CLASSIC MINERALS LTD — Capital/Financing Update 2013

Sep 1, 2013

==> picture [264 x 42] intentionally omitted <==

==> picture [264 x 41] intentionally omitted <==

==> picture [264 x 42] intentionally omitted <==

CORPORATE STRUCTURE

2 September 2013 ASX ANNOUNCEMENT

ASX Code: CLZ Shares: 206,025,213

BOARD & MANAGEMENT

Justin Doutch, Managing Director Paul Lambrecht, Non-Executive Director Stanislaw Procak, Non-Executive Director Kent Hunter, Company Secretary

INVESTMENT

Tenements cover an area of 380km2 in the highly-prospective Eastern Goldfields and Fraser Range provinces of WA.

Flagship Fraser Range Project in WA is 40km from Sirius Resources’ Nova and Bollinger discoveries.

Experienced board and management team.

CONTACT

Suite 2, 40 Cedric Street Stirling WA 6021

Lodgement of Supplementary Prospectus and Dispatch of Entitlements Issue Shortform Prospectus to Shareholders

Classic Minerals Limited (Company) is pleased to announce it has on 30 August 2013 lodged with ASIC a Supplementary Prospectus relating to the Entitlements Issue Short Form Prospectus dated 19 August 2013 as attached below. Shareholders should note the amended timetable for the Entitlements Issue as set out in the Supplementary Prospectus below:

The Company is pleased to confirm completion of the dispatch on Friday 30 August of its Entitlements Issue Short Form Prospectus dated 19 August 2013 including the Supplementary Prospectus dated and lodged with ASIC on 30 August 2013.

PO Box 487 Osborne Park WA 6917

Phone: 08 9349 5101 Fax: 08 9349 5103 Website: www.classicminerals.com.au Email: admin@classicminerals.com.au

Contact Details Justin Doutch Managing Director Phone: 08 9349 5101 justin@classicminerals.com.au

Page 1 of 1

CLASSIC MINERALS LIMITED

ABN 77 119 484 016

SUPPLEMENTARY PROSPECTUS

IMPORTANT NOTICE

• This Supplementary Prospectus is dated 30 August 2013 and contains particulars of changes to and supplements the Entitlements Issue Short Form Prospectus dated 19 August 2013 issued by Classic Minerals Limited (“the Company”) in respect of the offer of up to 100,512,607 New Options at 1 cent each to raise up to $1,005,126 (“the Prospectus”).

• The Prospectus contains detailed information about the Company and should be read before completing the Application Form attached to this Supplementary Prospectus.

• This Supplementary Prospectus is dated 30 August 2013 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility as to the contents of this Supplementary Prospectus.

• This Supplementary Prospectus must be read together with the Prospectus. To the extent of any inconsistency between this Supplementary Prospectus and the Prospectus, the provisions of this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Prospectus have the same meaning in this Supplementary Prospectus.

• New Applications for Options may only be made on the Application Form that is attached to or accompanying this Supplementary Prospectus.

• This Supplementary Prospectus and the Prospectus are important documents that should be read in their entirety. If you have any questions about the Options being offered under this Supplementary Prospectus or any other matter, you should consult your professional advisers.

SECTION 1 REASONS FOR SUPPLEMENTARY PROSPECTUS

1.1 Effect of this Supplementary Prospectus

It has come to the Company’s attention that there are certain errors and omissions in the Prospectus dated 19 August 2013. This Supplementary Prospectus has been prepared to provide amendments and additional details to the Prospectus.

The effect of this Supplementary Prospectus is summarised below:

• This Supplementary Prospectus results in changes to the sections of the Prospectus set out below.

• Acceptances for the offer of Options may be made on the Entitlement and Acceptance Forms accompanying this Supplementary prospectus. The Closing Date is now 13 September 2013.

1.2 Change to Timetable and Important Dates

The date proposed for the Company to dispatch the Prospectus and announce that dispatch is complete has changed to 30 August 2013. Accordingly, the Indicative Timetable on page 6 of the Prospectus is varied as follows:

EVENT	DATE
Prospectus lodged with ASIC	19 August 2013
Lodgement of Prospectus, Announcement and Appendix 3B with ASX	19 August 2013
Notice sent to Shareholders	21 August 2013
‘Ex’ Date*	22 August 2013
Record Date for determining entitlements*	28 August 2013
Supplementary Prospectus lodged with ASIC	30 August 2013
Dispatch of Prospectus, Supplementary Prospectus and Company announces dispatch is complete	30 August 2013
Closing Date	13 September 2013
New Options quoted on a deferred settlement basis	16 September 2013
ASX notified of undersubscriptions	18 September 2013
Dispatch of holding statements and deferred settlement trading ends	19 September 2013
New Options commence trading on ASX	19 September 2013

These dates are indicative only and may, subject to the requirements of the Listing Rules and the Corporations Act, be changed without notice.

1.3 Proforma Balance Sheet

This Supplementary Prospectus has been prepared to provide additional information in Section 1 Details of the Offer of the Prospectus in the form of a Proforma Balance Sheet detailing the effect of the Offer and based on the Company’s unaudited, unreviewed Balance Sheet as at 30 June 2013 as set out below:

CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment Other assets Other financial assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Employee provision	Unreviewed 30 June 2013 $ Adjustments $ 1,283,830 960,126 780,997 75,000 2,139,827 237,445 56,641 816,666 1,110,752 3,250,579 500,218 29,752	Pro Forma 30 June 2013 $
		2,243,956 780,997 75,000
		3,099,953
		237,445 56,641 816,666
		1,110,752
		4,210,705
		500,218 29,752

• 2 -

Borrowings TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Borrowings TOTAL NON CURRENT LIABILITIES NET ASSETS/ (LIABILITIES) EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY DEFIENCEY	Unreviewed 30 June 2013 $ Adjustments $ 23,269 553,239 78,431 78,431 2,618,910 8,962,001 66,666 960,126 (6,409,757) 2,618,910	Pro Forma 30 June 2013 $
		23,269
		553,239
		78,431
		78,431
		3,579,035
		8,962,001 1,026,791 (6,409,757)
		3,579,035

All other details in relation to the terms of the Offer and other matters pursuant to the Prospectus remain unchanged.

SECTION 2 ACCEPTANCES

2.1 Action Required By Eligible Shareholders

As no documentation has previously been sent to Eligible Shareholders, the acceptance forms sent with this Supplementary Prospectus remain valid. The only change relating to the acceptance forms is the Closing Date which is now 13 September 2013.

SECTION 3 DIRECTORS’ CONSENT

This Supplementary Prospectus is dated 30 August 2013 and is issued by Classic Minerals Limited.

The Directors have made all reasonable enquires and on that basis have reasonable grounds to believe that any statements made by the Directors in this Supplementary Prospectus are not misleading or deceptive. This Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisors.

Each of the Directors of Classic Minerals Limited has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act and has not withdrawn that consent.

Signed for and on behalf of Classic Minerals Limited.

Justin Doutch

Managing Director

30 August 2013

• 3 -