exercise would not result in a contravention of section 606(1) of the

Corporations Act.

(c)

Holders must give notification to the company in writing if they consider that

the exercise of options may result in the contravention of section 606(1) of the

Corporations Act, failing which the company will be entitled to assume that the

exercise of the options will not result in any person being in contravention of

section 606(1) of the Corporations Act.

participation

(a)

There are no participating rights or entitlements inherent in the options and

and

holders will not be entitled to participate in new issues of securities offered to

entitlements

shareholders during the currency of the options.

(b)

The company must give notice to the holders of options of any new issue before

the record date for determining entitlements to the issue in accordance with

the listing rules so as to give holders the opportunity to exercise their options

before the date for determining entitlements to participate in any issue.

reorganisation

In the event of a reorganisation (including consolidation, subdivision, reduction or

of share capital

return) of the issued capital of the company, all rights of holders of options shall be

changed to the extent necessary to comply with the Corporations Act and the listing

rules applying to a reorganisation of capital at the time of the reorganisation.

bonus issue

If, from time to time, before the expiry of the options the company makes a pro-rata

issue of shares to shareholders for no consideration, the number of shares over which

an option is exercisable will be increased by the number of shares which the holder

would have received if the option had been exercised before the date for calculating entitlements to the pro-rata issue.

28

Schedule 5 - Terms and conditions of broker options

references to

Each reference to options in this Schedule 5 is a reference to broker options.

options

entitlement

(a)

Each option will entitle the holder to subscribe for one share.

(b)

All shares issued upon the exercise of the options will rank equally in all respects

with the company's existing shares.

exercise price

Each option will have an exercise price of $0.05 (exercise price).

exercise of

(a)

The options will expire at 5.00pm on the day that is 3 years from the date of

options

issue (expiry date).

(b)

Options may be exercised at any time prior to the expiry date by completing and

delivering a duly completed form of notice of exercise (exercise notice) to

the registered office of the company, together with the payment of the exercise

price in immediately available funds for the number of shares in respect of

which the options are exercised (exercise payment).

(c)

Any option not exercised on or before the expiry date will lapse.

(d)

Shares issued pursuant to the exercise of options will be issued, and a holding

statement in respect of those shares provided, not more than 15 business days

after the receipt of a duly completed exercise notice and the exercise payment.

quotation

(a)

Application will not be made to ASX for quotation of the options.

(b)

Provided the company is listed on ASX at the time, application will be made

for quotation of the shares issued upon exercise of options not later than 15

business days after the date of issue.

(c)

If required, the company will give ASX a notice that complies with section

708A(5)(e) of the Corporations Act, or, if such a notice delivered is for any

reason not effective to ensure that an offer for sale of the shares does not

require disclosure to investors, the company must, no later than 20 business days

after becoming aware of such notice being ineffective, lodge with ASIC a

prospectus prepared in accordance with the Corporations Act and do all such

things necessary to satisfy section 708A(11) of the Corporations Act to ensure

that an offer for sale of the shares does not require disclosure to investors.

shareholder and

(a)

Notwithstanding any other provision of these terms and conditions, exercise

regulatory

of options into shares will be subject to the company obtaining all required (if any)

approvals

shareholder and regulatory approvals for the purpose of issuing the shares to the

holder.

(b)

If exercise of options would result in any person being in contravention of

section 606(1) of the Corporations Act then the exercise of each option that

would cause the contravention will be deferred until such time or times that

29

1B1BNOTICE OF GENERAL MEETING - Explanatory statement - Terms and conditions of broker options Castillo Copper Limited ACN 137 606 476

the exercise would not result in a contravention of section 606(1) of the

Corporations Act.

(c)

Holders must give notification to the company in writing if they consider that

the exercise of options may result in the contravention of section 606(1) of the

Corporations Act, failing which the company will be entitled to assume that the

exercise of the options will not result in any person being in contravention of

section 606(1) of the Corporations Act.

participation

(a)

There are no participating rights or entitlements inherent in the options and

and

holders will not be entitled to participate in new issues of securities offered to

entitlements

shareholders during the currency of the options.

(b)

The company must give notice to the holders of options of any new issue before

the record date for determining entitlements to the issue in accordance with

the listing rules so as to give holders the opportunity to exercise their options

before the date for determining entitlements to participate in any issue.

reorganisation

In the event of a reorganisation (including consolidation, subdivision, reduction or

of share capital

return) of the issued capital of the company, all rights of holders of options shall be

changed to the extent necessary to comply with the Corporations Act and the listing

rules applying to a reorganisation of capital at the time of the reorganisation.

bonus issue

If, from time to time, before the expiry of the options the company makes a pro-rata

issue of shares to shareholders for no consideration, the number of shares over which

an option is exercisable will be increased by the number of shares which the holder would have received if the option had been exercised before the date for calculating entitlements to the pro-rata issue.

30

1B1BNOTICE OF GENERAL MEETING - Explanatory statement - Terms and conditions of 2018 placement options Castillo Copper Limited ACN 137 606 476

Schedule 6 - Terms and conditions of 2018 placement options

references to

Each reference to options in this Schedule 6 is a reference to 2018 placement options.

options

entitlement

(a)

Each option will entitle the holder to subscribe for one share.

(b)

All shares issued upon the exercise of the options will rank equally in all respects

with the company's existing shares.

exercise price

Each option will have an exercise price of $0.05 (exercise price).

exercise of

(a)

The options will expire at 5.00pm on the day that is 3 years from the date of

options

issue (expiry date).

(b)

Options may be exercised at any time prior to the expiry date by completing and

delivering a duly completed form of notice of exercise (exercise notice) to

the registered office of the company, together with the payment of the exercise

price in immediately available funds for the number of shares in respect of

which the options are exercised (exercise payment).

(c)

Any option not exercised on or before the expiry date will lapse.

(d)

Shares issued pursuant to the exercise of options will be issued, and a holding

statement in respect of those shares provided, not more than 15 business days

after the receipt of a duly completed exercise notice and the exercise payment.

quotation

(a)

Application will be made to ASX for quotation of the options.

(b)

Provided the company is listed on ASX at the time, application will be made

for quotation of the shares issued upon exercise of options not later than 15

business days after the date of issue.

(c)

If required, the company will give ASX a notice that complies with section

708A(5)(e) of the Corporations Act, or, if such a notice delivered is for any

reason not effective to ensure that an offer for sale of the shares does not

require disclosure to investors, the company must, no later than 20 business days

after becoming aware of such notice being ineffective, lodge with ASIC a

prospectus prepared in accordance with the Corporations Act and do all such

things necessary to satisfy section 708A(11) of the Corporations Act to ensure

that an offer for sale of the shares does not require disclosure to investors.

shareholder and

(a)

Notwithstanding any other provision of these terms and conditions, exercise

regulatory

of options into shares will be subject to the company obtaining all required (if any)

approvals

shareholder and regulatory approvals for the purpose of issuing the shares to the

holder.

31

1B1BNOTICE OF GENERAL MEETING - Explanatory statement - Terms and conditions of 2018 placement options Castillo Copper Limited ACN 137 606 476

(b)

If exercise of options would result in any person being in contravention of

section 606(1) of the Corporations Act then the exercise of each option that

would cause the contravention will be deferred until such time or times that

the exercise would not result in a contravention of section 606(1) of the

Corporations Act.

(c)

Holders must give notification to the company in writing if they consider that

the exercise of options may result in the contravention of section 606(1) of the

Corporations Act, failing which the company will be entitled to assume that the

exercise of the options will not result in any person being in contravention of

section 606(1) of the Corporations Act.

participation

(a)

There are no participating rights or entitlements inherent in the options and

and

holders will not be entitled to participate in new issues of securities offered to

entitlements

shareholders during the currency of the options.

(b)

The company must give notice to the holders of options of any new issue before

the record date for determining entitlements to the issue in accordance with

the listing rules so as to give holders the opportunity to exercise their options

before the date for determining entitlements to participate in any issue.

reorganisation

In the event of a reorganisation (including consolidation, subdivision, reduction or

of share capital

return) of the issued capital of the company, all rights of holders of options shall be

changed to the extent necessary to comply with the Corporations Act and the listing

rules applying to a reorganisation of capital at the time of the reorganisation.

bonus issue

If, from time to time, before the expiry of the options the company makes a pro-rata

issue of shares to shareholders for no consideration, the number of shares over which

an option is exercisable will be increased by the number of shares which the holder

would have received if the option had been exercised before the date for calculating entitlements to the pro-rata issue.

32

Disclaimer

Castillo Copper Limited published this content on 26 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 February 2020 08:08:03 UTC

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Financials
Sales 2019 - - -
Net income 2019 -1,92 M -1,31 M -1,31 M
Net cash 2019 0,18 M 0,12 M 0,12 M
P/E ratio 2019 -5,10x
Yield 2019 -
Capitalization 19,1 M 12,9 M 13,0 M
EV / Sales 2018 -
EV / Sales 2019 -
Nbr of Employees -
Free-Float 79,4%
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Managers
NameTitle
Simon Paull Managing Director & Director
Robert Norman Scott Chairman
Gerrard Hall Non-Executive Director
Dale Hanna Secretary