County International : Notice of General Meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY STATEMENT

This Notice of General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss the matters in this Notice of General Meeting, please do not hesitate to contact the Company Secretary on +61 2 92513311 orellie@countyinternational.com.

TIME AND PLACE OF MEETING AND HOW TO VOTE

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The General Meeting of Shareholders to which this Notice of Meeting relates will be held at 10am (AEST) on 9th June 2022 at Suite 10.04, Level 10, 56 Pitt Street, Sydney NSW 2000.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your Shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

Members or proxies wishing to attend in person must be fully vaccinated and should advise their intention to attend by email toellie@countyinternational.com by Monday 6th June 2022.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return:

• • online atwww.boardroomlimited.com;

• • in person at Level 12, 225 George Street, Sydney, NSW 2000;

• • by post to PO Box 3993 Sydney NSW 2001;

• • by facsimile to +9290 9655; or

• • by following the directions on the Proxy Form.

Please note that the Proxy Form must be received by the Company no later than 10:00am (AEST) on 7th June 2022.

Proxy Forms received later than this time will be invalid.

ENTITLEMENT TO ATTEND AND VOTE

The Company may specify a time, not more than 48 hours before the Meeting, at which a "snap-shot"

of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the General Meeting.

The Company's Directors have determined that all Shares of the Company that are quoted on ASX at 7pm (AEST) on 7 June 2022 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

PROXIES

Please note that:

(a) a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

(b)a proxy need not be a Shareholder; and

(c)a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the

Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. An appointment of corporate representative form can be obtained by via the Company's share registry website -

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Terry Flitcroft atellie@countyinternational.com if they have any queries in respect of the matters set out in this document.

BUSINESS

ITEM 1

RESOLUTION 1 - APPROVAL TO ACQUIRE POLYMET PTY LTD

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

That for the purposes of ASX LR 11.1.2 and for all other purposes and subject to the passing of resolutions 2, 3, 4 and 5 the Company raising a minimum of $3,750,000 under the Offer and approval being granted by ASX for the re-listing of the Company's shares, approval be given to the Company acquiring all the issued shares in Polymet Resources Pty Ltd and any resulting change of nature of business or scale of operations.

Voting Exclusion Statement:

As required by the ASX Listing Rules, the Company will disregard any votes cast in favour of this resolution by or on behalf of:

• ▪ Any Polymet Resources Pty Ltd Shareholders; or

• ▪ An associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• ▪ a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• ▪ 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

• ▪ A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o 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

  • o The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

ITEM 2 RESOLUTION 2 - APPROVAL TO ACQUIRE THE COPPER/GOLD GROUP

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

That for the purposes of ASX LR 11.1.2 and for all other purposes and subject to the passing of resolutions 1,3,4 and 5, the Company raising a minimum of $3,750,000 under the Offer and approval being granted by ASX for the re-listing of the Company's shares, approval be given to the Company to acquire the Copper / Gold Group and any resulting change of nature of business or scale of operations.

Voting Exclusion Statement:

As required by the ASX Listing Rules, the Company will disregard any votes cast in favour of this resolution by or on behalf of:

• ▪ Any Copper/Gold Group or CWS Shareholders; or

• ▪ An associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• ▪ a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• ▪ 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

• ▪ A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o 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

  • o The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way

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