Carajas Copper : Appendix 3B

ASX Listing Rules Appendix 3B - New Issue Announcement Application for Quotation of Additional Securities and Agreement Appendix 3B‌

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities‌ and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

THE CARAJAS COPPER COMPANY LIMITED

ABN

88 076 390 451

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

Ordinary fully paid shares

1 +Class of +securities issued or to be issued

204,999,921

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   Ordinary fully paid shares

2. Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

   +securities, the amount outstanding and due dates for payment; if

   +convertible securities, the conversion price and dates for conversion)

   Yes

3. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

   +securities?

   If the additional +securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     $0.003 per share

4. Issue price or consideration

   Funds will be used as outlined in the Prospectus lodged on 24 May 2016.

5. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

N/A

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

26 November 2015

6b The date the security holder resolution under rule 7.1A was passed

Nil

6c Number of +securities issued without security holder approval under rule 7.1

Nil

6d Number of +securities issued with security holder approval under rule 7.1A

Nil

6eNumber of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

204,999,921 fully paid ordinary shares

6f Number of +securities issued under an exception in rule 7.2

N/A

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

N/A

6hIf +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

7.1 - 51,249,980

7.1A - 34,166,653

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

21 June 2016

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number	+Class
341,666,535	Ordinary Shares

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
30,000,000	Unlisted Class A
Performance Shares
60,000,000	Unlisted Class B
Performance Shares
30,000,000	Options exercisable at
	$0.02 on or before 31
	December 2018.

1. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

   N/A

2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   Part 2 - Pro rata issue

   No

3. Is security holder approval required?

   Renounceable

4. Is the issue renounceable or non- renounceable?

   One and a half shares (1.5) for one (1) share held.

5. Ratio in which the +securities will be offered

Ordinary fully paid shares

14 +Class of +securities to which the offer relates

30 May 2016

15 +Record date to determine entitlements

No

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   Round up

2. Policy for deciding entitlements in relation to fractions

   The issue was available to shareholders with registered addresses in Australian and New Zealand only.

3. Names of countries in which the entity has security holders who will not be sent new offer documents

   Note: Security holders must be told how their entitlements are to be dealt with.

   Cross reference: rule 7.7.

   14 June 2016

4. Closing date for receipt of acceptances or renunciations