CLASSIC MINERALS LTD — Capital/Financing Update 2013

Aug 19, 2013

Entitlements Issue

Short Form Prospectus

For a pro rata non-renounceable Offer to Shareholders of one New Option for every two Shares held at the Record Date with an issue price of 1 cent ($0.01) per New Option on application to raise approximately $1,005,126 (before expenses of the Offer).

Each New Option is exercisable at 20 cents ($0.20) before 5.00pm (WST) on 30 June 2015 for one (1) Ordinary Share in the Company.

The Company will seek quotation of the New Options on ASX within 7 days of the date of this Prospectus.

Important Notice

This is an important document which requires your immediate attention. It should be read in its entirety before deciding to participate.

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act 2001. This Prospectus does not of itself contain all the information that is generally required to satisfy the disclosure requirements of the Corporations Act but refers to other documents the information of which is deemed to be incorporated in this Prospectus.

If you are in doubt about what to do, please contact your professional adviser without delay.

The investment offered pursuant to this Prospectus should be considered speculative.

Classic Minerals Limited

TABLE OF CONTENTS

TABLE OF CONTENTS	1
IMPORTANT INFORMATION	2
CORPORATE DIRECTORY	4
MANAGING DIRECTOR’S LETTER	5
TIMETABLE AND IMPORTANT DATES	6
SECTION 1 DETAILS OF THE OFFER	7
SECTION 2 INFORMATION DEEMED TO BE INCORPORATED IN THIS PROSPECTUS 11
SECTION 3 COMPANY OVERVIEW	14
SECTION 4 EFFECT OF THE OFFER	15
SECTION 5 RIGHTS ATTACHING TO SECURITIES	16
SECTION 6 ADDITIONAL INFORMATION	18
SECTION 7 DIRECTORS’ CONSENT	22
SECTION 8 DEFINITIONS	23

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Classic Minerals Limited

IMPORTANT INFORMATION

This Prospectus is dated 19 August 2013 and was lodged with ASIC on that date. Neither ASIC nor ASX, nor any of their officers, take any responsibility for the contents of this Prospectus.

No applications for New Options will be accepted nor will any New Options be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. An application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the New Options the subject of this Prospectus.

The Offer contained in this Prospectus is only available for acceptance by Shareholders with a registered address as at the Record Date in Australia or New Zealand. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe the requirements of these laws. Nonobservance by such persons may violate securities laws. Any recipient of this Prospectus residing outside Australia and New Zealand should consult their professional advisers on requisite formalities. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

Investors can only apply for New Options on the accompanying Acceptance Form and on the terms and conditions referred to in this Prospectus. Please read carefully the instructions on the reverse of the Acceptance Form regarding an application for New Options pursuant to this Prospectus.

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act 2001. This means that this Prospectus does not of itself contain all the information that is generally required to satisfy the disclosure requirements of the Corporations Act. Rather, the Prospectus incorporates by reference information contained in a document that has been lodged with the ASIC. This Prospectus refers to the disclosure document lodged by the Company with the ASIC on 1 March 2013 (which replaced a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited) for the Offer of up to 22,500,000 Shares at an issue price of $0.20 each to raise up to $4,500,000 (oversubscriptions of up to a further 7,500,000 Shares at an issue price of $0.20 each to raise up to a further $1,500,000 may have been accepted) ("March 2013 Prospectus") and the ASX announcements referred to in Section 2.3 of this Prospectus ("ASX Announcements").

This document is important and it should be read in its entirety. The New Options to be issued pursuant to this Prospectus should be viewed as a speculative investment and investors should refer to the Risk Factors affecting the Company set out in sections 1 and 4 of the March 2013 Prospectus. Accordingly, before deciding to apply for New Options, potential investors should consider whether or not such New Options are a suitable investment having regard to their personal circumstances. If in doubt, potential investors should consult their stockbroker, solicitor, accountant or other professional adviser prior to completing and lodging an Acceptance Form.

No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus and any such information may not be relied upon as having been authorised by the Directors.

A copy of this Prospectus can be downloaded from the Company's website at www.classicminerals.com.au. The offer constituted by an electronic version of this Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. There is no facility for Applications to be accepted electronically or by applying online. The Corporations Act prohibits any person from passing on to another person the Acceptance Form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus. The Company will not accept a completed Acceptance Form if it has reason to believe that the Applicant has not received a complete and unaltered copy of the Prospectus. Any person may obtain a hard copy of this Prospectus by contacting the Company prior to the Closing Date.

A number of terms and abbreviations used in this Prospectus have defined meanings set out in Section 8.

Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions,

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Classic Minerals Limited

and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forwardlooking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law. These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. The Risk Factors affecting the Company set out in sections 1 and 4 of the March 2013 Prospectus, and incorporated into this Prospectus via reference.

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Classic Minerals Limited

CORPORATE DIRECTORY

Directors

Justin Doutch (Managing Director) Paul Lambrecht (Non-Executive Director) Stan Procak (Non-Executive Director)

Company Secretary

Kent Hunter

Registered Office

Share Registry

Advanced Share Registry Services Limited PO Box 1156 NEDLANDS WA 6909

Suite 2, 40 Cedric Street STIRLING WA 6021

Telephone: +61 8 9349 5101 Facsimile: +61 8 0349 5103 Email: info@classicminerals.com.au Website: www.classicminerals.com.au

Stock Exchange Listing

ASX Limited Code: CLZ

Legal Advisors to the Company

Lawton Gillon Lawyers Level 11, 16 St Georges Terrace PERTH WA 6000

Auditors

Stantons International Level 2, 1 Walker Avenue WEST PERTH WA 6005

Compliance Managers

Mining Corporate Pty Ltd Suite 1, 22 Railway Road SUBIACO WA 6008

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Classic Minerals Limited

MANAGING DIRECTOR’S LETTER

19 August 2013

Dear Shareholder

The Board is pleased to offer Shareholders the opportunity to participate in a pro-rata nonrenounceable entitlement issue of New Options, on the basis of one New Option for every two Ordinary Shares held at the Record Date.

Each New Option will be issued at a total issue price of 1 cent ($0.01) per New Option paid on acceptance of the Offer.

Each New Option is exercisable into Ordinary Shares at 20 cents ($0.20) on or before 5.00pm (WST) on 30 June 2015. Please refer to Sections 5.1 and 5.2 of this Prospectus for full terms of the New Options and the underlying Ordinary Shares.

All Shareholders registered at 5.00pm (WST) on 28 August 2013, being the Record Date, will be entitled to participate in the pro-rata non-renounceable entitlement issue offered under this Prospectus.

The Closing Date for acceptances is 5.00pm (WST) on 12 September 2013.

The Company will seek quotation of the New Options on ASX within seven (7) days of the date of this Prospectus.

The Board encourages all Shareholders take up their entitlements and advises that each of the Directors will fully take up their respective entitlements. Funds raised from the Offer will be used for working capital purposes and to pay the expenses of the Offer. The Board recommends that Shareholders refer to the Risk Factors affecting the Company, as set out in sections 1 and 4 of the March 2013 Prospectus. A copy of the March 2013 Prospectus is available from the Company or on the Company website.

The Board takes this opportunity to thank all Shareholders for their support and looks forward to your continued support in the future.

Yours faithfully

Justin Doutch Managing Director

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Classic Minerals Limited

TIMETABLE AND IMPORTANT DATES

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
Dispatch of Prospectus and Company announces dispatch is complete	29 August 2013
Closing Date**	12 September 2013
New Options quoted on a deferred settlement basis	13 September 2013
ASX notified of undersubscriptions	17 September 2013
Dispatch of holding statements and deferred settlement trading ends	18 September 2013
New Options commence trading on ASX	18 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.

* Shareholders should consult their brokers or professional advisors in regards to the definition of ‘Ex’ Date and Record Date to ensure that their entitlement to participate in the Offer is assured.

** The Directors reserve the right to vary the Closing Date, which may have a consequential effect on other dates. The Directors may extend the Closing Date by giving at least 6 Business Days’ notice to ASX prior to the Closing Date. As such, the date the New Options are expected to commence trading on ASX may vary.

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Classic Minerals Limited

SECTION 1 DETAILS OF THE OFFER

1.1 Purpose of the Offer

The Offer is being undertaken to recognise Shareholders’ ongoing support of the Company and to raise additional working capital. The funds raised by the Offer of approximately $1,005,126 (before expenses of the Offer) will be applied towards working capital and meeting the expenses associated with the Offer.

1.2 Details of the Offer

The Company offers for subscription up to 100,512,607 New Options. The New Options are being offered to Shareholders on the basis of one New Option for every two Ordinary Shares held on the Record Date. In the calculation of any entitlement, fractions will be rounded up to the nearest whole number.

All holders of Ordinary Shares in the Company on the Record Date are entitled to participate in the Offer.

Each New Option is offered for subscription at an issue price of 1 cent ($0.01) payable in full on application. Each New Option is exercisable on or before 5:00pm (WST) 30 June 2015 at 20 cents ($0.20) into one Ordinary Share.

1.3 Entitlement

The number of New Options to which each Shareholder is entitled is shown on the enclosed personalised Acceptance Form. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be the maximum Entitlement.

Shareholders may accept their Entitlement in full or part by returning a completed Acceptance Form to the Company’s share registry by 5.00 pm (WST) on 12 September 2013 accompanied by the appropriate Application Money.

1.4 Non-Renounceable Issue

The offer of New Options pursuant to this Prospectus is non-renounceable. This means Shareholders cannot sell or otherwise transfer their Entitlement. Shareholders who do not accept their Entitlement will receive no benefit.

1.5

Terms and Conditions of New Options

Each New Option issued will give the holder the right to subscribe for one Ordinary Share in the Company at an exercise price of 20 cents ($0.20) per New Option at any time up to 5:00pm (WST) on 30 June 2015.

The full terms and conditions on which the New Options are issued are set out in Section 5.1 of this Prospectus.

1.6

How to Apply for New Options

An Application for New Options in response to this Offer may only be made on the personalised Acceptance Form that accompanies this Prospectus.

Instructions as to how to complete the Acceptance Form are included on the reverse of the Acceptance Form. Applications that are not made on an Acceptance Form will not be accepted by the Company.

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Classic Minerals Limited

Applications for New Options must be accompanied by the appropriate Application Money for the number of New Options applied for in the Acceptance Form. Cheques should be drawn on an Australian bank in Australian dollars and should be made payable to Classic Minerals Limited – Option Account and be crossed “Not Negotiable”.

Completed Acceptance Forms and accompanying cheques should be delivered before the Closing Date to:

Advanced Share Registry Services Limited 150 Stirling Highway Nedlands WA 6009

Or posted to:

Advanced Share Registry Services Limited PO Box 1156 Nedlands WA 6909

1.7 No Minimum Subscription

There is no minimum subscription for the Offer.

1.8 Oversubscriptions

Oversubscriptions will not be accepted.

1.9 Underwriting

The Offer is not underwritten.

1.10 Shortfall

If any Shortfall remains after Shareholders have taken up their Entitlements, the Directors reserve the right pursuant to Listing Rule 7.2 (exception 2) to allot and issue any Shortfall with parties selected by them.

All Shortfall will be placed within 3 months of the Closing Date and will be issued on the same terms as are being offered to Shareholders pursuant to this Prospectus. New Options not taken up by Shareholders will not be placed to the Directors or any related parties of the Directors, without shareholder approval.

1.11 Capital Structure

Pursuant to the Offer, the Company is intending to issue up to 100,512,607 New Options.

The following is a summary of the Company’s capital structure and effect of the Offer.

Prior to the Offer
Ordinary Shares	201,025,213
**On completion of the Offer ***
Ordinary Shares	201,025,213
Options with an exercise price of $0.20 and an expiry date of 30 June 2015	100,512,607

• assuming the Offer is fully subscribed.

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Classic Minerals Limited

1.12 Allocation and Allotment of New Options

The Offer pursuant to this Prospectus may be accepted in whole or in part.

Subject to ASX granting approval for quotation of the New Options, the allotment of the New Options will occur as soon as practicable after the Offer closes.

Statements of New Option holdings will be dispatched as required by ASX.

1.13 Application Monies to be Held in Trust

The Application Monies for the New Options to be issued pursuant to the Offer will be held on trust in a separate bank account on behalf of Applicants until the New Options are allotted. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

1.14 Expenses of the Offer

The expenses which are payable by the Company for advisory fees, legal fees, printing fees and other costs incurred in preparing and distributing this Prospectus in respect of the Offer are estimated to be approximately $45,000.

1.15 Quotation of New Options

The Company will apply to ASX for quotation of the New Options within seven days after the date of this Prospectus. If an application for quotation of the New Options is not made within seven days after the date of this Prospectus, or ASX does not grant permission for official quotation of the New Options within three months after the date of this Prospectus, applications will be dealt with in accordance with section 724 of the Corporations Act. No interest will be paid on any returned Application Money.

The fact that ASX may grant official quotation to the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options now offered for subscription.

1.16 CHESS And Issuer Sponsorship

The Company operates an electronic CHESS sub-register and an electronic issuer sponsored sub-register. These two sub-registers make up the Company’s register of securities. The Company will not issue certificates to New Optionholders. Rather, holding statements (similar to bank statements) will be dispatched to New Optionholders as soon as practicable after allotment. Holding statements will be sent either by CHESS (for New Optionholders who elect to hold New Options on the CHESS sub-register) or by the Company’s Share Registry (for New Optionholders who elect to hold their New Options on the Issuer sponsored sub-register). The statements will set out the number of New Options allotted under the Prospectus and provide details of a Shareholder’s Holder Identification Number (for New Optionholders who elect to hold New Options on the CHESS sub register) or Reference Number (for New Optionholders who elect to hold their New Options on the issuer sponsored sub-register). Updated holding statements will also be sent to each New Optionholder following the month in which the balance of their holding of New Options changes, and also as required by the ASX Listing Rules or the Corporations Act.

1.17 Overseas Investors

The Offer contained in this Prospectus is only available for acceptance by Shareholders with a registered address as at the Record Date in Australia or New Zealand. This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or to extend such an invitation. No action has been taken to register this Prospectus or otherwise to permit a public offering of New Options in any jurisdiction outside Australia or New Zealand.

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Classic Minerals Limited

The New Options are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Options is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

In accordance with the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ), a person who, on the Record Date was registered as a holder of Shares with a New Zealand address but who, as at the time of this Offer no longer holds Shares is not eligible to participate in this Offer.

1.18 Privacy Disclosure

Persons who apply for New Options pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications for New Options, to provide facilities and services to Shareholders, and to carry out various administrative functions. Access to the information collected may be provided to the Company’s agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for New Options will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry.

1.19 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the New Options. Taxation consequences will depend on particular circumstances. Neither the Company nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the New Options in the Company or dealing with an Entitlement under this Offer.

1.20 Enquiries

This document is important and should be read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional adviser without delay.

Questions relating to the Offer can be directed to the Company on +61 8 9349 5101.

Questions relating to the completion of the Acceptance Forms can be directed to the Company’s Share Registry, on +61 3 9389 8033

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Classic Minerals Limited

SECTION 2 INFORMATION DEEMED TO BE INCORPORATED IN THIS PROSPECTUS

2.1 Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act 2001. This means that this Prospectus does not of itself contain all the information that is generally required to satisfy the disclosure requirements of the Corporations Act. Rather, it incorporates by reference information contained in a document that has been lodged with the ASIC.

The information to be incorporated by reference into this Prospectus is summarised below in subsections 2.2 and 2.3 and will primarily be of interest to investors and their professional advisers or analysts.

The Company informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the March 2013 Prospectus and the ASX Announcements by contacting the Company at its registered office during normal business hours during the Offer Period. The March 2013 Prospectus will also be available by searching ASIC’s records in relation to Classic Minerals Limited, or by visiting the Company’s website at www.classicminerals.com.au.

2.2 March 2013 Prospectus

Set out below is a summary of the information contained in the March 2013 Prospectus that is deemed to be incorporated in this Prospectus to assist investors and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the New Options, they should obtain a copy of the March 2013 Prospectus.

Section 1 – Investment Overview

Section 1 contains details of the each of the three Directors of the Company, details of Directors’ interest in the company and a summary of agreements with Directors and Related Parties.

Section 1 also contains information relating to specific risks to the Company with more general risks being set out in Section 4. The specific risk factors include exploration risk, regulatory risk and additional requirements for capital.

Section 2 – Details of the Offer

This section contains the terms of the offer under the March 2013 Prospectus.

Section 3 – Company and Project Review

This section contains a summary of the Fraser Range, Mount Maitland and Doherty’s projects in which the Company has acquired or is acquiring an interest. It details the objectives and strategies of the Company and provides information relating to its tenements.

Section 3 also summarises the intended exploration expenditure in regard to the Project noted above.

Section 4 - Risk Factors

Section 4 notes that an investment in the Company has risks reasonably expected of an investment in a business of its type. The risks specific to the Company are set out in Section 1 of the March 2013 Prospectus. General risk factors are set out in Section 4 of the March 2013 Prospectus and include operating risks, resource estimates, exploration cost estimate, no prior market for securities, community relations and landowners, reliance on key management and personnel, economic risks, commercial risk, environmental impact constraints, commodity price volatility and exchange rate risks, insurance risks, competition risk, liquidity risk and investment speculative.

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Section 5 – Corporate Governance

Section 5 refers to the corporate governance policies adopted by the Board.

Section 6 - Independent Geologists’ Report

Section 6 consists of the report prepared by the Independent Geologist Coxrocks Pty Ltd. The report describes in detail the geological setting and historical mining and exploration on the mining tenement comprising the Fraser Range, Mount Maitland and the Doherty’s Projects in which the Company has acquired an interest. The Independent Geologist's Report also sets out details of proposed exploration programs on the mining exploration tenement of the Project.

Section 7 - Investigating Accountant’s Report

Section 7 comprises the Investigating Accountant’s Report prepared by Stantons International Securities, dated 1 March 2013. The report was included in the March 2013 Prospectus to assist investors and their financial advisers in making an assessment of the financial position of the Company.

The Investigating Accountant’s Report contains the unaudited Statement of Financial Position of the Company as at 31 December 2012 and pro-forma Statement of Financial Position as at that date reflecting the position of the Company on the basis that various transactions, including the issue of all the Shares offered under the March 2013 Prospectus, and the estimated expenses associated with the preparation, sponsorship and issue of the March 2013 Prospectus, has been completed.

Based on its review, the Investigating Accountant stated that nothing had come to its attention that caused it to believe that:

(a) the historical financial information does not present fairly the historical statement of financial position of the Company as described in Appendices 1 and 2, in accordance with the recognition and measurement principles (but not the disclosure requirements) prescribed in Accounting Standards and other mandatory professional reporting requirements, and accounting policies adopted by the Company disclosed in Appendices 1 and 2;

(b) the pro-forma financial information has not been properly prepared on the basis of the proforma transactions.

Subsequent to lodgement of the March 2013 Prospectus with the ASIC, the annual reports for the periods ended 30 June 2010, 2011 and 2012 were announced to ASX by way of prequotation disclosure on 22 May 2013.

Section 8 - Solicitor’s Report on Tenements

Section 8 consists of a report prepared by Lawton Gillon Law Firm on the mining tenements acquired or in which an interest may be earned by the Company. The report details the titleholders of the mining tenements and the agreements entered into by the Company with various parties.

Section 9 – Material Contracts

The section details contracts entered into by the Company, other than those entered into with Directors and related parties disclosed in Section 1, which have been identified as material and relevant to potential investors.

Section 10 - Additional Information

Section 10 sets out additional information required to be disclosed in the Prospectus including:

• Rights Attaching to Shares and Options;

• Interests of Persons Named in the March 2013 Prospectus;

• Details of the Consents of persons to be named in the March 2013 Prospectus;

• Expenses of the Offer;

• Taxation;

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• Continuous disclosure obligations;

• Litigation; and

• Availability of an Electronic Prospectus.

2.3 ASX Announcements

The Company is listed on ASX and its Shares are quoted on ASX.

The Company is a “disclosing entity” for the purposes of the Corporations Act 2001. As such, it is subject to regular reporting and disclosure obligations. As a listed company, the Company is subject to the Listing Rules that require it to immediately notify ASX of any information (subject to any relevant exception) of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

As at the time of lodging this Prospectus with the ASIC, the following documents had been lodged by the Company with ASX:

Date	ASX Announcement
16 Aug 2013	Sulphide Mineralisation at Fraser Range
14 Aug 2013	Release from Escrow
13Aug2013	Appendix3B - Releasefrom Escrow
09Aug2013	Classic Commences 5,000m Drilling CampaignatFraser Range
05 Aug 2013	Notice Under Section 708A and Appendix 3B
05 Aug 2013	Variation & Exercise of Option to Acquire Doherty's Project
30 Jul 2013	QuarterlyActivitiesReport andAppendix5B
18 Jun 2013	Appendix3B - Releasefrom Escrow
18 Jun 2013	Conductors identified with potential massive Ni sulphides
06 Jun 2013	Release from Escrow
05 Jun 2013	ConductiveZonesidentified atFraser RangeProject
28 May 2013	Becoming a substantial holder
24 May 2013	Initial Director's Interest Notices
22 May 2013	Option to acquire tenement extended
22 May 2013	Appendix 1A
22 May 2013	CLZ Constitution
22 May2013	Share trading policy
22 May 2013	Granted mining exploration licence E28/2238
22 May 2013	2012 Annual Report
22 May 2013	2011 Annual Report
22 May2013	2010Annual Report
22 May2013	Corporate Governance Statement
22 May 2013	Pro forma Balance Sheet and Updated Commitments Schedule
22 May 2013	Escrowed Securities
22 May2013	Distributionschedule andTop20
22 May 2013	Pre Quotation Disclosure
22 May 2013	ASX Circular Commencement of Official Quotation
22 May 2013	Admission to the official list
22 Mar 2013	ReplacementProspectus
28 Feb 2013	Classic Minerals Ltd-Prospectus
06 Jan 2012	ClassicMineralsLimited-SupplementaryProspectus
19 Oct 2011	Classic Minerals Limited-Prospectus
02 Jan 2008	Disclosure Document

Please note that all of the above documents are available from the ASX webpage at www.asx.com.au.

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Classic Minerals Limited

SECTION 3 COMPANY OVERVIEW

3.1 Overview and Reference to March 2013 Prospectus

A comprehensive overview of the Company is set out in the March 2013 Prospectus that was lodged with ASIC on 1 March 2013 for the initial public offering of up to 22,500,000 Shares. Persons considering subscribing for New Options under this Prospectus should refer to Section 2 of this Prospectus for a summary of the information contained in the March 2013 Prospectus deemed to be incorporated in this Prospectus.

As detailed in Section 3.3 of the March 2013 Prospectus, Classic Minerals had proposed an exploration budget of $2,710,000 over 24 months on its Projects and based on Full Subscription.

The actual manner in which the exploration expenditure is incurred may vary having regard to numerous factors, including the results of ongoing exploration activities and other matters as outlined in Section 3 of the March 2013 Prospectus.

On 17 May 2013, the Directors resolved to allot and issue 18,128,500 Shares at an issue price of 20 cents ($0.20) each pursuant to applications received under the March 2013 Prospectus. The Company proposed an exploration budget of $2,005,000 over 24 months on its Projects based on the actual funds raised (refer ASX announcement dated 22 May 2013).

Classic Minerals was admitted to the Official List on 22 May 2013 with Official Quotation of its Shares commencing on 24 May 2013.

The Company now has 201,025,213 Shares on issue.

Under the ASX Listing Rules, 133,327,895 Shares were subject to escrow restrictions. Accordingly, the Company’s share registry has implemented holding locks on the relevant holdings and will not release them without ASX approval. The numbers and periods of remaining escrow as at the date of this Prospectus are as follows:

• 58,482,783 Shares for 12 months from issue date;

• 74,845,112 Shares for 24 months from date of ASX listing;

The balance of the issued capital of the Company, being 67,697,318 Shares, is quoted on ASX.

3.2 Other Circumstances or Matters subsequent to March 2013 Prospectus

Following admission to the official list of the ASX, the agreements subject to successful listing were formalised as disclosed by way of ASX releases as listed in section 2.3.

The Company is not aware of any material matter or circumstance that would materially impact on the contents of the March 2013 Prospectus or the activities and prospects of the Company and be relevant to assist investors or their professional advisers making an informed assessment of relevant matters.

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Classic Minerals Limited

SECTION 4 EFFECT OF THE OFFER

4.1 Use of Funds

Under the Offer, up to 100,512,607 New Options are available for issue and will be issued if the Offer is fully subscribed (either by Shareholders accepting the offer under this Prospectus or pursuant to the Director’s discretion to place any Shortfall referred to in Section 1.10 of this Prospectus).

After expenses of the Offer, the proceeds from the Offer of New Options will be approximately $960,126 (assuming that the Offer is fully subscribed). These funds will be applied to the general working capital requirements of the Company over the next 12 months, specifically ongoing exploration, project generation and administration.

The proceeds of the Offer will be used as follows (assuming full subscription):

	Use of Funds	Full Subscription ($)
1.	Additional exploration on the Company’s flagship Fraser Range Project	610,126
2.	Additional exploration on the Company’s Mount Maitland and Doherty’s Projects	150,000
3.	Additional working capital	200,000
4.	Expenses of the Offer1	45,000
	Total Proceeds	1,005,126

Note: 1. Please refer to Section 6.5 of this Prospectus for further details of the expenses of the Offer.

If less than the full subscription is received, the funds will be applied firstly to the costs of the Offer and then to the Company’s exploration expenditure and then working capital requirements in the above proportions.

4.2 Effect of the Offer

Assuming the Offer is fully subscribed, the principal effect of the Offer will be to:

• (a) increase cash reserves by approximately $960,126 (being the total raised after deducting estimated expenses of the Offer); and

• (b) increase the number of Options on issue to 100,512,607 options (the Company does not currently have Options on issue).

Please see Section 1.11 of this Prospectus for further details regarding the effect of the Offer on the Company’s capital structure.

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Classic Minerals Limited

SECTION 5 RIGHTS ATTACHING TO SECURITIES

5.1 Terms and Conditions of New Options

The New Options are granted on the following terms and conditions:

• (a) Each New Option entitles the holder to acquire one fully paid Ordinary Share in the Company.

• (b) The New Options may be exercised at any time on or before 5.00pm (WST) on 30 June 2015. Each New Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed, together with payment of the sum of 20 cents ($0.20) per New Option exercised. The New Options will lapse at 5.00pm (WST) on 30 June 2015.

• (c) The New Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of New Options at any time until 5.00pm (WST) on 30 June 2015, being the date the New Options expire. This right is subject to any restrictions on the transfer of a New Option that may be imposed by ASX.

• (d) New Optionholders can only participate in new issues of securities provided they have first exercised their New Options in which case the New Optionholders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise the New Options.

• (e) Ordinary Shares issued on the exercise of New Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Ordinary Shares allotted pursuant to the exercise of a New Option will rank equally with the then issued ordinary shares of the Company in all respects. If the Company is listed on ASX it will, pursuant to the exercise of an Option, apply to ASX for Quotation of the Ordinary Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.

• (f) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (g) If there is a bonus issue to shareholders, the number of Ordinary Shares over which the New Option is exercisable may be increased by the number of Ordinary Shares which the holder of the New Option would have received if the New Option had been exercised before the record date for the bonus issue.

• (h) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.

5.2 Terms and Conditions of Ordinary Shares

The rights attaching to the Ordinary Shares are derived through a combination of statute, the Company’s constitution, common law, the Listing Rules and other applicable legislation. The following is a broad summary (though not an exhaustive or definitive statement) of the current rights that attach to Ordinary Shares in the Company.

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Classic Minerals Limited

(a) Voting Rights

• Subject to any rights or restrictions attached to any class of shares, whether by their issue, the Constitution, the Listing Rules or the Corporations Act, at a general meeting each Shareholder present in person or by proxy, company representative or attorney, is entitled to one vote on a show of hands. Upon a poll, every Shareholder present in person or by proxy, company representative or attorney, is entitled to one vote for each fully paid Ordinary Share that the Shareholder holds.

(b) General Meetings

• Each Shareholder is entitled to receive notice of and to be present, to vote and to speak at a general meeting of the Company. Further, each Shareholder is entitled to receive all notices, accounts and other documents required to be furnished to Shareholders under the constitution of the Company, the Listing Rules or the Corporations Act.

(c) Dividend Rights

The Company may in general meeting declare a dividend which shall not exceed the amount recommended by Directors. The Company does not expect to pay dividends in the short to medium term.

(d) Transfer of Shares

• Subject to the constitution of the Company, the Corporations Act, the ASX Settlement Operating Rules and the Listing Rules, Ordinary Shares are freely transferable. Ordinary Shares may be transferred as set out in the Constitution, including by way of a market transfer. The Company may decline to register a transfer (other than a market transfer) where permitted by law, the Listing Rules or the ASX Settlement Operating Rules.

(e) Changes in Capital

• Subject to the Corporations Act, the constitution of the Company and the Listing Rules, the Directors may consolidate, or divide the Ordinary Shares, allot, issue or otherwise dispose of new Ordinary Shares on such terms and conditions as they determine.

(f) Variation of Rights

• The Company may only modify or vary the rights attaching to any class of Ordinary Shares with the consent in writing of three quarters of the issued shares of that class or by a special resolution of the Company passed at a meeting of the holders of the issued Ordinary Shares of that class.

(g) Rights on Winding Up

• If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, any shares classified as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

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Classic Minerals Limited

SECTION 6 ADDITIONAL INFORMATION

6.1 Continuous Reporting and Disclosure Obligations

The Company is listed on ASX and its Ordinary Shares are quoted on ASX under the code “CLZ”.

The Company is a “disclosing entity” for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

The Company will provide a copy of all documents used to notify ASX of information relating to the Company under the provisions of the Listing Rules since the lodgement of the March 2013 Prospectus free of charge to any Shareholder who so requests prior to the Closing Date. A list of those documents to the time of lodging this Prospectus is set out in Section 2.3.

6.2 Market Prices of Ordinary Shares

The highest and lowest recorded closing market sale prices of the Ordinary Shares quoted on ASX during the period from commencement of ASX quotation to immediately prior the date of this Prospectus were $0.20 on 16 August 2013 to $0.08 on 4 July 2013 and 24 July 2013 respectively.

The last closing market sale price of the Ordinary Shares on ASX on the last day that trading took place in the Ordinary Shares prior to the date of this Prospectus was $0.185 on 16 August 2013.

6.3 Litigation

So far as the Directors are aware, the Company is not involved in any legal proceedings, current, pending or threatened.

6.4 Directors’ Interests

Other than as set out below or elsewhere in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

• the formation or promotion of the Company;

• property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director:

• to induce him to become, or to qualify him as, a Director; or

• for services rendered by him in connection with the formation or promotion of the Company or the Offer.

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Classic Minerals Limited

All Directors have stated that they intend to take up their full Entitlement under the Offer. The direct and indirect interests of the Directors in the securities of the Company as at the date of this Prospectus are as follows:

Director	Ordinary Shares	Ordinary Shares	Entitlement
	Direct	Indirect
Justin Doutch	2,000,004	-	1,000,002 New Options
Paul Lambrecht	-	1,200,002	600,001 New Options
Stan Procak	1,650,002	-	825,001New Options

• Justin Doutch has received, or is due to receive, cash fees of $251,857 prior to the day before the date of this Prospectus for services rendered to the Company since 1 July 2012. Mr Doutch is entitled to receive cash remuneration of $272,500 per annum (inclusive of superannuation).

• Paul Lambrecht has received, or is due to receive, cash fees of $62,450 prior to the day before the date of this Prospectus for services rendered to the Company since 1 July 2012. Mr Lambrecht is entitled to receive cash remuneration of $54,500 per annum (inclusive of superannuation).

• Stan Procak has received, or is due to receive, cash fees of $104,005 prior to the day before the date of this Prospectus for services rendered to the Company since 1 July 2012. Mr Procak entitled to receive cash remuneration of $54,500 per annum (inclusive of superannuation).

• Each Director is a party to a Deed of Access and Indemnity with the Company.

• The Company has effected Directors’ and Officers’ Liability on behalf of the Directors. The Company intends to maintain this insurance.

6.5 Costs of the Offer

The costs of the Offer are estimated as follows:

Advisor Fees	5,000
ASICFees	2,137
ASX Fees	25,557
Legal fees	3,000
Share registry fees	5,000
Othercostsincluding printing & postage	4,306
Total	$45,000

6.6 Consents

Lawton Gillon Lawyers has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in the Prospectus as legal advisers to the Company in the form and context in which it is named.

Lawton Gillon Lawyers has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in the Prospectus as legal advisers to the Company in the form and context in which it is named and to the inclusion by reference into this Prospectus of the Solicitor’s Report on Tenements that was included in section 8 of the March 2013 Prospectus, in the form and context in which it is included in this Prospectus. Lawton Gillon has not caused or authorised the issue of the Prospectus.

Mining Corporate Pty Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in the Prospectus as the Company’s compliance manager in the form and context in which it is named.

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Classic Minerals Limited

Stantons International has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in the Prospectus as the Company’s auditors in the form and context in which it is named and to the inclusion by reference into this Prospectus of the Investigating Accountant’s Report that was included in section 7 of the March 2013 Prospectus, in the form and context in which it is included in this Prospectus.

CoxsRocks Pty Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in the Prospectus as the Company’s independent geologist for the IPO in the form and context in which it is named and to the inclusion by reference into this Prospectus of the Independent Geologist’s Report that was included in section 6 of the March 2013 Prospectus, in the form and context in which it is included in this Prospectus.

Advanced Share Registry Services Limited has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in the Prospectus as the Company’s share registrar in the form and context in which it is named.

None of, Mining Corporate Pty Ltd, Advanced Share Registry Services Limited nor Stantons International have made any statement included in this Prospectus, nor any statement on which a statement in this Prospectus is based and do not accept any responsibility for the contents of this Prospectus.

6.7 Disclosure of Interests of Non-Directors

No person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus holds, or has held within two years before lodgement of this Prospectus with ASIC, other than is set out below, any interest in:

• the formation or promotion of the Company;

• property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• the Offer.

No person has paid or agreed to pay any amount or has given or agreed to give any benefit to an underwriter, or a person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, for services rendered by that person in connection with the formation or promotion of the Company or the Offer, other than as set out below or elsewhere in this Prospectus.

Mining Corporate has acted as corporate advisors to the Offer. The Company estimates as at the date of this Prospectus that it will pay amounts totalling approximately $5,000 (excluding GST and disbursements) to Mining Corporate for this work. Work in relation to the Offer after the date of this Prospectus will be charged at usual rates. Mining Corporate have been paid fees totalling approximately $74,371 (exclusive of GST) for services provided to the Company in relation to accounting and secretarial matters and IPO compliance costs since incorporation of the Company.

Lawton Gillon Lawyers are legal advisors to the Company and will be paid approximately $3,000 (exclusive of GST) for services in relation to this Prospectus. Lawton Gillon have been paid fees totalling approximately $39,132 (exclusive of GST) for services provided to the Company in relation to legal matters since incorporation of the Company.

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Classic Minerals Limited

6.8 Electronic Prospectus

Pursuant to Class Order 00/044, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the relevant Acceptance Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

The Company reserves the right not to accept an Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic version of the Acceptance Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

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Classic Minerals Limited

SECTION 7 DIRECTORS’ CONSENT

This Prospectus is dated 19 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 Prospectus are not misleading or deceptive and that in respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquires and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with ASIC, or to the Directors knowledge, before any issue of New Options pursuant to this Prospectus.

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 19 August 2013

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Classic Minerals Limited

SECTION 8 DEFINITIONS

“Acceptance Form” means the personalised Acceptance Form accompanying this Prospectus.

“Applicant” means an applicant for New Options who duly completes an Acceptance Form and pays the applicable Application Money.

“Application” means a valid application for New Options under this Prospectus.

“Application Money” means the aggregate amount of money payable for New Options applied for in the Acceptance Form.

“ASIC” means the Australian Securities and Investments Commission.

“ASX” means ASX Limited (ABN 98 008 624 691).

“Business Day” means any day which is defined to be a Business Day pursuant to Listing Rule 19.12 of the Listing Rules.

“CHESS” means Clearing House Electronic Sub-register System of ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532).

“Closing Date” means 5:00 pm (WST) on 12 September 2013 or such other date as may be determined by the Directors consistent with this Prospectus.

“Company” means Classic Minerals Limited (ACN 119 484 016).

“Corporations Act” means the Corporations Act 2001 (Cth).

“Constitution” means the constitution of the Company.

“Cth” means the Commonwealth of Australia.

“Directors” means the directors of the Company.

“Dollars” or “ $” means dollars in Australian currency.

“Entitlement” means the entitlement of a Shareholder who is eligible to participate in the Offer.

“Exercise Price” means the exercise price of the New Options being $0.20 (20 cents).

“GST” means goods and service tax levied in Australia pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Listing Rules” means the Listing Rules of the ASX.

“New Option” means an option to acquire one fully paid Ordinary Share in the Company issued pursuant to this Prospectus at an exercise price of $0.20 (20 cents) per New Option at any time up to 5.00pm (WST) 30 June 2015.

“New Optionholders” means any holders of New Options in the Company.

“Offer” means the offer of up to 100,512,607 New Options under this Prospectus.

“Option” means an option to acquire an Ordinary Share in the capital of the Company.

“Optionholder” means the holder of an Option as recorded in the register of the Company.

“Optionholders” means any holders of Options in the Company.

“ Ordinary Share ” means a fully paid ordinary share in the Company.

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Classic Minerals Limited

“Projects” means the Fraser Range, Mount Maitland and the Doherty’s projects in which the Company has acquired or intends to acquire an interest.

“Prospectus” means this prospectus dated 19 August 2013.

“Record Date” means the date to determine who is eligible to be offered New Options in accordance with this Prospectus which is 5:00pm (WST) on 28 August 2013.

“SCH Business Rules” means the business rules of ASX Settlement Pty Ltd (ACN 008 504 532) as the approved Securities Clearing House under the Corporations Act.

“March 2013 Prospectus” means the prospectus dated 1 March 2013 for the offer of up to 22,500,000 Shares at an issue price of $0.20 per Share to raise up to $4,500,000.

“Share” means a fully paid Ordinary Share in the Company.

“Shareholder” means the holder of an Ordinary Share as recorded in the register of the Company.

“Shortfall” means those New Options under the Offer not applied for by Shareholders under their Entitlement.

“WST” means Western Standard Time in Perth, Western Australia.

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ENTITLEMENT AND ACCEPTANCE FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER.

CLASSIC MINERALS LIMITED

REGISTERED OFFICE

REGISTERED OFFICE ABN 77 119 484 016 SHARE REGISTRY Advanced Share Registry Services Suite 2, 40 Cedric Street 150 Stirling Highway STIRLING WA 6021 NEDLANDS WA 6009

Non-renounceable entitlements issue of approximately 100,512,607 New Options to subscribe for ordinary fully paid shares on the basis of one New Option for every two ordinary fully paid shares held as at 5.00pm (WST) on 28 August 2013, at an issue price of $0.01 (1.0 cent) per New Option.

Non-renounceable entitlement, closing 5.00pm WST on 12 September 2013.

Shareholding at 5.00 pm WST on 28 August 2013 Entitlement to New Options on a 1:2 basis Amount Payable at $0.01 per New Option

To the Directors CLASSIC MINERALS LIMITED

1. I/We the above mentioned, being registered on 28 August 2013 as the holder(s) of ordinary fully paid shares in your Company hereby accept the below mentioned New Options in accordance with the enclosed Prospectus;

2. I/We enclose my/our cheque or bank draft made payable to CLASSIC MINERALS LIMITED – OPTION ISSUE, for the amount shown being payment at the rate of $0.01 per New Option;

3. I/We hereby authorise you to place my/our name(s) on the registers of optionholders in respect of the number of New Options allotted to me/us;

4. I/We agree to be bound by the Constitution of the Company; and 5. If any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it, shall be final.

RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED

New Options Accepted Amount Enclosed at $0.01 per New Option

METHOD OF ACCEPTANCE

You can apply for New Options and make your payment utilising one of the payment options detailed overleaf, however please indicate which payment option you have chosen by marking the relevant box below.

You can apply for New Options and make your payment utilising one of the payment options detailed overleaf, however please indicate which payment option you have chosen by marking the relevant box below.	You can apply for New Options and make your payment utilising one of the payment options detailed overleaf, however please indicate which payment option you have chosen by marking the relevant box below.	You can apply for New Options and make your payment utilising one of the payment options detailed overleaf, however please indicate which payment option you have chosen by marking the relevant box below.	You can apply for New Options and make your payment utilising one of the payment options detailed overleaf, however please indicate which payment option you have chosen by marking the relevant box below.	You can apply for New Options and make your payment utilising one of the payment options detailed overleaf, however please indicate which payment option you have chosen by marking the relevant box below.	You can apply for New Options and make your payment utilising one of the payment options detailed overleaf, however please indicate which payment option you have chosen by marking the relevant box below.
Cheque/bank draft/money order BPAY
PLEASE ENTER CHEQUE DETAILS THANK YOU	Drawer		Bank	Branch	Amount
Biller Code: 212969 Ref No:		You can pay by BPAY. If you choose to pay by BPAY, you do not need to return this form. Please refer overleaf for details.

My/Our contact numbers in the case of inquiry are: Telephone ( ) ……………………….Email: ……………………………………….

NOTE: Cheques and bank drafts should be made payable to CLASSIC MINERALS LIMITED – OPTION ISSUE, crossed “NOT NEGOTIABLE” and forwarded to Advanced Share Registry Services at 150 Stirling Highway, Nedlands, Western Australia 6009 to arrive no later than 5.00pm WST on 12 September 2013.

Complete this panel and sign below only if a change of address is to be registered with the Company

New Address:

Signature(s): Date: Please indicate your correct title: Director / Secretary /

ISSUE CLOSES 5.00PM WST ON 12 September 2013.

THE DIRECTORS RESERVE THE RIGHT TO MAKE AMENDMENTS TO THIS FORM WHERE APPROPRIATE PLEASE REFER OVERLEAF FOR INSTRUCTIONS

EXPLANATION OF ENTITLEMENT

1. The front of this form sets out the number of New Options which you are entitled to accept.

2. Your entitlement may be accepted either in full or in part. There is no minimum acceptance.

3. You may not apply for New Options in excess of your maximum entitlement using this form.

4. The price payable on acceptance of each New Option is $0.01.

5. You may accept your entitlement in full by completing the Entitlement and Acceptance Form overleaf.

APPLICATION INSTRUCTIONS

1. The issue price of $0.01 per New Option is payable in full upon application.

2. Payments must be made in Australian currency by cheque or bank draft drawn on and payable at a bank within Australia. Cheques and bank drafts drawn on banks outside Australia in either Australian currency or in foreign currency will not be accepted.

3. The cheque or bank draft must be made payable to CLASSIC MINERALS LIMITED – OPTION ISSUE and crossed “Not Negotiable”.

4. When completed, this form together with the appropriate payment in Australian currency should be forwarded to CLASSIC MINERALS LIMITED, c/- Advanced Share Registry Services.

5. Acceptances must be received by Advanced Share Registry Services no later than 5.00pm WST on 12 September 2013.

ENQUIRIES

Any enquiries should be directed to:

The Company’s share registry:

Advanced Share Registry Services 150 Stirling Highway Nedlands, Western Australia, 6009

Postal Address: PO Box 1156 Nedlands, Western Australia, 6909

Telephone (08) 9389 8033 Facsimile (08) 9389 7871