Sumatra Copper & Gold : Notice of General Meeting/CDI Voting Form/Proxy Form

Sumatra Copper & Gold plc Registered number 5777015 (England and Wales) ABN 14 136 694 267 (Australia) Notice of General Meeting and Explanatory Statement General Meeting to be held at the Meeting Room at the Amberley Business Centre IBM Building, Level 3, 1060 Hay Street, West Perth, Western Australia On Monday, 13 November 2017 at 3.00pm (WST)

The Notice of General Meeting, Explanatory Statement, CDI Voting Instruction Form 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 adviser prior to voting.

Contents Page Notice of General Meeting 1 Proxy Appointment, Voting and Meeting instructions 3 Explanatory Statement 5 Glossary 11 Key dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and the dates are subject to possible change.

Event Date

Last day for receipt of CDI Voting Instruction Forms1 10 November 2017 Snapshot date for eligibility to vote 11 November 2017

Last day for receipt of Proxy Forms2 13 November 2017

General Meeting 13 November 2017

1 CDI Voting Instruction Forms received after 3.00pm (WST) on this date will be disregarded.

2 Proxy Forms received after 3.00pm (WST) on this date will be disregarded.

Notice of General Meeting

Notice is hereby given that the General Meeting of Sumatra Copper & Gold plc (registered number 5777015 in England and Wales and ABN 14 136 694 267 in Australia) (Sumatra or Company) will be held at the Meeting Room at the Amberley Business Centre, IBM Building, Level 3, 1060 Hay Street, West Perth, Western Australia at 3.00pm (WST) on Monday, 13 November 2017.

The Explanatory Statement, which accompanies and forms part of this Notice, describes the various matters to be considered.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary as set out in the Explanatory Statement.

Agenda

Resolution 1 - Reduction of Share Capital

To consider, and if thought fit, to pass the following resolution as a special resolution:

"That, subject to the confirmation of the Court:

1. the amount standing to the credit of the share premium account of the Company be cancelled; and

2. the share capital of the Company be reduced by cancelling paid-up share capital to the extent of £0.009 per share upon each of the ordinary shares of £0.01 each in issue, and reducing the nominal amount of all such shares from £0.01 to £0.001. In respect of the 656,857,593 ordinary shares registered in the name of CHESS Depositary Nominees Pty Ltd, £2,722,674 of the amount arising on the reduction in nominal value of their shares shall be applied in discharging the sum due from the holder thereof pursuant to section 580 of the Company Act 2006. The balance of the sum arising on the reduction of capital shall be transferred to the reserves of the Company."

Resolution 2 - Approval for Placement of CDIs

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue CDIs up to the value of US$25,800,000 to the parties and on the terms and conditions set out in the Explanatory Statement relating to this Resolution."

ASX voting exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons.

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Notice of General Meeting Sumatra Copper & Gold plc

Resolution 3 - Authority to Allot

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, in substitution for all previous like authorities which are hereby revoked and replaced (but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities), the Directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act to exercise all powers of the Company to allot equity securities (within the meaning of Section 560 of the Companies Act) up to a maximum aggregate nominal amount of £5,000,000.

This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company to be held in 2018, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired."

Resolution 4 - Disapplication of Pre-emption Rights

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, subject to the passing of Resolution 3, and in substitution for all previous like authorities which are hereby revoked and replaced (but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities), the Directors be and are hereby empowered pursuant to Section 570 of the Companies Act to allot equity securities (within the meaning of Section 560 of the Companies Act) for cash pursuant to the authority conferred by Resolution 3 as if Section 561(1) of the Companies Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £5,000,000 and shall expire (unless renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company to be held in 2018 save that the Company may before such expiry make any offer or enter into any agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired".

By order of the Board

Susan Hunter Company Secretary 26 October 2017