Bougainville Copper : 2021 Annual Report to shareholders &4G

Notice to ASX

4 April 2022

2021 Annual Report

Attached is the 2021 Annual Report for Bougainville Copper Limited [ASX:BOC] which contains the full financial statements and Audit Report for the year ended 2021.

Also attached is the annual appendix 4G statement - Key to Disclosures Corporate Governance Council Principles and Recommendations, which reflects the contents of the Corporate Governance Statement detailed in the Annual Report on pages 12 to 18.

The Annual General Meeting of Bougainville Copper will be held at 2.00 pm on Thursday, 5th May 2022 at the Grand Papua Hotel, Mary Street, Port Moresby, Papua New Guinea. A webcast will be available for shareholders to access the meeting and vote. Details of the webcast link will be included in the notice of meeting. All shareholders are cordially invited to attend the Annual General Meeting.

By order of the Board.

Mark Hitchcock Company Secretary

Telephone: [phone]

Postal Address: P O Box 1274, Port Moresby, Papua New Guinea

Registered Office: Level 5, BSP Haus, Harbour City, Lot 2 on Allotment 34, Section 44, Granville, Port Moresby, NCD

Incorporated in Papua New Guinea A.R.B.N 007 497 869https://www.facebook.com/BougainvilleCopper

• 3 BACKGROUND

• 4 THE YEAR IN BRIEF

• 6 CHAIRMAN'S STATEMENT AND THE YEAR IN REVIEW

• 8 DIRECTORS' REPORT

• 11 MINERAL RESOURCE STATEMENT

• 12 CORPORATE GOVERNANCE STATEMENT

• 19 FINANCIAL STATEMENTS

• 24 NOTES TO ACCOUNTS

• 40 DIRECTORS' DECLARATION

• 41 INDEPENDENT AUDIT REPORT

• 46 CORPORATE INFORMATION

• 49 DISTRIBUTION OF THE BENEFITS

Incorporated in Papua New Guinea A.R.B.N 007 497 869

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BOUGAINVILLE COPPER LIMITED

From 1972 until 1989 when operations were suspended, Bougainville Copper Limited (Bougainville Copper or the Company) operated a large open pit mine and processing facility at Panguna on Bougainville Island in the North Solomons Province of Papua New Guinea (PNG) producing copper concentrate containing significant quantities of gold and silver. On the 15th May 1989 production was brought to a halt by militant activity.

In the seventeen years prior to 1989, the mine produced concentrate containing three million tonnes of copper, 306 tonnes of gold and 784 tonnes of silver. The production had a value of K5.2 billion which represented approximately 44 per cent of Papua New Guinea's exports over that period. Contributions to the National Government in the form of taxes, duties and dividends were approximately 17 per cent of internally generated Papua New Guinean Government revenue during that time.

A total of K1.1 billion was contributed to the National Government, which represented 62 per cent of the net cash generated by the project between 1972‐1989. In addition, payments to the then North Solomons Provincial Government and Panguna landowners, together with provisions made since 1990, amounted to K114 million. Further, Bougainville Copper's presence in the North Solomons Province had promoted the development of significant local business enterprises, to provide goods and services required for the mining operation and for the residents of the province.

Bougainville Copper trained some 12,000 employees, including approximately 1,000 completing full trade apprenticeships and some 400 completing graduate and post‐ graduate studies that resulted in considerable progress in the localisation of the Company's workforce, and significantly added to the number of skilled workers elsewhere in Papua New Guinea.

In 2012 the Autonomous Bougainville Government (ABG), landowners and Bougainville Copper commenced discussions regarding the future redevelopment of the Panguna mine.

The ABG passed the Bougainville Mining Act 2015. This legislation challenges Bougainville Copper's previously established control of the mine assets and may amount to expropriation against the purposes of the National Government's Bougainville Copper Agreement Act (1967). Under the Bougainville Mining Act, the Special Mining Lease (SML) and Lease(s) for Mining Purposes, held by Bougainville Copper, were replaced by a two‐year Exploration Licence (EL1) over the area of the SML. The Company applied for an extension of EL1 which the ABG refused in early 2018. Bougainville Copper commenced legal proceedings in the PNG National Court and has been granted leave to seek a Judicial Review of the renewal application process. The Judicial Review will progress in 2022.

From 2016, the ABG and PNG Government have both held equal shares in Bougainville Copper of 36.4 per cent. More than 72.8 per cent of the company is owned by Papua New Guineans including Bougainvilleans. The remaining 27.2 per cent is held by public and institutional investors. There are approximately 6,000 Papua New Guineans including Bougainvilleans who hold shares in the Company. Bougainville Copper is now a majority PNG owned company. In December 2019, PNG Prime Minister James Marape repeated a previous government commitment to transfer shares held by the national government to the people of Bougainville. This is yet to occur however a process is in place.

Bougainville Copper established offices in Buka and Arawa in 2017 and has 11 full time employees in Bougainville delivering small scale community projects.

BOUGAINVILLE COPPER ONLINE

Information about Bougainville Copper is available on our web sitewww.bcl.com.pg and Facebook pagewww.facebook.com/BougainvilleCopper.

The Annual Report and other information can be downloaded from the web site

NOTICE OF MEETING

The Annual General Bougainville Copper.

Meeting

When 2pm on Thursday, 5th May 2022

Where

Grand Papua Hotel, Mary Street,

Port Moresby, Papua New Guinea.

A webcast will be available for shareholders to access the meeting and vote. Details of the webcast link will be included in the notice of meeting. All shareholders are cordially invited to attend the Annual General Meeting.

DIRECTORS

Sir Melchior Pesa Togolo (Chairman) Sir Rabbie Langanai Namaliu

Dame Carol Anne Kidu

Sir Moi Avei

Peter Maxwell Graham David Miringtoro Osikore James Rutana Kearnneth Nanei

SECRETARY

Mark Wallace Hitchcock

2021 ANNUAL REPORT

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Bougainville Copper continued its engagement activities in Bougainville during 2021, despite operational constraints presented by the ongoing coronavirus pandemic.

The Company again provided community support for a range of activities, in areas such as education and training, water infrastructure, healthcare, sports and cultural events.

Bougainville Copper maintained positive relations with customary landowners from the Panguna project area, as well as constructive and respectful dialogue with the ABG.

Landowners and the ABG have committed to work towards the reopening of the Panguna mine, while the ABG continues discussions with the PNG national government about Bougainville's 2019 referendum, where 98 per cent favoured independence from PNG.

Notable events and activities in Bougainville during 2021 include:

• • 19th‐25th June, the Company sponsors the region‐wide Bougainville Secondary School Games in Buka.

• • 21st July 2021, agreement reached by Rio Tinto and residents of mine‐affected communities to identify and assess legacy issues linked to the Panguna mine.

• • 5th‐9th July 2021, for the third consecutive year, the Company sponsors Standards Based Curriculum training for Bougainville's teachers.

• • 13th‐15th August 2021, the Company supports and participates in the Siwai Tourism and Cultural Show in South Bougainville.

• • 30th August 2021, Bougainville marks the 20th anniversary of the signing of the Bougainville Peace Agreement.

• • 9th November 2021, the Company sponsors the Science Dux Award at Arawa Secondary School.

• • 29th November 2021, the Company announces the appointment of James Rutana and Kearnneth Nanei to the board of directors.

• • 4th December 2021, the Company donates essential appliances, including a refrigerator and freezer to the Buka General Hospital.

• • 9th‐10th December 2021, ABG and PNG national government hold third inter‐government consultations on Bougainville referendum results.

• • 15th December 2021, the Company sponsors leadership award at Arawa School of Nursing 2021 class graduation.

• • 16th December 2021, ABG Department of Primary Industries wins gold medal in international Cocoa of Excellence Awards in Paris.

• • 17th December 2021, the Company marks the passing of respected community leader and Member for Central Bougainville, The Hon. Sam Akoitai.

•  12th January 2022, first meeting of the Panguna Mine Legacy Impact Assessment Oversight Committee (Bougainville Copper a committee member).

•  11th February 2022, Landowners from the Panguna mine area and the ABG reach joint resolution to reopen the

•  28th February‐4th March 2022, Forty‐seven community governments across Bougainville sworn in following elections.

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BOUGAINVILLE COPPER LIMITED

CORONAVIRUS PANDEMIC

Papua New Guinea and Bougainville face continuing difficulties from the global coronavirus pandemic. PNG is also grappling with low vaccination and testing rates. In February, the ABG launched a mmunity campaign to encourage more people to get vaccinated.

The prevalence of COVID‐19 has presented significant operational challenges for the Company, including restrictions on travel and mobility and periods of lockdown. Staff safety has remained paramount with coronavirus protocols strictly adhered to. This for example has resulted in periods of temporary office closure with working from home arrangements in place. Vaccination has been made readily available to all employees.

MINING RESOLUTION

In early February 2022, landowners from the Panguna mine area and the ABG reached agreement to work cooperatively towards the reopening of the mine.

A joint resolution was signed by the chiefs and representatives of the five major clans, including Basikang, Kurabang, Bakoringu, Barapang and Mantaa. The resolution to reopen the mine is consistent with previous support expressed by customary landowners

The ABG will now work with the representatives of the five clans to facilitate a process for reopening. Bougainville Copper will continue to constructively engage in support of this aim.

LANDOWNERS

Bougainville Copper maintains positive relations with project area landowners and their communities. The Company also remains supportive of the Panguna Development Corporation Limited (PDCL) whose membership comprises legally appointed project area block agents, including members of the five clans working with the ABG.

LEGACY IMPACT ASSESSMENT

The former majority owner of Bougainville Copper, Rio Tinto, and residents of mine‐affected communities reached agreement to assess legacy issues associated with the Panguna mine.

The Panguna Mine Legacy Impact Assessment will examine actual and potential environmental and human rights impacts and develop recommendations for addressing them.

A multi‐stakeholder committee, of which Bougainville Copper is one of 16 members, has been established in conjunction with the ABG to oversee the independent legacy assessment. A suitably qualified contractor will be chosen to carry out the work. It will be mostly funded by Rio Tinto with Bougainville Copper agreeing to contribute.

EL1 TENURE

The Judicial Review of the decision by the Autonomous Bougainville Government (ABG) to refuse an extension of the Company's Exploration Licence (EL1) is expected to proceed in the PNG National Court during 2022. The directors are committed to taking all steps to protect tenure. The Company remains in dialogue with the ABG regarding this issue.

The exploration licence is deemed to continue until the matter is determined.