Nzuri Copper : Results of Meeting

20 February 2020

ASX: NZC

RESULTS OF MEETING

NZURI SHAREHOLDERS RATIFY SCHEME APPROVAL

Nzuri Copper Limited (ASX: NZC) (Nzuri) is pleased to announce that its shareholders today ratified the previous approval (received on 19 August 2019), of the scheme of arrangement (Scheme), which subject to the satisfaction of remaining conditions precedent, including further approval of the Supreme Court of Western Australia (Court), will result in Xuchen International Limited (Xuchen), a subsidiary of Chengtun Mining Group Co., Ltd, acquiring all of the issued shares of Nzuri.

Details of the votes cast at the meeting and details of the outcome of the resolution put to the meeting (Ratification Resolution) are set out below in accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth) (Corporations Act).

Resolution - Ratification Resolution

"THAT, the approval of the Scheme Resolution provided by Nzuri Shareholders at the Scheme Meeting pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth) be ratified and FURTHER that, the Nzuri Directors are authorised to agree to such alterations or conditions to the scheme of arrangement as are thought fit by the Court and, subject to approval of the scheme of arrangement by the Court, the Nzuri Directors are authorised to implement the scheme of arrangement with any such alterations or conditions."

The Ratification Resolution was conducted and carried out on a poll and passed by the following majorities:

• 99.99% of the votes cast were in favour of the Ratification Resolution; and
• 94.95% of the number of shareholders present and voting at the meeting (either in person or by proxy) voted in favour of the Ratification Resolution.

The results meet the requirements of the orders made by the Court on 15 January 2020.

The results of the poll were as follows:

			For				% For				Against			% Against				Abstain				Total	(excl
																						abstains)
Number	of	94			94.95%			5		5.05%			1			99
shareholders
Number	of	237,370,160			99.99%			14,391		0.01%			21,372			237,384,551
shares

Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item.

1

Doc ID 702604983/v2

Details of the valid proxies that were received were as follows:

			For				% in favour			Against			Proxy			Abstain			Total (excl
													discretion						abstains)
Number	of	75			76.53%		5		18		1		98
proxies
Number	of	236,932,291			99.99%		14,391		378,457		21,372		237,325,139
shares
represented
by proxies

Note for the purposes of this proxy results table abstains were not included in the calculation of the percentages in favour of an item.

Court Approval Hearing

The Scheme remains subject to a number of conditions precedent being satisfied.

Subject to the remaining conditions precedent (other than Court approval) being satisfied, Nzuri will apply to the Court for approval of the Scheme at the approval hearing, scheduled to be held at 10.00am (Perth time) on 27 February 2020. Nzuri will make an announcement regarding its outcome later that day.

Next Steps and Indicative Timetable

If the Court approves the Scheme, Nzuri intends to lodge the Orders of the Court with the Australian Securities and Investments Commission (ASIC) on 28 February 2020 and the Scheme will become legally effective on that date. If this occurs, Nzuri shares will be suspended from trading on the ASX with effect from the close of trading on ASX on 28 February 2020.

If the Scheme becomes effective, implementation of the Scheme is expected to occur on 11 March 2020, on which date Nzuri shareholders will receive $0.37 cash for each Nzuri share held on the Record Date.

	Event				Date
	Court date for approval of the Scheme		10.00am (Perth time) on Thursday, 27 February
					2020
	Lodgement with ASIC of Court orders		Friday, 28	February 2020
	Effective Date of the Scheme		Friday, 28	February 2020
	Suspension of trading in Nzuri Shares		Close of trading on Friday, 28	February 2020
	Record Date for determining entitlements to the Scheme		5.00pm (Perth time) on Wednesday, 4 March
	Consideration			2020
	Implementation Date for the Scheme		Wednesday, 11 March 2020
2

Doc ID 702604983/v2

All dates above are indicative only and Nzuri reserves the right to vary the times and dates set out above. Any changes to the above timetable will be announced to ASX and available on Nzuri's website at www.nzuricopper.com.au.

All references to time in the above timetable are references to the time in Perth, Western Australia.

END

Release authorised by, and for further information please contact:

Mark Arnesen	Hannah Hudson
CEO/Executive Director	CFO/Company Secretary
T: [phone]	T: [phone]
E: [e-mail]	E: [e-mail]

3

Doc ID 702604983/v2