Nzuri Copper Limited

Equities

NZC

AU000000NZC9

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2020	Nzuri Copper Limited Announces Board Changes	CI
2020	Xuchen International Co., Ltd. completed the acquisition of Nzuri Copper Limited from Ndovu Capital VI B.V., La Generale Industrielle et Commerciale au Congo SPRL, Huayou International Mining (Hong Kong) Limited, Tembo Capital Management Ltd, Zhejiang Huayou Cobalt Co., Ltd and others.	CI

Nzuri Copper : Annual Report to shareholders

October 31, 2019 at 03:57 am EDT

NZURI COPPER LIMITED

ACN 106 294 106

ANNUAL REPORT

30 JUNE 2019

CORPORATE DIRECTORY

NZURI COPPER LIMITED

Australian Securities Exchange code: NZC

ABN 23 106 294 106 www.nzuricopper.com.au

DIRECTORS

Tom Borman (Non-Executive

Chairman)

Mark Arnesen (Chief Executive

Officer & Executive Director)

Adam Smits (Chief Operating

Officer & Executive Director)

Peter Ruxton (Non-Executive

Director)

Hongliang Chen (Non-Executive

Director)

Ean Alexander (Non-Executive

Director)

COMPANY SECRETARY

Hannah Hudson (appointed 1 July 2018)

REGISTERED & PRINCIPAL OFFICE

Unit 13, 100 Daglish Road Daglish WA 6008 Telephone: +61 (0)8 6424 8100 Email: info@nzuricopper.com.au

SOLICITORS

Bellanhouse Legal

Level 19, Alluvion

58 Mounts Bay Road

Perth WA 6000

AUDITOR

BDO Audit (WA) Pty Ltd

38 Station Street

Subiaco WA 6008

SHARE REGISTRY

Advanced Share Registry

110 Stirling Highway

Nedlands WA 6009

Telephone: 1300 113 258

WWW.NZURICOPPER.COM.AU

CONTENTS	Page
CHAIRMANS REVIEW	1
HIGHLIGHTS	2
OPERATIONS REVIEW	3
DIRECTORS' REPORT	6
CORPORATE GOVERNANCE STATEMENT	10
REMUNERATION REPORT	14
AUDITOR'S INDEPENDENCE DECLARATION	22
INDEPENDENT AUDITOR'S REPORT	23
DIRECTORS' DECLARATION	27
CONSOLIDATED STATEMENT OF PROFIT OR LOSS & OTHER	28
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION	29
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	30
CONSOLIDATED STATEMENT OF CASH FLOWS	31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	32
ADDITIONAL SECURITIES EXCHANGE INFORMATION	58
MINING TENEMENT SCHEDULE	60

CORPORATE DIRECTORY

WWW.NZURICOPPER.COM.AU

CHAIRMAN'S REVIEW

Dear Shareholders,

I am pleased to present Nzuri Copper's 2019 Annual Report.

During the year, the Company announced that it has entered into a binding Scheme Implementation Deed (SID) with Xuchen International Limited, a subsidiary of Chengtun Mining Group Co., Ltd. (collectively 'Chengtun'), a diversified Shanghai Stock Exchange-listed metal mining, trading and industrial group, under which it is proposed that Chengtun will acquire all of the issued shares in Nzuri by way of an Australian Court-approved Scheme of Arrangement, for an offer consideration of $0.37 per share in cash (the 'Scheme'). In August 2019, shareholders of the Company approved the Scheme and, as at the date of this report, all conditions precedent, other than final administrative approval from the State Administration of Foreign Exchange in China, have been received. It is anticipated the Scheme will be finalised imminently, with an implementation date expected of 29th of November 2019.

The acquisition proposal from Chengtun follows extensive discussions between the parties dating back to 2017 regarding the potential for off-take, project funding and other forms of strategic cooperation and investment. Chengtun is an existing major player in the Kolwezi region of the DRC, having completed construction of a US$150 million SX-EW processing plant with a cobalt hydroxide circuit in late 2018, which is scalable and has been designed to double in capacity. The Kalongwe deposit offers significant strategic and technical synergies with Chengtun's existing operations and processing infrastructure in the region.

The board is pleased to have secured the Scheme as a cash consideration transaction, providing a certain cash outcome for shareholders for their shares at a substantial premium to the historical trading price of Nzuri shares.

Tom Borman

Chairman

WWW.NZURICOPPER.COM.AU

HIGHLIGHTS

Corporate

The Company entered into a Scheme Implementation Deed with Chengtun, whereby Chengtun will acquire all of the issued shares in Nzuri by way of an Australian Court-approved Scheme of Arrangement, for an offer consideration of $0.37 per share in cash. The remaining conditions precedent to the Scheme are expected to satisfied imminently with the indicative timetable for the implementation expected to be:

Approval Hearing	Monday, 18 November 2019

Effective Date	Tuesday, 19 November 2019
Last day of trading in Nzuri shares on ASX

Record Date for determining entitlements to the Scheme consideration	Friday, 22 November 2019

Implementation Date for the Scheme	Friday, 29 November 2019
Payment of the Scheme consideration to Nzuri shareholders

Kalongwe Copper-Cobalt Development Project

Construction of a site access road from the nearby Kamoa site was completed in 2019 and now provides all- weather access to the Kalongwe site significantly improving access for current and future activities.
Approval received from the DRC Government of the duty exoneration list which provides substantial duty exoneration of imported goods
Completed SXEW and DMS variability testwork program
Completed a Front engineering design (FEED) program for project development of a dense media separation plant (DMS)

Social, Community and Government

Completion of the required 5-yearly update, in line with the new DRC Mining Code, of the Project's Environmental and Social Impact Study (ESIS) and Environmental and Social Management Plans (ESMP).
Completed and submitted the newly required Cahier De Charge (project social Commitments) per the new mining code.
Assistance in the first regional immunisation program for poliomyelitis and measles vaccination, immunising 324 children in 8 villages from the region surrounding the project.
The Company built a new bridge to assist with community access after a review of routes around the project perimeter with local chiefs

WWW.NZURICOPPER.COM.AU

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Nzuri Copper Limited published this content on 31 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2019 07:56:06 UTC

Latest news about Nzuri Copper Limited

Nzuri Copper Limited Announces Board Changes	20-03-11	CI
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Nzuri Copper Limited Completes an Updated Feasibility Study for the Proposed Stage 1 Development of Its 85%-Owned Kalongwe Copper-Cobalt Project	18-04-15	CI
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Nzuri Copper Limited Names Mr. Hongliang Chen as Non-Executive Director, with Effect from 1 February 2018	18-01-29	CI
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Nzuri Copper Limited Announces Contracts to Advance Development and Optimization Studies	18-01-15	CI
Nzuri Copper Limited announced that it has received AUD 10 million in funding from Huayou International Mining (Hong Kong) Limited	18-01-08	CI
Nzuri Copper Limited announced that it expects to receive AUD 10 million in funding from Huayou International Mining (Hong Kong) Limited	17-12-12	CI
Nzuri Copper Limited Provides Exploration Update at Kasangasi and Monwezi West	17-10-16	CI
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Nzuri Copper Limited Commences a Major High- Resolution Aeromagnetic Survey over its Entire 342km2 Fold Thrust Belt JV Exploration Project	17-09-26	CI

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Company Profile

Nzuri Copper Limited, formerly Regal Resources Limited, is an Australia-based minerals company. The Company is focused on the identification, acquisition, development and operation of high grade copper and cobalt projects in the Katangan Copperbelt of the Democratic Republic of the Congo (DRC). The Company's project is Kalongwe Copper-Cobalt deposit (Kalongwe project), which is located in the Lualaba Province of the DRC and is situated towards the western end of the Central African Copperbelt. Kalongwe hosts a near-surface Joint Ore Reserves Committee (JORC) resource of approximately 302,000 tons contained copper and over 42,000 tons contained cobalt as predominantly oxide ore. The Company manages the Fold and Thrust Belt Joint Venture (FTBJV), which covers an area of the western Lufilian Arc. FTBJV covers an area of approximately 350 square kilometers in a highly prospective part of the western Katangan Copperbelt. It hosts various targets on the prospective Mine Series rocks.

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