Replacement Prospectus

CuDeco Limited ACN 000 317 251 (Company)

This is a Replacement Prospectus dated 8 April 2016 which replaces the Original Prospectus dated 5 February 2016 in relation to the non-renounceable rights issue to Eligible Shareholders of one (1) New Share for every four (4) Shares held at an issue price of $0.80 per New Share to raise approximately $63.1 million before expenses

This document is important and it should be read in its entirety

This Offer is fully underwritten by Paradigm Securities and sub-underwritten by China Oceanwide International Investment Co., Limited, Rich Lead Investment Pte Limited, New Apex Asia Investment Limited and AM Capital Limited

Your Entitlement and Acceptance Form must be received by the Share Registry with your payment no later than 5 pm (Perth time) on the Closing Date. Please refer to the timetable set out in this Replacement Prospectus for the Important Dates.

If you are in any doubt as to the contents of this document, you should consult your stockbroker, solicitor, banker, financial adviser or accountant as soon as possible. The securities offered by this Replacement Prospectus are considered to be speculative.

This Replacement Prospectus has also been issued to facilitate the secondary trading of the Placement Shares so as to enable the Placement Shares to be on-sold in Australia without trading restrictions, pursuant to section 708A(11) of the Corporations Act.

Offer Statistics

Number of Shares on issue prior to the Offer Number of New Shares to be issued

Offer Price:

315,422,559

78,855,640

$0.80

Timetable for important dates

Friday 8 April 2016

Tuesday 12 April 2016

Wednesday 13 April 2016

Friday 15 April 2016

Wednesday 20 April 2016

Wednesday 20 April 2016

Tuesday 3 May 2016

Friday 6 May 2016

Friday 6 May 2016

Tuesday 10 May 2016

Wednesday 11 May 2016

Thursday 12 May 2016

Wednesday 3 August 2016

These dates are indicative only and subject to change without notice. The Company may extend the period of the Offer or bring forward the Closing Date at its discretion. This may have a consequential effect on the other dates.

Important notice

This Replacement Prospectus is dated 8 April 2016 and was lodged with ASIC on the same date. It replaces the Original Prospectus. Neither ASIC nor ASX takes any responsibility as to the contents of this Replacement Prospectus. No securities will be issued on the basis of this Replacement Prospectus any later than 13 months after the date of issue of this Replacement Prospectus.

This Replacement Prospectus contains an offer to Eligible Shareholders and has been prepared in accordance with Section 710 of the Corporations Act.

This Replacement Prospectus is also issued for the purposes of offering any Underwritten Securities to

the Underwriter, the Sub-Underwriters and any other investors identified by the Underwriter or the Company.

The information provided in this Replacement Prospectus is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. If you have any questions you should seek professional advice before deciding to invest. An investment in New Shares that are offered under this Replacement Prospectus should be considered speculative.

Please refer to sections 1.13 and 8 for details relating to risks involved with an investment in the Company.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer described in this document which is not contained in this document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Forward Looking Statements

Some of the information contained in this Replacement Prospectus constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as 'anticipate', 'estimate', 'should', 'will', 'expects', 'plans' or similar expressions. These statements discuss future objectives or expectations concerning results of operations or financial conditions or provide other forward-looking information. The Company's actual results, performance or achievements could be significantly different from the results or objectives expressed in, or implied by, those forward-looking statements. This Replacement Prospectus details some important factors that could cause the Company's actual results to differ from the forward-looking statements made in this Replacement Prospectus.

Competent Person Statement

Exploration Results:

The information that is in section 3 of this Replacement Prospectus that relates to Exploration Targets and Exploration Results is based on information compiled by Mr Andrew Day. Mr Day is employed by Geoday Pty Ltd, an entity engaged by CuDeco to provide independent consulting services. Mr Day has a BAppSc (Hons) in geology and is a Member of the Australian Institute of Mining and Metallurgy (Member #303598). Mr Day has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves" (JORC Code). Mr Day consents to inclusion in this Replacement Prospectus of the matters based on his information in the form and context in which it appears in section 3.

Resources and Ore Reserves:

The information that is in section 3 of this Replacement Prospectus that relates to Resources is extracted from the report entitled "Rocklands Resource Update 2013" created on 29 November 2013 contained in Appendix B to this Replacement Prospectus as updated by the Feasibility Study, an executive summary of which was announced by the Company on 3 March 2016 and an extract of which is contained in Appendix D to this Replacement Prospectus.

The information that is in section 3 of this Replacement Prospectus that relates to Ore Reserves is extracted from the report entitled "Ore Reserves Statement - Rocklands Group Copper Project" released on 11 December 2015 and is set out in Appendix C to this Replacement Prospectus.

The Company confirms that it is not aware of any new information or data that materially affect the information included in these original market announcements and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply

and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.

Foreign Shareholders

This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

The Offer is made only to those Eligible Shareholders with registered addresses in Australia, New Zealand, Singapore, Hong Kong and the People's Republic of China (to the extent that such Shareholders are qualified domestic institutional investors) and only those Eligible Shareholders will be offered New Shares. All Shareholders must comply with their local laws and are responsible for determining whether any laws may restrict them from participating in the Offer. If you are so restricted and come into possession of this Replacement Prospectus you should seek advice on and observe those restrictions. Any failure to comply with restrictions might constitute a violation of applicable securities laws. If you are in doubt about your eligibility to participate in the Offer you should obtain independent professional advice.

New Zealand

In making this offer to Eligible Shareholders in New Zealand, the Company is relying on the Securities Act (Overseas Companies) Exemption Notice 2013 (NZ), by virtue of which this Replacement Prospectus is not required to be registered in New Zealand.

Singapore

WARNING: The contents of this document and any other materials relating to the Offer have not been reviewed by any Singaporean regulatory authority. You are therefore advised to exercise caution in relation to the Offer. If you are in doubt about any contents of this document or whether you are eligible to participate in the Offer, you should obtain independent professional advice.

This document and any other materials relating to the Offer have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the Offer may not be issued, circulated or distributed, nor may any Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an existing holder of Shares in the Company. In the event that you are not an existing holder of Shares in the Company, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire the shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Hong Kong

WARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any contents of this document, or whether you are eligible to participate in the Offer, you should obtain independent professional advice.

China

The information in this document does not constitute a public offer of the New Shares, whether by way of sale or subscription, in the People's Republic of China (excluding, for purposes of this paragraph, Hong