CLASSIC MINERALS LTD - AGM Information 2017

CLASSIC MINERALS LIMITED

ABN 77 119 484 016

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 11.00 a.m WST DATE: Wednesday 29[th] November 2017 PLACE: Mosman Bay Room, Hyatt Regency Perth, 99 Adelaide Terrace, PERTH WA 6000

This Notice of 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 professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 6305 0221.

C O N T E N T S

Notice of Annual General Meeting (setting out the proposed resolutions) Explanatory Statement (explaining the proposed resolutions) Glossary 15 Proxy Form enclosed

T I M E A N D P L A C E O F M E E T I N G A N D H O W T O V O T E

VENUE

The Annual General Meeting of the Shareholders of Classic Minerals Limited which this Notice of Meeting relates to will be held at 11.00am WST on Wednesday 29 November 2017 at:

Mosman Bay Room, Hyatt Regency. 99 Adelaide Terrace PERTH WA 6000

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

(a) send the proxy form by post to Classic Minerals Limited, PO Box 487, Osborne Park WA 6917; or
(b) send the proxy form by facsimile to Advanced Share Registry on facsimile number (08) 9389 7871, or
(c) send the proxy form by post to Advanced Share Registry Limited, PO Box 1159, Nedlands, Western Australia, 6009.

so that it is received not later than 10.00am WST on Monday 27 November 2017.

Proxy forms received later than this time will be invalid.

In accordance with section 249L of the Corporations Act, members are advised that:

Each member has a right to appoint a proxy;
The proxy need not be a member of the company; and
A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, then in accordance with section 249X (3) of the Corporations Act, each proxy may exercise half of the votes.

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N O T I C E O F A N N U A L G E N E R A L M E E T I N G

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all ‘directed’ proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Notice is given that the Annual General Meeting of Shareholders of Classic Minerals Limited will be held at the Hyatt Regency Perth, Mosman Bay Room, 99 Adelaide Terrace at 11.00am WST on Wednesday 29 November 2017.

The Explanatory Statement annexed to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at the close of business on Monday 27 November 2017.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

Reports and Accounts

To receive the financial report of the Company for the year ended 30 June 2017, together with the Directors’ report, the Remuneration Report and the auditor’s report.

Ordinary Resolution 1 – Adoption of Remuneration Report (Non-binding)

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2017.”

Short Explanation : The Corporations Act provides that a resolution that the remuneration report be adopted must be put to a vote at a listed company’s annual general meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Ordinary Resolution 2 – Election of Frederick Salkanovic

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

“That, for the purposes of ASX Listing Rule 14.4, section 11.3 of the Constitution and for all other purposes, Frederick Salkanovic who has been appointed by the directors since the last Annual General Meeting, retires as a director and being eligible, be elected as a director.”

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Ordinary Resolution 3 – Re-election of Lu Ning Yi

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

“That, for the purpose of ASX Listing Rule 14.4, section 11.3 of the Constitution and for all other purposes that Mr. Lu Ning Yi retires as a director and being eligible, be elected as a director.”

Ordinary Resolution 4 – Ratification of Prior Issue of Shares – Stock Assist Group Pty Ltd

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 69,104,372 Shares to Stock Assist Group Pty Ltd on the dates and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by any person who participated in the issue, a person who might gain a benefit, except a benefit solely in the capacity of an ordinary security holder, if Resolution 4 is passed and any of the respective associates of such persons will be disregarded.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Ordinary Resolution 5 – Ratification of Prior Issue of Shares – Angelo Levissianos

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 500,000 Shares to Angelo Levissianos on the date and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by Mr Angelo Levissianos on (or his nominee) and any of their associates. However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Ordinary Resolution 6 – Ratification of Prior Issue of Shares – Goldlaw Pty Ltd

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 4,000,000 Shares to Goldlaw Pty Ltd on the date and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 6 by any person who participated in the issue, a person who might gain a benefit, except a benefit solely in the capacity of an ordinary security holder, if Resolution 6 is passed and any of the respective associates of such persons will be disregarded.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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N O T I C E O F A N N U A L G E N E R A L M E E T I N G

(b) 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.

Ordinary Resolution 7 – Ratification of Prior Issue of Shares – Adam McKay

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 1,000,000 Shares to Mr. Adam McKay on the date and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 7 by Mr Adam McKay (or his nominee) and any of their associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Ordinary Resolution 8 – Ratification of Prior Issue of Shares – Foskin Pty Ltd

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 500,000 Shares to Foskin Pty Ltd on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 8 by any person who participated in the issue, a person who might gain a benefit, except a benefit solely in the capacity of an ordinary security holder, if Resolution 8 is passed and any of the respective associates of such persons will be disregarded.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Ordinary Resolution 9 – Ratification of Prior Issue of Shares – John Che

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 6,500,000 Shares to Mr. John Che on the dates and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 9 by Mr John Che (or his nominee) and any of his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

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Ordinary Resolution 10 – Ratification of Prior Issue of Shares – Mr. Russell Tierney

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 1,666,666 Shares to Mr. Russell Tierney on the date and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 10 by Mr Russelll Tierney (or his nominee) and any of his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Ordinary Resolution 11 – Ratification of Prior Issue of Shares – Ms. Claire Nicholson

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 714,286 Shares to Ms. Claire Nicholson on the date and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 11 by Ms Claire Nicholson (or her nominee) and any of her associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Ordinary Resolution 12 – Ratification of Prior Issue of Shares – Mr. Gary Doutch

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 1,363,900 Shares to Mr. Gary Doutch on the date and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 12 by Mr. Gary Doutch (or his nominee) and any of his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Ordinary Resolution 13 – Ratification of Prior Issue of Shares – Ms. Tracey Pearson

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 1,262,615 Shares to Mrs. Tracey Pearson on the date and on the terms and conditions set out in the Explanatory Memorandum.”

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N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Voting Exclusion: The Company will disregard any votes cast on Resolution 13 by Mrs Tracey Pearson (or her nominee) and any of her associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Ordinary Resolution 14 – Ratification of Prior Issue of Shares – Mr. Brett Lewis

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 3,000,000 Shares to Mr. Brett Lewis on the date and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 14 by Mr Brett Lewis (or his nominee) and any of his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Ordinary Resolution 15 - Approval for the Future Placement of up to 100,000,000 Shares

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval and authorisation is given to the Directors to issue up to 100,000,000 Shares at an issue price that is at least 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made, and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 15 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if Resolution 15 is passed and any associate of those persons.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

DATED: 1 November 2017

BY ORDER OF THE BOARD

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JUSTIN DOUTCH MANAGING DIRECTOR CLASSIC MINERALS LIMITED

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E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting of Classic Minerals Limited to be held at the Hyatt Regency Perth, Mosman Bay Room, 99 Adelaide Terrace at 11.00am WST on Wednesday 29 November 2017.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting (of which this Explanatory Statement forms a part).

FINANCIAL STATEMENTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2017 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

Ordinary Resolution 1 – Adoption of Remuneration Report (non-binding resolution)

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution to Shareholders that the remuneration report be adopted at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

Pursuant to section 250R of the Corporations Act, the Company is required to put the Remuneration Report to a vote of Shareholders. The Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Directors, the Managing Director and other Key Management Personnel.

The Annual Report is available on the Company's website at www.classicminerals.com.au The Corporations Act provides that Resolution 1 need only be an advisory vote of Shareholders. However, in addition, the Corporations Act now provides that if the Company’s remuneration report resolution receives a “no” vote of 25% or more of votes cast at the Meeting, the Company’s subsequent remuneration report must explain the Board’s proposed action in response or, if the Board does not propose any action, the Board’s reasons for not making any changes. The Board will take into account the outcome of the vote when considering the remuneration policy, even if it receives less than a 25% “no” vote.

In addition, the Corporations Act now sets out a ‘two strikes’ re-election process. Under the ‘two strikes’ re-election process, if the Company’s remuneration report receives a ‘no’ vote of 25% or more of all votes cast at two consecutive annual general meetings (that is, ‘two strikes’), a resolution (the ‘spill resolution’) must be put to the second annual general meeting, requiring Shareholders to vote on whether the Company must hold another general meeting (known as the ‘spill meeting’) to consider the appointment of all of the Directors who stand for reappointment (other than the Managing Director). If the spill resolution is approved by a simple majority of 50% or more of the eligible votes cast, the ‘spill meeting’ must be held within 90 days of that second annual general meeting (unless none of the Directors, other than the Managing Director, stand for re-appointment).

Further information will be provided on the ‘spill resolution’ and ‘spill meeting’ for any annual general meeting at which the Company may face a ‘second strike’.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

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2. Ordinary Resolution 2 – Election of Mr Frederick Salkanovic

Mr Salkanovic was appointed by the directors to fill a casual vacancy and, being eligible, offers himself for re-election in accordance with ASX Listing Rule 14.4. Details regarding Mr Salkanovic are set out in the Company’s 2017 Annual Report. The Directors, other than Frederick Salkanovic recommend that shareholders vote in favour of resolution 2.

3. Ordinary Resolution 3 – Re-Election of Mr Lu Ning Yi

Mr Lu Ning Yi retires as a director and being eligible offers himself for Re-election.

Mr Lu Ning Yi has extensive business relationships in the greater China region; and the Directors, other than Mr. Yi recommend that shareholders vote in favour of resolution 3.

Ordinary Resolutions 4 – 14 Ratification of Prior Issues of Shares

4.1 Background

During the last 12 months, the Company issued 89,611,839 Shares without disclosure to investors under the exceptions provided in section 708 of the Corporations Act. The corporate and professional advisors were not related parties of the Company.

4.2 Corporations Act

None of the allottees the subject of Resolutions 4 - 14 in conjunction with any of their associates, hold, either before, during, or after any of the issues the subject of Resolutions 4 -14 more than 19.9% of the issued capital of the Company.

4.3 Listing Rule 7.4

Resolutions 4 to 14 seeks Shareholder ratification of these issues of Shares pursuant to ASX Listing Rule 7.4 and for all other purposes.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where, pursuant to ASX Listing Rule 7.4, a company in general meeting ratifies the previous issue of securities made (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying the issue of the Shares the subject of Resolutions 4 to 14 the Company will retain the flexibility to issue equity securities in the future of up to the 15% annual placement capacity set out in ASX Listing Rule 7.1.

Unless otherwise stated, none of the Directors have a material personal interest in the subject matter of Resolutions 4 to 14. The Board believes that the ratification of the issues of the Shares is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolutions 4 to 14 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without Shareholder approval.

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4.5 Technical information required by Listing Rule 7.4 for the Share Issues Ratifications

Resolutio n	Allottee	No of shares	Issue Price	Date Issued	Purpose of Issue
4	Stock Assist Group Pty Ltd	6,000,000	$0.01	30-Sep-16	Cost of establishing Standby Subscription Facility. The Company did not raise any funds from the issue of these shares as they were issued in lieu of the costs of establishing the Standby Subscription Agreement.
4	Stock Assist Group Pty Ltd	8000000	$0003	18N16	The funds raised from the Placement were used for general working capital purposes, to retire debt andpayborrowingcosts.
		,,	.	-ov-

4	Stock Assist Group Pty Ltd	25,000,000	$0.003	23-Nov-16	The funds raised from the Placement were used for general working capital purposes, to retire debt andpayborrowingcosts.
4	Stock Assist Group Pty Ltd	1,000,000	$0.007	23-Jan-17	Financing Costs. The Company did not raise any funds from this issue of shares
4	Stock Assist Group Pty Ltd	15,000,000	$0.009	28-May-17	acquisition of rights to tenements
4	Stock Assist Group Pty Ltd	14,104,372	$0.009	31-May-17	The funds raised from the Placement were used for general working capital purposes, to retire debt andpayborrowingcosts.
5	Mr. Angelos Levissiano s	500,000	$0.008	23-Nov-16	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
6	Goldlaw Pty Ltd	4,000,000	$0.005	30-Dec-16	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a creditor payment.
7	Adam Mckay	1,000,000	$0.007	20-Jan-17	Creditor Payment
8	Foskin Pty Ltd	500,000	$0.008	23-Jan-17	Financing Costs.
9	John Che	1,000,000	$0.014	29-Mar-17	Financing Costs
9	John Che	1,000,000	$0.014	31-Mar-17	Financing Costs
9	John Che	3,000,000	$0.015	11-May-17	Financing Costs
9	John Che	1,500,000	$0.009	30-May-17	Financing Costs
10	Russell Tierney	1,666,666	$0.006	1-Aug-17	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a creditor payment.
11	Claire Nicholson	714,286	$0.007	2-Aug-17	Creditor Payment. The Company did not raise any funds from the issue of shares as they were issued to satisfy a creditor payment.
12	Gary Doutch	1,363,900	$0.010	24-Aug-17	Creditor Payment. The Company did not raise any funds from the issue of shares as theywere

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					issued to satisfy a creditor payment.
13	Tracey Pearson	1,262,615	$0.010	24-Aug-17	Creditor Payment. The Company did not raise any funds from this issue as they were issued to satisfya creditorpayment.
14	Brett Leslie Lewis	3,000,000	$0.012	24-Aug-17	Creditor Payment. The Company did not raise any funds from this issue as they were issued to satisfya creditorpayment.
	Total	89,611,839

The Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

Voting Exclusion Statement

A voting exclusion statement is included in the Notice in respect of Resolutions 4-14.

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RESOLUTION 10 – APPROVAL FOR THE FUTURE PLACEMENTS OF UP TO 100,000,000 SHARES
5.1 Background

The Company is proposing to undertake placements, through the issue of up to 100,000,000 Shares (Placements). These placements will be made to professional and sophisticated investors or to other persons to whom disclosure is not required under Chapter 6D of the Corporations Act.

The Shares the subject of these proposed placements represent approximately 14.55% of the Company’s current issued share capital of 687,079,473 Shares (assuming that no other Shares are issued prior to the Meeting).

5.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in section 4.3 above.

5.3 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of securities to be issued pursuant to this Resolution 5 is 100,000,000 Shares;
(b) the Shares the subject of Resolution 5 will be issued no later than three (3) months after the date of this Meeting;
(c) the Shares will be issued at a price that is at least 80% of the average market price of Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which any issue is made;
(d) the Shares will be issued to professional and sophisticated investors or to other persons to whom disclosure is not required under Chapter 6D of the Corporations Act. The Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(f) the Shares will be issued progressively as subscribers are identified, however no Shares will be issued after the date which is three (3) months after the date of the Meeting; and
(g) the Company intends to use the funds raised by these Placements for the continued exploration and acquisition of assets, including the Fraser Range Project and the Forrestania Gold Project. Any surplus funds will be used for general working capital purposes, review and analysis of new projects.

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E X P L A N A T O R Y S T A T E M E N T

5.4 Directors’ recommendation

None of the Directors have a material personal interest in the subject matter of Resolution 10. The Board recommends Shareholders vote in favour of Resolution 10 as it will provide additional working capital to the Company and means that the Shares the subject of this Resolution will not need to be counted as part of the Company’s 15% placement capacity, giving the Company the flexibility to issue further securities representing up to 15% of the Company’s share capital without Shareholder approval.

5.5 Voting Exclusion Statement

A voting exclusion statement is included in the Notice.

Page | 14

G L O S S A R Y

2017 Annual Report means the Company’s annual report including the reports of the Directors and auditor and the financial statements of the Company for the year ended 30 June 2017, which can be downloaded from the Company’s website at www.classicminerals.com.au ASX means ASX Limited (ACN 008 724 791).

Annual General Meeting means the Annual General Meeting of the Company to be held on Wednesday 29 November 2017.

ASX Listing Rules or Listing Rules means the Listing Rules Adoption of the ASX and any other rules of the ASX which are applicable while the entity is admitted to the Official List of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the Board of Directors.

Chair or Chairman means the person appointed to chair the Meeting convened by this Notice. Company or Classic Minerals means Classic Minerals Limited (ABN 77 119 484 016).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means the Notice of the Annual General Meeting attached to this Explanatory Statement.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means that section of the Directors’ Report under the heading “Remuneration Report” set out in the 2017 Annual Report.

Resolution means a resolution contained in the Notice.

Share means an ordinary fully paid share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means Western Standard Time

Page | 15

www.classicminerals.com.au

Page | 16

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CLASSIC MINERALS LTD — AGM Information 2017

64664_rns_2017-10-31_79e09eef-e2ba-4231-8686-9477ac0bc168.pdf

CLASSIC MINERALS LIMITED

ABN 77 119 484 016

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

C O N T E N T S

T I M E A N D P L A C E O F M E E T I N G A N D H O W T O V O T E

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

AGENDA

Reports and Accounts

Voting Prohibition Statement:

Ordinary Resolution 2 – Election of Frederick Salkanovic

Ordinary Resolution 8 – Ratification of Prior Issue of Shares – Foskin Pty Ltd

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Ordinary Resolution 15 - Approval for the Future Placement of up to 100,000,000 Shares

DATED: 1 November 2017

FINANCIAL STATEMENTS

2. Ordinary Resolution 2 – Election of Mr Frederick Salkanovic

3. Ordinary Resolution 3 – Re-Election of Mr Lu Ning Yi

4.1 Background

4.2 Corporations Act

4.3 Listing Rule 7.4

E X P L A N A T O R Y S T A T E M E N T

E X P L A N A T O R Y S T A T E M E N T

Voting Exclusion Statement

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CLASSIC MINERALS LTD AGM Information 2017

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